ID-Pal Limited
Terms and Conditions US
These terms were last amended: February 2025
1 General
1.1 We are ID-Pal Limited, a company incorporated under the laws of Ireland with company registration number 578727, whose registered office is at 145 Pearse Street, Dublin, 2 D02 CP08, Ireland (“we”, “us” and “our”).
1.2 We provide client identity verification technology services to organizations (“Customers”, “you”) who wish to or are required to verify the identity of their clients. Our Customers may request their clients (“End Client”) to use our Services to provide their identification documents to the Customer.
1.3 These terms and conditions together set out the terms and conditions on which our Customers (and its End Clients) can make use of our Services (“Terms”).
1.4 The Customer shall ensure that prior to End Clients accessing or using the Services whether by way of the App, the ID-Pal website or otherwise, its End Clients, shall be directed to the Data Protection Information Notice and shall accept the End Client Terms and Conditions for use of the Services.
1.5 Please read these Terms and our Data Protection Information Notice carefully. If you are accepting these Terms on behalf of a company or other legal entity you represent that you have the authority to bind such entity to these terms. They contain important clauses that you should read before accepting and using our Services, including clauses limiting our liability to you. By accessing the Services, you confirm that you accept these Terms and that you agree to comply with them. If you do not agree to these Terms, you must not use our Services.
2 Definitions and Interpretation
2.1 In these Terms, unless otherwise stated:
“Affiliate” means in respect of any party, any company that controls, is controlled by, or is under common control with such party. An entity will be regarded as in control of another company or entity if it owns directly or indirectly more than 50 percent of the voting rights of that company.
“Applicable Law” means law applicable in Ireland or any other jurisdiction in which the Services are provided (without further enactment) including Data Protection Legislation and including, without limitation, common law, statute, statutory instrument, proclamation, bye-law, directive, decision, regulation, rule, order, notice, code of practice, code of conduct, rule of court, instruments, or delegated or subordinate legislation;
“App” means our mobile application, web application, dynamic website or other similar component of the Services, through which End Clients or Customers can submit the End Client’s identification documents and related information;
“Business Day” means any day which is not a Saturday, a Sunday or a public holiday;
“Charges” means the charges payable to us by the Customer for the provision of the Services, as set out on our website at the time the Customer places its order, or as otherwise agreed between the Customer and us, and as varied by us from time to time in accordance with these Terms;
“Confidential Information” means all information about the organization, affairs, plans, transactions, proposals, projections, strategies, finance, prices, know how, methodologies, costs, operations, accounts, strategic plan, operational processes, data, systems, intellectual property and back-ups, as the case may be, as a result of or in anticipation of or in connection with these Terms or any other information which either party ought reasonably regard as confidential or which is marked or designated as confidential by the party disclosing the information;
“Custom Developments” means any development, add-on or modification of the Software created by us specifically for the Customer as part of the Services;
“Customer” has the meaning given to it in clause 1.2;
“Customer Data” means any Personal Data and Special Categories of Personal Data belonging to the End Client processed, generated, created, stored or held by the Customer or the End Client (as appropriate) through the Services;
“Data Protection Information Notice” means the data protection notice at www.id-pal.com;
“Data Protection Legislation” means Data Protection Acts 1988 to 2018, the General Data Protection Regulation (2016/679) and other legislation governing the use and processing of data as amended from time to time. “Personal Data’ and “Special categories of Personal Data” and “Data Subject” and “Data Breach” and “Data Protection Impact Assessment” have the meaning afforded to them in Data Protection Legislation;
“End Client” has the meaning given to it in clause 1.2;
“End Client Terms and Conditions” means the terms and conditions on which the End Client may use the Services and available at www.id-pal.com;
“Force Majeure Event” has the meaning given to it in clause 15.3;
“Initial Term” has the meaning given to it in clause 3.1;
“Intellectual Property” includes, without limitation, copyrights, discoveries, concepts, domain names, patents, secret processes, database rights, technologies, know how, inventions, ideas, improvements, information, all copyright works, business methods, logos, designs, trademarks, service marks, topography and semi-conductor chip rights, business names, literary, goodwill, dramatic, musical and artistic works anywhere in the world (whether any of the foregoing is registered or unregistered and including any application in relation to any of the aforesaid);
“Personnel” means, in respect of a party, that party’s directors, officers, employees, agents, subcontractors and individual contractors;
“Renewal Period” has the meaning given to it in clause 3.1;
“Services” means the customer due diligence services and related services to be supplied by ID Pal to the Customer through the App, website, online portal and or other technical means, pursuant to these Terms (and includes, as the context so admits or requires, any one, more or all of them or any part or parts of any one, more or all of them);
“Software” means ID Pal’s proprietary software or third party software licensed by us to you as part of the Services;
“Term” means the term of these Terms comprising the Initial Term and any Renewal Period; and
“Virus” means any program which contains malicious code or infiltrates or damages a computer system without the owner’s informed consent or is designed to do so or which is hostile, intrusive or annoying to the owner or user and has no legitimate purpose (including any virus, worm, Trojan Horse, trapdoor, software switch, time bomb, malware or logic bomb as these words are generally understood from time to time within the computer industry and any equivalent or similar corruptive mechanism).
