- Glossary of Terms
“Agreement” means the contract between LFBI and the Customer for the supply of Services in accordance with these terms and conditions.
“Applicable Laws” means in relation to any undertaking and any circumstance, all laws, regulations, codes, standards determined by any governmental or regulatory authority and generally applicable industry or self-regulatory standards whether the same are regional, national or international which apply to such undertaking or to such circumstance.
“Authorised Users” means the Customer who has paid for the Services and access to the Deliverables in accordance with this Agreement or the employees of the business Customer authorised to use the Services and access the Deliverables in accordance with this Agreement.
“Appendix” means the additional service scope details for business Customers.
“Confidential Information” means information in any form (including, without limitation, trade secrets, models, software, computer outputs, personal data relating to Customers or potential Customers) whether written or oral, of a business, financial or technical nature which is marked or otherwise indicated as being or is, or ought reasonably to be, known to be confidential and which is disclosed by one Party (the “Disclosing Party”) or any member of its Group to the other Party (the “Receiving Party”) or any member of its group.
”Customer Data” means any content, data, materials and information supplied to LFBI or entered into an LFBI system by an Authorised User.
”Deliverables” means learning classes conveyed by electronic means including any data, documents, text, video, audio or other content which supports the distribution of Services and/or Deliverables to the Customer. Including any content made available to the Customer by any person other than LFBI or the Customer (“Third Party Content”).
“Data Protection Act” means the GDPR and Data Protection Act 2018 on the protection of individuals with regard to the processing of Personal Data as may be amended, modified or replaced from time to time, and including all related codes of practice.
“Data Subject” means an individual who is the subject of Personal Data.
“Force Majeure Event” means any circumstances beyond a Party’s control, which shall, without limiting the generality of the term, be deemed to include war or other action of military forces, terrorism, riot, civil commotion, sabotage, vandalism provided that no circumstances or cause shall be considered to be beyond the control of a Party if it arises as a result of that Party’s failure to take reasonable care.
“Intellectual Property Rights” means all intellectual property rights in any part of the world and includes copyrights and neighbouring rights, patents, utility models, rights in inventions, registered and unregistered trade and service marks, rights in business and trade names and get-up, rights in passing off, rights in domain names, registered designs, unregistered rights in designs, semiconductor and topography rights, rights in performances, database rights, rights to protect Confidential Information and in each case all rights of a similar or corresponding character and all applications and rights to apply for the protection of any of the foregoing.
“Losses” means all losses, claims, liabilities, costs (including but not limited to legal costs), expenses and damages of any nature whatsoever and whether or not reasonably foreseeable or avoidable.
“Parties” means LFBI and the Customer collectively, each being a “Party.”
“Personal Data” means the personal data (as defined in the Data Protection Act) processed by the customer in providing the Deliverables.
“Process/Processing” shall have the same meaning as defined in the Data Protection Act.
“Privacy Policy” means at: Privacy Policy
“Services” means any services to be provided to the Customer by LFBI pursuant to this Agreement including in addition for business Customers as set out in the Appendix.
”Term” means a period of 3 months or any other period as agreed to provide the Services.
“Virus” means anything or any 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); steal or redirect data in bad faith or attempt to do the same; or adversely affect the Authorised User experience, including worms, malware, Trojan Horses, viruses and other similar things or devices.
- Use of the Services
- LFBI grants the Customer a non-exclusive, non-sub-licensable, non-transferrable right during the Term of the Agreement to:
- access and use the Services in accordance with the Agreement; and
- use the LFBI Deliverables solely to the extent required for the Customer permitted use of the Services.
- Customer may access and use the Services in accordance with the Agreement, and LFBI will provide such Services in accordance with the Agreement.
- LFBI shall use reasonable endeavours to maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.
- Customer and Customer Authorised Users will comply with all laws, rules, and regulations applicable to the Customer’s use of the Services.
- The rights provided by LFBI under the Agreement are granted to the Customer only.
- The rights provided by LFBI under the Agreement are granted for any business Customer shall not be considered granted to any subsidiary or holding company of the business Customer, unless agreed by LFBI in writing.
- LFBI grants the Customer a non-exclusive, non-sub-licensable, non-transferrable right during the Term of the Agreement to:
- LFBI Deliverables
- LFBI will use reasonable endeavours to ensure the accuracy of LFBI Deliverables.
