Outsourced - T&Cs
All Fees on our Quotation are exclusive of VAT. Reasonable travel expenses to/from your offices including accommodation (where required) shall be recharged at cost. Fees are based on acceptance of our standard agreement based on these terms and conditions. Legal fees may be charged where changes are requested to the standard agreement.
Any Quotation is on the basis of the term as set out in the Quotation and is valid for three months, after which a revised quotation may be necessary.
The definitions and rules of interpretation in clause 26 apply in this agreement.
IT IS HEREBY AGREED
1. SERVICES
1.1 The Customer shall exclusively appoint the Supplier, and the Supplier shall provide the Services to the Customer pursuant to the terms and conditions of this agreement.
1.2 In providing each of the Services, the Supplier shall at all times:
1.2.1 provide the Services in accordance with all Applicable Laws; and
1.2.2 allocate sufficient resources to provide the Services in accordance with the terms of this agreement.
1.3 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
1.4 The Supplier will provide the Services based on the Payroll Data supplied by the Customer, or authorised third parties, and the Customer hereby acknowledges that the Supplier shall accept no responsibility or incur any liability whatsoever for any errors in the Payroll Data or delays in supplying Payroll Data to the Supplier.
2. TERM
2.1 This agreement shall commence on the Commencement Date. Unless terminated earlier in accordance with clause 9 (Termination) or this clause, this agreement shall continue for a period set out in the Quotation (“Initial Term”) and shall automatically extend for a period of twelve months (“Extended Term”) at the end of the Initial Term and at the end of each Extended Term. Either party may give written notice to the other party, not later than three months before the end of the Initial Term or the relevant Extended Term, to terminate this agreement at the end of the Initial Term or the relevant Extended Term, as the case may be.
2.2 Following the issue of a notice of termination under clause 2.1 the Supplier may agree to provide Services for short extension periods of one, three or six months.
3. CUSTOMER OBLIGATIONS
3.1 The Customer shall supply all Payroll Data to the Supplier as and when requested.
3.2 The Customer shall ensure that all Payroll Data provided to the Supplier:-
3.2.1 is provided in good order;
3.2.2 includes all details as may be reasonably required by the Supplier;
3.2.3 is provided in a format as specified by the Supplier.
3.3 The Customer shall be responsible for and shall undertake to carry out verification to ensure the accuracy, integrity and operational availability of the Payroll Data.
3.4 The Customer acknowledges, agrees and accepts that the Supplier shall be under no obligation to review, verify, modify or raise any query in respect of any Payroll Data supplied by the Customer.
3.5 The Customer shall, to the extent not expressly provided for elsewhere in this agreement, using its reasonable endeavours, respond to requests for information in a prompt and timely manner.
3.6 The Customer will provide the Supplier of Paypath/BACS "Processing Dates" for each new calendar year as soon as it is available to the Customer and in any event no later than 14 days from the commencement of each calendar year.
3.7 The Customer is responsible for the accuracy and completeness of their records, including the Payroll Data. All liability of the Supplier howsoever arising, as a result of errors, inaccuracies, omissions, commissions or a lack of clarity in the Customer’s records, are excluded and the Customer indemnifies the Supplier, and keep the Supplier indemnified, for any penalties, charges or interest arising directly or indirectly from the provision of inaccurate information in the Customer’s records.
3.8 The Customer shall comply with all Applicable Laws, including any employment-related taxation regulations and in particular and without limitation, the requirement to retain all records, personal and business for any applicable retention periods as required under Applicable Law.
3.9 The Customer remains fully responsible for the payment of all taxes relating to the Customer’s affairs. The Customer undertakes not to make any employment-related taxation payments, without first having received written advice from the Supplier as to the correct sums that are to be paid.
3.10 The Customer shall forward any notifications or demands received by the Customer related to the Services, of any taxes due, fines or any other penalties or sanctions received by the Customer from any applicable governmental or regulatory authority, immediately on receipt and in any case no longer than 3 days thereafter.
3.11 Without limitation to clause 3.10, the Customer shall provide to the Supplier immediately upon receipt by the Customer (and in any case no longer than 3 days) with copies of any documents or notices served upon the Customer by the any taxation authority or any related governmental or municipal authority.
3.12 The Customer shall make available to the Supplier a single authorised representative for the duration of the agreement. The authorised representative will have the Customer’s authority for the management and control of all the Customer resources required throughout the Term and for ensuring Customer specific decisions are reached in the required timescales.
3.13 Subject to clause 3.14:-
3.13.1 Where the Customer wishes to make any amendment to any Payroll Data provided to the Supplier, it shall ensure that any such amendment is made under the written authorisation of a level one signatory, in a form as specified by the Supplier.
