TERMS AND CONDITIONS
Last Update: 2018
1. TERMS AND CONDITIONS
(c) We may amend these Terms from time to time as set out in Clause 13. These Terms are only available in the English Language.
SECTION A - GENERAL TERMS AND CONDITIONS
2. ABOUT US
We operate the website [www.sedicii.com]. We are Sedicii Innovations Limited, a company registered in Ireland under company number 537185 and with our registered address at Arclabs Research & Innovation Centre, W.I.T. West Campus, Carriganore, Waterford, X91 P20H, Ireland.
3. USE OF OUR SITE
(a) By accepting the Terms we will grant you access to the portal, an online and gateway service (the “Portal”). Please note that before placing an order or accessing the Portal you will be asked to agree to these Terms. If you refuse to accept these Terms, we will not be able to access the Portal and we will not be able to supply the services to you. The use of our site is also subject to acceptable usage, which is more specifically described at Clause 18. For connection to certain databases within the Portal, special terms may apply. These terms will be provided to you.
(b) We are a distributor of information and access to our services is provided via the Internet. The Portal does not include the availability and use of a network or other connection required to access the Portal. Nor does this right to use the Portal include the equipment or software necessary for use of the Portal. You are responsible for setting up and maintaining the communication to the Portal unless otherwise agreed.
4. ACCESS TO PORTAL
(a) Portal access will be via a secure user-ID and password, which will be received by you when you are accepted as a customer by us. You agree not to reveal, provide access to, or in any other way divulge the user-ID or password to unauthorised persons. You will immediately contact us to change the user-ID and password if it becomes known to unauthorised persons. You are liable for all loss or damage suffered if the user-ID and password become known to unauthorised persons. This liability applies until such time as you have informed us and frozen the user-ID and password. The customer can request a freeze on the user-ID and password by contacting the Company at firstname.lastname@example.org.
(b) You are responsible for preventing unauthorised persons from using your equipment or systems to access the Portal. You are also responsible for storing documentation and instructions, which may have been provided by us in a secure place where they will not fall into the hands of unauthorised persons. You are responsible for preventing any loss of this information.
(c) If you fail to comply with these Terms it may lead to your use of the Portal being disabled. We also reserve the right to cease providing the Portal in whole or in part if your use of the Portal has caused loss or damage to us. We may be entitled to claim damages from you. However, we will not be liable to pay any compensation should your use of the Portal be cancelled per these Terms or otherwise.
5. OUR SERVICES
We will grant you a non-exclusive, non-transferrable right to access our services via the Portal solely for your own internal business operations. The services and information supplied, which may be sourced from third parties, to you as part of the services (the “Information”) are subject to these Terms. We will perform the services with skill, care, diligence and professional conduct.
6. YOUR OBLIGATIONS
(a) You will:
• Provide such information to us as we may reasonably request and which we consider reasonably necessary for the purpose of providing the services;
• Not copy, modify, harvest or create derivative works of any Information provided by us to you for on sale, for payment or any other benefits or for any other reason either to any affiliate or a third party;
• Carry out any checks to ensure that our services meet your requirements;
• Use the Information solely for the purpose of your own internal business use and in accordance with these Terms;
• Not store, save or otherwise retain the Information on your databases, systems or otherwise for a period longer than necessary to use the Information for its specific purpose;
• Not alter, delete, replace, amend, change, deface, obscure, remove, conceal or interfere with the face and contents of the Information, our Intellectual Property and any other marking on the Information. For the avoidance of doubt, use of the Information for the purpose of compiling internal know-your client reports or databases shall not constitute an alteration of information;
• Not resell or in any way redistribute or provide to a third party the Information supplied to you;
• Immediately inform us upon becoming aware of a third party engaging in a harvest, or the copying, modifying, or creating derivative works of any Information and to provide any assistance required by us to identify any such third party and to protect or vindicate our Intellectual Property rights or our other rights or any of our affiliates or partners or any other third party nominated by us; and
• Not use the Information in violation of any applicable laws or these Terms.
(b) If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation, we shall be entitled to relieve ourselves from the performance of any of our obligations under the Contract to the extent that failure is, in our opinion, attributable to your delay, acts of omissions. We will not be liable for any costs or losses sustained or incurred by you from our failure or delay in performing any of our obligations in the circumstances as set out in this clause.
(c) The services will only be provided on the basis you give us all proper, necessary, accurate and timely instructions, authority and information (including the execution of all documents required) to enable us to undertake lawfully and effectively the business instructed, and you indemnify us accordingly.
(d) Whilst we are prepared to accept instructions given by you orally over the telephone, such instructions shall be given at your risk and any misunderstanding or misinterpretation of such instructions shall be at your risk.
Orders and instructions are only accepted on the basis that those instructing us do so as principals and are liable directly to us for payment of our account.
(a) We or any third party, with whom we collaborate with to source the Information or the delivery of the services, takes no responsibility for the Information or for any fault, defects or delay in connection with the services.
(b) We will not be liable to you for any error, inaccuracy or incompleteness in Information supplied to you by us or a third party.
(c) In the event that we are unable to access Information from a third party, necessary to deliver the services, we will not be liable to you for any interruption in the services and we provide no warranty that your use of the services will be uninterrupted or error free or that the Information provided to you through the services will meet your requirements.
(d) Except as provided in this Clause, all other conditions, warranties or other terms which might have effect between us or be implied or incorporated into this Contract or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
(e) Except as expressly stated in this Clause:
(i) We shall have no liability to one another for any losses or damages which may be suffered by the other, whether the same are suffered directly or indirectly or are immediate or consequential, which fall within the following categories:
A. special damage even though the party was aware of the circumstances in which such special damage could arise; and
B. loss of profits, anticipated savings, business opportunity or goodwill.
(ii) Our total liability, whether in contract, tort, including, but not limited to a claim arising in respect of omissions, or our failure or delay and whether in connection with this Contract or any collateral contract or quotation, shall in no circumstances exceed the total price paid for the services during the 12 months immediately preceding the date on which the claim arose
(f) The exclusions in this Clause shall apply to the fullest extent permissible at law, but neither of us excludes liability for death or personal injury caused by the negligence of that party, its officers, employees, contractors or agents, for fraud, or any other liability which may not be excluded by law.
(g) For the purpose of this Clause any number of acts or omissions whether successive or concurrent, which together result in or contribute to substantially the same loss or damage shall be treated as one act or omission.
(h) You shall indemnify us from and against all liabilities (whether civil or criminal), losses, actions, damages, awards, proceedings, costs, claims, demands and expenses (including legal fees) brought or made against or incurred by us as a result, or arising out, of your breach of this Contract including any injury or loss or damage suffered by us following from your use of the services in a manner contrary to these Terms.
(i) We have in place professional indemnity insurance to cover our services and related matters.
(a) You agree and we agree to the other to keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into of this Contract or obtained during the term of this Contract save that it is:
(i) trivial or obvious; or
(ii) already in its possession other than as a result of a breach of this clause; or
(iii) in the public domain other than as a result of a breach of this clause, or
(iv) required to be disclosed by law.
(b) You agree and we agree to take all such steps as are necessary to ensure compliance with the provisions of this Clause by our respective employees, agents and sub-contractors. The obligations contained in this Clause shall survive the termination of this Contract.
10. THIRD PARTY CONTRACTORS
We may at any time assign, transfer, novate, charge, subcontract or deal in any other manner with all or any of our rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third Party. We will take all reasonable care to choose third parties with good reputations and capable of providing the Services but we accept no responsibility however for the services the third party provides to you or for any errors or omissions in their work product. If a mistake is made by a third party that causes you loss, we will, on being properly secured and indemnified by you as to costs, co-operate with you in bringing proceedings against the third party concerned.
11. SEARCHES AND REPORTS
(a) We will use all reasonable care in acquiring Information to be provided to you however such information may be derived from a public source and as such we accept no responsibility for the accuracy of any part of any search or report. We do not accept responsibility for any inaccuracy, omission or other error in any public source upon which our search or report is based or where such information has been provided verbally either by you or any other third party.
(b) When obtaining information from a public source, or via a third party, we may be subject to the disclaimer statements and limitation provisions on the public source or provided by a third party. In such circumstances we will endeavour to make you aware of such disclaimers or limitation provisions, however it may not always be practical to do so. In any event you agree that such disclaimers and limitations will be deemed incorporated into these Terms and apply to, and be deemed repeated in, any contract between us. Some searches may be indicative only.
(c) We do not own the Information and we do not grant you any rights in respect of the Information other than as set out in the Terms and the Information shall not be considered your data.
We may from time to time provide reports. We do not warrant any information and we accept no responsibility for the accuracy of such information or any opinion provided by us based upon these.
13. OUR RIGHT TO VARY THESE TERMS
We amend these Terms from time to time. Every time you access our services, the Terms in force at the time of the order will apply to the Contract between you and us. We may also revise these Terms as they apply to your order from time to time to reflect any changes in relevant laws and regulatory requirements.
14. THIRD PARTY RELIANCE
Our services, including Reports and Information, are provided solely for your use and shall not be used or relied upon by any third party without our explicit written consent.
15. HOW TO PAY
(a) any charges for any services which are payable periodically will be invoiced in advance for each period. All invoices must be paid in full by you within thirty (30) days of the date of invoice.
(b) If you fail to make a payment in accordance with these Terms, you will pay the costs we incur due to late payment including reasonable legal fees and a late payment charge at a rate of 4% over the base rate of the European Central Bank, on amounts outstanding until the date of actual receipt by us.
(c) All payments shall be made without set off or counterclaim or any other withholding whatsoever. If in our opinion, your financial position at any time does not justify the commencement or continuance of delivery of the services on the Terms, we may, in addition to all other legal and equitable remedies we may have, make a written demand for full or partial payment in advance, suspend our performance until such payment is made, and/or cancel your order.
(d) You will make all payments under this agreement without withholding or deduction of, or in respect of, any Tax unless required by law. If any such withholding or deduction is required, you will, when making the payment to which the withholding or deduction relates, pay to us such additional amount as will ensure that we receive the same total amount that we would have received if no such withholding or deduction had been required.
(e) All prices are exclusive of Value Added Tax and other taxes relevant to the services.
(f) All prices are exclusive of expense and delivery charges as agreed with you, which shall be charged at the prevailing rate at date of invoice.
(g) You accept that prices may be changed without prior notice. You have the right to immediately terminate your account if, following such a change, you find the new prices unacceptable, but you shall remain liable to pay the new price for any Information accessed.
(h) In the event that any work carried out for you requires more than nominal disbursements, we may require an on account payment in respect of such disbursements and until such sums are deposited we shall not be obliged to undertake the contract.
(b) We both acknowledge that for the purposes of GDPR (2016), the Data Protection Acts 1988 and 2003 (“DPA”), or relevant equivalent local laws, you are the data controller and we are the data processor in respect of any personal data (as defined in the DPA).
(c) To the extent that the performance by us of our obligations under the Contract involves the processing of personal data on your behalf we agree:
• To process the personal data only to the extent, and in such a manner, as is necessary for the purposes specified in this Contract and in accordance with your documented instructions unless otherwise required to do so by applicable law, and only in accordance with the DPA or equivalent local law and shall not process the personal data for any other purpose other than those expressly state herein;
• To promptly comply with any request from you requiring us to amend, transfer or delete the personal data;
• To implement and maintain such technical and organisational security measures as may be required to comply with the data security obligations under the DPA or equivalent local law;
• Not to transfer the personal data outside the European Economic Area without your prior written consent;
• To notify you without undue delay after becoming aware of a personal data breach;
• That persons authorised to process personal data are bound by confidentiality provisions;
• To assist you in ensuring compliance with your obligations regarding security of processing, notifications of breaches, data protection impact assessment and prior consultations taking into account the nature of processing and the information available to us; and
• At your choice, to delete or return any personal data to you on the expiration or termination of this Contract and delete existing copies unless applicable law requires storage of the data.
(d) In the event that we are required to store any personal data on your behalf, you shall confirm the duration for which we store such data on your behalf.
(e) We both undertake to each other that in respect of both our obligations under these conditions we both will at all times comply fully with all relevant statutory enactments (including without limitation the DPA and all re-enactments thereof and amendments thereto or equivalent local law) or regulations or requirements made by any governmental authority or equivalent body of competent jurisdiction.
(f) You acknowledge that we are reliant on you for direction as to the extent to which we are entitled to use and process the personal data. Consequently, we will not be liable for any claim brought by a Data Subject (as defined in the DPA) arising from any action or omission by us, to the extent that such action or omission resulted directly from your instructions. As such you agree to indemnify and keep indemnified and defend us at your own expense against all costs, losses, claims, damages or expenses (“Claims”) incurred by us or for which we may become liable arising out of or in connection with the processing of your personal data under this Contract, to the extent that such Claims result directly from your Instructions.
(g) Without prejudice to the generality of this Clause you further undertake to us that you hold all necessary registrations and licences and prior to your use of any relevant services provided by us, you will obtain all such consents as are necessary from individuals in order to lawfully gain access to and make use of any personal data relating thereto including without limitation such consents as are necessary to be obtained from individuals acting in the capacity of director, partner or sole trader of a business in respect of which we are carrying out a search on your behalf.
(b) Our web server may collect the domain names and e-mail addresses of visitors to the Portal or our site. This information is aggregated to measure the number of visits, average time spent on our site, pages viewed, etc. We use this information to measure the use of our site and to improve the content of our site.
(c) Our site contains “links” to other sites, and every effort is made to link only to sites that share our high standards, however, we are not responsible for the standard of any site linked to our site.
(d) Our site is provided on an “as available” basis. We give no warranty (express or implied) for the services provided and it is acknowledged that we shall not be liable for losses of income due to disruption of our site caused as a result of server or provider disruption.
(e) We reserve the right to make changes to the content, operation, technical specifications, systems, support etc. as regards the Portal or our site without any notice in advance. In addition, we always reserve the right, to immediately effect or make any changes occasioned by, for instance, legal requirements or the decisions of authorities. We have no liability due to such circumstances arising. You have the right to immediately terminate the agreement if, by such a change, our service will be modified to such an extent that you find the service insufficient and no longer useful for your purpose.
(f) We may disclose and transfer your information to a third party who acquires all or a substantial portion of our business, whether such acquisition is by way of merger, consolidation or purchase of all or a substantial portion of our assets.
(g) The Portal shall be used in accordance with currently applicable instructions issued by us from time to time. All equipment you connect to the Portal must fulfil all requirements posed by applicable legislation and other regulations. Should any interference in the operation of the Portal be traceable to your equipment, you shall immediately disconnect the offending equipment.
(h) Information about the Portal’s availability will be provided by us from time to time. However, we do not guarantee that the Portal will operate error-free or be online during the entire time specified. We shall
always be given the opportunity to remedy shortcomings in the Portal before such shortcomings are considered breach of contract. Moreover, we also reserve, to a reasonable extent, the right to shut down the Portal for maintenance and service work.
(i) An email support centre will be open for you. We will, to a reasonable extent, assist you with questions or problems that arise regarding your use of the Portal or our site. We do not guarantee 100% availability of this support service.
18. ACCEPTABLE USE
(a) You shall only use our site for lawful purposes. You may not use our site:
• in any way that is unlawful or fraudulent or that breaches any applicable national, local or international law or regulation;
• To procure the sending of any unsolicited or unauthorised advertising or promotional material or other form of solicitation (spam); and
• To knowingly transmit any data, send or upload material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
(b) You also agree not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of the Terms.
19. INTELLECTUAL PROPERTY
(a) All Intellectual Property subsisting in, created during, or used in connection with any service or Information, including any modifications and amendments thereto, provided to you by us, shall be and remain our sole property or our licensors (“our Intellectual Property”). You shall not, without our prior written consent or the relevant owner, use or adopt any name, trade name, trading style or commercial designation used by us or the relevant owner, or do or omit anything to infringe on any intellectual property right relating to any service or Information supplied by us or the relevant owner. You agree to notify us immediately if you become aware of any unauthorised use of our Intellectual Property.
(b) In the event that new intellectual property, inventions, designs or processes evolve in the performance of or as a result of services, including where modifications recommended by you are incorporated by us into the services, you acknowledge the same shall be our property unless otherwise agreed in writing by us.
(c) We shall retain all Intellectual Property rights over our sites used by you in relation to the services.
(d) You shall own all your data and all Intellectual Property rights therein, including any amendments to your data and you agree to grant us a worldwide, non-exclusive, royalty-free licence to use and aggregate your data with other data for the provision of the services.
(e) You will indemnify us in respect of any loss, expenses or costs suffered by us due to a claim by any third party for infringement of our Intellectual Property where such infringement arises due to our compliance with your designs, specifications, or instructions.
(f) Intellectual Property includes any copyrights and related rights, database rights, patents, patentable material, designs, trade secrets, confidential information, know-how, trade-marks, service marks or other industrial or intellectual property rights, and any applications for any of the foregoing (whether registered or not and whether registerable or not) and all similar or equivalent rights or forms of protection in any part of the world (“Intellectual Property”).
20. FORCE MAJEURE
Where we are prevented from fulfilling our obligations due to circumstances which are beyond our control such as storm, labour dispute, fire, water damage, terrorism, loss of power, telecommunications or other public utility, amendments to regulations issued by governmental authorities, intervention by the authorities and errors or delays in services from sub-contractors due to circumstances as stated herein, we may postpone the time for performance and shall not be liable in damages to you for any loss so arising. Where performance of the Portal or our site is materially prevented for a period in excess of three (3) months as a result of any of the above mentioned circumstances, you shall be entitled to terminate this Contract.
21. REPORTING OBLIGATIONS
(a) Where we or our affiliate is required to report on material events in the business and where this Contract constitutes a material event by virtue of you being our client and or the financial benefits associated with this Contract, then you acknowledge and consent to the reporting, including where such reporting may be, for example, a communication to a stock exchange and associated public market
(b) Where you or any affiliate is required to report on material events in the business and where this Contract constitutes a material event by virtue of the associated services, then we acknowledge and consent to the reporting, including where such reporting may be, for example, a communication to a stock exchange and associated public market.
(a) No delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
(b) If any provision of this Contract is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
(c) Any notice required to be given pursuant to this Contract shall be in writing, and shall be sent to the other party marked for the attention of the authorised representative. Notices may be sent by email or post and notices sent by post shall be deemed to have been delivered 48 hours after posting and correctly directed emails shall be deemed to have been received instantaneously on transmission.
(d) This Contract shall be governed by and construed in accordance with Irish law and each party hereby submits to the non-exclusive jurisdiction of the Irish courts.
(e) We reserve the right to change specifications of the services at any time and without notice and to supply the services which differ from the specifications agreed between us both provided that such substitutions do not materially affect the performance of the services.
SECTION B - CONSUMER TERMS AND CONDITIONS
The following additional clauses are applicable to consumers only. If you are a consumer the following clauses apply to our provision of the services or Information to you and in the event of a conflict between this Section B and any of the terms of Section A, the terms of Section B shall prevail to the extent that you are a consumer.
You should read these terms of Section B, together with the terms set out at Section A carefully, before you submit any order to us. These terms tell you how we provide the services to you, what to do if there is a problem and other important information. If you think there is a mistake in these terms please contact us to discuss.
We intend to rely on these terms and your order. If you require any changes, please make sure you ask for them in writing. This can help avoid any problems about what you expect from us and what we expect from you.
You can contact us by emailing [email@example.com].
25. YOUR ORDER
If we cannot accept your order, we will not charge you for the services or the Information.
26. PROVIDING THE SERVICES/INFORMATION
(a) We will make the services available to you once you have been accepted as a customer. However, if the supply of the services or the Information to you is delayed by an event outside of our control, we will take steps to minimise any delay. We shall not however be liable to you for any delays caused by the event but in the event that there is a risk of a substantial delay you may end the Contract and receive a refund for any services or Information for which you have paid but not received.
(b) We may also suspend our services and if the circumstances permit we will advise you of the suspension in advance. You will not have to pay for any services or Information while the services are suspended.
27. YOUR RIGHTS TO END THE CONTRACT
(a) Where one of the following applies you can end the Contact immediately:
i. We have told you about an upcoming change to the services or these Terms which you do not agree to;
ii. We have told you about an error in the price or description of the services you have ordered and you do not wish to proceed;
iii. There is a risk that supply of the services may be significantly delayed because of events outside our control;
iv. We have suspended supply of the services for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 7 days; or
v. You have a legal right to end the contract because of something we have done wrong.
(b) You cannot change your mind where the Information has already been delivered to you, which may be immediately after you have ordered. (c) If you wish to end this Contract, please contact us by firstname.lastname@example.org.
28. YOUR PERSONAL INFORMATION
We will use the personal information you provide to us:
(a) To supply the services to you;
(b) To process your payment for the services; and
(c) If you agreed to this during the order process, to give you information about similar services that we provide, but you may stop receiving this at any time by contacting us.
29. RESOLUTION OF A DISPUTE
Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. Please note that disputes may be submitted for online resolution to the http://ec.europa.eu/consumers/odr/ platform.