- LFBI may update the LFBI Deliverables from time to time and without notice.
- LFBI reserves the right to suspend Authorised User access to LFBI Deliverables upon discovery of error or inaccuracy in the Deliverables. LFBI will use reasonable commercial endeavours to correct any error or inaccuracy within LFBI Deliverables and restore Authorised User access following such suspension.
- LFBI reserves the right to suspend or withdraw Authorised User access to LFBI Deliverables in the event that new legislation or regulations supersede any element of the Deliverables.
- Customer Data
- For the purposes of this clause 4, the terms “data controller”, “data processor”, “personal data”, and “processing” shall have the meanings given in the Data Protection Act 2018 (“DPA“). References to Customer personal data include the personal data of the Authorised Users.
- Customer shall own all rights, title and interest in and to all of Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Customer Data.
- In the event of any loss or damage to Customer Data, Customer sole and exclusive remedy shall be for LFBI to restore Customer Data which has been lost or damaged from the latest back-up of Customer Data maintained by LFBI. LFBI 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 LFBI to perform services related to maintenance and backup of Customer Data).
- LFBI shall, in providing the Services, comply with LFBI Privacy Policy relating to the privacy of Customer Data set out in LFBI Privacy Policy. At sole discretion of LFBI any changes to this policy will be notified to the Customer from time to time by LFBI.
- Where LFBI process any personal data on the Customer’s behalf when performing LFBI obligations under the Agreement the Parties record their intention that the Customer shall be the data controller and LFBI shall be a data processor and in any such case and:
- Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where Customer and the Authorised Users are located in order to carry out the Services and LFBI other obligations under the Agreement;
- Customer shall ensure they are entitled to transfer the relevant personal data to LFBI so that LFBI may lawfully use, process and transfer such personal data in accordance with the Agreement on behalf of the Customer;
- Customer 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 all applicable data protection legislation;
- LFBI shall process the personal data only in accordance with the terms of the Agreement, the DPA and any lawful instructions reasonably given by Customer from time to time; and
- Each Party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
- Card payments are not processed through LFBI website pages or controlled by LFBI. LFBI uses one or more online payment service providers who will encrypt the Customer’s card or bank account details in a secure environment.
- If the Customer asked LFBI to remember the Customer’s credit card details in readiness for the Customer’s next purchase or subscription, LFBI will securely store the Customer payment details. These details will be fully encrypted and only used to process Customer payments or transactions which the Customer has initiated.
- Customer Users
- In relation to the Authorised Users, the Customer undertakes that:
- Authorised Users shall register via LFBI website and be bound by this Agreement and policies set out on LFBI website including but not limited to the LFBI Privacy Policy which can be viewed at LFBI Privacy Policy;
- the maximum number of Authorised Users that a Customer can authorise to access and use each of the Services shall not exceed the number of Authorised Users the Customer has purchased for those Services from time to time;
- Customer will not allow any Authorised Users to be used by more than one individual Authorised User; and
- each Authorised User shall keep a strong and secure password for their use of the Services, which shall be kept confidential. The Customer 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 LFBI by email to [email protected].
- Customer is responsible for all activities that occur upon access to the Services, regardless of whether the activities are undertaken by Customer, Customer employees or a third party (including Customer contractors or agents) and, except to the extent caused by LFBI breach of the Agreement, LFBI are not responsible for unauthorised access to the Customer account. Customer will ensure that all Authorised Users comply with Customer obligations under the Agreement. If the Customer becomes aware of any violation of its Customer obligations under the Agreement by an Authorised User, the Customer will immediately terminate such Authorised User’s access to the Services.
- In relation to the Authorised Users, the Customer undertakes that:
- Customer Obligations
- Customer shall:
- not access, store, distribute or transmit any Viruses, or any material during the use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; or is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity, and LFBI reserve the right, without liability to Customer, to disable Customer access to any material that breaches the provisions of this clause;
- not access all or any part of the Services in order to build a product or service which competes with the Services or the Deliverables (or any part of them) or attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under the Agreement;
- provide LFBI with all necessary co-operation in relation to the Agreement and all necessary access to such information as LFBI may require in order to render the Services;
- obtain and shall maintain all necessary licences, consents, and permissions necessary that it is responsible for (including in respect of Customer Data), to enable LFBI to provide the Services for the Customer to use;
- ensure that Customer internet connectivity and systems comply with the relevant specifications provided by LFBI from time to time, including promptly complying with any reasonable requests from LFBI in connection with the same; and
- The parties agree that those provisions that by their nature are intended to survive the termination of this agreement shall survive the termination notwithstanding the cause of termination.
