Definitions:
 
"Agreement" means this agreement including all its schedules, annexes, appendixes and enclosures.
 
"PROLIFE" means PROLIFE IT LTD, of 235 ST JOHN STREET, LONDON EC1 4NG – doing business in 40-42 Osnaburgh Street, London NW1 3ND, United Kingdom, to where any and all correspondence is to be addressed.
 
"Customer" means the party with whom PROLIFE has entered into this Agreement.

"Equipment" means the hardware and/or any other product and/or equipment listed in any section of this Agreement, and their accessories.
 
"Software"means network and/or computer operating system, middleware or applications.

"Service" means general service and support carried out by PROLIFE or any Service Provider, as and when relevant and applicable.

"Design" means concept, design, artwork, technical design, architecture, structure, process, procedures, blue print, drawing, etc. and anything similar and/or that is not simply Equipment, Software or Service.  It includes non exclusively the conception, design, development, realisation and implementation of web pages and websites, e-shops, of network and software architecture and structure, of how the various elements are put together and/or combined, etc.
 
"EULA" means End User Licence Agreement.
 
"Force Majeure" means non exclusively act of God, war, riots, insurrections, revolutions, coup d'etat, insurgencies, terrorist acts, strikes, labour disputes, governmental and/or regulatory actions, regulations, decrees, legislation, legal restrictions, embargoes and bans, whether local, national or supranational, other embargoes and other legal restrictions, fire, floods, tempest, storm, lightening, hail, hurricane, typhoon, tornado, earthquake, landslide, avalanche, mudslides, other meteorological or geological events, any other natural and/or man-made and/or man-caused natural disaster, exchange fluctuations, problems and/or disruptions with PROLIFE's suppliers and/or providers and/or in transport and/or production, acts or omissions of other persons or any other event or cause outside and/or beyond PROLIFE's control, of whatever nature and howsoever caused or arising.

1. PRODUCTS:
PROLIFE hereby agrees to sell and supply to the Customer, and the Customer hereby agrees to buy and receive from PROLIFE, the Equipment, Software, Designs and Services as they are described in this Agreement, its schedules, annexes, appendixes and enclosures (hereinafter collectively referred to as "Products", the collective including the individual and the plural including the singular), upon and subject to the terms and conditions of this Agreement, and in consideration of the Total Price as described therein.
 
2. PAYMENT:
Payment must be made in pounds sterling (GBP).
Irrespective of whether an advance deposit amount or percentage is stated or not in the offer, the Customer hereby undertakes to pay PROLIFE on confirmation of the order the highest of (1) a minimum 50% (fifty percent) of the total value of the order, including VAT and of (2) the other amount as otherwise stated in the offer, if any, as a deposit for advance payment (hereinafter referred to as "Deposit"), either on signature of the order by the Customer and its acceptance by PROLIFE or at the latest immediately at sight against a Pro-forma (Proforma) invoice made to the Customer by PROLIFE for the full provisional and/or final value of the order including VAT.  This Deposit amount includes a 10% (ten percent) of total value of the order including VAT paid as a Non Refundable Deposit, the balance being an advance payment deposit.
 
Any delay in receipt by PROLIFE of the Deposit in good and available funds at its bank (by transfer or by clearance of the Customer's cheque or bankers draft) will result in a like delay in the delivery and implementation times, and PROLIFE will have the right to cancel at no cost to itself any order for which the Deposit will not have been timely paid with funds cleared to PROLIFE by the Customer.  Furthermore, once the validity of the offer will have expired, should PROLIFE not have cancelled the order, until receipt by PROLIFE of the Deposit, the prices may vary and fluctuate, and any increase in the price or in the cost shall be for the Customer's account.
 
Once the Products supplied, a final invoice (which will also be the VAT invoice) shall be issued by PROLIFE to the Customer, and the balance amount of the order, being the difference between the total value of the Final Invoice including VAT and the Deposit received by PROLIFE, will be paid by the Customer to PROLIFE within and not later than the number of calendar days from the date of the Final Invoice as stated in the relevant Schedule.

Should the project covered by this Agreement require several stages, or extend over a long period of time, then for each stage a final invoice shall be issued and the amount to be paid against it will be the total value of the Final Invoice including VAT and less that relevant portion of the Deposit that pertains to the Products covered by the Final Invoice in question.  Volume discounts will be applied only on the last Final Invoice.

