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Terms and conditions of use

BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR USE OF WWW.INVOTECHMANAGER.COM ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.

 

The parties agree as follows:

 

1. DEFINITIONS, INTERPRETATION AND BACKROUND

1.1. Definitions. 

In this Agreement, the following expressions have the following meanings:

“the Supplier” means Invotech Limited incorporated and registered in Ireland with company number 298994 whose registered office is at Invotech, Unit 2 Blackglen Village Centre, Sandyford, Dublin 18

“the Customer” means you or any other person or entity using the Software

"Fee" means the licence fee payable under Clause 4.1.

"Intellectual Property Rights" means all patents, copyrights, design rights, trade marks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.

"Licence" means this licence agreement, including its recitals and schedules.

“the Service” means the licence, by the Supplier, to you, to use the Software through the Site

“the Site” means any of the following www.invotechmanager.com, www.manager.ie, www.invotechmanager.co.uk, www.invotech.ie

"Software" means the computer programs used on the above names Site and any New Version which is acquired by the Customer under the terms of this Agreement.

“Term” means 1 month from the date hereof and thereafter from month to month until terminated in accordance with the provisions of Clause 14 herein.

 

1.2. Interpretation. 

In this Agreement:

1.2.1 Unless the context otherwise requires, reference to a recital, article, paragraph, provision, clause or schedule is to a recital, article, paragraph, provision, clause or schedule of or to this Agreement.

1.2.2 The headings in this Agreement are inserted for convenience only and do not affect its construction.

1.2.3 The expressions "include", "includes", "including", "in particular" and similar expressions shall be construed without limitation.

 

1.3 Background

The Supplier is the owner of the Software and is prepared to license and maintain their use to the Customer, on the terms and conditions set out below.

 

1.4 GENERAL

1.4.1 By using the Site, and the Service, you (as the Customer) agree to be bound by all of the Terms and conditions herein. If you do not agree to all the Terms and Conditions, then you should immediately cease all usage of the Site and/or the Service. The Supplier reserves the right, at any time, to modify, alter, or update the Terms and Conditions without prior notice. Modifications shall become effective immediately upon being posted at the Site. You are advised to periodically check these terms and conditions for any revisions and/or amendments to the Terms and Conditions. Your continued use of the Site and/or the Service after amendments are posted constitutes an acknowledgement and acceptance of the Terms and Conditions (including any modifications or amendments thereto). Except as provided in this paragraph, the Terms and Conditions may not be amended.

1.4.2 You must be over the age of eighteen years to use this Site and/or the Service and by entering into a contract with the Supplier for the provision of the Service, you are warranting that you are over the age of eighteen years.

1.4.3 Both you and the Supplier agree that you are entering into this contract in good faith

1.5 Description of Service

1.5.1 The Supplier is providing to you the Service. It is strictly a matter for you to provide

(i) all equipment necessary for your own Internet connection, including computer and modem, and

(ii) your own access to the Internet, and

(iii) payment of any fees arising from such connection.

 

1.6 Disclaimer of Warranties

1.6.1 The Site and the Service are provided by the Supplier on an “as is” and on an “as available” basis. To the fullest extent permitted by applicable law, the Supplier makes no representations or warranties of any kind, express or implied, regarding the use or the results of the Service in terms of its correctness, accuracy, reliability, or otherwise.

1.6.2 The Supplier shall have no liability for any interruptions in the use of the Service. The Supplier disclaims all warranties with regard to the information provided, including the implied warranties of merchantability and fitness for a particular purpose, and non-infringement. The Supplier does not warrant that the Service will operate error-free or that the Service and its server are free of computer viruses and other harmful elements. If as a result of your use of the Site or the Service, there is a need for servicing or replacing equipment or data, the Company assumes no responsibility whatsoever for those costs.

1.7 Limitation of Liability

1.7.1 The Supplier shall not be liable for any damages whatsoever, and in particular the Supplier shall not be liable for any special, indirect, consequential, or incidental damages, or damages for lost profits, business interruption, loss of revenue, or loss of use, arising out of or related to this Site or the Service, whether such damages arise in contract, negligence, tort, under statute, in equity, at law, or otherwise, even if the Supplier has been advised of the possibility of such damages.

1.7.2 The Supplier cannot, at any time, accept responsibility for any losses, injuries, inconvenience or expenses caused due to Force Majeure including but not limited to government action or restraint, war, riot, civil strife, industrial dispute, strikes, terrorist activity, natural or nuclear disaster, fire, flood, delays, weather conditions or the threat of any of these or any other event beyond its control.

