M.J. FLOOD TECHNOLOGY LIMITED – TERMS AND CONDITIONS OF SALE AND SERVICE

Acceptance

1. These Terms and Conditions of Sale and Service (hereinafter referred to as these “Terms”) is entered into between you and M.J. Flood Technology Limited (hereinafter referred to as “we”, “our”, or “us”). You accept the provisions of these Terms which apply to your purchase of the Product (as defined in Clause 3 of these Terms) and/or your availing of our Services (as defined in Clause 9 of these Terms). These Terms set forth the legally binding terms and conditions which are applicable to your purchase of the Product from us and your use of the Services, however accessed and/or used, whether via personal computers, mobile devices or otherwise. The Terms constitute an agreement between you and us and define the rights and responsibilities that you and us have with respect to the Product and Services. It is important that you read and understand the Terms. By clicking an “I accept” or similar button and/or by accessing or using the Services (including any software or application forming part of the Services) you confirm that you have read and understood the Terms and any other documents referred to herein (including without limitation the Microsoft terms and conditions associated with your licence of the Product), and that you agree to be bound by these Terms. You represent and warrant that you have the right, authority and capacity to accept these Terms and to abide by them and that you have fully read and understood these Terms without any impairment in judgment. Your availing of the Services constitutes your acceptance of these Terms. Consequently, if you do not accept or understand the Terms, please do not access or avail of the Services (including any software or application forming part of the Services). If your agreement to these Terms is required in connection with or after the installation process of any software or application forming part of the Services and you do not agree to these Terms, you are not entitled to use the respective software or the application and please promptly uninstall and delete all copies thereof.

Modification

2. From time to time, we may modify or amend these Terms. We recommend that you review the current version of these Terms on a regular basis, which can be found on our website. If you continue to avail of the Services after the Terms have been modified or amended, you accept any such change or modification. If you have any questions about these Terms, please see our contact information on our website.

PART A – MICROSOFT RESELLER ARRANGEMENTS

Microsoft Reseller

3. We act as an authorised value added reseller to sell Microsoft cloud products, details of which can be found at https://store.mjf.ie/store/ (the “Product”), through our online store. When you purchase the Product on our online store, you will be required to read and agree to the Microsoft terms and conditions associated with same. Such Microsoft terms and conditions and the terms and conditions between us and Microsoft are separate to and independent from these Terms.
4. We do not make any warranty, representation, indemnity, guarantee or commitment on Microsoft’s behalf or in respect of the Product.
5. Nothing in these Terms is intended to, nor shall it be deemed to, establish any partnership or joint venture between us and Microsoft, constitute us the agent of Microsoft, or authorise us to make or enter into any commitments for or on behalf of Microsoft except as expressly provided in these Terms.
6. The prices to be paid by you in our online store for the Product and the payment terms are set out at https://store.mjf.ie/store/. All other provisions relating to your licence of the Product from Microsoft are set out in the applicable Microsoft terms and conditions.
7. If there is a termination or expiration of your licence to use the Product, your access to the Services shall also be cancelled. If there is a termination or expiration of the Services, you may continue to use the Product with another cloud partner authorised by Microsoft. For the avoidance of doubt, the Services are non-transferrable.

Disclaimer

8. We assume no responsibility for the integrity or operation of the Product. To the maximum extent permitted by applicable law, we and our subsidiaries, affiliates, officers, employees, agents, partners and licensors will not be liable for any direct, indirect, incidental, special, consequential or punitive damages whatsoever relating to your use of the Product. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer or mobile equipment, computer programs, data or other proprietary material due to your use of the Product. All warranties, conditions and other terms implied by statute or common law in respect of the Product are, to the fullest extent permitted by law, excluded from these Terms.

