Terms and Conditions
Definitions
These are the definitions that apply to this Agreement:
"Client" is the company or individual who has engaged Propria to provide the Services.
"Propria" refers to Propria.io, the company providing the Services.
"Services" means any work carried out by Propria for the Client, including strategy, websites, business intelligence, content marketing, SEO and AI search, and client engagement.
"Campaign" is any email, message, webpage or other work completed by Propria on behalf of the Client to generate business, leads or website visitors. A Campaign may be conducted online, by email, through advertising, or through any other medium.
Introduction
Welcome to Propria.io
A. The Client is of the opinion that Propria has the necessary qualifications, experience and abilities to provide the Services to the Client.
B. By clicking "Select Plan" or "Order Now" on the Propria website, or by accepting a written proposal or quotation from Propria, the Client agrees to these terms and conditions.
C. Propria agrees to provide the Services to the Client on the terms and conditions set out in this Agreement.
In consideration of the matters described above, and of the mutual benefits and obligations set out in this Agreement, the Client and Propria (individually a "Party" and together the "Parties") agree as follows.
1. Term and Termination
1.1 The term of this Agreement (the "Term") begins on the date the Client accepts these terms and continues until it is ended in accordance with this section.
1.2 Website services carry a minimum subscription term of 12 months from the date the service begins. The Client may not cancel a website subscription before the end of that 12-month period.
1.3 At the end of the minimum 12-month term, a website subscription continues on a rolling monthly basis until it is cancelled in accordance with clause 1.5.
1.4 All services other than websites are provided on a rolling basis with no minimum term.
1.5 To cancel any service, the Client must give Propria 30 days’ written notice. Notice takes effect from the date Propria receives it. The Client remains liable for all fees falling due within the notice period.
1.6 Notice of cancellation must be given in writing. Email to the address published on the Propria website is accepted as writing for this purpose.
1.7 If the Client wishes to end this Agreement before the completion of a minimum term or any other agreed fixed term, both Parties must agree to do so in writing.
1.8 Propria may end this Agreement with 30 days’ written notice, or immediately where the Client is in material breach of these terms, including any failure to pay sums when they fall due.
1.9 The Client may increase or reduce the level of any service at any time. Any reduction is subject to the completion of any minimum term and to the notice period set out in clause 1.5.
1.10 If the Client breaches any of the termination provisions in this section, the Client remains liable for all costs incurred by Propria up to that point.
1.11 The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
2. Fees and Payment
2.1 The Client agrees to the pricing displayed on the Propria website or set out in any written proposal accepted by the Client.
2.2 Propria will not increase the Client's subscription rate for a minimum of 12 months from the date the service begins.
2.3 Payment may be made by card or by invoice. Card payments are accepted via the Propria website or a secure payment link issued by Propria. Where payment is made by invoice, Propria will issue an invoice to the Client for settlement by bank transfer.
2.4 Any custom Campaign or bespoke piece of work is paid through a payment link or invoice issued by Propria to the Client.
2.5 Invoices are payable within 14 days of the invoice date unless otherwise agreed in writing.
2.6 All monetary amounts referred to in this Agreement are in GBP, unless another currency is agreed in writing.
2.7 Prices quoted exclude Value Added Tax. VAT is charged in addition where it applies, in accordance with UK VAT rules and the place of supply for the Client concerned.
2.8 Propria does not offer refunds. This applies to all subscriptions and purchases.
2.9 Propria reserves the right to charge interest on any invoice outstanding for more than 14 days, both before and after judgment, at 5 per cent above the Bank of England base rate in force from time to time, running from the due date until payment is received in full.
2.10 In addition to its right to claim interest, if the Client fails or unreasonably refuses to pay any invoice by the due date, Propria may (but is not obliged to) suspend all further work under this Agreement until the Client's account is brought up to date, including all interest and costs payable.
2.11 Where payment is more than 14 days overdue, any domain, hosting or other service may be suspended. Reactivating a domain can take up to 30 days, as this sits outside Propria's control. Propria is not liable for any loss arising from such a delay, including any loss of profit or business opportunity.
2.12 If the Client defaults on the payment terms above, every subsequent invoice becomes due and payable immediately from the point of default.
2.13 Overdue accounts will receive a letter before any legal action is taken.
2.14 If the Client fails to settle an outstanding debt, Propria will take legal action to recover that debt together with any associated costs.
2.15 Propria is responsible for all income tax, National Insurance and similar contributions relating to payments made under this Agreement, and will indemnify the Client in respect of any such payments the Client is required to make.
2.16 Propria is solely responsible for all remuneration and benefits due to its own employees, including National Insurance, income tax and any other form of taxation or social security cost.
3. Confidentiality
3.1 "Confidential Information" means any data or information relating to the business of either Party that would reasonably be considered proprietary, including accounting records, business processes and client records, that is not generally known in that Party's industry, and where release of that information could reasonably be expected to cause harm.
3.2 All written and spoken information and material disclosed by the Client to Propria under this Agreement is Confidential Information, whether it was provided before or after the date of this Agreement and however it was provided.
3.3 Propria agrees not to disclose, reveal, report or use for any purpose any Confidential Information it has obtained, except as authorised by the Client or as required by law. This obligation applies throughout the Term and continues indefinitely after termination.
3.4 The Client agrees not to disclose, reveal, report or use for any purpose any Confidential Information it has obtained, except as authorised by Propria or as required by law. This obligation applies throughout the Term and continues indefinitely after termination.
