Terms of Service
These terms of service govern the Customer’s use of the Software and Services provided by Zendra Health Limited (the “Supplier”),
a company registered in Ireland with company number 598277 and with its registered office at 5 The Orchard, Monkstown Valley,
By registering to use the Software and Services the Customer agrees to be bound by the terms of these terms of service.
1.1The definitions and rules of interpretation in this clause apply in this agreement
Account Subscription: the subscription purchased by the Customer pursuant to clause 10.1 and clause 3
which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.
App Store: an online or remote accessed location where the Mobile Apps will be made available
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the
Customer to use the Services and the Documentation, as further described in clause 2.2(d).
Business Day: a day other than a Saturday, Sunday or public holiday in Ireland when banks in Dublin are open for business.
Change of Control: the beneficial ownership of more than 50% of the issued share capital of a company or the
legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or
identified as Confidential Information in clause 11.6 or clause 11.7.
Customer: the entity that purchases the Services.
Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for
the purpose of using the Services or facilitating the Customer's use of the Services.
Data Protection Legislation: before 25 May 2018, the Data Protection Acts 1988 and 2003 and thereafter the
General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation,
as amended or updated from time to time.
the document made available to the Customer by the Supplier online via https://www.zendrahealth.com
or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and
the user instructions for the Services.
Effective Date: the date the first Authorised User logs in to the Services.
Mobile Applications: the mobile applications provided by the Supplier through the applicable App Stores through
which the Services may be accessed by Authorised Users.
Normal Business Hours: 9am - 6pm local Irish time, each Business Day.
Personal Data: has the meaning given to it in the Data Protection Legislation.
the subscription services provided by the Supplier to the Customer under this
agreement via https://www.zendrahealth.com
or any other website notified to the Customer and via mobile applications by
the Supplier from time to time, as more particularly described in the Documentation.
Software: the online software applications provided by the Supplier as part of the Services.
the subscription fees payable by the Customer to the Supplier for the Account
Subscriptions, as set by the Supplier from time to time and which are available on the pricing page: https://www.zendrahealth.com/pricing
Subscription Term: the period between the Effective Date and the date the contract is terminated.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise
adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network
or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data,
including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part
or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2Clause, headings shall not affect the interpretation of this agreement.
1.3A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.4A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
1.8A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.9A reference to writing or written includes faxes but not e-mail.
1.10References to clauses are to the clauses of this agreement.
2. Account Subscriptions
2.1Subject to the Customer purchasing the Account Subscriptions in accordance with clause 3.3 and clause 9.1, the restrictions set out
in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive,
non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation
during the Subscription Term solely for the Customer's internal business operations.
2.2In relation to the Account Subscription, each Account Subscription shall have a maximum number of Authorised Users each of which
will be provided with a unique account name and password.
In relation to the Authorised Users, the Customer undertakes that:
the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed
the number of users permitted in each Account Subscription it has purchased from time to time;
it will not allow or suffer any Authorised User’s account to be used by more than one individual Authorised User unless it has
been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer
have any right to access or use the Services and/or Documentation;
each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be
changed no less frequently than every 6 months and that each Authorised User shall keep his password confidential;
it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business
Days of the Supplier's written request at any time or times;
it shall permit the Supplier or the Supplier's designated auditor to audit the Services in order to establish the name and
password of each Authorised User and the Supplier's data processing facilities to audit compliance with this agreement.
Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised
with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an
Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and
the Supplier shall not issue any new passwords to any such individual; and
if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier,
then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier an amount equal to such underpayment
as calculated in accordance with the terms of this Agreement within 10 Business Days of the date of the relevant audit.
The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use
of the Services that:
is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
facilitates illegal activity;
depicts sexually explicit images;
promotes unlawful violence;
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability
is otherwise illegal or causes damage or injury to any person or property; or
otherwise breaches the Supplier’s Acceptable Use Policy (https://www.zendrahealth.com/acceptable-use-policy)
and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the
Customer's access to any material that breaches the provisions of this clause.
The Customer shall not:
use the Starter price plan to recruit any users as further set out in the Documentation;
except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and
except to the extent expressly permitted under this agreement:
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display,
transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or
media or by any means; or
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
access all or any part of the Services and Documentation in order to build a product or service which competes with the Services
and/or the Documentation; or
use the Services and/or Documentation to provide services to third parties; or
subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially
exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2.
