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Hosted - 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. Fees quoted are for remote training/Implementation. The training/Implementation time specified in the Quotation is based on our knowledge of your payroll requirements. If additional time is required it shall be charged at the prevailing rate. Similarly, if less time is required, only training/Implementation time incurred will be charged. This Quotation is valid for three months, after which a revised quotation may be necessary. These Quotation Terms and Conditions (“agreement”) set out the terms and conditions governing your use of the Licensed Program (as defined below). This agreement shall form the agreement between us and apply in full until such time as a legally binding agreement is entered into for the provision of the Licensed Program and any work carried out under the Quotation shall be subject to the below agreement. The definitions and rules of interpretation in clause 25 apply in this agreement.

  1. LICENCE
    1. In consideration of the Fee paid by the Licensee to the Licensor, the Licensor grants to the Licensee a non-exclusive, non-transferable, non-sublicensable licence for the Term to use the Licensed Program for the Term.
    2. In relation to scope of use:
      1. for the purposes of clause 1.1, use of the Licensed Program shall be restricted to:
        1. use of the Licensed Program by the Licensed Users for the purpose of processing the Licensee's data for the processing of payroll for the Employees of the Licensee (which shall not include allowing the use of the Licensed Program by, or for the benefit of, any person other than an employee of the Licensee); and
        2. the Licensee may not use the Licensed Program other than as specified in 1.1 and clause 1.2.1 without the prior written consent of the Licensor, and the Licensee acknowledges that additional fees may be payable on any change of use approved by the Licensor.
      2. except as expressly stated in this clause 1, the Licensee has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Licensed Program in whole or in part except to the extent that any reduction of the Licensed Program to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Licensed Program with the operation of other software or systems used by the Licensee, unless the Licensor is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Licensee shall request the Licensor to carry out such action or to provide such information (and shall meet the Licensor's reasonable costs in providing that information) before undertaking any such reduction.
      3. Without limitation to the foregoing, the Licensee shall not manufacture, sell, supply, rent, sub-licence, grant any right to use, market, promote, lease or lend the Licensed Program except to the extent authorised by this agreement. 
    3. The Licensee may not use any such information provided by the Licensor or obtained by the Licensee during any such reduction permitted under clause 1.2.2 to create any software whose expression is substantially similar to that of the Licensed Program nor use such information in any manner which would be restricted by any copyright subsisting in it.
    4. The Licensee shall not:
      1. allow the Licensed Program to become the subject of any charge, lien or encumbrance; and 
      2. deal in any other manner with any or all of its rights and obligations under this agreement, without the prior written consent of the Licensor.
    5. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
  2. HOSTING SERVICES 
    1. If the Licensee requires Hosting Services the Licensor shall supply Hosting Services to the Licensed Users only.
    2. The Licensor may, on prior notice to the Licensee, make changes to Hosting Services, provided such changes do not have a material adverse effect on the Licensee's business operations.
  3. LICENSEE’S OBLIGATIONS
    1. The Licensee shall:
      1. ensure that the Licensed Program is accessed from or installed on the Designated Environment only and any change requires the prior written consent of the Licensor and may be subject to an additional fee;
      2. ensure that the Licensed Program is used in accordance with any instructions provided therein, or by the Licensor from time to time, and that the Licensee’s employees are properly trained to use the Licensed Program to trace and correct running faults and to restart and recover after any fault and to operate suitable checks for accuracy of input and output;
      3. ensure any copyright notices included in the Licensed Program shall not be amended, removed, disguised or altered;
      4. notify the Licensor as soon as it becomes aware of any unauthorised use of the Licensed Program by any person;
      5. be solely responsible for the use, supervision, management and control of the Licensed Program;
      6. ensure that when using the Licensed Program pursuant to this agreement, the Licensed Program is protected at all times from misuse, damage, destruction or any form of unauthorised use;
      7. pay, for broadening the scope of the licences granted under this agreement to cover the unauthorised use, an amount equal to the fees which the Licensor would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced together with interest at the rate provided for in clause 5.5, from such date to the date of payment; 
      8. give notice to the Licensor should it wish to upgrade or change the Designated Environment; and
      9. ensure that copies of the Licensed Program have been deleted if the Licensee sells or disposes of all or part of the Designated Environment.
    2. The Licensee shall permit the Licensor to inspect and have access to any computer equipment on which the Licensed Program is being kept or used, and have access to any records kept in connection with this agreement, for the purposes of ensuring that the Licensee is complying with the terms of this agreement, provided that the Licensor provides reasonable advance notice to the Licensee of such inspections, which shall take place at reasonable times. Subject to the Licensor’s obligations of confidentiality at Clause 6, the Licensee shall provide the Licensor with all reasonable co-operation, access and assistance in required by the Licensor under this Clause 3.2.
