Terms and conditions
Welcome to the ITagree website at www.itagree.com ("Website"). Please read these terms and conditions carefully.
A. IT Agree Limited makes available on this Website various forms of IT agreements and other products ("Products"). In order to access and use Products you will purchase a package of products or one or more individual products and when you do so you have a license to use the applicable products. These terms and conditions apply to your purchase. Our Products are examples or precedents of IT agreements and clauses or standard checklists for IT agreements and related products. We are a publisher and we do not intend to and we do not provide legal advice. While all due care is used by our author/s in the preparation of the Products to produce products that may be useful to you, you use our Products at your own risk.
B. You must be 18 years of age or older to purchase a license to use Products and by accepting these terms and conditions you represent to us that you are 18 years of age or older.
C. These terms and conditions are binding on you and apply to you when you accept them as part of the process of purchasing Products.
D. IT Agree Limited reserves the right to modify or replace these terms and conditions at any time, effective upon the posting of modified or replacement terms on this Website. For Products purchased prior to replacement or modified terms and conditions being posted, the terms and conditions that you accepted when you purchased those Products applies. It is your obligation to check the Website regularly for any changes to these terms and conditions.
In these terms and conditions, ‘we’, ‘us’ ‘our’ are references to IT Agree Limited and ‘you’ and ‘your’ are references to the Purchaser.
All capitalised terms in these terms and conditions have the meanings ascribed to those terms in clause 1 below. The headings in these terms and conditions are for convenience only and do not affect the interpretation of the terms and conditions.
These terms and conditions were last updated in July 2017.
1. Definitions: In these terms and conditions:
"Confidential Information" means any proprietary information, know-how and data disclosed by one party to the other party, but does not include any information which is (a) in the public domain without any breach of the Agreement; (b) on receipt by the other party is already known by that party; (c) at any time after the date of receipt by the other party, received in good faith by that party from a third party; or (d) required by law to be disclosed by the other party.
"Intellectual Property" means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
"License Fee" means the license fee (excluding any taxes and duties) payable by the Purchaser for a license to access and use a Product as specified on the Website at the time that the Purchaser purchases that license.
"Person" includes natural persons, corporate bodies (including without limitation limited liability companies) and partnerships.
"Product" means a product available on the Website, including packages of products and individual products.
"Purchaser" means the Person who accepts these terms and conditions (or on whose behalf these terms and conditions are accepted), being the Person named as the purchaser of the license to use the selected Product/s.
"Website" means the internet site at www.itagree.com.
2. License to use Products
2.1 We grant to you a non-exclusive right, subject to the restrictions in clause 2.2, to use the Product/s selected by you, subject to payment of the applicable License Fee/s.
2.2 The following restrictions apply to your use of the Products:
(a) you cannot transfer the right granted to you to use the Product/s;
(b) you must not resell the license granted to you to use the Products or offer that license for resale or attempt to sell or, except as expressly permitted under clause 2.3 below, otherwise deal in the Products;
(c) except in your ordinary use of a Product to govern supply of products or services supplied by you, you must not publish, transmit or distribute all or part of any Product on the internet on any website, by email or otherwise or, except as expressly permitted under clause 2.3, in any document which is generally available to the public.
(d) you must not do any act which would or might invalidate or be inconsistent with any Intellectual Property of IT Agree Limited or its licensor/s.
2.3 If the services that you ordinarily provide include providing advice on IT agreements and/or drafting IT agreements, you may use the Products in the course of that work provided that, without limiting any other provision of these terms and conditions:
(a) you are not permitted to provide the Product or a right use the Product to anyone, whether for consideration or not, in the same or substantially the same form in which we make it available to you;
(b) you indemnify and hold us harmless against any loss, cost (including legal costs on a solicitor and own client basis), expense, demand or liability suffered or incurred by us whether direct, indirect, consequential or otherwise, and whether arising in contract, tort (including negligence), equity or otherwise, arising out of a claim by a third party (including without limitation a client of the Purchaser) in respect of any Product or variation of the Product made available, directly or indirectly, by you to that third party.
2.4 The indemnity in clause 2.3(b) is also given by you if clause 2.3 does not apply (that is, if the services you provide do not ordinarily include providing advice on IT agreements and/or drafting IT agreements) and you breach any of the restrictions in clause 2.2 and in connection with that breach, a third party makes a claim against us.
3. Payment obligations
3.1 The Purchaser must pay for each license to use a Product at the time of purchase.
3.2 Where the Product is a package of products and so a minimum term of 12 months applies, the Purchaser must continue to pay the monthly fees (monthly in advance) for 12 months. On expiration of the initial 12 month period, the subscription will continue on a monthly basis until terminated by the Purchaser on notice to us. The Purchaser may continue to use the Products following termination of the subscription (after the initial 12 month period) but following the termination will no longer receive updates or services in relation to those Products.