2.2 In these Terms, unless otherwise stated:
2.2.0 any reference to any provision of any legislation includes any modification, amendment, re-enactment, extension or consolidation of the legislation together with any secondary legislation made under it for the time being in force;
2.2.1 any reference to any document includes that document as amended, replaced or supplemented from time to time;
2.2.2 any reference to a “person” includes any person, firm, company, governmental or other legal entity and its successors, personal representatives and permitted assigns;
2.2.3 a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of these Terms or any part of it;
2.2.4 any headings to clauses are for convenience only and do not affect the meaning of these Terms;
2.2.5 terms such as “including”, “in particular”, “such as”, and “for example” are not to be read as exhaustive, or to limit, but may extend the generality of the provisions to which they relate;
2.2.6 any obligation on a party in these Terms not to do or omit to do any act or thing is deemed to include an obligation not to permit or suffer such act or thing to be done or omitted, as the case may be.
3 Term
These Terms shall come into force and have legal effect on the earlier of the date that you first access or use our Services, or the date we accept your order for the Services (“Service Start Date”) and, unless otherwise terminated in accordance with these Terms, shall continue for an initial period of 12 calendar months from the Service Start Date, (the “Initial Term”) and, thereafter, shall automatically renew for successive periods of 12 months (each a “Renewal Period”) unless either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period.
4 Services
4.1 We shall use reasonable care and skill when providing the Services.
4.2 We reserve the right to suspend your access to all or any part of the Services at any time and, save in the case of suspension as a result of your breach of these Terms, we will try to provide you with advance notice but this may not always be possible. We will not be liable if the Services are unavailable at any time or for any period.
4.3 We may change the Terms or the features or functionality of or modify the Services at any time. Changes, for example, may include changing, suspending or ending of any part or feature of the Services. We may also impose limits on certain features and Services or restrict your access to parts or all of the Services. If a change is material, we will use reasonable endeavors to provide written notice to you but this may not be possible if the change is necessary to comply with any Applicable Law, mandatory safety or statutory requirements.
4.4 You are responsible for reviewing and becoming familiar with any change we make. If you do not agree to a change you will have to immediately stop using the Services and close your account with us. Your continued use of the Services following our change will indicate your acceptance the Services and/or these Terms as modified.
5 Licence and Intellectual Property
5.1 Subject to the payment of the Charges, we hereby grant you, subject to these Terms, a non-exclusive, non-transferable license without the right to grant sub licenses, to access and use the Services during the Term.
5.2 The rights granted to the Customer to use the Services are granted to the Customer only, and shall not be considered granted to any subsidiary, holding company or Affiliate of the Customer save with the express written consent of ID Pal.
5.3 We own all Intellectual Property in the Services. We will own any Intellectual Property arising from the performance of the Services, including Intellectual Property in any Custom Developments. Subject to your compliance with these Terms at all times, we hereby grant you a non-exclusive, non-transferable non-sublicensable license to use such Intellectual Property solely for the purpose of accessing and using the Services in accordance with these Terms, during the Term. Except as expressly stated in these Terms, these Terms do not grant you any rights to, or in Intellectual Property.
