eScript Licence Agreement
IMPORTANT: PLEASE READ CAREFULLY BEFORE ORDERING OR DOWNLOADING THE SOFTWARE:
This contract (this "Agreement") is a legal agreement made between the Customer and Clanwilliam Investments Limited t/a Clanwilliam Group whose registered office is at 3094 Lake Drive, Citywest Business Campus, Dublin 24, Ireland (the “Supplier”) for the Software.
The Supplier licenses use of the Software to the Customer on the basis of this Agreement. The Supplier does not sell the Software to the Customer. The Supplier remains the owner of the Software at all times.
OPERATING SYSTEM REQUIREMENTS: THE SOFTWARE SUPPORTS THE WEB BROWSERS SET OUT AT here THESE OPERATING SYSTEM REQUIREMENTS MAY BE AMENDED OR UPDATED BY THE SUPPLIER FROM TIME TO TIME.
- BY ORDERING, DOWNLOADING OR OTHERWISE ACCESSING THE SOFTWARE SOLUTION OR BY CONFIRMING THE ORDER AS PART OF THE DOWNLOADING OR ORDERING PROCESS, THE CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND IT AND ITS EMPLOYEES. THE TERMS OF THIS AGREEMENT INCLUDE, IN PARTICULAR, LIMITATIONS ON THE SUPPLIER’S LIABILITY IN CLAUSE 12.
- IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR COPY THE SOFTWARE SOLUTION. IF YOU DO NOT INTEND TO BE LEGALLY BOUND TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR OTHERWISE USE THE SOFTWARE AND DO NOT CLICK “ACCEPT” OR OTHERWISE ASSENT TO THIS AGREEMENT.
- IF THE CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THE SUPPLIER WILL NOT LICENCE THE SOFTWARE TO THE CUSTOMER AND THE CUSTOMER MUST DISCONTINUE THE DOWNLOADING OR ORDERING PROCESS NOW BY CANCELLING THE DOWNLOADING OR ORDERING PROCESS. IN THIS CASE, THE DOWNLOADING OR ORDERING PROCESS WILL TERMINATE OR THE CUSTOMER MAY NOT DOWNLOAD OR ORDER THE SOFTWARE.
The Customer should print a copy of this Agreement for future reference.
Terms and Conditions
- Definitions and Interpretation
- The definitions and rules of interpretation in this clause apply in this agreement.
“Authorised Site”, the premises from which the Customer operates their practice and/or business;
“Authorised Installations”, an instance of the Software created by either the Customer or the Supplier from installation file(s) provided by the Supplier which is (a) physically located on computer equipment owned or leased by the Customer in an Authorised Site and (b) for which the Customer has a valid User Licence;
“Authorised Users”, those employees, agents and independent contractors of the customer who are authorised by the Customer to use the Software;
“Charges”, the fees payable by the eScript Hub Customers to the Supplier as set out in Clause 5;
“Confidential Information”, information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information;
“Customer”, shall mean all customers including eScript Hub Customers unless otherwise specifically provided;
“Customer Data”, the data inputted by or on behalf of the Customer for the purpose of using the Software or facilitating the Customer's use of the Software;
“Effective Date”, midnight on 1 September 2015;
“eScript Hub Customer”, any Customer that is a pharmacist and/or downloads eScripts for the purposes of filling such eScripts for patients;
“Existing Practice Management Software Applications”, any of, GP Products Health One, Helix Practice Manager or GP Product Socrates GP;
“Licence Term”, the period beginning on the Effective Date and ending when this agreement is terminated as provided in Clause 6;
“Order Form”, the pricing and related information provided to the eScript Hub Customers along with this agreement and which forms part of this agreement;
“Permitted Purpose”, the use of an Authorised Installation for a Customer's own internal business purposes;
“Software”, the then current release and versions (as applicable) of the eScript application provided by the Supplier (or one of its affiliates) to the Customer either through the Existing Practice Management Software Applications or through the eScript hub;
“Software Support Services”, the standard software support services provided to Authorised Users by the Supplier in accordance with the Software Support Services Policy;
“Software Support Services Policy”, the Supplier's standard support services policy as available at www.escript.ie as may be varied from time to time by the Supplier;
“Support Desk” in respect of GP Products Health One and Helix Practice Manager, the Supplier's software support team is reached by dialling +353 (0)1 463 3000 or any other number that the Supplier may use from time to time and note on its website. In respect of GP Product Socrates GP, the Supplier's software support team is reached by dialling +353 (0)71 93600 or any other number that the Supplier may use from time to time and note on its website;
“Support Hours”, in respect of GP Products Health One and Helix Practice Manager, 8.30 am to 6.30 pm from Monday to Friday, and 9.00 am to 5.30 pm Saturdays, Sundays and bank holidays (excluding 25 December, 26 December and 1 January). In respect of GP Product Socrates GP, 8.00 am to 5.30pm Monday to Friday;
“User Licence”, a licence granted to the Customer pursuant to this agreement which entitles Authorised Users to access and use an Authorised Installation of the Software for the Permitted Purpose; and
“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.