2.6The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the
Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
2.7The rights provided under this clause 2. are granted to the Customer only, and shall not be considered granted to any subsidiary
or holding company of the Customer.
3. Fees for additional Account Subscriptions or modification of purchased Account Subscriptions
3.1Subject to clause 3.2, the Customer may, from time to time during any Subscription Term, purchase additional
Services or modify its Account Subscriptions and the Supplier shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this agreement.
4.1The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer
on and subject to the terms of this agreement.
The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week,
planned maintenance carried out during the maintenance window of 4am - 6am local Irish time; and
unscheduled maintenance performed outside Normal Business Hours, provided that
the Supplier has used reasonable endeavours to give the Customer at least notice in advance.
4.3The Supplier will, as part of the Services provide the Customer with the Supplier's standard customer support
services in accordance with the Supplier's Support Services Policy in effect at the time that the Services are provided.
The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time.
The Supplier does not pre-screen or actively moderate content, but may in its refuse, edit, modify or remove any content
that is available via the Service. If you have any complaints regarding another user’s content or health app, please contact
5. Mobile Applications
5.1To use the Mobile App Authorised Users must have a compatible mobile device as set out in the Documentation.
5.2The Customer acknowledges that the Supplier may from time to time issue upgraded versions of the Mobile Apps,
and may automatically electronically upgrade the version of the Mobile Apps. The Customer consents to such automatic
upgrading and agrees that these terms and conditions apply to all such upgrades.
5.3The Customer acknowledges that standard carrier data charges may apply to its use of the Mobile Apps.
The following applies in relation to any Mobile App acquired from the Supplier via the iTunes Store (“iTunes-Sourced Software”):
The Customer acknowledges and agree that these terms are solely between it and the Supplier, not Apple, and that Apple has
no responsibility for the iTunes-Sourced Software or content thereof. The Customer’s use of the iTunes-Sourced Software must
comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance
and support services with respect to the iTunes-Sourced Software.
In the event that the Supplier needs to publish a Mobile App on the iTunes store, it may request access to Customer’s
Apple Developer account and if there is more than one app in the Developer account, then the Supplier agrees that it shall:
not access any app other than the Mobile App in the Developer account
not modify or alter any app other than a Mobile App
only use the access to the Customer’s Developer account to submit, manage and update the Mobile Apps
agrees to treat any information related to such applications as confidential under clause 12.
5.6The Supplier will use commercially reasonable efforts to have the Mobile Apps approved by the applicable App Store.
Although there is a high likelihood of approval, Supplier does not and cannot guarantee acceptance. If Customer’s Mobile
App is denied by the appropriate Provider, you will be notified. However, there are no refunds under any circumstances.
5.7 The Customer shall ensure that any terms and conditions of use of any Mobile Apps that it provides shall not conflict
with this Agreement.
6. Customer Data
6.1The Customer shall own all right, title and interest in and to all of the Customer Data that is not Personal Data and shall
have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at
or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its
sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against
the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest
back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy.
The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party
(except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up for
which it shall remain fully liable under clause 5.9).
available at https://www.zendrahealth.com/privacy
such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time
by the Supplier in its sole discretion.
6.4Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to,
and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
The parties acknowledge that:
if the Supplier processes any personal data on the Customer's behalf when performing its obligations under this agreement,
the Customer is the data controller and the Supplier is the data processor for the purposes of the Data Protection Legislation
(where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
the Customer acknowledges and agrees that the Personal Data may be transferred or stored outside the EEA or the country
where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier's other obligations
under this agreement.
6.6Without prejudice to the generality of clause 5.1, the Customer will ensure that it has all necessary appropriate consents
and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of this agreement
so that the Supplier may lawfully use, process and transfer the Personal Data in accordance with this agreement on the Customer's behalf.