1.8 Indemnification

1.8.1 You agree to indemnify and hold the Supplier, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable legal fees and costs, made by any third party due to or arising out of your use of the Site or the Service, the violation of these Terms and Conditions, or the infringement by you, or any other user of the Site or the Software using the your computer of any intellectual property rights of any third party.

1.9 Modifications and Interruption to Service

1.9.1 The Supplier reserves the right to modify or discontinue the Service with or without notice to you. The Supplier shall not be liable to you should the Supplier exercise its right to modify or discontinue the Service. You acknowledge and accept that the Supplier does not guarantee continuous, uninterrupted or secure access to the Site or the Service and operation of the Site or the Service may be interfered with or adversely affected by numerous factors or circumstances outside of the Supplier’s control.

1.10 Third-Party Sites

1.10 The Site may include links to other sites on the Internet that are owned and operated by online merchants and other third parties. You acknowledge that the Supplier is not responsible for the availability of, or the content located on or through, any third-party site. You should contact the site administrator or webmaster for those third-party sites if you have any concerns regarding such links or the content located on such sites. Your use of those third-party sites is subject to the terms of use and privacy policies of each site, and the Supplier is not responsible therein. The Supplier encourages you to review the privacy policies of third-parties’ sites.

1.11 Compliance with Laws

1.11 You may not use the Service in any way that violates any applicable laws, regulations or other government requirements. You further agree not to transmit any material that encourages conduct that could constitute a criminal offence, give rise to civil liability or otherwise violate any applicable laws regulations or other government requirements.

1.12 Copyright and Trademark Information

1.12.1 The Site and the Software, as well as their respective layout, arrangement and design elements and each of their individual pages, are and will always remain the property of the Supplier and it’s affiliates and are protected by Irish, European and international copyright, trademark and other applicable intellectual property laws.

1.12.2 You may not modify, publish, transmit, display, participate in the transfer or sale, create derivative works, or in any way exploit any of the content of the Site and/or the Software, in whole or in part. For the avoidance of any doubt, and strictly without prejudice to the effect and/or intent of any other part of this clause or any other part of the Terms, under no circumstances may the Customer sell on or otherwise dispose for profit, to any third party or otherwise, any part of the Service. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express written permission of the Supplier or the copyright owner.

1.12.3 In the event of any permitted copying, redistribution, or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend, or copyright notice shall be made. You hereby acknowledge that you do not acquire any ownership rights by downloading or printing the copyrighted material, or by using the Site or the Service.

1.12.4 The Supplier offers you access to the Site, and to the Service Content and Materials available on the Site solely for your own personal commercial use. You may not resell or make any other commercial use of the Site or the Service. You may not make use of any product listings, descriptions, or prices. You may not download or copy any account information for the benefit of any other merchant. You may not make use of any robots, spiders, or similar data mining, data gathering or extraction tools or manual processes to collect, gather or copy any of the Site and/or the Software in an unauthorized manner.

1.12.5 You may not engage in any practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from this Site, in any manner or in any quantities not authorised by the Supplier. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Supplier or its affiliates without prior express written consent.

1.12.6 You may not use meta tags or any other "hidden text" utilizing the Supplier’s name or trademarks without the express written consent of the Supplier.

1.13 Botnets

1.13.1 The Supplier retains the right, at it’s sole discretion, to terminate any accounts involved with botnets and related activities. If any hostnames are used as command and control points for botnets, the Supplier reserves the right to direct the involved hostnames to a honeypot, loopback address, logging facility, or any other destination at the Supplier’s discretion.

1.14 Complaints

1.14.1 The Supplier hopes that you will be fully satisfied with the Service that is provided to you. The Supplier is and will always strive to improve it’s Service. If you wish to make a complaint about the Service then please write to

Complaints
Invotech Unit 2,
Blackglen Village Centre
Sandyford
Dublin 18

or complaints@invotechmanager.com

Setting out in full the nature of your complaint

1.14.2 The Supplier will endeavour to acknowledge your complaint within two working days. The complaint will be fully investigated and the Supplier will endeavour respond to your complaint within five working days from receipt.

1.15 Other Terms

1.15.1 If any part or provision of these Terms and Conditions shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. You agree that these Terms and Conditions and any other agreements referenced herein may be assigned by the Supplier, in our sole discretion, to a third party in the event of a merger or acquisition.

