iMedical

Legal.

THE NOT-SO-SMALL PRINT.

Introduction

Positive Health GP Limited (trading as iMedical) ("iMedical", “we” "us" or "our") is committed to protecting your privacy. This privacy statement (the “Privacy Statement”) explains what information about you we collect, why we collect it, how we use it and your legal rights.

Unless indicated otherwise, our Privacy Statement applies to all our website, domains, products, applications and services (the “Services”), regardless of how you access or use them, including through mobile devices. We will use your information for the purposes described in this Privacy Statement or as otherwise stated when we ask you for information. Please read this Privacy Statement before using our Services or providing any information to us.

In circumstances where we decide how and why information is collected and processed, we are the controller of your information. We will process such information in accordance with this Privacy Statement and applicable data protection laws.

Where we act as your processor, we process your information on your behalf and in compliance with your lawful instructions, in accordance with applicable data protection laws. Generally speaking, this Privacy Statement does not apply to such processing.

Collection and use

Information we collect

We collect your information in accordance with this Privacy Statement and applicable data protection laws. While providing the Services, we may collect the following information:

Registration - you provide us with information about you in the context of your engagement with us and your use of our Services.
Website enquiries – you provide us with information such as your name, title, company address, areas of interest, email address, and telephone and fax numbers, when you visit or use our website and enquire for further information.
Marketing events -you provide us with your information such as your name, place of work and contact details, when you sign up to or attend our events or otherwise engage with our business.
Support- you provide us with information by sending us emails via our contact form on our website. These messages will usually contain your email name and email address, as well as any additional information you may wish to include in the message.
Recruitment– you provide us with certain information when you send us your CV and we can consider you for roles at iMedical.
Devices – we may automatically collect certain information from your browser or device when you use certain Services or read a message from us.
From third parties– we receive information from other third parties, which may include information about you. For example, we may receive information from regulatory authorities and public bodies.

Our legal bases for processing

Where we act as a controller, we rely on several legal bases to collect, use, share and otherwise process the information we have about you for the purposes set out in this Privacy Statement. We may process your information:

as necessary to provide our Services.
further to your consent where you have given it (which you may revoke at any time).
if necessary to comply with a legal obligation, a court order or to exercise and defend legal claims.
where necessary for the purpose of our or others’ legitimate interests.

Exceptionally, in infrequent and highly specific situations, we may also process your information:

to protect your vital interests, or those of others.
where necessary in the public interest.

Legitimate interests

In certain cases, we use your information to pursue our and others’ legitimate interests, which include:

Services improvement: we use your information as necessary to pursue our legitimate interests in providing, developing and improving the Services.
Marketing: we use your information as necessary in accordance with our legitimate interests of marketing our Services to you.
Safety and security of our Services: we rely on both our and your legitimate interests to monitor the safety and security of IT systems and ensuring network and information security.

How we use your information

We use the information we have to help us operate, provide, improve, understand, customise, support, and market our Services. We may use the information we have about you in the following ways and for the following purposes:

Providing the Services.
Maintaining and using relevant IT systems.
Quality and risk management reviews.
Communicating with you.
Analysing request and usage patterns.
With your permission, to contact you with information about our business, services and events, and other information which may be of interest to you. You may unsubscribe from our mailing list at any time by emailing us at privacy@imedical.ie or clicking on the 'Unsubscribe' link in our messages; and
Legal obligations, such as to comply with any requirement of law, regulation, or a professional body of which we are a member.

We may also process, retain and share your information if we believe in good faith that it is reasonably necessary to protect the safety of any person, to address fraud, security or technical issues, to protect our rights or property, and/or to investigate or assist in preventing any violation or potential violation of the law or this Privacy Statement.

We do not collect or compile information for dissemination or sale to outside parties for consumer marketing purposes, or host mailings on behalf of third parties.

Sharing information

Where we act as a controller, information which has been submitted to iMedical can be legitimately disclosed to other members of the Positive Health GP Limited group of companies. Your information will also be transferred to third party service providers who process information on behalf of iMedical, such as providers of information technology, website hosting and management, data analysis, data back-up, security and storage services.