3.5 On expiry or termination of this Agreement, Propria will return to the Client any property, document, record or Confidential Information belonging to the Client.
4. The Services
4.1 The Client will provide all information required by Propria to produce any Campaign or deliver any service. Where the Client provides insufficient information, the Client remains responsible for the results without exception. Propria does not verify the accuracy, quality or integrity of information provided by the Client.
4.2 The Client is responsible for all data supplied and must check and confirm that content is correct. Propria accepts no responsibility or liability for such data or content.
4.3 Propria gathers prospect information from public sources. Despite Propria's best efforts to verify that information, the Client understands that it may not be complete or current.
4.4 Propria does not guarantee response levels from any Campaign. Lead, prospect and connection levels vary.
4.5 Where a service specifies a volume of activity, that figure is a maximum and an estimate. It is frequently exceeded but does not constitute a guarantee.
4.6 If the Client fails to respond to reasonable requests from Propria or does not communicate during the delivery process, Propria is not accountable for any resulting delay.
4.7 If the Client chooses not to follow advice given by Propria in relation to any service or Campaign, the Client is responsible for that decision and its outcome.
4.8 The Client takes full responsibility for any instructions given to Propria.
4.9 Where a service is not hosted by Propria, any issue relating to that hosting must be addressed to the hosting provider. Propria is not responsible for such issues.
4.10 Any image, text or graphic displayed on any website, Campaign, CRM, CMS, application or service provided by Propria is the sole responsibility of the Client. Propria accepts no liability for that content, however it is provided or displayed.
4.11 The Client accepts responsibility and liability for any webpage, information or article published online on the Client's behalf.
5. Ownership and Intellectual Property
5.1 All domains ordered by the Client are registered in Propria's ownership and licensed from the domain host. They are not the property of the Client, and the Client holds no rights to them during the Agreement or after the Services end.
5.2 All elements of Propria's products and Services remain the property of Propria and are provided to the Client under licence.
5.3 Website and webpage concepts belong to Propria.
5.4 Website and webpage designs used in any Campaign belong to Propria.
5.5 Software code written by Propria before the date of this Agreement and incorporated into a service belongs to Propria.
5.6 Code written specifically for the Client belongs to Propria.
5.7 Software components previously developed by Propria belong to Propria.
5.8 All intellectual property in software, content or text developed or produced by Propria under this Agreement is the property of Propria.
5.9 All intellectual property in text or other content supplied by the Client under this Agreement remains the property of the Client.
5.10 Graphic images supplied by the Client belong to the Client, unless Propria expressly states that it retains ownership.
5.11 Where Propria incorporates or embeds third party software in a service, that software is, so far as possible, properly licensed to Propria. The Client holds no rights to it.
5.12 The Client confirms and understands that Propria's Services and software are solely the property of Propria, including all code, software, content, workflows and imagery.
6. Liability and Indemnity
6.1 The Client unconditionally accepts that Propria is not liable for any legal action brought against the Client arising from the production of any report of any kind.
6.2 The Client agrees to indemnify Propria against all claims and costs arising:
i) in connection with content supplied by the Client, whether for breach of intellectual property rights, defamation or otherwise;
ii) out of any failure by the Client to comply with any law or statutory instrument.
6.3 The indemnity at clause 6.2 applies provided that Propria:
i) notifies the Client of any infringement as soon as it becomes aware of it;
ii) gives the Client sole conduct of the defence of any claim, and does not admit liability or settle, compromise or attempt to settle or compromise the claim except on the express instructions of the Client;
iii) acts in accordance with the reasonable instructions of the Client and gives the Client whatever assistance it reasonably requires in conducting the defence.
6.4 The Client will reimburse Propria for the reasonable costs incurred in complying with clause 6.3.
7. General
7.1 In providing the Services, Propria acts as an independent contractor and not as an employee. This Agreement does not create a partnership or joint venture between the Parties and is exclusively a contract for services.
7.2 All notices, requests, demands and other communications required or permitted under this Agreement will be given in writing.
7.3 Any amendment or modification of this Agreement, or any additional obligation assumed by either Party in connection with it, is binding only if recorded in writing and signed by each Party or an authorised representative of each Party.
7.4 No extension or variation of this Agreement operates as a waiver of this provision.
7.5 Propria will not, voluntarily or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
7.6 There is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly set out in it.
7.7 This Agreement takes effect for the benefit of, and is binding on, the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
7.8 Headings are included for convenience only and are not taken into account when interpreting this Agreement.
7.9 Words in the singular include the plural and vice versa. Words in the masculine include the feminine and vice versa.
7.10 If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, all other provisions continue to be valid and enforceable, with the invalid or unenforceable part severed from the remainder.
7.11 A waiver by either Party of a breach, default, delay or omission under this Agreement is not to be construed as a waiver of any later breach of the same or any other provision.
8. Jurisdiction
8.1 The Parties will use their best efforts to negotiate in good faith and settle any dispute arising from or relating to these terms or any breach of them.
8.2 This Agreement, including any non-contractual matters and obligations arising from it or associated with it, is governed by and construed in accordance with the laws of England and Wales.
8.3 Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement, including any non-contractual matters and obligations arising from it or associated with it, falls within the exclusive jurisdiction of the courts of England and Wales.
Schedule 1
Schedule of prices and charges
Hourly rate: £200 per hour
Consultancy: £1,750 per day plus expenses