PART B – SUPPLY OF SERVICES

Use of the Services

9. Subject to your acceptance of these Terms, we shall provide the services that you have purchased from our online store to you (the “Services”), the full selection of which are set out at https://store.mjf.ie/store/ and you are granted a non-exclusive, non-transferable, non-sub-licensable licence to use such Services for the Subscription Term (as defined in Clause 48) on computer equipment owned by you only.
10. You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services that (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (vi) is in a manner that is otherwise illegal or causes damage or injury to any person or property; and we reserve the right, without liability or prejudice to any other right, to disable your access to any material that breaches the provisions of this Clause. For the purposes of this Clause, “Viruses” means anything 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.
11. You shall not, except to the extent expressly permitted under these Terms: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means, (ii) access all or any part of the Services in order to build a product or service which competes with the Services; or (iii) use the Services to provide services to third parties; or (iv) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party, or attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under these Terms.
12. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us.
13. We shall use commercially reasonable endeavours to make the Services available in accordance with the Service Level Agreement set out in Schedule 1 of these Terms, apart from planned maintenance which shall be notified to you at least one week in advance and which shall be carried out outside of normal business hours’ where possible.
14. The rights to use the Services provided under these Terms are granted to you only, and shall not be considered granted to any affiliate of yours.

Orders and Delivery

15. All orders are subject to confirmation by us on receipt of the order from you via our website. We will use our best endeavours to perform the Services at the date and within the time specified in the Service Level Agreement set out in Schedule 1 of these Terms, but we shall not be liable for any expense, loss or damage whatsoever suffered by you as a result of us for whatsoever reason not delivering at the date or within the time so specified.

Customer Data and Third Party Data

16. “Customer Data” means the data inputted by you or us on your behalf for the purpose of you using the Services. You shall own all right, title and interest in and to all of the Customer Data.
17. You, not us, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and we shall not be responsible or liable for any infringement of Intellectual Property Rights (as defined in Clause 32 of these Terms) of any third party or for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. We reserve the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, non-payment by you. Upon termination for cause, your right to access or use Customer Data immediately ceases, and we shall have no obligation to maintain or forward any Customer Data
18. We shall follow our archiving procedures for Customer Data. In the event of any loss or damage to Customer Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data. We 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 us to perform services related to Customer Data maintenance and back-up).
19. We and you shall both comply with all applicable obligations under the Data Protection Acts 1988 and 2003 (the “DPA”) relating to any “Personal Data” (as defined in the DPA) controlled or processed through the Services. If we process any Personal Data on your behalf it is agreed that you shall be the data controller and we shall be the data processor and in any such case: (i) if we are requested to process Personal Data, you acknowledge and agree that the Personal Data may, in certain circumstances, be transferred or stored outside the European Economic Area in order to carry out the Services; (ii) you shall ensure that you are entitled to transfer the relevant Personal Data to us so that we may lawfully use, process and transfer the Personal Data in accordance with these Terms on your behalf; (iii) you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by the DPA; and (iv) we and you shall each take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data or its accidental loss, destruction or damage.
20. You acknowledge that the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it/they does so solely at its/their own risk. We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not us. We recommend that you refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website.  We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

Customer Obligations

21. You shall: (i) provide us with all necessary co-operation in relation to the supply of the Services, and all necessary access to such information as may be required by us in order to provide the Services, including but not limited to Customer Data, security access information and configuration services; (ii) comply with all applicable laws and regulations with respect to your activities relating to the Services; (iii) carry out all of your other responsibilities set out in these Terms in a timely and efficient manner (in the event of any delays in your provision of such assistance, we may adjust any agreed timetable or delivery schedule as reasonably necessary; (iv) ensure that anyone that you permit to use the Services uses the Services in accordance with these Terms and you shall be responsible for any such person’s breach of these Terms; (v) obtain and maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform our obligations under these Terms, including without limitation the provision of the Services; (vi) ensure that your network and systems comply with the relevant specifications provided by us from time to time; (vii) be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres, and you, not us, shall be responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet; and (viii) acquaint yourself with the installation of software were applicable, and operational features detailed in the literature and online content shared by us in respect of the Services.

Our Obligations

22. We undertake that the Services will be performed substantially in accordance with the specifications set out at https://store.mjf.ie/store/ and with reasonable skill and care. This undertaking shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, then we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the your sole and exclusive remedy for any breach of the undertaking set out in this Clause.
23. These Terms shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products, software and/or services which are similar to the Services.
24. We warrant that we have and will maintain all necessary licences, consents, and permissions required for the performance of the Services.