    3. The Licensee shall not modify or alter the Licensed Program or merge all or any part of the Licensed Program with any other programs, without the Licensor’s written permission.
    4. If the Licensed Program is modified or altered by the Licensee with the permission of the Licensor pursuant to Clause 3.3 (a “Modified Version”), the Licensee will fully indemnify the Licensor against all liability which may be incurred by the Licensor if such modifications or alterations infringe any Intellectual Property Rights of a third person or otherwise cause the Licensor to suffer loss, damage or expense.
    5. The Modified Version remains the property of the Licensor in all respects, whether modified by the Licensee or a third party and whether or not authorised pursuant to this agreement. Specifically, the Licensee shall if necessary assign the Licensor all Intellectual Property Rights arising out of any modifications to the Licensed Program.
    6. If requested by the Licensor, the Licensee shall issue a notice in a form approved by the Licensor to all employees and other authorised users of the Licensed Program under its direction or control, advising such persons of the Licensee’s obligations under this clause.
    7. Recognising that the Licensed Program has significant commercial value to the Licensor, the Licensee agrees to indemnify the Licensor in respect of any losses or expenses incurred by the Licensor as a result of the unauthorised use of the Licensed Program.
    8. The Licensee shall provide the Licensor, and all persons duly authorised by the Licensor with full, safe and uninterrupted access including remote access to the Licensee's systems, facilities and the Licensed Program as may reasonably be required for the purpose of performing Hosting Services if applicable.
    9. The Licensee shall:
      1. co-operate with the Licensor in performing Hosting Services if applicable and provide any assistance or information as may reasonably be required by the Licensor, including in relation to the diagnosis of any faults;
      2. report faults promptly to the Licensor.
  4. TERM
    1. This agreement shall commence on the Commencement Date. Unless terminated earlier in accordance with clause 10 (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. 
  5. FEES
    1. The Licensee shall pay to the Licensor the Fees, as follows:
      1. The Implementation Fee is invoiced monthly in arrears;
      2. The Monthly Fee is invoiced monthly from the later of the Commencement Date or the date on which the Licensed Program is accessible and available for use from the Designated Environment. In any event, the Monthly Fee shall become due and payable no later than six months after the Commencement Date.
    2. The Monthly fee is calculated based on the Price per Employee Per Month rate for Employees processed on the Licensed Program in the preceding month subject to the minimum Monthly Fee included in the Quotation. 
    3. Where the number of Licensed Users increases, the Licensee shall pay to the Licensor any additional Monthly Fee which may become due and owing and shall be advised to the Licensee. 
    4. All sums payable under this agreement are due within 30 days from date of invoice and are exclusive of VAT or any relevant local sales taxes, for which the Licensee shall be responsible.
    5. If the Licensee fails to make any payment due to the Licensor under this agreement by the due date for payment, then, without limiting the Licensor's remedies under clause 10, the Licensee 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 Licensee shall pay the interest together with the overdue amount.
    6. All amounts due under this agreement shall be paid by the Licensee to the Licensor in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
    7. If the Licensee disputes any invoice due under this agreement, the Licensee shall immediately notify the Licensor 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 Licensee shall pay the amount finally resolved together with interest on that amount in accordance with the terms of payment set out in this agreement.
    8. Any obligation or liability of the Licensor under this agreement, including without limitation, the provision of Maintenance Releases, shall be suspended and unenforceable by the Licensee against the Licensor, where the Licensee is in default of its payment obligations under this clause 5.
    9. 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%. 
    10. The Monthly Fee can by adjusted with one (1) month prior written notice to the Customer in the event of:
      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
      2. a change in the scope of the Services.
  6. CONFIDENTIALITY 
    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 6.2.
    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 6.2; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 
    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.
  7. LICENSOR’S WARRANTIES
    1. The Licensor does not warrant that the use of the Licensed Program will be uninterrupted or error-free.
    2. The Licensee accepts responsibility for the selection of the Licensed Program to achieve its intended results and acknowledges that the Licensed Program has not been developed to meet the unique individual requirements of the Licensee.
    3. 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.
    4. The Licensor warrants that:
      1. it has the right to grant the Licensee a licence to use the Licensed Program as provided in this agreement.
      2. the Licensed Program has been tested for viruses using commercially available virus checking software consistent with best industry practice.
      3. that at the time of delivery, the Licensed Program is a complete and up-to-date copy of the current release. 
  8. LIMITS OF LIABILITY AND INSURANCE
    1. Except as expressly stated in clause 8.2:
      1. the Licensor shall not in any circumstances have any liability for any losses or damages which may be suffered by the Licensee (or any person claiming under or through the Licensee), 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:
        1. special damage even if the Licensor was aware of the circumstances in which such special damage could arise;
        2. loss of profits;
        3. loss of anticipated savings;
        4. loss of business opportunity;
        5. loss of goodwill; or
        6. loss or corruption of data;
      2. the total liability of the Licensor, 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 twelve times the Monthly Fee; 
      3. the Licensee 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 Licensor shall have no liability in any circumstances otherwise than in accordance with the express terms of this agreement.
    2. The exclusions in clause 7.3 and clause 8.1 shall apply to the fullest extent permissible at law.
    3. All dates supplied by the Licensor for the delivery of the Licensed Program shall be treated as approximate only. The Licensor shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
    4. The parties agree that any claim or action arising out of or connected with this agreement that the Licensee is permitted to bring against the Licensor must be brought within six months of the date when its cause of action arose
    5. All references to "the Licensor" in this clause 8 shall, for the purposes of this clause only, be treated as including all employees, subcontractors and suppliers of the Licensor and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause.
    6. The Licensor shall maintain during the Term, such policies of insurance (with reputable insurance companies) to enable it to discharge its potential liabilities under this agreement.
  9. INTELLECTUAL PROPERTY RIGHTS
    1. The Licensee acknowledges that all Intellectual Property Rights in the Licensed Program and any Maintenance Releases belong and shall belong to the Licensor, and the Licensee shall have no rights in or to the Licensed Program other than the right to use it in accordance with the terms of this agreement. The original and any copies of the Licensed Program in whole or in part which are made by the Licensee shall be and shall remain the property of the Licensor.
  10. TERMINATION
    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:
      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;
      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;
      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;
      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;
      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;
      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;
      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;
      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 10.1.3 to clause 10.1.7 (inclusive); or
      9. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
    2. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
    3. 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.
    4. On termination for any reason, the Licensee shall immediately pay to the Licensor any sums due to the Licensor under this agreement.
    5. On termination of this agreement, howsoever arising, each party shall:-
      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; 
      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.
    6. On termination of the agreement herein contained the Licensee will destroy the original Licensed Program and all whole and partial copies made thereof (including modifications) or where appropriate put such Licensed Program and copies at the disposal of the Licensor.
  11. Licensee data 
    1. For the purposes of clauses 11 and 12, the following definitions apply:
      1. the terms "Controller", "Processor", "Data Subject", “Personal Data” and "Processing" bear the respective meanings given them in the Data Protection Legislation.
    2. The Licensee shall own all rights, title and interest in and to all of the Licensee Personal Data, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Licensee Personal Data used in conjunction with and/or entered into under this agreement.
    3. The Licensee shall and does hereby:
      1. permit the Licensor to anonymise and aggregate the Licensee Personal Data to analyse the use, and improve the efficiency, of the Licensed Program; and
      2. agree that the Licensor may access and disclose Licensee Personal Data as required by applicable law, as permitted by the Licensee, and as is required to provide the Licensed Program.
    4. If the Licensor Processes any Personal Data on the Licensee's behalf when performing its obligations under this agreement, the parties record their intention that the Licensee shall be the Controller and the Licensor  shall be a Processor and the provisions of clause 12 (Data Protection) shall apply.
  12. DATA PROTECTION
    1. The Licensee shall in the course of fulfilling its obligations under this agreement:
      1. comply with the Data Protection Legislation and any other applicable laws in any other relevant jurisdiction relating to the handling of Personal Data;
      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 Licensee Personal Data, a statement that:
        1. meets the obligations of the Data Protection Legislation in relation to the collection and Processing of Personal Data;
        2. clearly states that such Licensee Personal Data will be shared with the Licensor (as Processor) for the purposes of providing the Licensed Program; and
        3. seeks to obtain consent from individuals for any uses of Licensee Personal Data for which consent must separately be obtained, except as required by law or in order to fulfil obligations under this agreement;
      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;
      4. provide the Licensor 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 Licensee to Licensor from time to time) as to how the Licensee Personal Data may be Processed on the Licensee’s behalf. A description of the scope and purpose and duration of the Processing permitted in connection with the agreement (including the type of Licensee Personal Data and categories of data subject involved) is set out in Appendix 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.