- In this Agreement (except where the context otherwise requires):
- any reference to a Clause is to the relevant Clause of this agreement;
- the Clause headings are included for convenience only and shall not affect the interpretation of this agreement;
- use of the singular includes the plural and vice versa;
- use of any gender includes the other genders;
- a reference to writing or written includes faxes and e-mail;
- any reference to "persons" includes individuals, firms, partnerships, companies, corporations, associations, organisations, foundations and trusts (in each case whether or not having separate legal personality);
- any reference in this agreement to any statute, statutory provision, subordinate legislation, code or guideline ("legislation") shall be construed as referring to such legislation as the same may from time to time be amended, modified, extended, varied, superseded, replaced, substituted or consolidated; and
- any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
- User Licences, Hardware Support Services and Additional User Licences
- Subject to the terms and conditions of this agreement, the Supplier hereby grants to the Customer, who is not an eScript Hub Customer, a royalty free, non-exclusive, non-transferable, non-sublicensable, revocable right to permit the Authorised Users to use Authorised Installations of the Software during the Licence Term solely for the Permitted Purpose.
- Subject to the terms and conditions of this agreement, the Supplier hereby grants to the eScript Hub Customer a royalty bearing, non-exclusive, non-transferable, non-sublicensable, revocable right to permit the Authorised Users to use Authorised Installations of the Software during the Licence Term solely for the Permitted Purpose.
- In relation to the Authorised Sites, the Customer undertakes that:
- it will ensure that there are no instances of the Software on computer equipment which is owned or leased by the Customer which is not an Authorised Installation;
- the number of installations shall not exceed the number of Authorised Installations at each site subject to the grant or purchase of additional User Licences from time to time;
- in the event that it wishes to decommission an Authorised Installation, it will use all reasonable steps to remove all references to and files associated with the Software from the computer equipment prior to creating a new Authorised Installation; and
- it will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and, in the event of any such unauthorised access or use, promptly notify the Supplier.
- The Customer may, from time to time during any Licence Term, purchase additional User Licences from the Supplier which will have the effect of increasing the number of Authorised Installations.
- If the Customer agrees to purchase additional User Licences the Supplier shall debit the Customer's bank account by an amount equal to the relevant fees for such additional User Licences as may be agreed by the Supplier with the Customer.
- The Supplier's Obligations
- In relation to the Software, the Supplier:
- shall provide the Software together with any access keys required for the operation thereof during the Licence Term on and subject to the terms of this agreement;
- undertakes that the Software has been designed by the Supplier with reasonable skill and care; and
- will from time to time and at the Supplier's sole discretion, at no additional cost to the Customer, make available to the Customer updates to fix defects or enhance the stability of the Software in accordance with the Supplier's release plan.
- [In relation to the Software Support Services, the Supplier:
- will provide Authorised Users with the Supplier's standard customer support services in accordance with the Supplier's Software Support Services Policy in effect at the time;
- if the customer requests support services outside normal working hours as defined in this agreement, the Supplier will use its best endeavours to provide such support and the customer will be liable to pay the Supplier's prevailing callout charges and reimburse any directly related costs;] and
- may, at its sole discretion, make information available to third party software/hardware suppliers where the problem is diagnosed and involves the Software, software other than the Software or hardware in order to resolve any identified problems.
For the avoidance of doubt, at the date of this agreement, the Supplier's Software Support Services Policy does not include the provision of any support services in relation to computer hardware or other equipment.