Your information is not shared with any Positive Health GP Limited group of companies, or shared with any third party, for any secondary or unrelated purposes, unless otherwise disclosed to you. If there is an instance where such information is sought to be shared, we will notify you in advance.

International transfers

Your information may be transferred outside the country where you are located in connection with the provision of the Services. This includes countries outside the European Economic Area (EEA) and countries that do not have laws that provide equivalent protection for your information.

We have taken steps to ensure all information is provided with adequate protection and that all transfers of information outside the EEA are lawful. We will only transfer information outside of the EEA to a recipient who (i) is located in a country determined by the European Commission as providing an adequate level of protection for information; (ii) is subject to an agreement, derogation or other legal act which allows for the lawful transfer of information outside the EEA, such as the European Commission standard contractual clauses or the EU-US Privacy Shield.

Security

We take appropriate measures to protect your information while it is in our care. We have implemented appropriate technical and organisational security measures to protect your information from unauthorised or unlawful disclosure, loss, misuse, alteration, destruction damage to such information.

Data retention

We retain your information only for as long as necessary in the context of the relevant purposes described in this Privacy Statement, such as to provide you with the Services. We are also required to retain your information to comply with our legal and regulatory obligations, to resolve disputes, and to enforce our Terms & Conditions for Services.

Your rights

Individuals have the following rights over their information and controllers are responsible for fulfilling these rights. We have provided information below about the rights that individuals have and how to exercise them.

Access to information

We like to keep your information accurate and up to date. If you would like to access or update your information, or you would like details of the information which you have submitted to us, please do so via the contact page or please email us at privacy@imedical.ie.

If we are informed that any information we hold is no longer accurate, we will make appropriate corrections based on the updated information provided.

Restriction, Rectification and Deletion

You can request that we restrict, rectify or limit our processing of your information by contacting us via the contact page or please email us at privacy@imedical.ie. You can also request that we delete your information.

Objection

If we process your information based on our legitimate interests, or in the public interest, you can object to this processing in certain circumstances. In such cases, we will cease processing your information unless we have compelling legitimate grounds to continue processing or where it is needed for legal reasons.

If you no longer want to receive our marketing emails, you can always opt-out by emailing us at privacy@imedical.ie or by clicking on the unsubscribe link in the relevant email which you have received.

Withdrawal of consent

Where we have asked for your consent to process your information, and you want to withdraw that consent, you can do so at any time. To withdraw consent to our processing of your information please email us at privacy@imedical.ie.

In certain cases, we may continue to process your information after you have withdrawn consent if we have a legal basis to do so or if your withdrawal of consent was limited to certain processing activities.

Complaints

We hope that you will never need to, but if you do wish to complain about our use of your information, please send an email with the details of your complaint to privacy@imedical.ie.

You also have the right to lodge a complaint with the Data Protection Commission (“DPC”), the Irish data protection regulator. For further information on your rights and how to complain to the DPC, please refer to the DPC website (www.dataprotection.ie) or contact the DPC using the following details:

Office of the Data Protection Commission

Canal House Station Road Portarlington Co. Laois R32 AP23 Ireland Email: info@dataprotection.ie

COOKIES

Cookies are small pieces of information, stored in simple text files, placed on your computer by a website. Some cookies can be read by the website on your subsequent visits. The information stored in a cookie may relate to your browsing habits on the webpage, or a unique identification number so that the website can remember you on your return visit. Other cookies are deleted when you close your browser and only relate to the working of the website. Generally speaking, cookies do not contain personal information from which you can be identified, unless you have furnished such information to the website.

Most browsers allow you to turn off cookies or to customise your settings for cookies. To find out how to do this, see the ‘Help’ menu on your browser. Please note that if you turn off cookies or change your settings, some features may not work correctly.

LINKS

The iMedical website contains links to other sites. We are not responsible for the privacy standards of other websites. We encourage you to be aware of this when you leave our site. This privacy statement relates only to the privacy practices in connection with our website and any sub-sites.