In any event, PROLIFE will have the right to compensation for any result, claim, damage, cost, charge, interest, fees, etc.  resulting from the delay or failure by the Customer to timely pay the Deposit.

In case of any delay in any payment to PROLIFE, all outstanding unpaid amounts shall become due and matured and immediately payable to PROLIFE, and Delayed Payment Interest shall accrue and be payable on all the outstanding amounts at the rate(s) and as provided for here below.
 
Customer is responsible to be ready in all respects to receive delivery as and when informed by PROLIFE that delivery can take place.  Furthermore Customer is to comply with Schedule of Works and/or the Project and/or Implementation Plan(s) as and where applicable.
 
Any modification from any of the approved designs and/or project descriptions and/or specifications at any stage will result in additional charges to the Customers, as per PROLIFE's applicable rates.  The full outstanding and unpaid value of the order/contract becomes due and immediately payable by the Customer to PROLIFE on the 7th calendar day from (1) PROLIFE informing the Customer that goods and/or services are ready for delivery and/or upload to server, as applicable, and/or (2) requesting for an appointment for such delivery, and/or (3) in case of web design/development, requesting from the Customer for approval of current work, for web content, graphics, logos, designs, colour schemes, themes, etc., and/or (4) in case of the Customer failing to comply in any respect with the mutually agreed Timescales (including any of the above mentioned schedules and plans).
 
3. DELAYED PAYMENT INTEREST:
Interest on late payment(s) and/or on any other outstanding amount(s) on which interest is chargeable and/or accruable pursuant to the provisions hereof shall accrue at the rate of 2.5% plus the relevant minimum lending rate p.a., calculated and compounded monthly on the overdue balance - pro-rata for any part of a month.
 
4. DELIVERY/TITLE/RISK:
Until receipt by PROLIFE of funds for the total value of the relevant Final Invoice, title and ownership of the Products delivered and/or invoiced to the Customer shall remain to PROLIFE and the Customer shall hold them in trust (in a fiduciary capacity and as Bailee) at its own risks, responsibility, cost and charge, it shall insure them and take all the necessary steps, actions, care and diligence to protect, conserve, and safeguard the Products so held in trust.  Once paid in full, title will automatically be transferred to the Customer, upon and subject to the terms and conditions of this Agreement and in strict accordance and conformity to its provisions regarding Proprietary Rights, Copyrights, Patents, Licences, EULAs, etc. etc.  As a reminder, risk of loss of goods passes to customer upon delivery.
 
5. INTELLECTUAL PROPERTY, PATENTS, LICENCES, EULAs, COPYRIGHT, TRADEMARKS, REGISTERED BRANDS, PROPRIETARY RIGHTS, RESTRICTIONS OF EXPORT AND/OR TRANSFER AND/OR USE AND/OR DISTRIBUTION AND/OR DISSEMINATION:
The Customer hereby acknowledges and confirms that all the products, Concepts, Designs, Equipment, Software and Services supplied and/or to be supplied under this Agreement, as well as their brands, logos, artwork and other graphics, and trademarks (hereinafter all collectively referred to as "Protected Products", the collective including the individual and the plural including the singular), are each and all covered and protected by Patents, Licences, EULAs, Copyrights, Trademarks, Brand Registrations, Intellectual Property and other Proprietary Rights belonging to third parties and/or to PROLIFE, and that similarly, by virtue of such rights and/or by virtue of local, national or foreign governmental legislation, statutes, laws and regulations (whether of U.K. EU, U.S. or any other jurisdiction whatsoever), transfer and/or export and/or re-export, use, distribution and/or dissemination may be partially or fully controlled and/or restricted and/or strictly forbidden, and hence the Customer hereby irrevocably and unconditionally accepts and submits to the terms and conditions of such rights and hereby irrevocably and unconditionally undertakes to fully conform to the terms and conditions thereof and to all the relevant legislation, laws, statutes and regulations, and to all applicable controls, restrictions and interdictions.
 
PROLIFE and all its manufacturers, suppliers, contractors and sub-contractors, consultants and providers and other involved third parties retain fully all their respective Intellectual Property rights in the Protected Products and/or any part thereof, as and when applicable (hereinafter referred to as "IP").
 
The Customer acknowledges and confirms that none of such rights are being sold and/or transferred to it, in whatsoever manner and to any extent whatsoever, and that they remain the full property of their respective holders, owners, and/or beneficiaries.

