Each subscriber and any material which he/she posts onto the Website (Material) must comply with the following basic standards:
(a) All information and activities must be legal, decent and honest (in terms of the Republic of Ireland’s laws and standards).
(b) Data protection legislation within (the Subscriber’s applicable) law must be adhered to in order that the collection of personal information is not traded or disclosed illegally.
(c) Distance selling requirements must be complied with as described in the (subscriber’s applicable) law.
(d) Additional applicable trading standards and laws and regulations are created or amended from time to time and notified to subscribers directly and on this website.
Specific Responsibilities of Subscribers
(a) Each subscriber is solely responsible for the accuracy, legality, currency and compliance of its own material and will be solely liable for false, misleading, inaccurate, infringing or other actionable material contained or referred to therein.
(b) Each subscriber is solely responsible for maintaining the confidentiality of its username and password and for its use. As traffic on this Website is monitored, evidence of use of the username and password can be produced to support or defend any dispute or actionable cause or matter which arises in relation to the same.
(c) Where subscribers collaborate with one another as a result of use of this website they do so as independent contracting parties. Subscribers acknowledge that CramdenTECH Ltd. will not in any way be construed as a party to such collaboration nor be liable nor responsible in any way for the dealings of such collaboration or the parties to such collaboration.
Indemnity and Waiver
(a) Each subscriber agrees to indemnify and keep indemnified CramdenTECH Ltd., its successors and assigns, and each of their respective directors, officers, employees and agents (collectively ‘Website Owner’) from and against (or with avoiding) any and all liability, damages, losses, claims (including reasonable legal fees) resulting in any way from its use of and from any material posted on this website or from any other matter relating to its participation herein including but not limited to use of the information and applications contained on the website or arising from any introduction or collaboration resulting there from or otherwise arising from using the website.
(b) Each subscriber waives any right to bring any claim or action against the CramdenTECH Ltd. for any loss, damage or injury arising from the use of the website or any material from the website or from this Terms of Service.
(c) In the event any action arises under this clause, CramdenTECH Ltd. may during any such action, bar the subscriber’s access to the website until such time as CramdenTECH Ltd. is certain, in its reasonable opinion, that there is not likely to be a claim under such indemnity or the claim has been resolved.
Software: Cloud based software application providing a governance and compliance tracking solution and elearning platform for small to medium sized organizations and non-profit organisations.
The Licensor is the sole and exclusive owner of the software referred to in the foregoing Schedule (the ‘Software’) and upon acceptance of this Licence, the Licensor hereby grants and the Licensee hereby accepts a non-exclusive, non-transferrable Licence to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement.
This Licence entitles the Licensee to:
(a) receive access to the CramdenTECH Solutions software platform subject to payment of license fees.
(b) use of the Software in accordance with Clause 2 of this Licence;
(c) software application supports by email.
For the purposes of this Licence upgraded versions of the Software shall mean enhancements, improvements or modifications to the Software
This Software Licence is made between CramdenTECH Ltd. with its principal place of business at Beech Park House, Smithstown, Shannon, Co. Clare (hereinafter called ‘the Licensor’ which expression shall include its subsidiaries, agents and assigns)
The Licensee details, as provided on set-up of CramdenTECH account
- Issue and Use of Software
Upon confirming acceptance of this Licence Agreement and payment of the Licence Fee which shall determine the ‘Term’ of this Licence, the Licensor shall issue to the Licensee access to the CramdenTECH Solutions software platform.
- For the purpose of this Licence, ‘Use’ shall mean and include:
Access to CramdenTECH Solutions application and all available functionality provided as part of the subscription service the client has signed up to.
- For the purposes of this Licence ‘concurrent use’ shall mean simultaneous use of the portal by the number of users of the Licensee.
- Licence Fee
The Licence Fee specified in the Schedule is payable in advance unless otherwise agreed in writing by the Licensor.
- Licence Fees may be subject to annual review upon thirty (30) days prior written notice from the Licensor. Such reviewed fee shall take effect on expiry of the period of notice, unless the Licensee has notified the Licensor within such notice period that it wishes to terminate this Licence. The Licensee may be subject to an additional charge upon issue to the Licensee of upgraded versions of the software. Such additional charge for upgrades shall become payable within thirty (30) days of release of the upgraded version of the software.
- Where the Licensee is paying an annual Licence Fee, the Licensee may request the Licensor to convert to a monthly payment Licence and the Licensor shall, upon acceptance of such request, notify the Licensee of the appropriate payment to be made. The Licensee will undertake to pay the monthly payment licence in advance each month.
- All charges hereinbefore referred to are exclusive of and net of any taxes, duties or such other additional sums including, but without prejudice to the foregoing generality, value added tax, excise tax, import or other duties, and whether levied in respect of this Licence, the Software, its use or otherwise.
Application Enhancement and Other Services
- The Licensor offers information on upgrades to and enhancements of the software platform at such cost (if any) as may be notified to the Licensee.