Notification of Changes to this Statement

iMedical reserves the right to amend this statement at any future date and will post any substantive changes here.

Contact

Should you have any concerns about your privacy or any issues covered in this statement, then please email privacy@imedical.ie

All of the material published on this site is copyright of POSITIVEHEALTH.

No material on this site may be reproduced, modified, resold, republished or retransmitted in any form without express written permission from POSITIVEHEALTH.

The purpose of our website is to provide information about iMedical.

If and when material from this site is referred to in any media, we require that full acknowledgement be given to POSITIVEHEALTH and iMedical.

While POSITIVEHEALTH has taken all reasonable care to ensure the accuracy of the information presented on this website it does not make any warranties regarding the accuracy or completeness of the information within or accessible through the site. The user of this website understands that neither POSITIVEHEALTH nor any third parties who may provide information to POSITIVEHEALTH for dissemination purposes accept any responsibility or liability of any nature wheresoever arising from either the content of or the use by any party of the site or of any information contained or accessible therein.

The material contained on this website is for general information purposes only and does not constitute professional advice. Specific professional advice should be sought on any particular matter. No liability whatsoever is accepted by POSITIVEHEALTH for any action taken in reliance on the information on this site.

No links to this website may be included in any other website without our express advance written authorisation.

POSITIVEHEALTH is not responsible for the content of external Internet sites which link to this site or which are linked to from it.

Please note that POSITIVEHEALTH uses email header metadata for business analysis information.

POSITIVEHEALTH reserves the right at any time to revise, amend, alter or delete the information provided on this website. Any and all information is subject to change without notice.

Notification of changes to these Website Terms & Conditions

POSITIVEHEALTH reserves the right to amend this statement at any future date and will post any substantive changes here.

Contact

Should you have any queries regarding these Website Terms & Conditions then please email legal@phgp.ie

Positive Health GP Limited, a company registered in Ireland with company registration number 572989 having its registered office at Myra, Church Street, Strokestown, Co. Roscommon, trading as Positive Health (“the Supplier”) is the provider of a variety of services including Digital Content and Professional Services, which the Supplier, in its sole discretion, chooses to provide from time to time (“the Services”).

The customer (as more fully identified during the registration process and/or the invoice) (“the Customer”) wishes to purchase the Services that the Supplier is willing to supply strictly subject to the Terms and Conditions set forth below.

Herein and after each referred to as a “Party” and collectively as “Parties”

INTERPRETATION
In these Terms and Conditions, unless the context otherwise requires:
1. words importing any gender include every gender;
2. words importing the singular number include the plural number and vice versa;
3. words importing persons include firms, companies and corporations and vice versa;
4. references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;
5. reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
6. any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
7. the headings to the clauses, schedules and paragraphs of this Agreement are not to affect the interpretation;
8. any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;
9. where the word ‘including’ is used in this Agreement, it shall be understood as meaning ‘including without limitation’;
10. a reference to a party includes its successors or permitted assigns;
11. a reference to writing or written includes faxes and emails.

DEFINITIONS
In these Terms and Conditions, the following words and expressions shall have the following meanings:

“Agreement” comprises some or all of:
1. these Terms and Conditions;
2. Schedule 1 and Schedule 2 to these Terms and Conditions and;
3. any other addenda or additional documents agreed by the parties in writing from time to time, to be part of the agreement between them.
In the event of conflict between the provisions of the above documents, the order of precedence shall be as expressed above, unless expressly agreed to the contrary.

“Authorised Users” shall mean the Customer’s current personnel who are permitted to access the Digital Content in accordance with the provisions of this Agreement or as otherwise notified to the Customer by the Supplier.

“Commencement Date” shall mean the date at which the Customer is permitted to access the Services pursuant to the relevant Subscription.