- Customer shall:
- Fees, Charges and Payment
- For any Customer all fees and charges shall be payable in Euros, are non-cancellable and non-refundable, and are priced inclusive of value added tax as set out on LFBI website.
- For any business Customers all fees and charges shall be payable in Euros, are non-cancellable and non-refundable, and are exclusive of value added tax, which shall be added to LFBI invoices at the appropriate rate.
- Payment will be due to immediately via the payment process on LFBI website unless payment terms are agreed in advance by both parties.
- Notwithstanding clause 7.3 above, any business Customer will pay LFBI undisputed invoices within 30 days after the date of such invoices.
- Any business Customers will pay LFBI the applicable fees and charges in accordance with the agreed Appendix for the Services without setoff or counterclaim, and without any deduction or withholding. If any deduction or withholding is required by law, the Customer will notify LFBI and will pay LFBI any additional amounts necessary to ensure that the net amount that LFBI receives after any deduction and withholding equals the amount LFBI would have received if no deduction or withholding had been required.
- For any business Customer Interest shall accrue on any overdue amounts at an annual rate equal to 1% over the then current base lending rate of Bank of Ireland at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
- LFBI may increase fees and charges for any existing Services after the expiry of the Term.
- When LFBI do not provide fixed charges for the Service, LFBI will agree a fee in advance setting out the scope and is agreed by both parties in writing.
- Payment may be made by credit card on LFBI website, by cheque, or by transfer to LFBI bank account.
- Bank charges by the receiving bank on payments to LFBI will be borne by LFBI. All other charges relating to payment in a currency other than Euro will be borne by the Customer.
- All fees and charges paid by the Customer to LFBI are non-refundable and cancellation and/or termination of this agreement by the Customer or LFBI at any time for any reason will not entitle the Customer to a refund of monies paid.
- All sums payable to LFBI under this Agreement will become due immediately upon termination of the agreement.
- The following rules apply to Customer cancellation of the Services as defined in the European Union (Consumer Information, Cancellation and Other Rights) Regulations 2013 (the “Regulations”). Provided the Regulations apply to the transaction concerned, then the following terms apply to this agreement:
- If the Customer has ordered the Services but LFBI has not yet given the Customer access to the Services, the Customer may cancel their order without giving a reason, at any time within 14 days from placing an order. The Customer will have no obligation and LFBI will return any money due to the Customer.
- As long as the Customer Authorised User account(s) has not been activated the Customer can cancel the Services without giving a reason, at any time within 14 days of their order.
- Should the Customer wish to request a cancellation, the Customer will be required to email LFBI at: [email protected]
- In any of the above circumstances, if LFBI owes the Customer money LFBI will return any money due to the Customer within 14 days.
- Free Services (if any) are not covered by the Regulations.
- Suspension
- LFBI may suspend the Customer or any Authorised User’s right to access or use all or any part of the Services and Deliverables immediately upon notice to the Customer if LFBI determine that:
- Customer is, or any Authorised User is, in breach of the Agreement, including but not limited to, if the Customer is late in making any payments hereunder by more than 10 days following notification from LBFI of any such overdue payments; or
- Customer or an Authorised User’s use of the Services:
- breaches LFBI Privacy Policy; or
- creates a security risk to the Services or any third party; or
- may adversely impact the Services or the systems or Deliverables of any other LFBI customers.
- If LFBI suspends the Customer’s right to use or access all or part of the Services, the Customer remains responsible for any applicable fees and/or charges for the Services.
- In the event of a suspension of Services, LFBI will recommence the provision of Services to the Customer or any Authorised User within 10 days following the remedy of all breaches of the Agreement.