- The Customer’s Obligations
- Throughout the Licence Term, the Customer shall:
- make available personnel and provide information, facilities, services and equipment to the Supplier as and when necessary so that the Supplier can fulfil its obligations under this agreement at no cost to the Supplier;
- ensure that the latest version of the Software is installed and the Customer acknowledges that the Supplier shall not be obliged to support other than the latest version;
- promptly notify the Supplier of any error message or problem with the Software and ensure the full co-operation of its employees and agents with the Supplier in the diagnosis of any Software issue;
- ensure that the environment and electrical supply of the Authorised Supply are maintained in a satisfactory manner;
- ensure existing computer networks to which computers operating the Software are connected are properly maintained as configured at the time of initial installation. Alterations to the network must not be made without consultation with the Supplier; and
- keep and operate the Software in a proper and prudent manner and ensure that only competent trained Authorised Users are allowed to operate the Software.
- The Customer shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Software that:
- is unlawful, harmful, discriminatory, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; or
- causes damage or injury to any person or property,
and the Supplier reserves the right, without liability to the Customer, to disable the Customer's access to any material that breaches the provisions of this or any other clause.
- Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, the Customer shall not:
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
- attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
- access all or any part of the Software in order to build a product or service with the Software;
- subject to Clause 2.1 or Clause 2.2, as appropriate, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software available to any third party except the Authorised Users, or
- attempt to obtain, or assist third parties in obtaining, access to the Software other than as permitted under this, Agreement.
- The Customer shall ensure that no third party or person in the Customer's organisation shall service or attempt to remedy any defect or in any way interfere with the Software except on each occasion under the instructions of the Supplier's personnel. Any such interference may violate any obligations the Supplier has under this agreement.
- be deemed to have been amended accordingly.
- Charges and payment (THIS CLAUSE RELATES TO ESCRIPT HUB CUSTOMERS ONLY)
- The provisions of this Clause 5 shall survive the termination of this agreement.
- The eScript Hub Customer will receive a number of free credits on the Effective Date. Details of these credits and related terms will be provided in the Order Form. These credits enable the eScript Hub Customer to download eScripts from the eScript hub and send SMS text messages. Once the eScript Hub Customer has exhausted its initial allocation of free credits it shall be obliged to purchase additional credits in order to continue to use the Software in accordance with this agreement. Until the additional credits are purchased the eScript Hub Customer will not be permitted to use the Software or download eScripts.
- All amounts and credits stated or referred to in this agreement:
- shall be payable in euros;
- are non-cancellable and non-refundable including in the circumstances set out in Clause 6.2; and
- are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate.
- The Supplier shall be entitled to increase the cost of credits and any other fees set out in this agreement:
- without prior notice by an amount not exceeding a percentage equal to the percentage increase in the Retail Price Index during the preceding six months (provided a period of at least one year has elapsed since the date on which the immediately preceding increase came into effect); and
- otherwise upon 30 days’ prior notice to the Customer and the corresponding terms of this agreement shall be deemed to have been amended accordingly.
- Term and termination
- This agreement shall, unless otherwise terminated as provided in this Clause 6, commence on the Effective Date and shall continue for an indefinite period.
- The Supplier may terminate this agreement:
- for any and no reason on providing the Customer with 30 days notice; or
- immediately if an eScript Hub Customer fails to or cannot make any payment when due or if any Supplier payment request is refused;
- immediately, if the Customer is in breach of any other licence or agreement between it and the Supplier or if any such licence or agreement is terminated.
- Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach.
- Without prejudice to any other rights or remedies to which the parties may be entitled, the Supplier may terminate this agreement without liability to Customer if the Customer ceases or threatens to cease to do business, becomes unable to pay its debts as they fall due, becomes or is deemed insolvent, has a receiver, manager, examiner, liquidator, administrator, administrative receiver or similar officer appointed in respect of the whole or any parts of its assets or business, makes any composition or arrangement with its creditors, or suffers or undergoes any analogous process to the above in any jurisdiction because of debt.
- On termination of this agreement for any reason:
- all licences granted under this agreement shall immediately terminate;
- 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 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
- the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
- Customer Data
- The Customer shall have sole responsibility for ensuring the legality, reliability, integrity, accuracy and quality of the Customer Data used in conjunction with and/or entered into the Software.