3.13.2 The Customer shall ensure that the transmission of any Payroll Data to the Supplier under this agreement is carried out under the written authorisation of a level two signatory, in a form as specified by the Supplier.
3.14 The Customer may appoint additional level one and / or level two signatories from time to time, subject to the provision of the details of such signatories to the Supplier, in a form as specified by the Supplier. On request from the Supplier, the Customer shall provide the Supplier with all details as specified by the Supplier in respect of the then current authorised signatories under clause 3.13.
3.15 The Customer is ultimately responsible for who among its employees has access to the Services or any deliverables thereunder and the Customer shall be responsible for taking all necessary steps are taken to ensure access to the Service is restricted.
4. FEES
4.1 The Customer shall pay to the Supplier the Fees, as follows:
4.1.1 The Initial Set Up Fee is invoiced monthly in arrears;
4.1.2 The Monthly Fee is invoiced monthly in arrears based on the actual number of Employees processed in the preceding month multiplied by the Price per Employee Per Month subject to the monthly minimum fee set out in the Quotation; and
4.1.3 Other Fees are invoiced as set out in the Quotation.
4.2 All sums payable under this agreement are exclusive of VAT or any relevant local sales taxes, for which the Customer shall be responsible.
4.3 If the Customer fails to make any payment due to the Supplier under this agreement by the due date for payment, then, without limiting the Supplier's remedies under clause 9, the Customer shall pay interest on the overdue amount at the rate of 8% per annum above the European Central Bank's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
4.4 If the Customer disputes any invoice due under this agreement, the Customer shall immediately notify the Supplier in writing, and in any case no later than five days from the date of the invoice. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date. If it is subsequently resolved that some or all of the amount in dispute ought to have properly been paid at the time of the invoice, then the Customer shall pay the amount finally resolved together with interest on that amount in accordance with the terms of payment set out in this agreement.
4.5 Any obligation or liability of the Supplier under this agreement shall be suspended and unenforceable by the Customer against the Supplier, where the Customer is in default of its payment obligations under this clause 4.
4.6 The Monthly Fee is subject to annual indexation to meet the rising costs of operation. The Monthly Fee will be reviewed at the beginning of each Calendar Year and indexation shall apply as from January 1st of such Calendar Year and shall not exceed CPI plus 5%.
4.7 The Monthly Fee can by adjusted with one (1) month prior written notice to the Customer in the event of:
4.7.1 changed market conditions, such as but not limited to an increase of the costs to perform the Services, a price adjustment by subcontractors or external suppliers; or a change in the applicable laws or of compliance with existing laws which imposes new and/or more onerous obligations on the Customer as employer and/or on the Supplier. In such event, the Supplier shall adjust its fees to the cost-increasing circumstances not caused by the Supplier, insofar as such costs can be demonstrated; and
4.7.2 a change in the scope of the Services.
4.8 Fees for short extension periods under clause 2.2 shall be agreed between the parties taking account of both the short notice received by the Supplier and the short extension period requested by the Customer.
5. CONFIDENTIALITY
5.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 5.2.
5.2 Each party may disclose the other party's confidential information: (i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 5.2; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
5.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
6. SUPPLIER'S WARRANTIES
6.1 The Supplier undertakes, warrants and represents on an ongoing basis that it shall discharge its obligations under this agreement using personnel of required skill, experience and qualifications and with all due skill, care and diligence including in accordance with applicable industry practice. Notwithstanding the foregoing, the Supplier does not warrant that the Customer's use of the Services will be error-free.
6.2 The Supplier does not offer a tax advice service under any circumstances and gives no other warranties or representations with regard to the Services, to the fullest extent permissible by law. Except as explicitly set out herein, all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
7. LIMITS OF LIABILITY AND INSURANCE
7.1 Except as expressly stated in clause 7.2:
7.1.1 the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(a) special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
(b) loss of profits;
(c) loss of anticipated savings;
(d) loss of business opportunity;
(e) loss of goodwill; or
(f) loss or corruption of data;
7.1.2 the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this agreement or any collateral contract, shall in no circumstances exceed a sum equal to the aggregate Monthly Fees paid in the previous three month period;
7.1.3 the Customer agrees that, in entering into this agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this agreement) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this agreement.
7.2 The exclusions in clause 6.2 and clause 7.1 shall apply to the fullest extent permissible in law.
7.3 The Customer shall at all times be responsible for appraising itself of changes in any law, legislation, rule or regulation (including any new law, legislation, rule or regulation) related to its own (or its employees) tax compliance requirements.