3.3 Order confirmation is issued by email to the email address provided by the Purchaser at the time of purchase of the applicable license/s.
3.4 All payments are processed by Stripe and are subject to Stripe's terms and conditions.
3.5 In the event of a License Fee not being paid on the due date (due to a credit card being declined or otherwise), you have no right to access or use the relevant Product/s until such time as payment in full is made.
4. Refund policy
4.1 Except as specified in clause 4.2 below and in our customer commitment on the Website, no refunds will be provided.
4.2 If through our fault you are incorrectly invoiced and /or charged, we will refund the relevant amount provided that no-one has downloaded the Products to which the refund applies.
5. Our obligations
5.1 We will use our best endeavours to maintain the Website and to ensure that the Products are available in accordance with these terms and conditions but we do not guarantee the continuous or uninterrupted availability of the Website or availability of the Products.
6.1 Unless the relevant party has the prior written consent of the other party or unless required to do so by law:
(a) each party will preserve the confidentiality of all Confidential Information of the other party obtained in connection with the Agreement. Neither party will, without the prior written consent of the other party, disclose or make any Confidential Information available to any person except as expressly contemplated by the Agreement, or use the same for its own benefit, other than as contemplated by these terms and conditions.
(b) each party's obligations under this clause will survive termination of our Agreement with you.
8. Intellectual Property
8.1 Title to, and all Intellectual Property in the Website and all site content and the Products is and will remain the property of IT Agree Limited (or its licensors).
9. No warranties
9.1 IT Agree Limited gives no warranty about the Products.
Without limiting the foregoing, IT Agree Limited does not warrant that the Products will meet your requirements or be suitable for your purposes. Except as expressly provided in these terms and conditions, all warranties, terms and conditions (including, without limitation, warranties and conditions as to fitness for purpose and merchantability), whether express or implied by statute, common law or otherwise, are excluded to the extent permitted by law.
10. Consumer guarantees
10.1 If you acquire or hold yourself out as acquiring a license to use a Product for the purposes of a business, then to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction do not apply in respect of the purchase of that license.
11. Limitation of Liability
11.1 To the maximum extent permitted by law, IT Agree Limited excludes all liability and responsibility to you (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of profits and savings) or damage arising in connection with the Agreement, the license to use the Products, the Products or otherwise.
11.2 If for any reason the exclusion of liability in clause 11.1 is not enforceable, our liability is limited to the License Fee paid by you for the license to use the relevant Product.
11.3 No assurance can be given that the Website or any linked website is free of viruses and no assurance can be given that this Website or any linked site will not harm or cause loss to you, your computer or your network.
12.1 Breach: We may, at our discretion, suspend your rights under the Agreement or terminate the Agreement if you:
(a) breach any of these terms and conditions, being a breach capable of being remedied, and do not remedy the breach within 14 days after receiving notice of the breach from us;
(b) breach any of these terms and conditions, being a breach not capable of being remedied (which includes without limitation any payment more than five days overdue); or
(c) go into liquidation or a receiver or manager is appointed of any of your assets or you become insolvent, or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction.
12.2 Accrued rights: Termination of the Agreement is without prejudice to the rights and obligations of the parties accrued up to and including the date of termination. On termination of the Agreement you will remain liable for any accrued charges and amounts which become due for payment before or after termination.
12.3 Survival: all clauses which by their nature survive the termination of the Agreement will so survive.
13.1 Entire agreement: The Agreement supersedes and extinguishes all prior agreements, representations (whether oral or written), and understandings and constitutes the entire agreement between you and IT Agree Limited relating to its subject matter.
13.2 Waiver: If either party waives any breach of the Agreement, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
13.3 Delays: Neither party will be liable for any delay or failure in performance of its obligations under the Agreement if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
13.4 No assignment: You may not assign or transfer any rights under the Agreement to any other person without our prior written consent.
13.5 Severability: If any part or provision of the Agreement is found to be invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision.
13.6 Notices: Any notice given under the Agreement by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to IT Agree Limited must be sent to 18 Papahia Street Parnell, Auckland 1052 New Zealand or to any other address notified by email to you by IT Agree Limited. Notices to you will be sent to the email address which you provided when you registered on our Website.
13.7 Governing law and jurisdiction: The Agreement is governed by the laws of New Zealand and each party submits to the non-exclusive jurisdiction of the courts of New Zealand.