- If the Supplier processes any personal data on the Customer's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
- the Customer shall ensure that the Customer is entitled to share and transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data to third parties including but not limited to pharmacists in accordance with this agreement on the Customer's behalf;
- the Customer shall ensure that the relevant data subject has been informed of, and has given their consent to such use, processing, and transfer as required by all applicable data protection legislation including but not limited to the Data Protection Acts 1988 and 2003;
- the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time;
- each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage; and
- 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 breach of this Clause 7.2.
- The Customer acknowledges and agrees that the Supplier shall not be liable for any assistance or guidance or materials it provides to the Customer regarding the capture of patient consent to use of the eScript service.
- During the Licence Term, the Supplier shall have the right to use anonymised, aggregated prescription information processed by it on behalf of the Customer and the Customer hereby grants the Supplier the rights to utilise such data to the extent that such usage shall not be in contravention of the Data Protection Acts 1988 and 2003.
- The Customer alone shall be liable for all transmissions of Customer Data to third parties including but not limited to pharmacists.
- The Customer will back-up all data and verify that data is correctly backed up at least on a daily basis in line with prudent industry norms. Such data shall be made available to the Supplier, as required to support the Software. The Supplier shall not under any circumstances be liable for any loss of or corruption of Customer Data.
- The Customer will take reasonable precautions to ensure their system is protected from Viruses by using anti-virus software and that any anti-virus software is updated, as specified, to ensure the latest protection technology is used. The Customer accepts that the Supplier is not responsible for protecting software and transaction data from Viruses or for ensuring that Customer is using anti-virus software, or ensuring that Customer is keeping their anti-virus software up-to-date.
- For the purposes of this Clause 6 the terms data subject, data controller, data processor and personal data shall have the meaning given to those terms under the Data Protection Acts 1988 and 2003. The Customer indemnifies the Supplier from and against any and all liabilities, claims, costs, damages and expenses incurred by the Supplier arising out of or in connection with a breach by the Customer (or its employees agents and sub-processors) of this Clause 7.
- Third party providers
- The provisions of this section shall survive termination of this agreement, however arising.
- Each party may be given access to Confidential Information of 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; or
- was in the other party's lawful possession before the disclosure; or
- 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; or
- is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
- Each party shall:
- hold the other's Confidential Information in confidence and, unless required by law, 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; and
- 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.
- Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
- The Customer acknowledges that details of the Software, and the results of any performance tests of the Software, constitute the Supplier's Confidential Information.
- Proprietary rights
- The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Software. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Software.
- The Supplier confirms that it has all the rights in relation to the Software that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
- 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 Software 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.
- The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Software infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
- the Supplier is given prompt notice of any such claim;
- the Customer provides all co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and
- the Supplier is given sole authority to defend or settle the claim.
- In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Software, replace or modify the Software so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 days notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
- In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
- a modification of the Software by anyone other than the Supplier; or
- the Customer's use of the Software in a manner contrary to the instructions given to the Customer by the Supplier; or
- the Customer's use of the Software in a manner contrary to the provisions of this agreement; or
- the Customer's use of the Software after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
- The foregoing states the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees agents and sub-contractor) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
- Limitation of liability
- This section sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
- any breach of this agreement;
- any use made by the Customer of the Software or any part of them; and
- any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
- Except as expressly and specifically provided in this agreement:
- the Customer assumes sole responsibility for results obtained from the use of the Software 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 Customer in connection with the Software 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 Software 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 gross negligence; or
- for fraud or fraudulent misrepresentation.
- Subject to Clause 12.3:
- 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 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 €250.
- 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.
- The Supplier reserves the right to make changes to this agreement at any time and shall make the updated terms available to the Customer on the Supplier's website www.escript.ie as soon as reasonably practicable. The Customer shall be deemed to have accepted any such change if it continues to use the Software after being notified of the change.
- If 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.
- If 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.
- This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
- Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
- The licence granted to the Customer under Clause 2.1 or Clause 2.2, as appropriate, is personal to the Customer and the Customer shall, 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.
- The 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.
- Any notice required to be given under this agreement shall be in writing and shall be sent to the other party at its address set out in this agreement (the Authorised Site in the case of the Customer), or such other email or postal address as may have been notified by that party for such purposes.
- A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9am on the first business day following delivery). A correctly addressed notice sent by 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 email shall be deemed to have been received at the time of the receipt of an emailed reply to sender from the recipient confirming receipt of the original notice.
- Governing law and jurisdiction
- This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of Ireland.
- The parties irrevocably agree that the courts of Ireland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).