Terms and Conditions

ITagree Terms and Conditions

These terms and conditions were last updated in January 2025.

Please read these terms and conditions carefully.

OVERVIEW
This website is operated by ITagree. ITagree offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of these terms and conditions.

By visiting our website and/ or purchasing something from us, you engage in our service and agree to be bound by the following terms and conditions, including those additional terms and conditions and policies available by hyperlink. These terms and conditions apply to all users of the website, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these terms and conditions carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to these terms and conditions then you may not access the website or use any services.

Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.

ITagree Plans and Service

1.1 IT Agree Limited (“ITagree”, “we”, “us” or “our”) makes available various agreement plans on its website at itagree.com (‘Website’) and through ITagree’s distributors (‘Distributors’) (‘ITagree Plans’).

1.2 On purchase of an ITagree Plan, the Purchaser will receive the entitlements relevant to the ITagree Plan that has been purchased, which may include (depending on the ITagree Plan that has been purchased), rights to receive various IT agreements and agreement updates (‘Agreements’), and various forms of support in respect of the Agreements (with the Agreements and support being referred to together in these terms and conditions as ‘Service’). The Purchaser acknowledge that the Distributors have no authority to commit ITagree to provide Service that goes beyond the standard inclusions for the ITagree Plans.

1.3 ITagree may, by application to ITagree and at ITagree’s discretion, agree to:

(a) prepare agreements, or content for agreements, for specific purposes at additional cost (“Agreements on Request”); or

(b) provide consulting services to existing Purchasers for specific purposes at additional cost (“Consult Session”).

1.4 Agreements on Request and Consult Sessions are also included when we refer to “Services” in these terms and conditions, except that in the case of Agreements on Request where the relevant proposal issued by ITagree includes provisions which are inconsistent or in conflict with these terms and conditions, to the extent of the inconsistency or conflict, the proposal shall prevail.

1.5 In order to obtain Services, the Purchaser will need to:

(a) purchase an ITagree Plan on our Website, or from one of our Distributors; or

(b) in the case of Agreements on Request, confirm acceptance of our proposal for Agreements on Request (and in the case of Agreements on Request this may be done by placing the order on the Website using the specific link provided or by written confirmation of the proposal issued by ITagree with the Purchaser being the customer entity named in the proposal); or

and when the Purchaser does so (unless specifically provided otherwise under the relevant proposal in the case of Agreements on Request only), the Purchaser has the right to and ITagree will provide the relevant Services. These terms and conditions apply to the Purchaser’s purchase.

1.6 Subject to these terms and conditions and compliance by the Purchaser with these terms and conditions, except where specifically agreed otherwise with the Purchaser in respect of Agreements on Request, the Agreements are provided on the basis that the Purchaser will do the ‘Setup task’ requiring the Purchaser, amongst other things, to:

(a) for agreements for which ITagree’s auto-populate service is available, respond to the relevant questionnaire;

(b) for all other agreements, insert details relevant to the way the Purchaser operates and details of the Purchaser’s services (specific details to be inserted by the Purchaser depend on the nature of each agreement).

1.7 The Purchaser acknowledges that:

(a) we do not provide jurisdiction-specific versions of the Services for every country;

(b) we do not provide legal advice and the supply of Services is not intended to provide, and in no event shall it be treated as providing or constituting, legal advice;

(c) under ITagree Plans, we do not customise Agreements for subscribers and, except as expressly stated otherwise for a particular agreement, our Agreements are not customised for particular industry sectors.

1.8 While all due care is used by our author/s:

(a) in the preparation of the Agreements to produce agreements that may be useful to the Purchaser; and

(b) in the supply of the Services,

the Purchaser uses our Services at the Purchaser’s own discretion.

1.9 Where the Purchaser is an individual, the individual must be 18 (eighteen) years of age or older and by accepting these terms and conditions that Purchaser represents to us that the Purchaser is 18 (eighteen) years of age or older. Without limiting the earlier part of this clause, the Purchaser may not use our Services or provide ITagree with any personally identifiable information if the Purchaser is under this age.

1.10 These terms and conditions are binding on the Purchaser and apply to the Purchaser when the Purchaser accepts them as part of the process of purchasing any ITagree Plan(s) or Consulting Sessions or when the Purchaser places an order or otherwise accepts a proposal for Agreements on Request (unless expressly stated otherwise in the proposal or the terms and conditions are not referenced in the relevant proposal).