- LFBI may suspend the Customer or any Authorised User’s right to access or use all or any part of the Services and Deliverables immediately upon notice to the Customer if LFBI determine that:
- Term and Termination
- Unless terminated earlier pursuant to clause 9.2 this Agreement will terminate automatically and immediately on the end date of the Term.
- Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate the Agreement without liability to the other if:
- Either Party shall be entitled to terminate this Agreement immediately upon giving notice in writing to the other Party if:
- the other Party commits a material breach of any of the terms of this Agreement and, where such a breach is capable of remedy, fails to remedy the same within 20 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or
- the other Party has any step, application, order, proceeding or appointment taken or made by or in respect of it for distress, execution, composition or arrangement with creditors, winding-up, dissolution, administration, receivership (administrative or otherwise) or bankruptcy, or if it is unable to pay its debts or ceases to carry on business as a going concern.
- Either Party shall be entitled to terminate this Agreement immediately upon giving notice in writing to the other Party if:
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On termination of the Agreement for any reason:
- all fees and charges that are payable by Customer under the Agreement shall become due for payment immediately;
- all rights granted to Customer under the Agreement shall immediately terminate;
- Customer will immediately return or (at LFBI’s request) destroy all LFBI Deliverables in the Customer’s possession; and
- The accrued rights of the Parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, including without limitation clauses 1 (Glossary of Terms), 4 (Customer Data), 5 (Customer Users), 7 (Fees, Charges and Payment), 9 (Term and Termination), 10 (Intellectual Property Rights), 11 (Indemnities), 12 (Limitation of Liability), 13 (Confidentiality) and 15 (General) shall not be affected or prejudiced.
- Intellectual Property Rights
- The Customer agrees and acknowledges that all right, title and interest in the LFBI Intellectual Property is owned by or licensed to and shall remain vested in or licensed to LFBI, that all use of the same shall enure to the benefit of LFBI and that nothing contained in or undertaken pursuant to this Agreement shall give the Customer any right, title or interest in or to the same.
- The Customer owns all rights, title, and interest in the Customer Data. LFBI shall obtain no rights from Customer or Customer licensors to Customer Data. Customer hereby consent to LFBI and LFBI sub-contractors using Customer Data to provide the Services. LFBI may disclose Customer Data and any confidential information the Customer provided to LFBI with to the extent required to comply with any request of a governmental or regulatory body (including without limitation, any court orders).
- The Customer acknowledges and agrees that LFBI and/or LFBI licensors own all Intellectual Property Rights in the Services and/or Deliverables. The Customer shall not use any Intellectual Property Rights in LFBI trademarks or brands for any purpose without LFBI’s prior written consent and then only if used in accordance with LFBI’s instructions as provided from time to time.
- LFBI confirms that LFBI have all the rights in relation to the Services and Deliverables that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Agreement.
- The Customer shall not, except as may be permitted by any applicable law which is incapable of exclusion by agreement between the Parties, and except to the extent expressly permitted under the Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the LFBI Services and/or Deliverables, or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the LFBI Services and/or Deliverables.
- The Customer undertakes that the performance of Customer obligations under the Agreement and LFBI’s use of any Customer Data will not infringe any Intellectual Property Rights of any third party.
- Indemnities
- Subject to clause 12, below and notwithstanding clause 11.2, the Customer will indemnify and keep indemnified LFBI on written demand against any Losses arising out of or in connection with any breach by the Customer of this Agreement including without limitation any liability arising from, in connection with or in relation to any action, proceeding, claim or demand suffered by or brought against LFBI or the Customer arising from or relating to any such breach.
- The Customer will indemnify and keep indemnified LFBI on written demand against any Losses and any other liability arising from, in connection with or in relation to any action, proceeding, claim or demand suffered by or brought against LFBI or the Customer relating to any Intellectual Property Rights claim.
- The Party which is not the indemnifying Party must promptly give written notice to the indemnifying Party as soon as it becomes aware of any matter which might give rise to a claim, shall not admit liability in respect of any claim, and must promptly respond to all reasonable requests for assistance in relation to the relevant claim from the indemnifying Party. Without prejudice to the obligations of the indemnifying Party under the relevant indemnity, it is agreed that all reasonable legal costs relating to any such assistance shall be borne by the indemnifying Party.