The Customer also irrevocably and unconditionally undertakes that in no event unauthorized use, copying, sale, transfer, export, distribution and/or dissemination of the IP and/or Protected Products shall be made by itself, its employees, affiliates, subsidiaries, branches, shareholders, partners, associates and/or any other party and/or person in a commercial, financial, legal or other relation with it of whatsoever nature.
 
The Customer hereby unconditionally and irrevocably (1) fully indemnifies and holds harmless PROLIFE for any failure in compliance to the above and (2) fully assumes complete responsibility for any and all results, damages including non exclusively direct and/or indirect damages, costs, charges, penalties, interests, fees, fines etc. and (3) undertakes to make good and remedy any and all claims by PROLIFE and/or any other third party with respect to the above.
 
Additionally are covered by this clause any and all information regarding the IP, Protected Products, the holders of their proprietary rights, their manufactures, sellers, suppliers, providers, PROLIFE and any of the consultants, subcontractors, affiliates or associates of PROLIFE, as well as regarding their business and/or production and/or commerce.
 
The Customer shall immediately and without delay inform the owner and beneficial owner of the IP as well as PROLIFE, in writing, of any infringement and/or unauthorized use of the Products and Protected Products or the IP in it or any part of it.
 
6. ACCEPTANCE/WARRANTY:
All hardware and software are covered by the warranty of the respective original manufacturer or software licensor, to the extent of and upon and subject to the terms and conditions of their respective warranties including not exclusively with respect of duration, to which the Customer hereby fully submits.
 
The Customer must inspect the Products immediately upon their delivery and in the absence of notification of a significant defect by the Customer to PROLIFE within 2 (two) working days from delivery, the Products will be deemed and automatically considered to have been accepted.
 
Are excluded from this agreement, and will be made available to the Customer against a payment of a mutually agreed supplement, should PROLIFE judge the intervention both possible and necessary, the following:

In case any of the Products or any of their components are still covered by Manufacturer's and/or Licensor's Warranty or its equivalent, or should still be covered but for a non-authorized modification or intervention by the Customer - PROLIFE will be liable for service (by itself or the Manufacturers and/or Licensor) only to the extent of the Manufacturer's and/or Licensor's Warranty or its equivalent, and only in as to so far as such Warranty or its equivalent is still fully in force and valid and has not been forfeited.  In case it has lost its validity or it has been forfeited during what would have been its period of validity, PROLIFE will not be responsible for maintenance nor repairs, at any time.
 
Products will be repaired strictly in accordance to the manufacturer or licensor's relevant warranty or its equivalent.

7. SERVICE/TECHNICAL SUPPORT:
Service and reasonable technical support may be provided by PROLIFE by telephone, internet or any other remote method, at its own and full discretion.
 
Diagnostics and/or repairs may be carried by PROLIFE or the original manufacturers at any of the Customer's, PROLIFE's or original manufacturer's premises, at PROLIFE's sole discretion.
 
Any intervention carried out by PROLIFE not covered under and/or not included in the warranty shall be charged by PROLIFE to the Customer and shall be payable by the Customer to PROLIFE as follows;

The hourly rate will be as per PROLIFE price list in force at time of intervention in function of the response time (Standard, Priority and Emergency, respectively 8 plus hours, 4 hours same day and 2 hours same day) as described above and of the type of intervention required for that incident (Silver, Gold or Platinum rate).  A surcharge will be charged on a case per case basis for intervention time out of office hours or during nor standard working days.
 
In case of an agreed daily rate, this shall mean a rate for 8 consecutive hours of intervention.  Any additional hour of intervention consecutive to the said 8 hours shall be charged at 1/8 (one eighth) of the daily rate plus any and all applicable surcharge(s) (as per the above), all other above provisions remaining otherwise applicable.  Any additional hour of intervention not consecutive to the said 8 hours shall be charged at the hourly rates plus any and all applicable surcharge(s) as mentioned in the above paragraphs.

8. THE CUSTOMER'S MAINTENANCE OBLIGATIONS:
The Customer hereby agrees and undertakes to maintain a proper operating environment for the equipment as specified by PROLIFE and in accordance with the original equipment supplier's/vendor's recommendations including working space and its environment, heat, light, ventilation, electric current and outlets and the use of necessary data communications facilities and equipment, failing which it will forfeit the relevant Warranties and their equivalent.
 