7.4 The Supplier shall not be liable under this agreement to the extent that such liability comprises penalties, charges or interest arising directly or indirectly from any act, omission, transaction or arrangement of the Customer in breach of its obligations under this agreement, including without limitation, any breach of clause 3.
7.5 The parties agree that any claim or action arising out of or connected with this agreement that the Customer is permitted to bring against the Supplier must be brought within six months of the date when its cause of action arose.
7.6 All references to "the Supplier" in this clause 7 shall, for the purposes of this clause only, be treated as including all employees, subcontractors and suppliers of the Supplier and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause.
7.7 The Supplier shall maintain during the Term, such policies of insurance (with reputable insurance companies) to enable it to discharge its potential liabilities under this agreement.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 The Customer acknowledges that all Intellectual Property Rights in the Services belong and shall belong to the Supplier.
9. TERMINATION
9.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
9.1.1 the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified to make such payment;
9.1.2 the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 45 days after being notified to do so;
9.1.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 818 of the Companies Act 2014;
9.1.4 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
9.1.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
9.1.6 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
9.1.7 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
9.1.8 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.1.3 to clause 9.1.7 (inclusive); or
9.1.9 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
9.2 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
9.3 On termination for any reason, the Customer shall immediately pay to the Supplier any sums due to the Supplier under this agreement.
9.4 On termination of this agreement, howsoever arising, each party shall:-
9.4.1 provide the other party with all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's confidential information;
9.4.2 erase all the other party's confidential information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically practicable) and, shall certify in writing (which for the purposes of this clause, shall include email) that all such confidential information has been returned or erased.
9.5 Any provision of this agreement which expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.
10. CUSTOMER DATA
10.1 For the purposes of clauses 10 and 11, the following definitions shall apply:
10.1.1 the terms “Controller”, “Processor”, “Data Subject”, “Personal Data” and “Processing” bear the respective meanings given to them in the Data Protection Legislation.
10.2 The Customer shall own all rights, title and interest in and to all of the Customer Personal Data, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer personal Data used in conjunction with and/or entered into the Services.
10.3 The Customer shall and does hereby:
10.3.1 permit the Supplier to anonymise and aggregate the Customer Personal Data to analyse the use, and improve the efficiency of the Services; and
10.3.2 agree that the Supplier may access and disclose Customer Personal Data as required by applicable law, as permitted by the Customer, and as is required to provide the Services.
10.4 If the Supplier Processes any Personal Data on the Customer’s behalf when performing its obligation under this agreement, the parties record their intention that the Customer shall be the Controller and the Supplier shall be a Processor and the provisions of clause 11 (Data Protection) shall apply.
11. DATA PROTECTION
11.1 The Customer shall in the course of fulfilling its obligations under this agreement:
11.1.1 Comply with the Data Protection Legislation and any other applicable laws in any relevant jurisdiction relation to the handling of Personal Data;
11.1.2 In relation to Personal Data collected and Processed in the course of fulfilling such obligations, provide to individuals, at the time when individuals provide such Customer Data, a statement that;
(a) meets the obligations of the Data Protection Legislation in relation to the collection and Processing of Personal Data;
(b) clearly states that such Licensee Personal Data will be shared with the Licensor (as Processor) for the purposes of providing the Licensed Program; and
(c) seeks to obtain consent from individuals for any uses of Customer Personal Data in relation to the performance of the Services for which consent must separately be obtained, except as required by law or in order to fulfil obligations under this agreement;
11.1.3 in the event of an investigation of a complaint occurring as a result of a breach or alleged breach of this agreement, cooperate with any investigation by the Data Protection Commission or any complaints handling or other regulatory body established under the Data Protection Legislation;
11.1.4 provide the Supplier with documented instructions (which may be specific instructions or instructions of a general nature as set out in this agreement or as otherwise notified by Customer to Supplier from time to time) as to how the Customer Personal Data may be Processed on the Customer’s behalf. A description of the scope and purpose and duration of the Processing permitted in connection with the agreement (including the type of Customer Personal Data and categories of data subject involved) is set out in Appendix 1; and
11.1.5 take all necessary technical and organisational measures to ensure an appropriate level of security as required pursuant to Article 32 of the GDPR.