“Confidential Information” shall mean information in any form (whether oral, written, graphic, electronic, computerised or otherwise) which is disclosed by or on behalf of the Disclosing Party to the Recipient on or after the date of this Agreement which is conspicuously marked 'confidential' (or similar) at the time of its disclosure, or is disclosed on a confidential basis, or which in the reasonable appreciation of the Recipient by reference to the Disclosing Party’s’ operations, inventions, systems, processes, methodologies, plans, know-how, trade secrets, commercial or financial affairs or other business, is deemed confidential.

“Data Controller” means the organisation responsible for determining the purposes for which Personal Data (as defined in applicable data protection legislation) is processed.

“Data Processor” means in relation to Personal Data, any person (other than an employee of the Data Controller) who processes data on behalf of a Data Controller).

“Digital Content” shall include but not be limited to online information and documentation made available to the Customer via the Website.

“Disclosing Party” shall mean the Party to this Agreement that discloses Confidential Information directly or indirectly to the other Party.

"Force Majeure” shall mean any cause affecting the performance by a party of its obligations arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control including (but without limiting the generality of such terms) government regulations, fire, flood or any disaster.

“Initial Subscription Period” shall mean the period of twelve (12) months commencing on the Commencement Data.

"IPR" shall mean intellectual property rights comprising all patents, copyright, trademarks, service marks, design rights, domain names, (whether registered or unregistered), trade secrets, rights in know-how, database rights, proprietary information rights and all other intellectual property rights as may exist anywhere in the world including: i) all registrations and pending registrations relating to any such rights and the benefit of any pending applications for any such registrations; and ii) all extensions and renewals of any such rights.

“Positive Health” and “iMedical” are brands and/or trademarks (whether registered or not) belonging to the Supplier and/or its group of companies and/or the Supplier’s licensors.

“Professional Services” shall mean professional services (provided by the Supplier onsite or by way of Skype, telephone, teleconference or similar) on a variety of areas of business management and practice (including agreed consultancy services and website design and development services) that are provided during office hours, between 9am and 5pm Monday to Friday excluding bank holidays; and which are provided subject to the Conditions and Restrictions on use in Schedule 2;

“Recipient” shall mean the Party to this Agreement that receives Confidential Information directly or indirectly from the other Party.

“Renewal Period” shall mean each subsequent period of twelve (12) months following expiry of the Initial Subscription Period.

“Subscription” shall mean the subscription to access the Services for the Subscription Period following payment of the Subscription Price.

“Subscription Period” shall mean the Initial Subscription Period and any Renewal Period.

“Subscription Price” shall mean the subscription price payable by the Customer to the Supplier to access the Services.

“Website” shall mean the website www.imedical.ie through which the Digital Content can be accessed.
SUBSCRIPTIONS
1. New Subscriptions: The Customer may access the Services for the Subscription Period subject to payment of the Subscription Price.
2. Renewal Subscriptions: The Initial Subscription Period shall continue automatically for successive Renewal Periods unless terminated by the Customer giving the Supplier written notice of its intention to terminate the Subscription no less than 45 (forty-five) days before each anniversary of the Commencement Date.
3. The Supplier will notify the Customer in writing, before each anniversary of the Commencement Date, of the Subscription Price payable for the forthcoming Renewal Period and any change to the licence terms and conditions applicable for such Renewal Period.
4. The Supplier shall have no right of termination of this Agreement for convenience.