The Customer hereby agrees and undertakes to notify PROLIFE immediately upon equipment failure and shall allow PROLIFE's staff where necessary full, free and unrestricted access to the equipment as soon as they arrive on site.
 
The Customer hereby agrees and undertakes to carry out operational maintenance on the equipment in accordance with the instructions and procedures laid down in the original supplier's/vendor's standard user manuals supplied with the equipment and as authorised or instructed by PROLIFE.  The Customer will not otherwise repair or maintain the equipment except where specifically authorised by PROLIFE in writing.
 
The Customer hereby agrees and undertakes that if and whenever requested by PROLIFE it shall bear the cost of any maintenance calls, repairs or replacements to the equipment which needs to be carried out as a result of any act, omission or default by the Customer or any third party and in particular which may result from:

The Customer hereby agrees and undertakes to authorize and pay PROLIFE for any maintenance calls, addition or repair or replacements to the equipment or software where not covered by this Agreement and the Relevant Warranties and/or their Equivalent which needs to be carried to preserve operability of the Products, its safety, security and stability or to prevent any deterioration thereof and, in a more general manner to follow PROLIFE's recommendations with this respect.
 
Where any of PROLIFE's employees are admitted to the Customer's premises pursuant to this Agreement, the Customer undertakes to take such measures as are necessary to ensure as far as reasonably practicable that its premises and any plant and machinery, equipment or substance in such premises are safe and without risks to the health and security of PROLIFE's staff and employees.
 
Furthermore the Customer hereby fully and irrevocably indemnifies PROLIFE against any and all consequences, including not exclusively injury and/or death and/or loss and/or damage to any property, caused by or to the Customer and/or any other person, resulting from any failure by the Customer to abide to the safety, health and security provisions of this Agreement, or by any negligence, act or omission of the Customer, and against all costs, claims, demands and proceedings by any party, including any third party and any other claims at Common Law or under statutory provisions currently in force arising out of such failure.
 
The Customer accepts full responsibility for establishing the disciplines, operating methods and office procedures necessary for ensuring the proper and safe use, management and supervision of the equipment, and undertakes to implement them with the utmost diligence and care.
 
The Customer shall provide PROLIFE, its employees, consultants an subcontractors with all reasonable courtesy, information, cooperation, access and facilities for them to perform their duties, failing which PROLIFE shall not be obliged to perform any maintenance, service or assistance.
 
The Customer accepts full responsibility to execute all backups and to maintain up to date backups, as well as to perform all Anti-Viruses and Security Software Updates and Definitions Updates and Scans on a continuous and permanent basis.  PROLIFE is no event responsible for any loss of data.  Should it be necessary during a maintenance call, PROLIFE may at its discretion carry out a backup and this will be charged to the Customer and at the relevant scheduled rate.
 

9. INDEMNITIES:
PROLIFE warrants that the telephone support and other services supplied pursuant to this Agreement shall be supplied by qualified personnel consistent with the standards generally prevailing in the industry for similar services.
 
For the avoidance of doubt PROLIFE makes no other warranties either express or implied, nor does it warrant or guarantee un-interrupted or error free service where the fault arises out of improper use, operational neglect of the software or any other equipment, unauthorized repair or use, modification, customization of the software, failure to implement recommendations or solutions to faults notified by PROLIFE, any repair, adjustment, addition or reinstallation or alteration made by any person other than by PROLIFE without its prior written consent.
 
The Customer hereby agrees that PROLIFE shall not be responsible or liable and that PROLIFE is hereby held fully harmless for any loss, injury, claim, loss of profit, liability or damage of any kind (including and not limited to loss of information and/or data) resulting from the Customer's use of the Products and PROLIFE's related maintenance and advice.
 
Should PROLIFE be held responsible notwithstanding the previous clause, in no event shall PROLIFE's liability under this Agreement exceed, in the aggregate, the amount of the then current annual subscription fee actually paid to PROLIFE by the Customer for the Support Services under this Agreement.
 
The Customer hereby agrees that under no circumstances shall PROLIFE be liable nor responsible for any loss of profit or for any other direct and/or indirect consequential loss or damage howsoever caused arising from or in connection with this Agreement and the agreed provision of services as set out herein.
 
The Customer's Data will be held and/or transferred upon and subject to the terms and conditions of this Agreement and in strict accordance with the applicable data protection legislation and regulations as well as with PROLIFE's data protection registration.  The Customer consents to its own and/or personal data be transferred to accompany outside the EU and the EEA.  The Customer may instruct PROLIFE not to use its data for direct marketing purposes.
 
PROLIFE is not liable for delays or failure in performance (including non exclusively delivery or service) caused by circumstances beyond its reasonable control and by any event of Force Majeure.  PROLIFE shall be entitled to a time extension for performance for all the duration of such events plus enough time to allow replacements.  If this lasts more than 2 months, this Agreement may be terminated by other party without compensation - except for the payment of what has been already delivered by way of goods, software or services by PROLIFE.
 
10. TERMINATION:
PROLIFE may terminate this Agreement with immediate effect by written notice in case of (1) Failure by the Customer to pay in Time any of the amounts due and/or payable under this Agreement; (2) breach or suspicion of breach by the Customer of export and/or re-export control laws and/or any of the provisions of this Agreement with regards to IP.  Either party may terminate this Agreement by due notice in writing if the other party (1) commits a material or persistent breach of this Agreement and fails to remedy and make it good within 30 calendar days of written notice from the other or (2) becomes insolvent or unable to pay debts as they fall due.
 
11. MISCELLANEOUS:
The terms of this Agreement shall remain confidential other than for disclosure by the Customer or PROLIFE to their professional advisers (who in turn are bound by this confidentiality condition).
 
This Agreement and its Schedules, Annexes, and other Enclosures (which constitute an integral part of this Agreement) constitute together the whole and sole binding agreement between the parties hereto and shall not operate to create a relationship of partnership between them: the terms and conditions of this Agreement constitute a complete and exclusive statement of the understanding reached by the parties and shall supersede any and all other prior oral and/or written communications between them.  Any Brochure is enclosed for information purpose only and does not obligate PROLIFE in any manner whatsoever under this Agreement as per Specifications or any other aspect thereof. Whenever reference is herein made to this "Agreement" it shall mean this "Agreement and its Enclosures".
 
This Agreement may be modified only in writing in the form of a document signed by the authorized signatories of both parties.
 
In no event shall either party, except in respect of the payment of fees and other charges for maintenance, service, labour, hardware, software, licenses, subscriptions and any other related costs, under this Agreement be liable to the other party for any direct, incidental, consequential, indirect or punitive damages, including but not limited to loss of profits, regardless whether such liability would be based on tort, strict liability, breach of contract, breach of warrantees and/or guarantees, failure of essential purpose or otherwise, whether or not an advice or notice of the possibility of such damage was and/or had been given.  The Customer may in no event transfer or assign any of its rights and/or obligations under this Agreement.
 
PROLIFE may subcontract, assign or transfer any of its obligation and/or rights to whether in whole or in part to a competent third party.
 
All notices must be in writing (by hand, email, fax, 1st class post deemed delivered 2 working days after posting) and must be sent to the attention of a legal officer of the other party.
 
Each party shall treat all information received from the other whether (1) it is marked "confidential" or it is indicated as otherwise proprietarily protected or (2) it is reasonably obvious to be so, as it would treat its own confidential or otherwise proprietarily protected information, and shall not disclose it to any third party unless otherwise provided for in this Agreement.
 
This Agreement shall be governed by English law and both parties hereby submit to the exclusive jurisdiction of the English Courts and of High Court of Justice in England.  The Vienna Convention on contracts for the International Sale of Goods is excluded.
 
If any clause or any part of this Agreement or the application thereof shall for any reason be adjudged by any court or other legal authority of competent jurisdiction to be invalid and/or unenforceable such judgment shall not affect the remainder of this Agreement which shall remain in full force and effect.
 
If Customer is a Consumer, he may cancel any purchase within 7 working days of receipt without cause and receive a refund of the Price paid against return of the Products cancelled together with their packing, operating manual, accessories and documentation, provided PROLIFE is informed in writing within the time limit and relevant Products are returned to PROLIFE unaltered immediately and without any delay whatsoever.  Any statutory Consumer rights are unaffected by this Agreement.  This Clause DOES NOT apply to any business customer, business user or business consumer.
 
Export restrictions: PROLIFE IT Ltd.   will not carry out any business with countries that are in an ineligible destination country under the EC & UK export restrictions and U.S. sanctions regulations.