5.4 If at any time an allegation is made of infringement of rights to Intellectual Property in the Services or, if in ID-Pal’s reasonable opinion such an allegation is likely to be made, ID-Pal may at its own expense procure the right of the Customer to continue using the Services or modify or replace the Services so they become non – infringing or if such remedies are not reasonably available terminate the Terms on seven (7) days notice to the Customer and ID-Pal shall promptly refund to the Customer the pro rata amount of any prepaid Charges for the remaining portion of the Term. ID-Pal shall have no further liability to the Customer as a result of the termination of the Agreement.
6 Acceptable Use
6.1 You must:
6.1.0 not attempt to copy, reverse compile, create derivative works, decompile, decode, decrypt, disassemble, frame, mirror, reverse engineer or otherwise reduce to human-perceivable form any of the Services, except as may be allowed by any Applicable Law which is incapable of exclusion;
6.1.1 ensure that any information you provide in connection with these Terms is timely, complete and accurate;
6.1.2 fully co-operate with us and our Personnel in the provision of the Services;
6.1.3 in performing your obligations under these Terms, comply with all Applicable Laws, from time to time in force that apply to you;
6.1.4 be responsible for making your own arrangements to access the Services. You must use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services or documentation and, in the event of any such unauthorized access or use, promptly notify ID Pal.
6.1.5 provide such hardware, consumables, documentation, data, information and any access, cooperation and assistance that we reasonably require for the provision and performance of the Services;
6.1.6 not license, sell, rent, lease, transfer, assign, distribute, display, disclose, reproduce; or otherwise commercially exploit, or otherwise make the Services available to any third party save in providing verification services to End Clients without our written consent; and
6.1.7 not use the Services in any way which would:
(A) breach any Applicable Law;
(B) infringe any person’s rights in Intellectual Property or other legal rights; or
(C) give rise to any cause of action against us, you or any third party;
6.1.8 not permit any timesharing or subscription use of the Services;
6.1.9 If applicable, not exceed the number of users of the Services as agreed with us;
6.1.10 not access, store, distribute or transmit any Viruses during the course of its use of the Services and shall not use the Services in a manner that is, in our opinion, unlawful, objectionable, harmful, threatening, defamatory, obscene, infringing, harassing or offensive; or
6.1.11 not do anything that would impair our rights, or our licensors’ rights in the Services.
6.2 You agree to indemnify, hold harmless and keep indemnified and held harmless, us and our Personnel from and against any liability for loss and from and against any damages, costs, awards, proceedings, claims, demands, expenses (including reasonable legal fees) and inconvenience which arise as a result of your breach of clause 6.1.
6.3 If our performance of any of our obligations under these Terms is prevented or delayed by any act or omission by you or any failure by you to perform any relevant obligation:
6.3.0 we shall, without limiting our other rights or remedies, have the right to suspend performance of the Services until you remedy the default, and to rely on the default to relieve us from the performance of any of our obligations to the extent the default prevents or delays our performance of any of our obligations;
6.3.1 we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 6.3; and
6.3.2 you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from your default.
7 Warranties
7.1 You represent and warrant to us that:
7.1.0 if you are a company or other incorporated body, you are validly existing under the laws of your place of incorporation and has the power and authority to carry on your business as that business is now being conducted;
7.1.1 you have the power and authority to enter into and perform your obligations under these Terms;
7.1.2 all consents (including in particular in accordance with Data Protection Legislation), licenses, notifications, approvals and authorizations required in connection with the acceptance, performance, validity and enforceability of these Terms have been obtained and are in full force and effect; and
7.1.3 entering into and performing your obligations under these Terms will not breach any contractual obligations you owe to any other person.
7.2 If you submit information and/or access or use the Services on behalf of an End Client (for example, if you submit an End Client’s information through our App during a face-to-face meeting with the End Client), you represent and warrant to us that the End Client has given their valid consent under Applicable Law, where required, to the transfer of their personal data by you to us, and has accepted these Terms. You agree to indemnify, hold harmless and keep indemnified and held harmless us and our Personnel from and against any liability for loss and from and against any damages, costs, awards, proceedings, claims, demands, expenses (including reasonable legal fees) and inconvenience which arise as a result of your breach of this clause 7.2.
8 Charges and Payment
8.1 You must pay us all Charges in accordance with this clause 8.
8.2 Unless otherwise agreed by us, you must pay for the Services annually in advance. You must pay the charges, and any taxes that may be applicable, in full at the time you place your order. All amounts payable by you under these Terms are payable in USD ($), unless expressly agreed otherwise. We shall invoice you in respect of the Charges for a Renewal Period 30 days before the start of the Renewal Period, unless otherwise agreed by us. Invoices are due and payable within 7 days.
8.3 The Customer acknowledges that the Charges are in respect of an agreed number of monthly submissions (“Monthly Submissions”) as agreed between ID Pal and the Customer, and any additional submissions shall be at the additional rates as agreed between the parties. The Customer further acknowledges that the Monthly Submissions shall expire at the end of each month and shall not carry forward into any subsequent period.
8.4 You may purchase additional Services throughout the Term as agreed by us. Payment for these Services will be made in accordance with this clause 8 and the additional Services will be subject to these Terms and any additional terms we notify to you.
8.5 If you fail to make any payment due to us under these Terms by the due date for payment, we reserve the right without prejudice to any of our other rights or remedies to:
8.5.0 charge interest on such overdue sums on a day to day basis from the original due date until paid in full at a rate of 5%; and/or
8.5.1 suspend the provision of the Services and/or terminate the provision of the Services in accordance with clause 12.
8.6 You must pay all amounts due under these Terms in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by Applicable Law). We may at any time, without limiting our other rights or remedies, set off any amount owing to us by you against any amount payable us to you.
8.7 We are entitled to increase the Charges at the start of each Renewal Period upon no less than 60 days’ prior written notice to you. If you do not agree to our increase of the Charges, you must terminate these Terms with us by giving us written notice no less than 30 days before expiry of the Initial Term or current Renewal Period in accordance with the process set out in clause 12.2.1 below.
9 Personal Data
Obligations of the Customer
9.1 As between the Customer and us, the Customer Data belongs to you and you determine the legal basis and the purposes for which the Customer Data is being or will be processed, and the manner in which the Customer Data is being or will be processed.
9.2 You agree and confirm that:
9.2.0 you are the Data Controller and we are the Data Processor;
9.2.1 you shall determine and advise us of the purpose of and legal basis for the processing of Customer Data;
9.2.2 you shall determine and instruct us as to what type of Personal Data will be processed via the Services and you will identify the End Client whose Personal Data will be processed;
9.2.3 you shall determine and advise us of the retention period for the storage of Customer Data in accordance with these Terms;
9.2.4 you hereby instruct us to process Customer Data on your behalf which includes transferring Customer Data outside the United States as part of the provision of the Services, where necessary provided such transfer complies with the requirements set out in Chapter V of the GDPR;
9.2.5 you approve the appointment of our current sub-processors, which we have disclosed to you, and you hereby authorize any future changes to our sub processors provided you are informed of any intended changes and afforded an opportunity to object on reasonable grounds based on concerns regarding compliance with Data Protection Legislation within 7 days of notification;
9.2.6 you shall comply with your Personal Data security and other obligations that apply to you, as Data Controller, pursuant to Data Protection Legislation;
9.2.7 you have established a procedure for the exercise of the rights of the individuals whose Personal Data comprises the Customer Data and you will advise such individuals of their rights under Data Protection Legislation and how they exercise them;
9.2.8 the Customer Data has been lawfully, fairly and validly collected and will be adequate, relevant and limited to what is necessary in relation to the purpose for which the Customer Data is being processed;
9.2.9 after assessment of the requirements of Data Protection Legislation, the security and confidentiality measures implemented as part of the Services are suitable for protection of the Customer Data against any accidental or unlawful destruction, accidental loss, alteration, unauthorized or unlawful disclosure or access, in particular when the processing involves data transmission over a network, and against any other forms of unlawful or unauthorized processing;
9.2.10 you shall be responsible for ensuring your End Clients are provided with adequate notice of ID-Pals processing activities and shall make available to End Client a privacy /data protection information notice that fulfils the requirements of applicable Data Protection Legislation; and
9.2.11 you will take reasonable steps to ensure compliance with the provisions of these Terms by you and your Personnel and by any person accessing or using the Customer Data on your behalf
Obligations of ID-Pal
9.3 In discharging our obligations under these Terms, we will comply with Data Protection Legislation. In particular, we will:
9.3.0 act as your Data Processor and process the Customer Data only on your behalf and in compliance with your instructions and these Terms and shall not disclose Customer Data to any third party (including for back-up purposes) apart from authorized sub-processors. If we cannot provide such compliance, we will promptly inform you of our inability to comply and you will be entitled to terminate these Terms on written notice to us;
9.3.1 promptly inform you if, in our opinion, an instruction from you infringes Data Protection Legislation. We will not be obliged to carry out any instructions that we believe contravene Data Protection Legislation;
9.3.2 implement appropriate technical and organizational security measures to protect the Customer Data;
9.3.3 comply, and ensure our Personnel comply, with appropriate confidentiality obligations in respect of the Customer Data;
9.3.4 inform you promptly of:
(A) any non-compliance by us or our Personnel with these Terms or the provisions of Data Protection Legislation relating to the protection of the Customer Data;
(B) any legally binding request for disclosure of Customer Data by a law enforcement authority, unless otherwise prohibited, for example, in order to preserve the confidentiality of an investigation by the law enforcement authorities;
(C) any incident which gives rise to a risk of or where we become aware of any unauthorized disclosure, loss, destruction or alteration of Customer Data;
(D) any notice, inquiry or investigation by a supervisory authority; and
(E) any complaint, inquiry or request (in particular, requests for access to, rectification or blocking of Customer Data) received directly from an End Client. We will not be responsible for responding to such requests, as required by Data Protection Legislation.
9.3.5 at your cost, provide you with such assistance as is reasonably necessary to allow you to discharge your obligations under Data Protection Legislation, including but not limited to assistance with Data Subject rights requests; Data Breach investigations; and Data Protection Impact Assessments, taking into account the nature of the Services and the Customer Data;
9.3.6 if we are required by law to process Customer Data, inform you of this requirement in advance of any processing, unless we are prohibited from informing you on grounds of important public interest; and
9.3.7 make available to you all information reasonably necessary to demonstrate compliance with the obligations in this clause 9; and
9.3.8 we will, with prior notice, allow for and contribute to audits/inspections conducted by you or your appointed auditor once a calendar year at your cost and subject to the auditor entering into a confidentiality agreement in advance of an audit. The auditor shall only be permitted access to processing relating to the Customer Data. ID-Pal shall be entitled to provide documents and records it maintains pursuant to clause 9.3.7 to demonstrate its compliance during such audit/inspection.
9.4 We may, depending on our needs, engage one or more third parties acting on our behalf, as sub processors, to help us to satisfy our obligations in accordance with these Terms. We will enter into contractual arrangements with such sub-processors on terms similar to those herein and in particular requiring them to implement appropriate technical and organizational security measures to protect the security of the Customer Data. We will inform you of any intended changes concerning the addition or replacement of other sub-processors, providing you with the opportunity to reasonably object to such changes based on concerns regarding compliance with Data Protection Legislation within 7 days of notification.
9.5 Following termination of these Terms, as instructed by you, we will delete all copies of the Customer Data unless required to maintain copies to comply with Applicable Law. You can download the Customer Data through the Services, and you are responsible for doing this before termination of these Terms.
9.6 You agree to indemnify, hold harmless and keep indemnified and held harmless us and our Personnel from and against any liability for loss and from and against any damages, costs, awards, proceedings, claims, demands, expenses (including reasonable legal fees) and inconvenience which arise as a result of the processing, generation, creation, storage of Customer Data in connection with the Services.
9.7 To the extent that ID Pal or Customer act as independent controllers, each party confirm that they shall comply with their obligations as data controllers and will process limited personal data of the others employees as independent controllers for the purpose of maintaining the administrative or customer relationship management systems.
9.8 The Parties agree that while ID-Pal is subject to the GDPR, the Customer is not.
10 Confidentiality
10.1 Each of us hereby undertakes to the other:
10.1.0 to keep secret and strictly confidential, in perpetuity, all Confidential Information belonging to the other party;
10.1.1 not without the other’s written consent to disclose the Confidential Information in whole or in part to any other person save those of its employees directly involved in the performance of these Terms and who have a need to know the same; and
10.1.2 to use the Confidential Information solely in connection with the performance of these Terms and not for its own or the benefit of any third party.
10.2 The provisions of clause 10.1 shall not apply to the whole or any part of the Confidential Information to the extent that it is:
10.2.0 already in the other’s possession other than as a result of a breach of these Terms; or
10.2.1 in the public domain other than by breach of these Terms (or other obligation of confidentiality).