1.15.2 These Terms shall apply in addition to, and shall not be superseded by, any other written agreement between the Supplier and you. 

1.15.3 You agree that by accepting these Terms and Conditions, that you are consenting to the use and disclosure of your personally identifiable information and other practices described in the Supplier’s Privacy Policy Statement.

1.15.4 These Terms and Conditions constitute the entire agreement of the between that Supplier and you with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter.

1.15.5 The section headings used herein are for convenience only and shall not be given any legal import.

1.15.6 None of the following or any combination thereof shall release, discharge or in anyway any affect the liability you may have to the Supplier or incur any further obligation or liability on the part of the Supplier to you or any third party:-

Any neglect delay or forbearance of the Supplier in endeavouring to obtain payments of any sums due hereunder or enforcing the performance and observance of any of your obligations hereunder;

.Any extension of time given to you by the Supplier;

Any variation of the terms hereof (including any reviews of the amounts payable hereunder) or the transfer of the Supplier's interest herein;

Any change in the structure or powers of either the Supplier or you.

 

2. LICENCE

2.1. Grant. 

The Supplier grants to the you a non-exclusive licence to use the Software via the Site for the Term, subject to the terms of this Agreement. For the avoidance of doubt, you are not entitled to download the Software from the Site, but rather use it through the Site

2.2. Scope of Licence. 

Use of the Software is restricted to its use in object-code form –for the purpose of processing the your data for your normal business purposes. User for any other purpose is subject to the prior written consent of the Supplier, and the you acknowledge that additional fees may be payable on the Supplier's approval of a change of use.

2.3. Customer's Use Only. 

The Software may not be used by, or for the benefit of, any person other than you or your employees. You shall take all reasonable steps to prevent unauthorised copying.

2.4. Adaptations. 

You shall not make any adaptation to the Software or permit any third party to do so.

2.5. No Assignment or Sub-licence. 

YOU MAY NOT ASSIGN OR SUB- LICENCE THE BENEFIT OR BURDEN OF THIS AGREEMENT, OR TO ALLOW THE SOFTWARE TO BECOME THE SUBJECT OF ANY CHARGE, LIEN OR ENCUMBRANCE, WITHOUT THE PRIOR WRITTEN CONSENT OF THE SUPPLIER.

2.8. Inspection. 

You shall permit the Supplier to inspect and have access to any premises, and to the computer equipment located there, at or on which the Software is being used, and any records kept pursuant to this Agreement, for the purposes of ensuring that you are complying with the terms of this Agreement. The Supplier shall provide reasonable advance notice to you of such inspections, and inspections shall take place at reasonable times.

4. FEES

4.1. Fees. 
You agree to pay to the Supplier the fee as agreed in your invoice

4.2. Fee Increases. 

4.2.1 The Supplier shall be entitled to increase the fees payable as from each anniversary of the date of this Agreement after the first such anniversary. Any such increase shall be notified to you at least three months prior taking effect,

4.3 VAT. 

4.3.1 Unless expressly quoted as including VAT, all prices are exclusive of value added tax or any other government taxes or duties which, if applicable, shall be paid by you.

4.4 Method and Time For Payment. 

4.4.1 All fees are due within 7 days of the date of the Supplier's invoice and are payable by way of direct debit into the Supplier’s Bank Account, the details of which are as follows

Sort Code: 931187
Account Number: 10096-11
Bank Name: AIB Clonskeagh
Bank Address: 60 Clonskeagh Road, Dublin 14
Account Name: INVOTECH
BIC AIBKIE2D
IBAN IE59 AIBK 9311 8710 0961 71

Or such other account as the Supplier shall direct from time to time.

 

4.5 Expenses. 

4.5.1 The Supplier is responsible for all of its costs and expenses incurred in providing the Services, including materials and labour costs.

5. INTELLECTUAL PROPERTY

5.1. No Other Licence. 

5.1.1 You acknowledge that all Intellectual Property Right in the Software belongs and shall belong to the Supplier. You have no rights in or to the Software other than the right to use it in accordance with the terms of this Agreement.

5.2 Infringement Claims. 

5.2.1 At the Supplier's sole expense, the Supplier shall defend you or, at its option, settle any Infringement Claim or action brought against you alleging that the possession, use, development, modification or maintenance of the Software (or any part thereof) in accordance with the terms of this Agreement infringes the Irish Intellectual Property Rights of a third party (an "Infringement Claim") and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against you as a result of or in connection with any such Infringement Claim.