SERVICES PAYMENT
1. In consideration of the Services to be provided by the Supplier to the Customer, the Customer shall pay the Subscription Price to the Supplier in accordance with the terms and conditions of this Agreement.
2. The Subscription Price payable shall be the total price specified at the time of purchase (depending on the subscription plan selected), less any discounts agreed in advance by the Supplier. All amounts stated are exclusive of VAT (Value Added Tax) at the rate in force at the date any payment is required from the Customer.
3. The Subscription Price payable for Renewal Periods following the first and any other subsequent anniversary of the Commencement Date shall be the Supplier’s renewal price as at that anniversary of the Commencement Date unless otherwise agreed by the Supplier in writing. The Subscription Price payable for each Renewal Period shall include any reasonable increase in price that the Supplier has in its sole discretion determined shall apply.
4. The Customer shall make payment of the applicable Subscription Price on the Commencement Date and on each subsequent anniversary of the Commencement Date for the next Renewal Period.
5. Where payment is not made in accordance with this clause 4 and where there is no genuine dispute between the Parties, the Supplier shall be entitled to charge interest accruing daily on the outstanding amount at the rate of 3% per annum above the Bank of Ireland base rate for the time being in force, from the due date until the outstanding amount is paid in full. The Supplier reserves the right to deny access to the Services until payment is received in full.
6. The Customer shall pay all amounts due under the Agreement in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
7. The Supplier reserves the right, in its absolute discretion to remove, insert, change or alter in whole or in part and at any time the contents of its Services (including Digital Content) available under any Subscription without prior notification to the Customer.

PROFESSIONAL SERVICES
1. Professional Services and Service Order - Subject to the terms and conditions of this Agreement, the Supplier will perform the Professional Services for the Customer. The specific details of the Professional Services to be performed will be determined on a per-project basis having regard to the Subscription purchased by the Customer, as may be amended in writing between the parties. The details for each project will be described in the Service Order. If there is a conflict between the terms of this Agreement and the terms of the Service Order, the terms of the Service Order shall take precedence. The Service Order may be revised at any time by agreement in writing between the parties.
2. Performance - The Supplier will perform the Professional Services in accordance with the Service Order and will use reasonable efforts to complete the Professional Services in accordance with the timetable specified in the Service Order.
3. Subcontractors - The Supplier may utilise independent contractors to perform all or part of the Professional Services. The Supplier will remain solely responsible for the performance of all of the Professional Services that are subcontracted.
4. Customer Responsibilities - The Customer will provide assistance, cooperation, information, equipment, data, a suitable work environment, and resources reasonably necessary to enable the Supplier to perform the Professional Services. The Customer acknowledges that the Supplier's ability to provide Professional Services as described in the Service Order may be affected if the Customer does not provide reasonable assistance as set forth above.

DIGITAL CONTENT GRANT OF LICENCE
1. The Customer is granted a personal, non-exclusive, non-transferable and time limited licence to access and use the Digital Content for the Customer’s core, primary, established and usual business activities.
2. The licence is granted strictly subject to the terms and conditions set out in Schedule 1 (as may be amended by the Supplier from time to time in its sole discretion) and otherwise subject to the terms and conditions of this Agreement will terminate automatically on the termination of this Agreement for any reason.
3. Access to the Digital Content shall be permitted strictly for the number of Authorised Users as specified in the Subscription, or as otherwise notified to the Customer by the Supplier. Unless otherwise stated, usage levels refer to the totality of different users who are required to access the Services in the Customer’s organisation.
4. Selected information packages include Digital Content as an integral part of the overall Services. The Customer will be provided with access to the Digital Content via the Website. Digital Content provided through any other digital delivery mechanism is supplied subject to the licence terms and/or in accordance with the provisions of this Agreement.
5. The Customer agrees to accept these terms prior to accessing and using Digital Content. Any such access and use of the Digital Content shall be treated as the Customer’s acceptance of the terms and conditions in this Agreement.
6. The Customer understands that for some Digital Content there are minimum system requirements which the Customer must meet prior to it being able to access or use the Digital Content in question and that the Customer will be responsible for ensuring that its systems are able to meet such requirements before purchasing the Services.
7. The Supplier will provide authentication details and the Customer shall issue passwords and other access information only to its Authorised Users and shall ensure that Authorised Users do not divulge their passwords or other access information to any third party.
8. The Customer shall ensure that in the event that an Authorised User leaves its employment, their password and other access information is immediately revoked.
9. The Customer shall remain at all times in control of its access information and it shall remain responsible for any unauthorised access or other irregularity in respect of its account including those of its users whether currently or previously Authorised Users.
10. The Customer shall keep full and up-to-date records of all of its Authorised Users and shall provide the Supplier with details of these upon request. The Customer shall safeguard the IPR, Confidential Information and any other proprietary rights of the Supplier or the Supplier’s licensors.
11. The Customer shall observe and use its best endeavours to ensure compliance with the Supplier's policies in relation to privacy and acceptable use as amended from time to time by Supplier.