Without prejudice to the generality of clause 5.1, the Supplier shall, in relation to any Personal Data processed in connection
with the performance by the Supplier of its obligations under this agreement:
process that Personal Data only on the written instructions of the Customer unless the Supplier is required by the laws of any
member of the European Union or by the laws of the European Union applicable to the Supplier to process Personal Data
(Applicable Laws). Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis
for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required
by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
not transfer any Personal Data outside of the EEA unless the following conditions are fulfilled:
the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
the data subject has enforceable rights and effective legal remedies;
the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of
protection to any Personal Data that is transferred; and
the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the
processing of the Personal Data;
assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance
with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact
assessments and consultations with supervisory authorities or regulators;
notify the Customer without undue delay on becoming aware of a Personal Data breach;
at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination
of the agreement unless required by Applicable Law to store the Personal Data; and
maintain complete and accurate records and information to demonstrate its compliance with this clause 5.
6.8Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved
by the other party, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or
destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing
or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological
development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting
Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that
availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and
evaluating the effectiveness of the technical and organisational measures adopted by it).
6.9The Customer consents to the Supplier appointing Google, Intercom and Amazon AWS as a third-party processor of Personal Data under this agreement. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 5.
6.10Either party may, at any time on not less than 30 days' notice, revise this clause 5 by replacing it with any applicable
controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply
when replaced by attachment to this agreement).
6.11The Customer acknowledges that the Supplier uses anonymised Customer data to improve the Services. If the Customer does not
wish the Supplier to use the Customer Data in this way, it can do so by paying the Supplier an additional fee as described in the
pricing page. The Supplier shall own all rights to all such anonymised data collected or generated by the Supplier.
7. Third party providers
8. Supplier's obligations
8.1The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with
reasonable skill and care.
The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services
contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier
or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking,
Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or
provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution
constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding
the foregoing, the Supplier:
does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services,
Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over
communications networks and facilities, including the internet, and the Customer acknowledges that the Services and
Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8.3This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently
developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this
8.4If any users send the Supplier any feedback or suggestions regarding the Services, the Customer grants the Supplier an
unlimited, irrevocable, perpetual, royalty-free licence to use any such feedback or suggestions for any purpose without any
obligation to the Customer.
8.5The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the
performance of its obligations under this agreement.
9. Customer's obligations
The Customer shall:
provide the Supplier with:
in order to provide the Services, including but not limited to Customer Data, security access information and
all necessary co-operation in relation to this agreement; and
all necessary access to such information as may be required by the Supplier;
comply with all applicable laws and regulations with respect to its activities under this agreement;
carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner.
In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may
adjust any agreed timetable or delivery schedule as reasonably necessary;
ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions
of this agreement and shall be responsible for any Authorised User's breach of this agreement;
obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors
and agents to perform their obligations under this agreement, including without limitation the Services;
ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems
to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage
arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
10. Charges and payment
10.1 The Customer shall pay the Subscription Fees to the Supplier for the Account Subscriptions in accordance with this clause 9.
The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details,
direct debit mandate or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date
and complete contact and billing details and, if the Customer provides:
its credit card or direct debit details to the Supplier, the Customer hereby authorises the Supplier to bill such credit
card or debit the account nominated:
on the Effective Date for the Subscription Fees payable in respect of the first month; and
subject to clause 14.1, monthly thereafter;
its approved purchase order information to the Supplier, the Supplier shall invoice the Customer:
and the Customer shall pay each invoice within 30 days after the date of such invoice.
on the Effective Date for the Subscription Fees payable in respect of the first month; and
subject to clause 14.1, at monthly thereafter,
If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights
and remedies of the Supplier:
the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of
the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s)
concerned remain unpaid; and
interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending
rate of the Supplier's bankers in Ireland from time to time, commencing on the due date and continuing until fully paid,
whether before or after judgment.
All amounts and fees stated or referred to in this agreement:
shall be payable in United States Dollars or such other currency as may be specified by the Supplier from time to time;
are, subject to clause 13.3(b), non-cancellable and non-refundable;
are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.
If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the
pricing page https://www.zendrahealth.com/pricing
access to the Services shall be suspended until the Customer has upgraded its Account Subscription or
the Customer has paid the Supplier's then current excess data storage fees applicable to the Customer’s Account Subscription.