Charges and Payment

25. You shall pay the fees set out at https://store.mjf.ie/store/ for the Services (the “Fees”). We reserve the right to vary the Fees based on service provider changes in market.
26. Payment of the Fees shall be made by direct debit on the basis of a twelve month subscription. At the time of your purchase of the Services, you shall provide us with valid, up-to-date and complete credit/debit card details acceptable to us and any other relevant, valid, up-to-date and complete contact and billing details and you hereby authorise us to bill such credit/debit card on a monthly basis thereafter for the Fees payable.
27. The Fees shall not be subject to any discount or deduction except as agreed in existing offers as presented by us via our website.
28. Each part of delivery and instalment of the Services will be charged at the time of the initial purchase of the Services.
29. You shall not be entitled to withhold payment of any amount payable for the Fees because of any disputed claim, nor shall you be entitled to set off against any amount payable to us. Any complaints with regard to availability of our website, quality of the Services etc. must be made to us within seven days of the due date for payment for such Services. You may not seek credit from us unless we have agreed in writing the credit of Services. We reserve the right to apply a cancellation or deactivation charge to any Services cancelled in accordance with Clause 52.
30. If we have not received payment within seven days after the due date, and without prejudice to any of our other rights and remedies: (i) we may, without liability to you, disable the access that you have to the Services and we shall be under no obligation to provide any or all of the Services while the amounts concerned remain unpaid, and you shall have a period of ninety days to retrieve your Customer Data in accordance with Clause 51; and (ii) 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 our bankers in Ireland from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
31. All amounts and Fees stated or referred to in these Terms: (i) shall be payable in Euro; (ii) are, subject to Clause 46, non-cancellable and non-refundable; and (iii) are exclusive of value added tax, which shall be added at the appropriate rate during the ‘check-out’ process on our website.

Proprietary Rights

32. “Intellectual Property Rights” means all intellectual property rights including patents, trade marks, service marks, design rights, copyright, database rights, moral rights (whether or not any of these are registered and including any applications for registration of any such rights), inventions, know how, confidential information and trade secrets, together with all goodwill attaching or relating thereto, and all rights or forms of protection of a similar nature or having similar effect to any of these which may exist or come into existence in the future anywhere in the world. You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in the Services. Except as expressly stated herein, these Terms do not grant you any Intellectual Property Rights, or any other rights or licences in respect of the Services.

Confidentiality

33. In the course of providing the Services you and/or us may be provided with or have access to the other’s information that is proprietary or confidential (“Confidential Information”). You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute our Confidential Information. We acknowledge that the Customer Data is your Confidential Information. Confidential Information shall not be deemed to include information that: (i) is or becomes publicly known other than through any act or omission of the receiving party; (ii) was in the other party’s lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (iv) is independently developed by the receiving party, which independent development can be shown by written evidence; or (v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
34. 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 these Terms.
35. Each 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 these Terms.
36. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
37. Clauses 33 to 36 shall survive termination/cancellation of the Services, however arising.

Indemnity

38. You shall defend, indemnify and hold us harmless 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 your use of the Services, provided that: (i) on us becoming aware of any such claim, you are given prompt notice same; (ii) we provide reasonable co-operation to you in the defence and settlement of such claim, at your expense; and (iii) you are given sole authority to defend or settle the claim.
39. We shall defend the you, your officers, directors and employees against any claim that the Services infringe any patent, copyright, trade mark, database right or right of confidentiality effective as of the date that you purchase the Services, and shall indemnify you for any amounts awarded against you in judgment or settlement of such claims, provided that: (i) on you becoming aware of any such claim, we are given prompt notice of any such claim; (ii) you provide reasonable co-operation to us in the defence and settlement of such claim, at our expense; and (iii) we are given sole authority to defend or settle the claim.
40. In the defence or settlement of any claim referred to in Clause 39, we may procure the right for you to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, cancel the provision of the Services on five days’ notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.
41. In no event shall we, our employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on: (i) a modification of the Services by anyone other than us; or (ii) your use of the Services in a manner contrary to the instructions given to you by us; or (iii) your use of the Services after notice of the alleged or actual infringement from us or any appropriate authority.
42. The foregoing and Clause 46 constitute the your sole and exclusive rights and remedies, and the our (including the our employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

Limitation of Liability

43. Clauses 43 to 46 of these Terms set out our entire financial liability to you (including any liability for the acts or omissions of our employees, agents and sub-contractors): (i) arising under or in connection with these Terms; (ii) in respect of any use made by you of the Services or any part of them; and (iii) in respect of any representation, warranty, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.
44. Except as expressly and specifically provided in these Terms: (i) you assume sole responsibility for results obtained from your use of the Services, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction; (ii) 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 these Terms; and (iii) the Services are provided to you on an “as is” and “as available” basis. Specifically, we do not warrant that your use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by you through the Services will be error free or will meet your requirements. Further, we are 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, or any loss or damage resulting from any loss or misuse of your data by third parties (such as online payments providers), and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
45. We 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 these Terms.
46. Our total aggregate liability in contract (including in respect of the indemnity at Clause 39), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Services shall be limited to the Fees paid during the twelve months immediately preceding the date on which the claim arose.