WARRANTIES, INDEMNITY & LIMITATION OF LIABILITY
1. The Supplier expressly does not warrant that any result or objective whether stated in this Agreement or not shall be achieved, be achievable or be attained at all or by a given date or any other date. For the avoidance of doubt, time shall not be of the essence in this Agreement.
2. Except in the case of death or personal injury caused by the Supplier’s negligence, the Supplier’s liability under or in connection with the Services under this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever, shall not exceed the annual Subscription Price paid to the Supplier under this Agreement.
3. Subject to clause 7.2 the Supplier shall not be liable to the Customer whether in contract, tort, negligence, breach of statutory duty, misrepresentation or otherwise under or in connection with this Agreement for any : (i) loss of contracts, loss of profits, loss or reduction to goodwill, loss of opportunity, loss of revenue and/or anticipated savings, loss of business opportunity, destruction of data, punitive damages or losses suffered by any third parties irrespective of whether or not such loss is direct, indirect, special or consequential; (ii) indirect, consequential or special loss whether or not the Supplier was aware of circumstances giving rise to any such loss.
4. The Customer shall indemnify and hold harmless the Supplier from and against all Claims and Losses arising from loss, damage, liability, injury to the Supplier and/or its employees, contractors, consultants or other representatives and third parties (including patients and clients), infringement of third party intellectual property rights or third party losses by reason or arising out of the Customer or its Authorised Users access and use of the Services (including Digital Content) outside of that expressly permitted by this Agreement, or any information or other materials supplied by the Supplier to the Customer within or outside the scope of this Agreement. “Claims” shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise) and “Losses” shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.
5. Each of the Parties acknowledges that in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.
6. Nothing in this Agreement excludes liability for fraud or fraudulent misrepresentation.

INTELLECTUAL PROPERTY RIGHTS
1. The Customer acknowledges that all IPR in the Services are vested into and shall remain vested in the Supplier or its licensors at all times. The Customer warrants that it shall not engage in any unauthorised use, copying, renting or distribution or other act restricted by copyright in respect of the Services, or part thereof, in which copyright subsists under this Agreement.
2. The Customer warrants that it and all of its Authorised Users shall observe the obligations under this Agreement and ensure that its actions do not infringe the IPR of the Supplier (and any relevant third parties) in the Digital Content or otherwise breach the licence granted to it under this Agreement.
3. The Customer and its Authorised Users shall ensure that any infringement or suspected infringement of the Supplier’s IPR by third parties shall be notified to the Supplier immediately. The Customer warrants that it and its Authorised Users shall maintain observance of this Agreement and that any unauthorised use of the Digital Content and/or failure to comply with the terms and conditions specified in this Agreement by it or any of its Authorised Users shall be notified to the Supplier immediately and that the Customer shall ensure that such activity ceases immediately and any recurrence prevented.
4. The Customer shall not make any admission as to liability or compromise or agree to any settlement of any claim or alleged claim against the Supplier in relation to IPR infringement without the prior written consent of the Supplier.

TECHNICAL ASSISTANCE AND SUPPORT
1. The Supplier shall, throughout the duration of this Agreement, provide the Customer with reasonable technical advice and support necessary to access the Digital Content provided by the Supplier (the “Assistance”).
2. Although the Supplier will use its reasonable endeavours to provide the Assistance, no warranty or representation is made regarding the availability or scope of the Assistance.