    2. The Licensor shall in the course of fulfilling its obligations under this agreement:
      1. Process the Licensee Personal Data only on documented instructions from the Controller in accordance with clause 12.1.4, including with regard to transfers of Licensee 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;
      2. if any transfer of Licensee Personal Data requires the execution of the Standard Contractual Clauses in circumstances where Licensee 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 Licensee Personal Data;
      3. ensure that persons authorised to Process the Licensee Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
      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 Licensor of any such request within 3 days of receipt from a Data Subject;
      5. 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;
      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;
      7. at the choice and expense of the Controller, delete or return all Licensee Personal Data to the Controller on termination or expiration of this agreement, and delete existing copies unless Union or Member State law requires storage of the Licensee Personal Data; 
      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 Licensor shall make available such information and allow for such audits and inspections at no cost to the Licensee for up to four hours per annum.  Additional time shall be charged on a time and material basis. The Licensor 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
      9. respect the conditions referred to in paragraphs 2 and 4 of Article 28 of the GDPR for engaging another Processor.
    3. The Licensor shall notify the Licensee without undue delay about:
      1. any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Licensee Personal Data (a “Personal Data Breach”). The Licensee shall without undue delay, notify the Licensor of any Personal Data Breach affecting the Licensor;
      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;
      3. any accidental, unauthorised access or other event that constitutes a Personal Data Breach; and
      4. any request received directly from a Data Subject without responding to that request, unless it has been authorised by the Licensee to do so.
    4. Without limiting the Licensor’s other obligations under this agreement, the Licensor shall inform the Licensee of any intended changes concerning the addition or replacement of any third party processors in order to give the Licensee an opportunity to object to this engagement or change, as the case may be. If the Licensor engages a third party to Process any Licensee Personal Data, the Licensor 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 Licensor appoints a third party processor which requires the execution of the Standard Contractual Clauses (in circumstances where Licensee Personal Data is being transferred to a third country, to include the UK) in order to comply with the Data Protection Legislation, the Licensor 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 Licensee on request. Where that third party processor fails to fulfil its data protection obligations, the Licensor shall remain fully liable to the Licensee for the performance of that other Processor's obligations.
    5. To the maximum extent permitted by applicable law, the Licensor shall not be responsible for any loss, destruction, alteration or disclosure of Licensee Personal Data caused by any third party (except those third parties sub-contracted by the Licensor to perform services related to Licensee Personal Data).
    6. Nothing in the agreement shall be deemed to limit the Licensee’s obligations under the Data Protection Legislation or this agreement as a Controller.
    7. The Licensee represents, warrants and undertakes that in providing any instructions to the Licensor (in the Licensor’s capacity as a Processor), that the Licensee (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 Licensee Personal Data and (ii) shall not commit any act or request or require the Licensor to do anything which may result in a claim being made against the Licensor under the Data Protection Legislation and the Licensee agrees to indemnify and keep the Licensor indemnified against any liability, damages, costs (including legal costs) and/or expenses arising as a result of such claim. 
  13. WAIVER
    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.
  14. REMEDIES
    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.
  15. ENTIRE AGREEMENT
    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.
    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.
    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 Licensor.
  16. VARIATION
    1. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives)
  17. SEVERANCE
    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.
  18. COUNTERPARTS
    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.
  19. NO PARTNERSHIP OR AGENCY
    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.
    2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
  20. ASSIGNMENT
    1. The Licensor 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 Licensee.
    2. The Licensee 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 Licensor.
  21. FORCE MAJEURE
    1. 18.1 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.
  22. NOTICES
    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. 
  23. ARBITRATION 
    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:
      1. the tribunal shall consist of one arbitrator (who is to be a practising solicitor);
      2. in default of the parties' agreement as to the arbitrator, the appointing authority shall be the President of the Law Society of Ireland; 
      3. the seat of the arbitration shall be Dublin; 
      4. the law governing this arbitration agreement shall be Irish; and
      5. the language of the arbitration shall be English.
  24. GOVERNING LAW AND JURISDICTION
    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 23, the parties irrevocably submit to the jurisdiction of the Irish Courts.
  25. INTERPRETATION
    1. The definitions and rules of interpretation in this clause apply in this agreement.