1.11 ITagree 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 or at this link. For ITagree Plans (or any licence to use Agreements purchased prior to the ITagree Plans being made available) purchased prior to replacement or modified terms and conditions being posted, the terms and conditions that the Purchaser accepted when the Purchaser purchased those ITagree Plans apply up until 12 (twelve) months following the date of the Purchaser’s original purchase of the ITagree Plan (or 24 months in the case of subscriptions that have been purchased from an ITagree distributor on a 24 month contract), or as from the date that is 12 (twelve) months (or 24 months in the case of subscriptions that have been purchased from an ITagree distributor on a 24 month contract) from the date of the Purchaser’s purchase of the ITagree Plan (whichever is sooner), and subsequently the current terms and conditions apply provided that any change made to reflect relevant laws and regulations applies immediately. It is the Purchaser’s obligation and responsibility to check the Website regularly for any changes to these terms and conditions.

2 Licence to use Agreements

2.1 We grant to the Purchaser a non-exclusive right, subject to the restrictions in clause 2.2, to use the Agreements issued by ITagree to the Purchaser for the term of subscription, subject to payment of the applicable Licence Fee/s and except where any Agreement is issued in error.

2.2 Without limiting any other provision of these Terms and Conditions, the following restrictions apply to the Purchaser’s use of the Agreements:

(a) the Purchaser cannot transfer the right granted to the Purchaser to use the Agreements;

(b) the Purchaser must not resell the licence granted to the Purchaser to use the Agreements or offer that license for resale or attempt to sell or, except as expressly permitted under clause 5.3 below, otherwise deal in the Products;

(c) except in the Purchaser’s ordinary use of an Agreement to govern supply of products or services supplied by the Purchaser, the Purchaser must not publish, transmit or distribute all or part of any Agreement on the internet including on any website, by email or otherwise or in any document which is generally available to the public.

2.3 The Purchaser must not:

(a) do any act which would or might invalidate or be inconsistent with any Intellectual Property of IT Agree Limited or its licensor/s;

(b) copy the Website; or

(c) permit or enable users, other than nominated users notified to ITagree and permitted by ITagree to use the Service, to use the Service; or

(d) resell, rent, lease, transfer, sublicense or otherwise transfer rights to use the Service; or

(e) use the Website or the Service in any way that could damage or interfere with the Website or the Service in any way;

(f) use the Website or the Service otherwise than in the manner in which the Website or the Service is designed to be used;

(g) use the Website or the Service in any way that could interrupt, damage or otherwise interfere with use of the Website or the Service by any other customers.

2.4 When Agreements are issued by ITagree, the Purchaser will receive email confirmation with links to download the Agreements, sent to the email address provided by the Purchaser at the time of purchase of ITagree Plans.

3 Payment obligations

3.1 For all ITagree Plans with a monthly charge, a minimum term of 12 (twelve) months applies and the Purchaser must continue to pay the monthly fees (monthly in advance) for 12 (twelve) months. On expiration of the initial 12 (twelve) month period, the subscription will continue on a monthly basis until terminated by the Purchaser on written notice to us. The Purchaser may continue to use the Agreements following termination of the subscription (after the initial 12 (twelve) month period) but following the termination the Service will cease (and in particular but without limitation the Purchaser will cease to receive agreement updates. In this clause 3.1, 12 months is to be read as 24 months where the Purchaser has purchased a 24 month contract from an ITagree distributor.

3.2 All payments for ITagree Plans purchased from ITagree are processed by Stripe and are subject to Stripe's terms and conditions. All payments for ITagree Plans purchased from an ITagree Distributor or from a third party marketplace (authorised by ITagree to sell ITagree Plans) are to be made to that Distributor or marketplace in accordance with the applicable terms and conditions, and policies or additional requirements applicable at the time of order (as notified on the marketplace at the time of purchase).

3.3 For purchases made on our Website, the Purchaser acknowledges that each payment must be made in full, without setoff or deduction by the due date. If any payment is not made in accordance with this clause, the Purchaser have no right to access or use the relevant Agreements 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 the Purchaser is incorrectly invoiced and /or charged, we will refund the relevant amount provided that no-one has downloaded the Agreements to which the refund applies.