CONFIDENTIALITY
1. The Recipient shall keep the Confidential Information of the Disclosing Party confidential and secret, whether disclosed to directly or indirectly received by the Recipient. The Recipient shall only use the Confidential Information of the Disclosing Party for the purpose of performing the Recipient’s obligations under this Agreement. The Recipient shall inform its officers, employees and agents of the Recipient’s obligations under the provisions of this clause 10, and ensure that the Recipient’s officers, employees and agents meet the obligations.
2. The obligations of clause 10.1 shall not apply to any information which: i) was known or was in the possession of the Recipient before it was provided to the Recipient by the Disclosing Party; ii) is, or becomes, publicly available through no fault of the Recipient; iii) is provided to the Recipient without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure; iv) was independently developed by the Recipient (or on its behalf) who had no direct access to, or use or knowledge of the Confidential Information supplied by the Disclosing Party; or v) is required to be disclosed by law, a court order of competent jurisdiction or any governmental or regulatory authority.
3. Neither Party shall disclose to any third party Confidential Information belonging to the other Party without prior written consent of the other Party (save that disclosure shall be permitted within the Supplier’s group of companies or to its professional advisers, agents and sub-contractors on a need to know basis).
4. This Clause 10 shall survive the termination of this Agreement for a period of 5 (five) years.

TERMINATION
1. Either Party may (without prejudice to its own rights) terminate this Agreement at any time forthwith by notice in writing to the other, if: i) a voluntary agreement is approved, or an administration order is made, or a receiver or administrative receiver is appointed over any of the other Party's assets or undertaking or a resolution or petition to wind up the other Party is passed or presented (other than for the purposes of amalgamation or reconstruction) or if any circumstances arise which entitle the court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order; or ii) the other Party defaults in due performance or observance of any of its obligations hereunder and (in the case of a remediable breach) fails to remedy the breach within thirty (30) days of receipt of a notice to do so.
2. The Customer may terminate this Agreement by giving the Supplier written notice of its intention to terminate the Subscription no less than forty-five (45) days before each anniversary of the Commencement Date. The notice shall take effect to terminate the Agreement on the next immediate anniversary of the Commencement Date.
3. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
4. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

DATA PROTECTION
1. Each party acknowledges that the Customer operates as a Data Controller and the Supplier as the Data Processor in respect of the Personal Data of the Authorised Users.
2. Each party shall at all times comply with applicable data protection legislation.
3. The Customer represents and warrants that it has obtained all necessary consents and permissions to enter into and perform its obligations under this Agreement. To the extent required by any applicable law, rule, regulation, or contract, the Customer shall obtain all necessary permissions from its Authorised Users or its own employees, agents, or contractors (as applicable) that will allow the Supplier, in performing its obligations under this Agreement, to store, transmit, use, and otherwise process any Personal Data delivered to the Supplier under this Agreement.
4. The Customer acknowledges and agrees that the Supplier processes Personal Data in accordance with its Privacy Policy.

GENERAL
1. Entire Agreement - This Agreement contains the whole agreement between the Parties in respect of the subject matter thereof and supersedes and replaces any prior written or oral agreements, representations or undertakings between them. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.
2. Variation - This Agreement shall be capable of being varied only by a written instrument signed by a duly authorised officer or other representatives of the Parties.
3. Severability - This Agreement is severable in that if any provision (or part provision) is determined to be illegal, void or unenforceable by any court of competent jurisdiction such provision (or part provision) shall be deemed severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and shall not in any way affect any other circumstances or the validity or enforcement of this Agreement.
4. Waiver - Unless otherwise agreed in writing, no failure or delay by the Supplier to exercise any right, power, privilege or remedy available to it hereunder, shall impair the same or operate as a waiver of it nor shall any single or partial exercise of any right, power, privilege or remedy preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
5. Third party rights - This Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
6. Partnership, Agency, Employment Relationship - This Agreement does not create or imply any relationship in the nature of partnership, agency, joint venture, fiduciary relationship, employment or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.
7. Force Majeure – The Supplier shall have no liability under this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond its reasonable control. The Supplier shall promptly notify the Customer in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If any such circumstances continue for a continuous period of more than six (6) months, either Party may terminate this Agreement by written notice to the other Party.
8. Assignment - Subject to the foregoing, the Customer may not assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all or its rights and obligations under this Agreement without the prior written consent of the Supplier. The Customer may however assign and transfer all of its business provided that the assignee undertakes in writing to the Supplier to be bound by the obligations of the assignor under this Agreement. The Supplier shall be permitted to sub-contract the provision of the Services or any part thereof without the prior written consent of the Customer.
9. Notices - Notice for the Supplier shall be sent by email to legal@phgp.ie. Written notice to the Customer shall be sent to the invoice address that is used for the Customer.
10. Governing law and jurisdiction - This Agreement shall be governed and construed in accordance with the laws of Ireland. The Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Ireland.
These terms and conditions only apply if you are dealing with us as a business and not as a consumer.