“Affiliate”

 

“Calendar Year”

means any business entity from time to time controlling, controlled by, or under common control with, either party.

Means a civil year from 1st January to 31st December.

 
“Commencement Date”

means the earlier of the date set out in the Quotation or the date provision of the Licensed Program 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.

 
“Data Protection Legislation”

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.

 
“Designated Environment”

means the remote computer system environment through which the Licensed Program is accessed.

 
“Fee”

means the Monthly Fee payable by the Licensee to the Licensor under clause  5, based on the Price Per Employee Month rate at any given time.

 
“Hosting Services”

Means hosting the Licensed Program in a secure data centre and providing the Licensee with access.

 
“Implementation Fee”

means the total implementation 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.

 
“Licensed Program”

means the computer programs set out in the Quotation and any Maintenance Release which is acquired by the Licensee during the subsistence of this agreement.

 
“Licensed Users”

means the number of concurrent users permitted to the use the Licensed Program at any one time, as set out in the Quotation. 

 
“Licensee”

means the licensee of the Licensed Program, as set out in the Quotation. 

 
“Licensor”

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. 

 
“Licensee Personal Data”

means any Personal Data provided by or on behalf of the Licensee to the Licensor.

 
“Maintenance Release”

means release of the Licensed Program that corrects faults, adds functionality or otherwise amends or upgrades the Licensed Program to keep it in accordance with statutory requirements which arise due to government budgetary amendments, but which does not constitute a New Version.

 

“New Version”

 

 

“Price Per Employee Per Month”

means any new version of the Licensed Program which from time to time is publicly marketed and offered for purchase by the Licensor in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product.

Means the price per employee per month rate as set out in the Quotation.

 
“Quotation”

means the quotation document accompanying these terms and conditions.

 
"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.

 
“Term”

means the term of this agreement as set out in clause 4.

 
  1. 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.
  2. 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. 
  3. References to clauses are to the clauses of this agreement

 

    Appendix T&Cs

    Appendix 1

    Description and Scope of Processing