- The Licensor shall charge for other software services requested by the Licensee which are not specifically covered by this Licence.
- The Licensee undertakes not to perform any of the acts referred to in this sub-clause (a) except to the extent and only to the extent permitted by the applicable law to the Licensee as a lawful user (i.e. a party with an express right to use) of the Software and only then for the specific limited purposes stated in such applicable law or hereunder. The Licensee undertakes:
- Not to translate, adapt, vary or modify the Software.
- Not to disassemble, decompile or reverse engineer the Software provided without the Licensor’s prior written consent and is not used to create any software which is substantially similar to the expression of the Software nor used in any manner which would be restricted by copyright.
- You may not access the Software for purposes of monitoring its availability, performance or functionality, or for competitive purposes.
- Not to license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software unless permitted and agreed upon by the Licensor.
In addition, the Licensee undertakes:
- to supervise and control use of the Software in accordance with the terms of this Licence;
- not to provide or otherwise make available the Software in whole or in part, in any form to any person other than the Licensee’s employees, board directors, and committee members without prior written consent from the Licensor;
- The Licensor shall not be liable to the Licensee for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Licence, the Software, and its use or otherwise, except to the extent to which it is unlawful to exclude such liability under the applicable law.
- Notwithstanding the generality of (a) above, the Licensor expressly excludes liability for any indirect, special, incidental or consequential loss or damage which may arise in respect of the Software, its use or in respect of equipment or property, or for loss of profit, business, revenue, goodwill or anticipated savings.
- In the event that any exclusion contained in this Licence shall be held to be invalid for any reason and the Licensor becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the annual or monthly Licence fee as the case may be.
- The Licensor does not exclude liability for death or personal injury to the extent only that the same arises as a result of negligence of the Licensor, its employees, agents or authorised representatives.
Copyright, Patents, Trade Marks and Other Intellectual Property Rights
- The Licensee acknowledges that any and all of the copyright, trademarks, trade names, patents and other intellectual property rights subsisting in or used in connection with the Software including all documentation and video materials relating thereto, are and shall remain the sole property of the Licensor. The Licensee shall not during or at any time after the expiry or termination of this Licence in any way question or dispute the ownership by the Licensor thereof.
- In the event that new inventions, designs or processes evolve in performance of or as a result of this Licence, the Licensee acknowledges that the same shall be the property of the Licensor unless otherwise agreed in writing by the Licensor.
- The Licensee shall indemnify the Licensor fully against all liabilities, costs and expenses which the Licensor may incur as a result of work done in accordance with the Licensee’s specifications involving infringement of any patent or other proprietary right.
- The Licensee acknowledges that software in general is not error-free and agrees that the existence of such errors shall not constitute a breach of this Licence.
- In the event that the Licensee discovers a material error which substantially affects the Licensee’s use of the same and notifies the Licensor of the error within 90 days from the date of this Licence (the ‘warranty period’) the Licensor shall at its sole option either refund the licence fee or use all reasonable endeavours to correct by patch or new release (at its option) that part of the Software which does not so comply PROVIDED THAT such non-compliance has not been caused by any modification, variation or addition to the Software not performed by the Licensor or caused by its incorrect use, abuse or corruption of the Software or by use of the Software with other software or on equipment with which it is incompatible.
- To the extent permitted by the applicable law, the Licensor disclaims all other warranties with respect to the Software, either express or implied, including but not limited to any implied warranties of merchantability or fitness for any particular purpose.
- Although the Licensor does not warrant that the Software supplied hereunder shall be free from all known viruses it has used commercially reasonable efforts to check for the most commonly known viruses
- The Licensor warrants that there are no disabling programs or devices in the Software.
- The Licensor agrees to indemnify and save harmless and defend at its own expense the Licensee from and against any and all third party claims of infringement of copyright, patents, trademarks, industrial designs, or other intellectual property rights affecting the Software PROVIDED THAT (i) the Licensee shall not have done, permitted or suffered to be done anything which may have been or become an infringement of any rights in any copyright, patent, trade mark or other rights as hereinbefore provided, and (ii) the Licensee shall have exercised a reasonable standard of care in protecting the same; failing which the Licensee shall indemnify the Licensor against all actions, proceedings, costs, claims and expenses incurred in respect thereof.
- The Licensee undertakes that the Licensor shall be given prompt notice of any claim specified in (a) above that is made against the Licensee and the Licensor shall have the right to defend any such claims and make settlements thereof at its own discretion and the Licensee shall give such assistance as the Licensor may reasonably require to settle or oppose any such claims.
- In the event that any such infringement occurs or may occur, the Licensor may at its sole option and expense:
(i) procure for the Licensee the right to continue using the Software or infringing part thereof; or
(ii) modify or amend the Software or infringing part thereof so that the same becomes non-infringing; or
(iii) replace the Software or infringing part thereof by other software of similar capability; or (iv) repay to the Licensee the licence fee relating to the whole or the infringing part of the Software.
- All information, data, drawings, specifications, documentation, software listings, source or object code which the Licensor may have imparted and may from time to time impart to the Licensee or the Licensee otherwise obtains in relation to the Software (other than ideas and principles which underlie the Software) is proprietary and confidential. The Licensee hereby agrees that it shall use the same solely in accordance with the provisions of this Licence and that it shall not at any time during or after expiry or termination of this Licence, disclose the same, whether directly or indirectly, to any third party without the Licensor’s prior written consent.
- Subject only to the specific, limited provisions of the Licensees undertakings above, the Licensee further agrees that it shall not itself or through any subsidiary, agent or third party use such confidential information to copy, reproduce, translate, adapt, vary, modify, decompile, disassemble or reverse engineer the Software nor shall the Licensee sell, lease, licence, sub-licence or otherwise deal with the Software or any part or parts or variations, modifications, copies, releases, versions or enhancements thereof or have any software or other program written or developed for itself based on any confidential information supplied to it by the Licensor.
- The foregoing provisions shall not prevent the disclosure or use by the Licensee of any information which is or hereafter, through no fault of the Licensee, becomes public knowledge or to the extent permitted by law.
The Licensor shall be under no liability to the Licensee in respect of anything which, apart from this provision, may constitute breach of this License arising by reason of force majeure, namely, circumstances beyond the control of the Licensor which shall include (but shall not be limited to) acts of God, perils of the sea or air, fire, flood, drought, explosion, sabotage, accident, embargo, riot, civil commotion, including acts of local government and parliamentary authority; inability to supply the Software, materials, breakdown of equipment and labour disputes of whatever nature and for whatever cause arising including (but without prejudice to the generality of the foregoing) work to rule, overtime bars, strikes and lockouts and whether between either of the parties hereto and any or all of its employees and/or any other employer and any or all of its employees and/or between any two or more groups of employees (and whether of either of the parties hereto or any other employer).
Termination or Expiry
- (a) This licence shall expire at the end of the Term on a date determined in the Licence agreement. In addition to any other provisions for termination as herein provided, the Licensor may by notice in writing to the Licensee terminate this Licence if any of the following events shall occur, viz.:
(i) if the Licensee is in breach of any term, condition or provision of this Licence or required by the applicable law and fails to remedy such breach (if capable of remedy) within 30 days of having received written notice of such breach from the Licensor;
(ii) if the Licensee, being a body corporate, shall present a petition or have a petition presented by a creditor for its winding up, or shall convene a meeting to pass a resolution for voluntary winding up, or shall enter into any liquidation (other than for the purposes of a bona fide reconstruction or amalgamation); shall call a meeting of its creditors, or shall have a receiver of all or any of its undertakings or assets appointed, or shall be deemed by the relevant statutory provisions under the applicable law to be unable to pay its debts.
(b) Upon termination or expiry, the Licensee shall pay to the Licensor all costs and expenses, including legal and other fees incurred and all arrears of fees, charges or other payments arising in respect of the Software, this Licence or otherwise.
(c) Termination or expiry, howsoever or whenever occasioned shall be subject to any rights and remedies the Licensor may have under this Licence or in law.
The Licensee shall not assign or otherwise transfer all or part of the Software or this Licence without the prior written consent of the Licensor.
Failure or neglect by the Licensor to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of the Licensor’s rights hereunder nor in any way affect the validity of the whole or any part of this Licence nor prejudice the Licensor’s rights to take subsequent action.
The headings of the terms and conditions herein contained are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Licence.
In the event that any of these terms, conditions or provisions shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
Any notice to be given by either party to the other may be sent by recorded delivery to the address of the other party as appearing herein or such other address as such party may from time to time have communicated to the other in writing and if so shall be deemed to be served 10 days following the date of posting.
Entire Agreement and Amendments
This Agreement supersedes any arrangements, understandings, promises or agreements made or existing between the parties hereto prior to this Agreement, and constitutes the entire understanding between the parties hereto. Except as otherwise provided herein, no addition, amendment to, or modification of, this Agreement shall be effective unless it is in writing and signed by, and on behalf, of both parties. Notwithstanding that the parties to this Agreement may have signed this Agreement by a form of electronic signature, this Agreement shall not be altered unless done so in writing on paper and signed with the manuscript signature of a director each party.
If a dispute out of or relates to this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation. If the parties do not reach a voluntary settlement through such mediation procedure within a period of 30 days or the period laid down by the mediation forum, then the parties shall have no further obligation under this clause and upon notice by either party to the other, such dispute may then be referred to any adjudicative method of dispute resolution including but not limited to arbitration, litigation, or some other dispute resolution procedure. In the event that the parties choose litigation, the dispute will be resolve by the courts of the Republic of Ireland under the law of this Agreement.
The parties hereby agree that the Licence concluded between them and constituted on these terms and conditions shall be construed in accordance with laws in the Republic of Ireland.
Acceptance of Agreement