Non-solicitation

47. You hereby covenant to us that you shall not, and you shall procure that your affiliates shall not, during the period of two years from the date that you purchase the Services, solicit the services of, or endeavour to entice away from us any director, employee or consultant of ours who at the date that you purchase the Services or at any time during the period of twelve months prior to such date was a director, employee or consultant of ours (whether or not such person would commit any breach of his contract of employment or engagement by reason of leaving our service).

Subscription Term and Termination

48. These Terms shall, unless otherwise terminated as provided herein, commence on the date that you purchase the Services and shall continue for so long as you continue to access the Services (the “Subscription Term”). For the avoidance of doubt, the cancellation fee referred to in Clause 52 shall only apply to cancellation of the Services within the first twelve months from the date that you first purchase the Services.
49. Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if: (i) the other party fails to pay any amount due under these Terms on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; (ii) the other party commits a material breach of any other of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of seven days after being notified in writing to do so; (iii) the other party repeatedly breaches any of these Terms 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 these Terms; (iv) 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; (v) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (vi) 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; (vii) 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; (viii) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed a receiver; (ix) 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; (x) 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 seven days; (xi) 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 this Clause 49; or (xii) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
50. In addition, without affecting any other right or remedy available to it, we may terminate these Terms with immediate effect by giving written notice to you if you have rejected, returned or failed to deploy any Services.
51. On termination of these Terms and/or the cancellation of the Services for any reason: (i) all licences granted under these Terms shall immediately terminate; (ii) 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; (iii) we may destroy or otherwise dispose of any of the Customer Data in our possession unless, no later than ninety days after the effective date of the termination/cancellation, you have retrieved your Customer Data (for the avoidance of doubt, this shall not include data models created by us). If requested by you, we shall use reasonable commercial endeavours to assist you with the retrieval of your Customer Data. You shall pay all reasonable expenses incurred by us in providing such assistance as aforesaid (for the avoidance of doubt, this shall not include the return of any data models created by us); and (iv) 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 these Terms which existed at or before the date of termination shall not be affected or prejudiced.

Cancellation of Services

52. Any termination of these Terms will result in an automatic cancellation of the Services. If you wish to cancel the Services you can do this through our website (via the ‘my account’ portal). Any such cancellation before the expiration of twelve months from the date that you first purchase the Services will result in a non-refundable €45 administration fee being charged to your credit/debit card on record with immediate effect.

Force Majeure

53. We shall have no liability to you under these Terms or in relation to the provision of the Services if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce 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 you are notified of such an event and its expected duration.

Miscellaneous

54. Clause, Schedule and paragraph headings shall not affect the interpretation of these Terms. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. References to Clauses and Schedules are to the Clauses and Schedules of these Terms and references to paragraphs are to paragraphs of the relevant Schedule.
55. If there is an inconsistency between any of the provisions in the main body of these Terms and the Schedules, the provisions in the main body of these Terms shall prevail.
56. No failure or delay by a party to exercise any right or remedy provided under these Terms 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. Except as expressly provided in this Agreement, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
57. If any provision (or part of a provision) of these Terms 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 to the commercial intention of the parties.
58. These Terms, and any documents referred to herein, constitute the whole agreement between you and us in respect of the Services and supersede any previous arrangement, understanding or agreement between you and us relating to the Services.
59. You hereby acknowledge and agree that in accepting these Terms, you do not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person relating to the subject matter of these Terms, other than as expressly set out in these Terms.
60. You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under these Terms.
61. Nothing in these Terms is intended to or shall operate to create a partnership between the you and us, 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).
62. Any notice required to be given under these Terms 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 confirmed when you purchase the Services, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email address as notified by such party at the time of purchase of the Services. A 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 email shall be deemed to have been received at the time of transmission.
63. The Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Republic of Ireland.
64. Each Party irrevocably agrees that the courts of the Republic of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).