SCHEDULE 1

LICENCE CONDITIONS AND RESTRICTIONS ON USE FOR THE DIGITAL CONTENT

The Customer shall immediately inform the Supplier of any unauthorised access to the Digital Content of which the Customer becomes aware.
The Customer's use of the Digital Content carries no rights to IPR therein. For the avoidance of doubt all IPR in the Digital Content belongs to the Supplier and/or other specified copyright owners.
No commercial exploitation of the Digital Content is permitted beyond that stated in this Agreement and the Customer warrants that it shall not engage in any commercial exploitation of the Digital Content, unless expressly permitted by the Supplier, in writing.
The Digital Content is provided on an ‘as is’, ‘as available’ basis and the Customer understands that the Digital Content does not purport to be a substitute for professional advice in specific circumstances, professional judgement of Authorised Users or at all.
The Customer shall not remove or alter any copyright notices or any trademarks or other identifying marks of the Supplier (or those of any third parties having IPR in the Digital Content). The Customer shall not remove or alter any disclaimer or other notice as it appears on any part of the Digital Content. The Customer shall not introduce any virus or other harmful code, programme or file.
With the exception of the prescribed Templates, the downloading, storage and/or emailing of any content from/under the Digital Content portfolio is strictly prohibited unless approved by the Supplier, in writing.
The Customer may not use the Digital Content in any way that infringes the copyrights or proprietary interests therein.

Subject to the terms and conditions of this Agreement, the Supplier hereby expressly permits the Customer to reproduce and use the downloadable Templates only within the Digital Content.

SCHEDULE 2

CONDITIONS AND RESTRICTIONS ON USE FOR THE PROFESSIONAL SERVICES

The Customer shall be entitled to access the Professional Services where the Customer is permitted to do so under the terms of this Agreement.
Professional Services shall be provided in accordance with the agreed Service Order (the “Engagement”).
Professional Services are supplied on the understanding that neither the Supplier, nor the Supplier’s employees, contractors (including sub-contractors), representatives nor appointed agents are in business as a law firm, lawyer, legal consultant, accountant or tax consultant.
The Customer understands that the advice provided in connection with the Professional Services is given in good faith and is based upon the information supplied by the Customer or its Authorised Users during the Engagement. The Supplier, its employees, contractors (including sub-contractors), representatives and/or agents cannot be held liable for any loss suffered howsoever arising if inaccurate, incomplete or unclear information is given.
The Customer understands that the advice given in connection with the Engagement is specific to the subject matter raised during the Engagement in question and is not intended to be applied to other situations, unless otherwise advised by the Supplier in writing. If the Customer chooses to apply the advice received to other situations, the Customer agrees that such use shall be solely at its own risk and to the extent that it does so, the Supplier, its employees, contractors (including sub-contractors), representatives and/or agents shall not incur any liability whatsoever in respect of same. The Customer understands that the Supplier, its employees, contractors (including sub-contractors), representatives and/or agents accept no liability whatsoever, howsoever arising, where inaccurate, incomplete or unclear information is provided to the Supplier during the Engagement.
The Supplier reserve its right to decline to advise on complex matters where it is not feasible to do so in the circumstances. In such circumstances, the Supplier shall endeavour to provide an appropriate form of consultancy (which may be subject to additional fees) in order to assist the Customer; but the Supplier shall not be obliged to do so.