10.3 Nothing in this clause prevents either party from disclosing Confidential Information to the extent that it is required to do so by Applicable Law or other competent authority, provided that it gives the other party as much notice as possible of such proposed disclosure and provides it with reasonable assistance in seeking to prevent any such disclosure.
10.4 You agree to indemnify, hold harmless and keep indemnified and held harmless, us and our Personnel from and against any liability for loss and from and against any damages, costs, awards, proceedings, claims, demands, expenses (including reasonable legal fees) and inconvenience which arise as a result of your breach of this clause 10.
11 Limitation of Liability
11.1 Nothing in these Terms limits or excludes a party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or any other liability which cannot be limited or excluded by Applicable Law.
11.2 Subject to clause 11.1, we are not liable, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms for loss of profits; loss of data; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of or damage to goodwill; loss of use or corruption of software, data or information; or any indirect or consequential loss.
11.3 We shall have no liability in respect of any claim for breach of contract, negligence, breach of statutory duty or other claim in respect of any delay or failure by us to perform any of our obligations under these Terms where such failure results from any breach or negligence by you.
11.4 You acknowledge and agree that between you and us, you are solely responsible for discharging your obligations to identify the End Client pursuant to any Applicable Law or other requirement that you may be subject to. You shall be liable for any harm or loss caused to the End Client in association with the Services and you acknowledge that the End Client shall exercise any claims for any such harm against you.
11.5 We will have no liability to you or any third party for any claim for breach of contract, negligence, breach of statutory duty or other claim arising from or in connection with (a) your, or a third party’s interpretation of, or reliance on any results or outputs obtained through the Service; or (b) any withdrawal of the Service.
11.6 To the maximum extent permitted by Applicable Law, all warranties, conditions and other terms implied by statute, common law or otherwise are excluded from these Terms. We specifically disclaim any warranty or representation that the operation of the Services or will be uninterrupted or error-free or that our systems and software are free of Viruses or other harmful components, or that our security procedures and mechanisms will prevent the loss or alteration of or improper access to information or content by third parties.
11.7 Subject to Clauses 11.1 to 11.6 and 14, our total aggregate liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms, is limited to the value of the Charges paid by you in the 12 months immediately preceding the date on which the event (or the first of a series of connected events) giving rise to the alleged liability first arose.
12 Termination
12.1 We may terminate these Terms immediately on written notice to you if:
12.1.0 you have a petition presented for your winding up, have a liquidator appointed or have a receiver or an examiner appointed to you or over part or all of your assets or enter into a composition with your creditors (save for the purposes of a bona fide reconstruction or amalgamation on terms approved in advance by us), are dissolved, become bankrupt, convene any meeting of creditors, or are unable to pay your debts or in any like case in any jurisdiction or otherwise cease to trade; or
12.1.1 you fail to pay any amount due under these Terms on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.
12.2 Either of us may terminate these Terms:
12.2.0 immediately on written notice if the other party continues to be subject to a Force Majeure Event for a continuous period of more than 30 consecutive days;
12.2.1 immediately on written notice if the other party is in material breach of these Terms and do not rectify such breach (where such breach is capable of rectification) within 10 days of receipt of written notice from the other party requiring it to do so; or
12.2.2 by giving the other party written notice of the intention to terminate no less than 30 days before the end of the Initial Term or the current Renewal Period such termination to take effect at the end of the Initial Term or any Renewal Period as applicable.
12.3 We may terminate these Terms at any time by giving you 30 days’ written notice.
12.4 On termination or expiry of these Terms for any reason:
12.4.0 you must immediately stop using the Services;
12.4.1 all licenses granted under these Terms shall immediately terminate;
12.4.2 you must immediately pay us all our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we may submit an invoice, which is payable immediately on receipt; and
12.4.3 each party shall within fourteen (14) days after the termination of these Terms return to the other party or (at the other party’s election) destroy all data, Confidential Information and all other materials of that other party in its possession which incorporate any of the Confidential Information. Save that, either party may retain such materials: (i) to the extent required by law or any applicable governmental or regulatory authority; and (ii) if applicable, to the extent reasonably required to permit the relevant party to keep evidence that it has performed, or the other party has failed to perform, its obligations under this Terms.