10.6The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional Account
Subscriptions purchased pursuant to clause 3.3, the support fees payable pursuant to clause 4.3 and/or the excess storage fees
payable pursuant to clause 9.5 on 30 days' prior notice to the Customer and this Agreement shall be deemed to have been amended
11. Proprietary rights
11.1The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services
and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any
patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights
or licences in respect of the Services or the Documentation.
11.2The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to
grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
Each party may be given access to Confidential Information from the other party in order to perform its obligations under
this agreement. A party's Confidential Information shall not be deemed to include information that:
is or becomes publicly known other than through any act or omission of the receiving party;
was in the other party's lawful possession before the disclosure;
is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
is independently developed by the receiving party, which independent development can be shown by written evidence.
12.2Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and not make
the other's Confidential Information available to any third party, or use the other's Confidential Information for any
purpose other than the implementation of this agreement.
12.3Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is
not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
12.4A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed
by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided
that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible
and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the
reasonable requests of the other party in relation to the content of such disclosure.
12.5Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by
any third party.
12.6The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute
the Supplier's Confidential Information.
12.7The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.
12.8No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior
written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any
governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other
authority of competent jurisdiction.
12.9The above provisions of this clause 11. shall survive termination of this agreement, however arising.
The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses,
damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of
or in connection with the Customer's use of the Services and/or Documentation, provided that:
the Customer is given prompt notice of any such claim;
the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
the Customer is given sole authority to defend or settle the claim.
14. Limitation of liability
Except as expressly and specifically provided in this agreement:
the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the
Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors
or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the
Services, or any actions taken by the Supplier at the Customer's direction;
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are,
to the fullest extent permitted by applicable law, excluded from this agreement; and
the Services and the Documentation are provided to the Customer on an "as is" basis.
Nothing in this agreement excludes the liability of the Supplier:
for death or personal injury caused by the Supplier's negligence; or
for fraud or fraudulent misrepresentation.
Subject to clause 13.1 and clause 13.2:
the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract,
misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or
similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or
consequential loss, costs, damages, charges or expenses however arising under this agreement; and
the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation,
restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be
limited to the total Subscription Fees paid for the Account Subscriptions during the 12 months immediately preceding the date on
which the claim arose.
15. Term and termination
This agreement shall, unless otherwise terminated as provided in this clause 14., commence on the Effective Date and
shall continue unless:
either party gives advance written notice to the other party of termination. The applicable period of notice is set out
in the Documentation; or
otherwise terminated in accordance with the provisions of this agreement.
15.2For the avoidance of doubt, in the event that the Customer notifies the Supplier of the termination of this agreement,
any unpaid portions of the charges will remain payable during the notice period in accordance with clause 10. Further,
if the Customer ceases to use the Services before the end of the Subscription Term such amounts will continue to be payable
by the Customer to the Supplier.
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:
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 14 days after being notified in writing to make such payment;
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 30 days after being notified in writing to do so;
the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion
that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
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;
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
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;
an application is made to court, or an order is made, for the appointment of an examiner, or if a notice of intention to appoint
an examiner is given or if an examiner is appointed, over the other party;
the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed
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;
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;
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 14.2(d) to clause 14.2(j) (inclusive);
the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
On termination of this agreement for any reason:
the Customer shall pay all amounts due and outstanding for use of the Services before the date of termination;
all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all
use of the Services and/or the Documentation;
each party shall return and make no further use of any equipment, property, Documentation and other items
(and all copies of them) belonging to the other party;
the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives,
no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to
the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to
deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has,
at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination).
The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the
right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not
be affected or prejudiced.
16. Force majeure
The Supplier shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its
obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable
control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the
Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot,
civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident,
breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is
notified of such an event and its expected duration.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their
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.
19 Rights and remedies
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.
20.1If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent
jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
20.2If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted,
the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
21 Entire agreement
21.1This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements,
promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
21.2Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or
warranty (whether made innocently or negligently) that is not set out in this agreement.
21.3Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this
22.1The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or
deal in any other manner with all or any of its rights or obligations under this agreement.
22.2The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of
its rights or obligations under this agreement.
23. No partnership or agency
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party
to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind
the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation
or liability and the exercise of any right or power).
24.1Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid
first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may
have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in this agreement.
24.2A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours,
at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded
delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by
25 Governing Law
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.
Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim
arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes