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This licence agreement sets out the terms on which you are permitted to use the Documentation (as defined below) and on which we shall provide you with services to tailor the Template Documents to your website(s) (“Document Tailoring Services”) where we have agreed that we will provide you with such services.



PARTIES

The parties to this licence agreement are:
(1) Heaventree, a partnership registered in the Republic of Ireland (registration number 483396), the registered office of which is Third Floor, 4/5 High Street, Galway City, County Galway, Ireland, H91HX3D.
(2) you, the person or legal entity who has purchased or is in the process of negotiations for the purchase of the Documentation and/or Document Tailoring Services from us (“you”),
each a “party” and together the “parties”.

 

GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
Documentation” means the following documentation supplied or to be supplied by us in accordance with this licence agreement, and, as applicable, where tailored by us for your website(s) as part of our Document Tailoring Services:

  • template website terms and conditions;
  • template privacy policy; and
  • template cookies policy.
Template Documents” means the template website terms and conditions, the template privacy policy and the template cookies policy.
VAT” means value added tax or any similar sales tax in force in Ireland from time to time.

 


COMMENCEMENT DATE

This agreement shall come into force on the earlier of the following: (i) the date when you purchase any or all of the Documentation and/or Document Tailoring Services from us; and/or (ii) the date when we begin to provide you with some or all of the Documentation or Document Tailoring Services.

 


LICENCE AND YOUR RIGHTS

  • Provided you have satisfied your obligations in clause 5 (Your Obligations) and you remain in compliance the provisions of this licence agreement, we grant a perpetual, revocable, non-exclusive, worldwide licence to use the Documentation for your website(s) owned or operated by you from time to time for both commercial and non-commercial use.
  • If you breach any of the provisions of this licence agreement, your licence shall automatically terminate and the provisions of clause 8 (Obligations On Termination) shall apply.

 

YOUR OBLIGATIONS

  • You agree to pay the fee for the Documentation and/or Document Tailoring Services which has been or is subsequently agreed between us.
  • You agree to comply with the terms of this licence agreement

 

OUR OBLIGATIONS

We agree to supply you with the Documentation and/or the Document Tailoring Services, as the case may be.

 

TERMINATION

  • Where you breach any provision of this licence agreement, we shall have the right to terminate this licence agreement with immediate effect by providing you with written notice.
  • This licence agreement shall automatically terminate on the insolvency of, or the commencement of any similar or analogous legal procedure in respect of, either party.

 

OBLIGATIONS ON TERMINATION

Upon the termination of this licence agreement for any reason:

  • You agree to cease using the Documentation for any purpose whatsoever, including, but not limited to, the use of the Documentation as the documentation for any websites owned by you.
  • You agree to promptly destroy all copies of the Documentation or any derivative works created from or using them and to confirm to us in writing when this has been done.
  • You shall pay any unpaid sums owed for the Documentation or Document Tailoring Services provided by us to you.

 

LIMITATION OF LIABILITY

  • We exclude liability to you to the maximum extent permitted by law, except where it would be unlawful to do so, including in respect of liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation.
  • You agree that we are not a law firm or legal services business and shall be tailoring the documentation for your website on the basis of the functionality, cookies and uses of personal information made known by your website(s) at the time we provide the Documentation and the services. Accordingly, we shall owe no fiduciary duty or other duty of care, whether in tort or otherwise, to you as a result of our provision of the Documentation or Document Tailoring Services.
  • We may use third parties, including any GDPR specialists, to assist us in tailoring the documentation to you. Where we use such third parties, you agree to hold them harmless and that they shall incur no liability to you.
  • You are responsible for your compliance with applicable law and regulation and that while the documents are, to the best of our knowledge and ability compliant with the GDPR and other applicable legislation at the time the Documents and Document Tailoring Services are provided to you, because of the uncertainty around the GDPR and its interpretation, it is not possible for us to guarantee that your website(s) will be found to be GDPR-complaint in the event of any investigation by the Office of the Data Protection Commissioner or other regulator, although we warrant that it greatly increases the chances of your website(s) being found to be compliant.
  • You agree not to bring any claims against us, and to hold us harmless for any losses, costs or expenses incurred by you as a result of any non-compliance of any of the Documentation with applicable law and the Documentation comes with no warranties as to suitability for your website(s) or other purposes or as to their compliance with applicable law at any given time.
  • Unless agreed otherwise, you shall be responsible for the ongoing compliance of the Documentation which we provide to you after we have provided it. If you require your Documentation to be updated to reflect future changes in law other than the GDPR that will need to be agreed between us and does not automatically fall within the scope of the Document Tailoring Services.
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    VAT

    The fee payable for the Documentation and/or Document Tailoring Services shall be exclusive of VAT unless either: (i) the fee we have advertised you for the Documentation was expressed to be inclusive of VAT; or (ii) we are not registered for VAT, in which case no VAT shall be payable on the fee.


    SEVERANCE

    If any provision or part-provision of this licence agreement becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the terms of this licence agreement.

     


    ASSIGNMENT

    Neither party may assign or otherwise transfer any of their rights under this licence agreement.


    ENTIRE AGREEMENT

    This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement. Nothing in this clause shall limit or exclude any liability for fraud.


    THIRD PARTY RIGHTS

    Except as provided in clause 14(2) (Third Party Rights) of this licence agreement, no third party shall have any right to enforce any rights arising under this licence agreement.

    Any GPDR specialist we use to provide the Documentation or the Document Tailoring Services shall have the right to enforce any of our rights under this licence agreement.

     

    GOVERNING LAW AND JURISDICTION

    This licence agreement and its subject matter and formation shall be governed by the laws of Ireland.
    The courts of the Republic of Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.