12.5 Termination of these Terms will be without prejudice to any accrued rights and remedies available to us and, for the avoidance of doubt, will not relieve you of your obligation to pay the Charges in respect of any Services we supplied to you prior to the date of termination. Clauses 2, 5, 7, 9, 10, 11, 12, 14 and 15 continue in force following termination or expiry of the Terms. All other clauses of these Terms that by their nature should survive termination or expiration of these Terms survive any such termination or expiration.
13 Dispute Resolution
13.1 If any dispute, difference of opinion or disagreement between the parties arises out of, in connection with or relating to these Terms (including as to its existence, interpretation, operation, termination or performance) (“Dispute”), save in respect of a dispute in relation to Charges, then either party may give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice”), together with relevant supporting documents. On service of the Dispute Notice, each of our representatives with day to day responsibly for these Terms will attempt in good faith to resolve the Dispute.
13.2 If the representatives under 13.1 are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, each party will appoint a designated senior executive who has sufficient authority to settle the Dispute (and who is at a higher management level than the representatives under 13.1) (“Senior Representative”). The Senior Representatives negotiate in good faith to resolve the Dispute.
13.3 If the parties are unable to resolve the Dispute within 30 days after the appointment of both Senior Representatives, then either party may proceed with any other available remedy.
13.4 Notwithstanding the foregoing, either party may seek necessary interim or other equitable relief (including an injunction).
14 Notices
14.1 Notices to any party relating to these Terms must be in writing in the English language and will be sufficiently served if delivered by email to the address as notified by the other party, by hand or if sent by registered post to the registered address of the recipient. Any such notice or communication is deemed to have been served, if delivered by hand, at the time of delivery; or if sent by pre-paid registered post, 48 hours after posting, or if sent by email, at the time of transmission, provided that any such delivery, transmission or postage outside the hours of 9.00am to 5.30pm is deemed to have been served on the next Business Day.
14.2 Where we are required to give written notice under any provision of these Terms, we may do so by giving notice through the Services. Such notice will be deemed to have been served at the time of transmission.
14.3 This clause does not apply to the service of any proceedings or other documents in any legal action.
15 General
15.1 Each party on behalf of itself acknowledges and agrees with the other party that these Terms, constitute the entire agreement and understanding between the parties and overrides and supersedes any previous agreement between us relating to the Services (which will be deemed to have been terminated by mutual consent). Each party confirms that it has not relied on, and has no remedies in respect of, any representations, assurances or warranties (whether made innocently or negligently) except those expressly set out in these Terms.
15.2 You shall not novate, assign, transfer, charge, sub-license, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms without our prior written consent. We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights or obligations under these Terms and you agree to same and will execute any document necessary or desirable, in our sole reasonable opinion, attesting and/or giving effect to it.
15.3 Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (“Force Majeure Event”). The time for performance of such obligations shall be extended accordingly.
15.4 The parties respectively shall ensure that there are done and executed all acts, documents and other things as may reasonably be required for securing each of the rights and obligations of the parties under these Terms.
15.5 Any failure by us at any time to enforce any provision of these Terms shall in no way affect our right thereafter to require complete performance by you, nor shall the waiver of any breach of any provision be taken or held to be a waiver of any antecedent or subsequent breach of any such provision or be a waiver of the provision itself. Any waiver to be effective must be in writing.
15.6 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
15.7 Nothing in these Terms is intended to, or is deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
15.8 The formational, interpretation and operation of these Terms and all non-contractual obligations arising from or connected with them shall be governed by and construed in accordance with, and all Disputes between the parties arising out of or in any way relating to these Terms or any Disputes between the parties in any way connected with the subject matter of these Terms (whether contractual or non-contractual) shall be governed by, the laws of Ireland. Each Party submits to the exclusive jurisdiction of the Irish Courts. Nothing contained in this clause shall limit our right to bring enforcement proceedings in another jurisdiction or to seek interim, protective or provisional relief in the courts of another jurisdiction.
15.9 Without prejudice to any other rights or remedies that we may have, you hereby acknowledge and agree that damages alone would not be an adequate remedy for any breach of these Terms by you. Accordingly, we shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of these Terms.
15.10 Our rights and remedies provided by the Terms are cumulative and are not exclusive of any right or remedy provided under Applicable Law or in equity or otherwise under these Terms.