5.2.2 For the avoidance of doubt, this Clause shall not apply where the Infringement Claim in question arises from the possession, use, development, modification or maintenance of the Software (or any part) by you other than in accordance with the terms of this Agreement or use of a non-current release of the Software.

5.3. Conditions of the Indemnity. 

5.3.1 As a condition of obtaining an indemnity in the circumstances set out in Clause 5.2, you shall:

5.3.1.1 fully and promptly notify the Supplier of any Infringement Claim, or threatened Infringement Claim, but failure to do so shall not release the Supplier of its obligations under this Clause 5.3 except to the extent that it is actually prejudiced;

5.3.1.2 not make any admission as to liability or compromise or agree to any settlement of any Infringement Claim without the prior written consent of the Supplier, which consent shall not be unreasonably withheld or delayed;

5.3.1.3 permit the Supplier to take full control of such Infringement Claim, including settling it at the Supplier's expense; and

5.3.1.4 give reasonable assistance in the investigation and defence of such Infringement Claim.

5.4. Supplier's Right to Modify. 

5.4.1 If any Infringement Claim is made, or in the Supplier's reasonable opinion is likely to be made, against you, the Supplier may at its sole option and expense:

5.4.1.1 procure for you the right to continue using the Software (or any part) in accordance with the terms of this Agreement;

5.4.1.2 modify the Software so that it ceases to be infringing; or

5.4.1.3 replace the Software with non-infringing software.

5.4.2 If the Supplier modifies or replaces the Software, the modified or replacement Software must comply with the warranty contained in Clause 6.1 and you shall have the same rights in respect of those warranties as it would have had under those clauses had the references to the date of this Agreement been references to the date on which such modification or replacement was made.

6. WARRANTIES AND LIABILITY

6.1. Warranty. 

6.1.1 The Supplier warrants that the Services will be performed with the skill, care and diligence reasonably to be expected of a provider of services of the same type, and in accordance with all applicable laws.

6.2. Remedy. 

6.2.1 If:

6.2.1.1 the you notify the Supplier in writing within the Warranty Period of any defect or fault in the Software which results in it failing to perform in all material respects; and

6.2.1.2 the defect or fault does not result from you, or anyone acting with your authority, having amended the Software or used it outside the terms of this Agreement, [or in combination with any other software not provided by the Supplier]

the Supplier shall either replace or repair the Software, provided that you provide the Supplier with all the information that may be necessary to assist the Supplier in resolving the defect or fault, including sufficient information to enable the Supplier to re-create the defect or fault.

6.2.2 If the Supplier receives written notice from you of any breach by the Supplier of Clause 6.1, the Supplier shall, at its own expense, remedy that breach within 30 days following receipt of such notice, failing which you shall be entitled to pursue such rights and remedies as are available to it.

6.3. Selection. 

6.3 You accept responsibility for the selection of the Software to achieve its intended results.

6.4. No Other Warranties. 

6.4.1 Except where required by applicable law, the above warranties are the Supplier's only warranties. The Supplier makes no additional representations or warranties, and disclaims all warranties, representations, and liabilities, whether express or implied, arising from contract or tort (except fraud), imposed by statute or otherwise, relating to the Software, including any warranties as to merchantability, fitness for purpose, or correspondence with description. In particular, the Supplier does not warrant that the use of the Software will be uninterrupted or error-free.

6.5. Limitation of Liability. 

6.5.1 The total liability of the Supplier, whether in contract, tort or otherwise and whether in connection with this Agreement or any collateral contract, shall in no circumstances exceed a sum equal to 100% of the Fee payable herein by you to the Supplier for one year ending on the date of the event giving rise to the Suppliers liability.

6.6. Consequential Loss Etc. 

6.6.1 Notwithstanding anything to the contrary in this Agreement, the Supplier shall not be liable to the other by reason of any representation or warranty, condition or other term or any duty of common law, or under the express terms of this Agreement, for any consequential, special, incidental or punitive loss or damage (whether for loss of current or future profits, loss of enterprise value or otherwise) and whether occasioned by its negligence of the respective parties, or that if its employees or agents or otherwise, even if advised of the possibility of such damages.