11.2 The Supplier shall in the course of fulfilling its obligation under this agreement:
11.2.1 process the Customer Personal Data only on documented instructions from the Controller in accordance with clause 11.1.4, including with regard to transfers of Customer Personal Data to a third country or an international organisation, unless required to do so by Union or Member State law to which the Processor is subject; in such a case, the Processor shall inform the Controller of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest;
11.2.2 if any transfer of Customer Personal Data requires the execution of the Standard Contractual Clauses in circumstances where Customer Personal Data is being transferred to a third country (to include the UK) in order to comply with the Data Protection Legislation, the parties will complete all relevant details in and execute the Standard Contractual Clauses, and will take all other actions required to legitimise the transfer of the Customer Personal Data
11.2.3 ensure that persons authorised to Process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
11.2.4 taking into account the nature of the Processing, assist the Controller by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Controller's obligation to respond to requests for exercising the Data Subject's rights laid down in Chapter III of the GDPR provided the Controller informs the Supplier of any such request within 3 days of receipt from a Data Subject;
11.2.5 in event of an investigation of a complaint occurring as a result of a breach or alleged breach of this agreement, cooperate with any investigation by the Data Protection Commission or any complaints handling or other regulatory body established under the Data Protection Legislation;
11.2.6 take all measures required pursuant to Article 32 of the GDPR and assist the Controller in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of Processing and the information available to the Processor;
11.2.7 at the choice and expense of the Controller, delete or return all Customer Personal Data to the Controller at the end of the provision of Services relating to Processing, and delete existing copies unless Union or Member State law requires storage of the Customer Personal Data;
11.2.8 make available to the Controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller. The Supplier shall make available such information and allow for such audits and inspections at no cost to the Customer for up to four hours per annum. Additional time shall be charged on a time and material basis. The Supplier shall immediately inform the Controller if, in its opinion, an instruction from the Controller infringes the GDPR or other Union or Member State data protection provisions; and
11.2.9 respect the conditions referred to in paragraphs 2 and 4 of Article 28 of the GDPR for engaging another Processor.
11.3 The Supplier shall notify the Customer without undue delay about:
11.3.1 any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Customer Personal Data (a “Personal Data Breach”). The Customer shall without undue delay, notify the Supplier of any Personal Data Breach affecting the Supplier;
11.3.2 any legally binding request for disclosure of the Personal Data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;
11.3.3 any accidental, unauthorised access or other event that constitutes a Personal Data Breach; and
11.3.4 any request received directly from a Data Subject without responding to that request, unless it has been authorised by the Customer to do so.
11.3.5 take all necessary technical and organisational measures to ensure an appropriate level of security as required pursuant to Article 32 of the GDPR.
11.4 Without limiting the Supplier’s other obligations under this agreement, the Supplier shall inform the Customer of any intended changes concerning the addition or replacement of any third party processors in order to give the Customer an opportunity to object to this engagement or change, as the case may be. If the Supplier engages a third party to Process any Customer Personal Data, the Supplier shall impose on such third party, by means of a written contract, the same data protection obligations as set out in this agreement. Where the Supplier appoints a third party processor which requires the execution of the Standard Contractual Clauses (in circumstances where Customer Personal Data is being transferred to a third country, to include the UK) in order to comply with the Data Protection Legislation, the Supplier confirms that it will enter into the Standard Contractual Clauses with the third party processor and will make the executed Standard Contractual Clauses available to the Customer on request. Where that third party processor fails to fulfil its data protection obligations, the Supplier shall remain fully liable to the Customer for the performance of that other Processor's obligations.
11.5 To the maximum extent permitted by applicable law, the Supplier shall be responsible for any loss, destruction, alteration or disclosure of Customer Personal Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Personal Data).
11.6 Nothing in this agreement shall be deemed to limit the Customer’s obligations under the Data Protection Legislation or this agreement as a Controller.
11.7 The Supplier represents, warrants and undertakes that in providing any instructions to the Supplier (in the Supplier’s capacity as a Processor), that the Customer (as Controller) (i) has and shall maintain all necessary consents or other valid legal bases (within the meaning of the GDPR) to Process (or have Processed) the Customer Personal Data and (ii) shall not commit any act or request or require the Supplier to do anything which may result in a claim being made against the Supplier under the Data Protection Legislation and the Customer agrees to indemnify and keep the Supplier indemnified against any liability, damages, costs (including legal costs) and/or expenses arising as a result of such claim.
12. EMPLOYMENT LAW
12.1 The Customer acknowledges and agrees that in the event of termination of the agreement, loss of the agreement or transfer to the Supplier of any obligation to be performed under this agreement, this will not constitute the transfer of any obligations arising under any contract of employment with an employee of the Customer, for the purposes of the European Communities (Protection of Employees’ Rights on Transfer of Undertakings) Regulations 2003 (the “Regulations”). If any such obligations transfer contrary to this intention, then the Customer shall indemnify the Supplier against any loss or liability suffered by the Supplier or claims brought by any former employee of the Customer against Supplier.