5 Our obligations

5.1 We will use our best endeavors to maintain the Website and to ensure that the ITagree Plans and the Services are available in accordance with these terms and conditions. However, we are not responsible for any errors or omissions in the content of our Website or Services, or for damages arising from the use of our Website or the Services under any circumstances.

5.2 All information available on or accessed through our Website, is provided “as is.” We do not guarantee the continuous or uninterrupted availability of the Website or our Service.

6 Confidentiality

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 Service. 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 Service, 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 the Purchaser’s subscription to an ITagree Plan.

7 Privacy and personal data

7.1 IT Agree Limited maintains a privacy policy that sets out our commitment to the Purchaser in respect of the Purchaser’s personal information. Our privacy policy is available on the Website and the Purchaser will be taken to have accepted it when the Purchaser accept these terms and conditions.

7.2 Before providing Personal Data to ITagree, the Customer will obtain all required consents from third parties (including Customer’s employees and contractors and where applicable partners, distributors, administrators, and other contacts) under applicable Data Protection Laws.

7.3 To the extent permitted by applicable law and subject to applicable contractual rights and obligations, Personal Data collected by ITagree in providing the Service and pursuant to these terms and conditions may be transferred, stored and processed in any country in which ITagree’s contractors or service providers (including for example Microsoft and other third party vendors) maintain facilities.

8 Intellectual Property

8.1 Title to, and all Intellectual Property in:

(a) the Agreements and all other aspects of the Service; and

(b) the Website and all site content,

is and will remain the property of IT Agree Limited (or its licensors). Except in the Purchaser’s use of the Service as permitted under the ITagree Plan and these terms and conditions, the Purchaser will not copy and will prevent any unauthorised copying of the Agreements and content in other parts of the Service.

9 No warranties

9.1 To the extent permitted by law, IT Agree Limited gives no warranty about the Agreements or the Service.

9.2 Without limiting clause 9.1, IT Agree Limited does not warrant that the Agreements or any other aspect of the Service will meet the Purchaser’s requirements or be suitable for the Purchaser’s purposes.

9.3 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 expressed or implied by statute, common law or otherwise, are excluded to the extent permitted by law.

10 Consumer guarantees

10.1 If the Purchaser acquires or holds itself out as acquiring an ITagree Plan or Consulting Session or Agreements on Request for the purposes of a business, then to the fullest 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 licence.

11 Limitation of Liability

11.1 Subject to clause 11.2, our liability to the Purchaser is limited to direct loss to the amount paid by the Purchaser (whether paid to IT Agree Limited or to any of our Distributors) for the relevant ITagree Plan in the twelve (12) month period preceding the event giving rise to the loss, or where applicable to the amount paid for the relevant Consulting Session or Agreement on Request.

11.2 To the extent permitted by law, in no event is ITagree liable for any indirect loss or for any loss of profits, lost savings, incidental or special damages, or for any consequential loss in connection with an ITagree Plan, Consulting Session or Agreements on Request, the Agreements, the licence to use the Agreements, the Service or otherwise.

11.3 No assurance can be given that the Website, or any linked website, or any third party service used by ITagree to provide the Service is free of viruses and no assurance can be given that this Website or any linked site or any third party service used by ITagree to provide the Service will not harm or cause loss to the Purchaser, the Purchaser’s computer or the Purchaser’s network.

12 Termination and consequences of termination

12.1 Breach: We may, at our discretion, suspend the Purchaser’s rights under, or terminate, the Purchaser’s ITagree Plan if the Purchaser:

(a) breaches any of these terms and conditions, being a breach capable of being remedied, and does not remedy the breach within 14 (fourteen) days after receiving notice of the breach from us;

(b) breaches any of these terms and conditions, being a breach not capable of being remedied; or

(c) is placed into liquidation or a receiver or manager is appointed of any of the Purchaser’s assets or the Purchaser become insolvent, or makes any arrangement with the Purchaser’s creditors, or becomes subject to any similar insolvency event in any jurisdiction.

12.2 Accrued rights: Termination of the Purchaser’s ITagree Plan is without prejudice to the rights and obligations of the parties accrued up to and including the date of termination. On termination of the Purchaser’s ITagree Plan, the Purchaser will remain liable for any accrued charges and amounts which become due for payment before or after termination.

12.3 On expiration or termination of an ITagree Plan, the Purchaser is not entitled to use the Service provided under that plan and (without limiting the earlier part of this clause 12.3), subject to clause 12.4, must cease use of the Agreements, and is not permitted to take clauses or sections or any part of the agreements provided by ITagree and use them in other agreements or use them in any other way.

12.4 On expiration or termination of an ITagree Plan, the Purchaser's license to use the Agreements continues in respect only of the Purchaser's use of the Agreements in existing contracts that the Purchaser has in place with its customers as at the date of expiration of termination of the applicable ITagree Plan (with the Purchaser acknowledging that updates will not be provided by ITagree for those Agreements given that the Purchaser's use of the Service has ended).

12.5 Survival: all clauses which by their nature survive the termination of the contract between ITagree and the Purchaser relating to the Purchaser’s ITagree Plan will so survive.

13 General

13.1 Entire agreement: For Purchasers that purchase from ITagree, the Contract supersedes and extinguishes all prior agreements, representations (whether oral or written), and understandings and constitutes the entire agreement between IT Agree Limited and that Purchaser 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 No assignment: The Purchaser may not assign or transfer any rights under the Agreement to any other person or entity without our prior written consent.

13.4 Severability: If any part or provision of these terms and conditions 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. The remaining provisions will continue in full force and effect.

13.5 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 the Purchaser by IT Agree Limited. Notices to the Purchaser will be sent to the email address which the Purchaser provided when the Purchaser accepted these terms and conditions or any updated email address which the Purchaser provide to us.

13.6 Governing law and jurisdiction: Each Contract is governed by the laws of New Zealand and each party submits to the non-exclusive jurisdiction of the courts of New Zealand.

14 Definitions and interpretation:

14.1 In these terms and conditions:

"Confidential Information" means (but is not limited to) any proprietary information, know-how and data disclosed by one or each 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 or any other competent authority to be disclosed by the other party;

“Contract” means these terms and conditions, together with:

(a) in respect of an ITagree Plan, the details provided at the point of purchase whether the ITagree Plan is purchased:

i. on the Website; in which case the details of the ITagree Plan are as specified on the Website; and

ii. from a third party marketplace, in which case, and without limiting clause 1.2 above, the details of the ITagree Plan (including any specified minimum term) are as specified on the marketplace from which the ITagree Plan is purchased;

(b) in respect of Consulting Sessions (available from ITagree only), the details agreed between ITagree and the Customer in writing as to what the Consulting Session will cover and the details provided by ITagree at the point of purchase on the link to purchase provided by ITagree;

(c) in respect of Agreements on Request (available from ITagree only), the proposal agreed between the parties in writing and the details provided by ITagree at the point of purchase on the link to purchase provided by ITagree;

“Data Protection Laws” means, as applicable:

(a) the GDPR as incorporated into UK law by the UK Data Protection Act 2018, and the UK Data Protection Act 2018 itself; and

(b) the GDPR;

and, to the extent applicable, the data protection or privacy laws of any other country, and includes any statutory modification or re-enactment of such laws for the time being in force;

“GDPR” means the EU General Data Protection Regulation 2016/679;

"Intellectual Property" means, as protected by legislation: any patent, trademark, 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;

“ITagree Plan” has the meaning given to that term in clause 1.1 above;

“ITagree Terms and Conditions” means these terms and conditions as updated by ITagree from time to time;

“Personal Data” means any information relating to an identified or identifiable natural person, as defined in the Data Protection Laws;

"Purchaser" means the legal entity on whose behalf these terms and conditions are accepted or, where a business is named or identified when the ITagree Plan is purchased (including by purchasing using a business email address), is the legal entity that owns that business, and if no other legal entity is named or identified by the natural person placing the order means that person;

“Service” has the meaning given to that term in clause 1.2 above, with the inclusion referred to in clause 1.3;

"Website" means the internet site at www.itagree.com.

14.2 Interpretation: In these terms and conditions:

(a) the headings are for convenience only and do not affect the interpretation of the terms and conditions;

(b) references to the singular include the plural where the context requires;

15 Contact ITagree

15.1 Any questions about these terms and conditions should be sent to us at accounts@itagree.com.