6.7. Non-Excludable Liability. 

Nothing in this Agreement shall exclude or limit the liability of the Supplier for death or personal injury resulting from the negligence of the Supplier or any of its employees or agents, nor shall they operate to exclude or limit any statutory rights which cannot be legally excluded or limited, including the statutory rights of a consumer.

7. TERMINATION

7.1. Right to Terminate. 

7.1.1 Either party may terminate this Agreement at any time on written notice to the other if:

7.1.1.1 the other is in material or persistent breach of any of the terms of this Agreement and either that breach is incapable of remedy, or the other party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach;

7.1.1.2 the other is deemed to be unable to pay its debts within the meaning of section 214 of the Companies Act 1963, is unable to pay its debts as they fall due, commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a general assignment for the benefit of or composition with its creditors;

7.1.1.3 the other ceases carrying on, threatens to cease carrying on, or disposes of its business or a material part of its business;

7.1.1.4 the other takes any corporate action or other steps are taken or legal proceedings are started for its winding up, dissolution, examinership or re- organisation or for the appointment of a liquidator, receiver, examiner, conservator, custodian, trustee or similar officer of it or of any or all of its revenues and assets; or

7.1.1.5 any execution or distress is levied against, or an encumbrance takes possession of, the whole or any part of, the property, undertakings or assets of the other or any event occurs which under the laws of any jurisdiction has a similar or analogous effect.

7.1.1.6 Either party may terminate this Agreement without reason by giving one months notice in writing to the other party,

7.2. No Effect on Other Rights. 

7.2.1 Termination by either party in accordance with Clause 7.1 shall not affect any other rights or remedies of that party accrued prior to termination.

7.3. Consequences of Termination. 

7.3.1 On termination for any reason:

7.3.1.1 all licences granted to you under this Agreement shall cease;

7.3.1.2 you shall cease all activities authorised by this Agreement;

7.3.1.3 you shall immediately pay to the Supplier any sums due to the Supplier under this Agreement; and

7.3.1.4 the parties will return all copies of any of the other's confidential information.

8. MISCELLANEOUS PROVISIONS

8.1. Confidentiality. 

8.1.1 During the term of this Agreement, and for a period of 6 years after its expiry or termination, each party shall keep confidential, and not use for its own purposes nor without the prior written consent of the other disclose to any third party any, all and any information of a confidential nature, including trade secrets and information of commercial value, which may become known to such party from the other party and which relates to the other party or any of its affiliates, unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement, or subsequently comes lawfully into the possession of such party from a third party.

8.2 Force Majeure. 

8.2.1 Neither party shall be liable for failure or delay in the performance of any of its obligations under this Agreement if such failure or delay results from Force Majeure, but any such failure or delay shall be remedied as soon as practicable.

8.3. Notices. 

8.3.1 Any notice or other communication whether required or permitted to be given under this Agreement shall be given in writing and shall be deemed to have been duly given if delivered by hand to the addressee or sent by registered post to the addressee at the address set out for such party in this Agreement (or such other address as that party may from time to time designate in writing to the other parties in accordance with the provisions of this Clause). Any such notice shall be deemed to have been duly given if delivered, at the time of delivery, if sent by registered post, forty eight hours after posting.

8.4. Severability. 

8.4.1 If any provision in this Agreement is deemed to be, or becomes invalid, illegal, void or unenforceable under applicable laws, such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable, or if it cannot be so amended without materially altering the intention of the parties, it will be deleted, but the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way.

8.5. Parties Bound. 

8.5.1 This Agreement shall be binding upon and run for the benefit of the parties, their successors and permitted assigns.

8.6. Entire Agreement. 

8.6.1 This Agreement constitutes the entire agreement and understanding between the parties with respect to their subject matter, and except as expressly provided, supercede all prior representations, writings, negotiations or understandings with respect to that subject matter.

8.7. Further Assurance. 

8.7.1 Each party shall do and execute, or arrange for the doing and executing of, each necessary act, document and thing reasonably within its power to implement this Agreement.

8.8. Waivers. 

8.8.1 A failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.

8.9. Variations. 

8.9.1 No variation of this Agreement shall be effective unless it is made in writing and signed by each of the parties.

8.10. Governing Law and Jurisdiction. 

8.10.1 This Agreement shall be governed by and construed in accordance with the laws of Ireland, and shall be subject to the exclusive jurisdiction of the Irish courts.

 

Questions or Additional Information:

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to legal@invotechmanager.com