13. PUBLICITY
13.1 The Licensor may refer to the Licensee (and/or its branding) as being a client of the Licensor in customer reference lists, sales presentations and Licensor marketing documentation.
14. WAIVER
14.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15. REMEDIES
15.1 Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
16. ENTIRE AGREEMENT
16.1 This agreement contains the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
16.2 Each party acknowledges that, in entering into this agreement and the documents referred to in it, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this agreement or not) other than as expressly set out in this agreement or those documents.
16.3 This agreement will not be interpreted more strictly against one party than the other merely by virtue of the fact that it was prepared initially by the Supplier.
17. VARIATION
17.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
18. SEVERANCE
18.1 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
19. COUNTERPARTS
19.1 This agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
20. NO PARTNERSHIP OR AGENCY
20.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
20.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
21. ASSIGNMENT
21.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement, provided that it gives prior written notice of such dealing to the Customer.
21.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement, without the prior written consent of the Supplier.
22. FORCE MAJEURE
22.1 Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
23. NOTICES
23.1 Any notice given to a party under or in connection with this contract shall be delivered to the address as may be specified by the other party from time to time.
24. ARBITRATION
24.1 Any dispute, controversy or claim arising out of or relating to this agreement, including any question regarding its breach, existence, validity or termination or the legal relationships established by this agreement, shall be finally resolved by arbitration under the UNICITRAL Rules in force at the date of this agreement. It is agreed that:
24.1.1 the tribunal shall consist of one arbitrator (who is to be a practising solicitor);
24.1.2 in default of the parties' agreement as to the arbitrator, the appointing authority shall be the President of the Law Society of Ireland;
24.1.3 the seat of the arbitration shall be Dublin;
24.1.4 the law governing this arbitration agreement shall be Irish; and
24.1.5 the language of the arbitration shall be English.
25. GOVERNING LAW AND JURISDICTION
25.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Ireland and subject to clause 24, the parties irrevocably submit to the jurisdiction of the Irish Courts.
26. INTERPRETATION
26.1 The definitions and rules of interpretation in this clause apply in this agreement.
"Affiliate" means any business entity from time to time controlling, controlled by, or under common control with, either party.
"Applicable Law" means the laws of Ireland and the European Union and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the provision of the Services.
“Commencement Date” means the earlier of the date set out in the Quotation or the date provision of the services or any work carried out under this Quotation commences.
"Control" means where a business entity shall be deemed to "control" another business entity if it owns, directly or indirectly, in excess of 50% of the outstanding voting securities or capital stock of such business entity, or any other comparable equity or ownership interest with respect to a business entity other than a corporation.
“Customer” means the customer as identified in the Quotation.
“Customer Personal Data” means any Personal Data provided by or on behalf of the Customer to the Supplier.
“Data Protection Legislation”
“Employees” means the Data Protection Acts 1988 and 2003, Data Protection Act 2018, Regulation (EU) 2016/679 (“GDPR”) and all applicable laws and regulations relating to the Processing of Personal Data.
means the employees, pension recipients, long term sick pay recipients and insurance payments recipients of the Customer, to which the Services relate.
"Fee" means the Initial Set Up Fee and the Monthly Fee payable by the Customer to the Supplier under clause 4.
“Initial Set Up Fee” means the initial set up fee as set out in the Quotation.
"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
“Monthly Fee” means the monthly fee as set out in the Quotation.
“Other Fees” means other applicable fees as set out in the Quotation.
“Payroll Data”
“Price per Employee Per Month” means any information that the Supplier may reasonably request to be provided by the Customer.
means the price per employee per month rate as set out in the Quotation.
“Quotation” means the quotation document accompanying these terms and conditions.
"Services" means the services to be delivered by or on behalf of the Supplier under this agreement, as set out the Quotation.
"Standard Contractual Clauses" or “SCC” means the European Commission’s Standard Contractual Clauses for the transfer of Personal Data from the European Union to processors in a Third County as set out in the Annex to Commission Decision 2010/87/EU.
“Supplier” means Intelligo Software Limited incorporated and registered in Ireland with company number 254313 whose registered office is at One Southern Cross Road, IDA Business Park, Bray, Co. Wicklow.
“Term” means any Initial Term or Extended Term (as defined in clause 2).
26.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement. Unless the context otherwise requires:- words in the singular shall include the plural and in the plural shall include the singular; A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time; a reference to one gender shall include a reference to the other genders; and any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
26.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns. References to clauses are to the clauses of this agreement.