- Where the indemnifying Party is the Customer, it must not settle nor compromise in fact nor respond or purport to respond at all on behalf of any indemnified entity in relation to any claim without LFBI’s prior written approval which shall not be unreasonably withheld or delayed. For the avoidance of doubt, a blanket written approval may be provided by LFBI in relation to any response or responses necessary for the proper conduct of proceedings.
- Limitation of Liability
- This clause 12 sets out LFBI’s entire financial liability (including any liability for the acts or omissions of LFBI’s employees, agents, sub-contractors and licensors) to Customer in respect of:
- any breach of the Agreement howsoever arising;
- any use made by Customer of the Services or any part of them; and
- any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
- LFBI warrants that LFBI will perform the Services in accordance with the Agreement and, as applicable, Appendix 1, with all reasonable skill and care.
- LFBI does not warrant that the Services will be uninterrupted or error free or fit for any particular purpose.
- Any typographical, clerical or other error or omission in any Services, sales literature, price list, Appendix 1 or invoice issued by LFBI will be subject to correction without liability on LFBI part.
- LFBI is 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, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
- All warranties, conditions and other terms, express (other than those set out in the Agreement) or implied, by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
- Subject always to clause 12.9, LFBI shall not be liable to the Customer, for loss of profits, loss of sales or turnover, loss of or damage to reputation, loss of goodwill or business opportunities, loss of business or contracts or any special, consequential or indirect loss or damage, costs, expenses or other claims for consequential compensation, whatsoever (howsoever caused including as a result of negligence) which arise out of or in connection with this Agreement or the supply of the Service and/or Deliverables.
- Subject always to clause 12.9 and notwithstanding clauses 12.1 and 12.7, to the extent permitted by law LFBI’s aggregate liability to the Customer arising out of or in connection with this Agreement is limited to the amount the Customer has paid LFBI under the Agreement giving rise to a claim during the preceding 12 months.
- Nothing in the Agreement excludes or limits:
- either Party’s liability to the other Party for any death or personal injury resulting from the first Party’s negligence or for any fraudulent acts or omissions or fraudulent misrepresentation by that Party or its agents, officers, directors or employees;
- any liability which cannot be otherwise excluded or limited by law.
- This clause 12 sets out LFBI’s entire financial liability (including any liability for the acts or omissions of LFBI’s employees, agents, sub-contractors and licensors) to Customer in respect of:
- Confidentiality
- Each Party shall treat all Confidential Information as confidential. Each Party must:
- not disclose any Confidential Information to any person other than any of its directors, employees, agents or contractors who need to know the Confidential Information in order to discharge their duties; and
- not use any Confidential Information other than as is necessary to exercise its rights or fulfil its obligations under this Agreement; and
- procure that any person to whom any Confidential Information is disclosed by it complies with the restrictions contained in this clause 13 as if such person were a Party to this Agreement.
- Notwithstanding the other provisions of this clause 13, either Party may disclose any Confidential Information:
- if and to the extent required by law or for the purpose of any judicial proceedings, provided always that the disclosing Party gives as much notice as possible to the other Party prior to such disclosure; or
- To its professional advisors, auditors and bankers; or
- If and to the extent the other Party has given prior written consent to the disclosure.
- Subject to Customer prior written consent, which will not be withheld unreasonably, LFBI may refer to the Customer in LFBI’s marketing materials and on LFBI websites as being a Customer, and the Customer grants LFBI a non-exclusive licence to use Customer’s name and/or trademarks solely to the extent reasonably necessary for such purposes.
- Each Party shall treat all Confidential Information as confidential. Each Party must:
- Force Majeure
- The Party claiming the Force Majeure Event (the “Claiming Party”) will not be in breach of this Agreement or otherwise liable to the other Party (the “Non-claiming Party”) for any delay in performance or any non-performance of any obligation under this Agreement if and to the extent that the delay or non-performance is owing to a Force Majeure Event. This clause only applies if:
- the Claiming Party could not have avoided the effect of the Force Majeure Event by taking precautions that, having regard to all matters known to it before the occurrence of the Force Majeure Event, it ought reasonably to have taken but did not take; and
- the Claiming Party has used reasonable endeavours to mitigate the effect of the Force Majeure Event and to carry out its obligations under this Agreement in any other way that is reasonably practicable.
- The Claiming Party must promptly notify the Non-claiming Party of the nature and extent of the circumstances giving rise to the Force Majeure Event.
- The Party claiming the Force Majeure Event (the “Claiming Party”) will not be in breach of this Agreement or otherwise liable to the other Party (the “Non-claiming Party”) for any delay in performance or any non-performance of any obligation under this Agreement if and to the extent that the delay or non-performance is owing to a Force Majeure Event. This clause only applies if:
- General
- This Agreement constitutes the entire understanding between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements, negotiations and discussions between the parties relating to it.
- Except in the case of fraud, neither Party will have any right of action against the other Party arising out of or in connection with any draft, agreement, undertaking, representation, warranty, promise, assurance or arrangement of any nature, whether or not in writing, relating to the subject matter of this Agreement made or given by any person at any time before the date of this Agreement except to the extent that it is repeated in this Agreement.
- Each Party acknowledges that it has not been induced to enter into this Agreement by any representation made by or on behalf of the other Party that is not repeated in this Agreement.
- Save as expressly provided in this Agreement, no amendment or variation of this Agreement shall be effective unless in writing and signed by a duly authorised representative of each of the Parties.
- Neither Party may assign, delegate, transfer, charge or otherwise dispose of all or any of its rights and responsibilities under this Agreement without the prior written consent of the other Party.
- The failure of a Party to exercise or enforce any right under this Agreement shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter
- If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part it shall (to the extent that it is invalid or unenforceable) be deemed to be severable and the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected.
- No person who is not a Party to the Agreement shall have any right to enjoy the benefit or enforce any of the terms of the Agreement.
- The parties acknowledge and agree that this Agreement shall not establish or constitute any relationship of partnership, joint venture, franchise or between the Parties except as otherwise expressly provided or agreed and neither Party shall have the power to bind the other without the other’s prior written consent.
- Any formal notice required or permitted to be given pursuant to this Agreement shall be in writing or by e-mail and shall be delivered or transmitted to the intended recipient’s address as specified by the Parties or such other address as either Party may notify to the other from time to time in accordance with this clause 15.10. Any such notice or formal communication shall be treated as having been served on delivery if delivered by hand, 4 days after posting if sent by pre-paid first class post, or if sent by facsimile or by e-mail the next business day following transmission of the facsimile or e-mail.
- For the avoidance of doubt, the Customer acts in all of its contracts with third parties as a principal at law.
- This Agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument.
- References to any person (which for the purposes of this Agreement shall include natural persons, bodies corporate, unincorporated associations, partnerships, governments, governmental agencies and departments, statutory bodies or other entities, in each case whether or not having a separate legal personality) shall include the person’s successors.
- References to statutory provisions include those statutory provisions as amended or re-enacted.
- Clause, schedule and paragraph headings shall not affect the interpretation of the Agreement.
- A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
- Words in the singular shall include the plural and vice versa, and a reference to one gender shall include a reference to the other genders.
- Any phrase introduced by the words “including”, “includes”, “in particular” or “for example” or similar shall be construed as illustrative and shall not limit the generality of the related general words.
- In the event of any inconsistency between the agreement and the Appendix , Services or any schedules to the Agreement then the Agreement shall prevail except where amended by specific reference and agreement between LFBI and the Customer in writing.
- Any dispute arising out of or in connection with this Agreement shall be determined by:
- If Customer is not happy with the Services or have any complaint then the Customer must inform LFBI by email: [email protected].
- If a dispute is not settled both Parties agree to attempt to resolve it by engaging in good faith in a process of mediation or arbitration.
- LFBI can propose an ADR Provider or consider a Customer proposal. The regulations are available at: http://ec.europa.eu/consumers/odr/
- Nothing in this Agreement shall limit either Party’s right to bring court proceedings against the other Party at any time.
- The Agreement shall be governed by Irish Law. The Parties agree to submit to the exclusive jurisdiction of the Irish Courts.
This Agreement is made between Little Fish Big Impact Limited (company number: 592616) whose registered office is at Coliemore House, Coliemore Road, Dalkey Dublin A96A8D5 (“LFBI“) and purchaser of the Services (“Customer”).
LFBI and the Customer both agree that the purpose and the intention of this Agreement is to set out the provision and use of the Services.