Terms of Service

  
This agreement is between the entity purchasing the Services (the Customer or you) and us (LEX SOFTWARE LIMITED t/a Klyant whose registered address is Talent Garden, Claremont Avenue, Glasnevin, Dublin 11, D11 YNR2, referred to as Supplier, we or us), granting you the right to use and access our accounting software application, including any Updates, Upgrades, patches, fixes or workarounds made available by us, and any data, media or documents associated with it (together, the Subscribed Services).  This is a legally binding agreement incorporating by reference these terms (the Terms) and the documents referred to in the definition of ‘Agreement’ below.
 
BY REGISTERING TO USE THE SERVICE AND/OR CLICKING ‘ACCEPT’, YOU AGREE TO AND ACCEPT THE FOLLOWING TERMS WHICH WILL BE BINDING ON YOU AND ANY OF YOUR AUTHORISED USERS WHEN ACCESSING OR USING THE SERVICES.
  
1. DEFINITIONS AND INTERPRETATION
 

1.1 In this Agreement:

“Acceptable Use Policy“

the Supplier’s acceptable use policy (AVAILABLE HERE);

“Affiliates“

in respect of any entity, any entity that directly or indirectly controls, is controlled by or is under common control with that entity;

“Agreement“

these Terms, the Service Level Agreement, the Data Protection Addendum and any policies referred to in these Terms which are incorporated by reference;

“API(s)”

has the meaning given to this term in Clause 3.2;

“Authorised Users“

in respect of the relevant Subscribed Service, the named users being employees, or contractors of the Customer authorised by you to use that Subscribed Service in accordance with the terms of this Agreement;

“Business Day“

a day other than a Saturday, Sunday or bank or public holiday in Ireland;

“Commencement Date“

the date you click to accept or register to use the service, whichever is earlier;

“Customer Data“

all data (in any form) that is provided to the Supplier or uploaded to any part of any Subscribed Service by the Customer or by any Authorised User or any data that is generated as a result of the Customer or any Authorised User’s use of its own data in the Subscribed Services (but excluding Feedback);

“Data Protection Addendum“

the Supplier’s data protection addendum (AVAILABLE HERE);

“Data Protection Laws”

all applicable data protection and privacy legislation in force from time to time in Ireland including the General Data Protection Regulation (GDPR); the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 as amended and the guidance and codes of practice issued by the Data Protection Commission from time to time;

“Feedback“

has the meaning given to it at Clause 12.2;

“Fees“

the fees payable in advance by the Customer to the Supplier in consideration of the grant of rights to use and access the Services as agreed in writing between the Customer and us prior to the Commencement Date;

“Force Majeure“

an event or sequence of events beyond a Party’s reasonable control preventing or delaying it from performing its obligations under our Agreement (provided that an inability to pay is not Force Majeure), including any matters relating to transfer of data over public communications networks and any delays or problems associated with any such networks or with the internet;

“Intellectual Property Rights” or “IPR”

any and all copyright, rights in inventions, patents, know-how, trade secrets, trade-marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:

(a) whether registered or not;

(b) including any applications to protect or register such rights;

(c) including all renewals and extensions of such rights or applications;

(d) whether vested, contingent or future; and

(e) wherever existing;

“IPR Claim”

has the meaning given to it in Clause 12.5;

“New Versions“

has the meaning given to it at Clause ‎8.1;

“Parties”

the Supplier and Customer as Parties to this Agreement.  Each will be considered a “Party”.

“Permitted Purpose“

the internal business use of the Customer;

“Permitted Usage Rights“

the purchased number of Authorised Users as permitted by the Fees arrangement agreed by the Parties;

“Privacy Policy“

the Supplier’s privacy policy as available on our website (as may be updated by us from time to time);

“Relief Event“

any breach of this Agreement by the Customer, or any Force Majeure;

“Service Level Agreement”

the Supplier’s service level agreement which will apply to the provision of the Services (AVAILABLE HERE);

“Services“

the Subscribed Services and any support services provided in accordance with Clause 6.1;

“Subscription Period“

such period as agreed between the Parties in writing prior to the Commencement Date and as will be renewed on an ongoing basis in accordance with Clause 17.1;

“Update“

a software maintenance update, patch or bug-fix which does not constitute an Upgrade;

“Upgrade“

a version or release of software intended to have new or improved functionality or designated by the Supplier as an upgrade; and

“VAT“

Irish value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside of Ireland.
 
1.2 In these Terms:
 
1.2.1 headings are included for convenience only and shall have no effect on interpretation;
 
1.2.2 a reference to a ‘Party’ includes that Party’s successors and permitted assigns;
 
1.2.3 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
 
1.2.4 words in the singular include the plural and vice versa;
 
1.2.5 a reference to writing or written includes email or other electronic means of communication;
 
1.2.6 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; a reference to any legislation or legislative provision is a reference to it as amended, extended, re-enacted or consolidated from time to time.
 
1.3 Any obligation of the Supplier under this Agreement to comply or ensure compliance by any person or the Services with any law shall be limited to compliance only with laws within Ireland and/or the United Kingdom as generally applicable to businesses and to providers of software as a service solutions.
 
2. LEGAL DOCUMENTS
 
2.1 If there is any inconsistency in the rights and obligations set out in this Agreement and/or the documents referred to in them the following order of priority shall prevail (in descending order of priority):
 
2.1.1 Data Protection Addendum;
 
2.1.2 these Terms;
 
2.1.3 the Service Level Agreement;
 
2.1.4 any other policies referred to in these Terms;
 
2.2 Subject to the order of precedence set out at Clause 2.1, later versions of the documents listed at that Clause will take priority over earlier versions if there is any conflict or inconsistency between them.
 
3. RIGHTS OF ACCESS AND USE
 
3.1 Subject to the terms of this Agreement and payment of the Fees in accordance with Clause 7, we hereby grant to you a limited, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the paid for Subscribed Services for the Permitted Purpose for the Subscription Period.
 
3.2 The following provisions apply to the extent that the Supplier provides access to the Subscribed Services using an application programming interface (“API”):
 
3.2.1 use of the API is subject to the terms of this Agreement;
 
3.2.2 the Customer is responsible for testing any use of the API to verify that it produces the desired results;
 
3.2.3 the Supplier shall have no liability for any processing or loss of Customer Data which takes place externally to the Services by reason of the API or for any matters arising in connection with systems or services external to the Service directly or indirectly connected to the Service using the API;
 
3.2.4 the Supplier reserves the right at any time with or without notice to the Customer, to modify or discontinue access to and use of the Subscribed Service via an API either temporarily or permanently.
 
4. LIMITATIONS ON USE
 
4.1 Except as expressly permitted under these Terms or by law, you shall not:
 
4.1.1 use, copy, modify, adapt, correct errors, or create derivative works from, the Subscribed Services;
 
4.1.2 decode, reverse engineer, disassemble, decompile or otherwise translate, or make alterations to the Subscribed Services, convert the Subscribed Services, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Subscribed Services;
 
4.1.3 assign, rent, transfer, provide or enable access, sub-licence, lease, resell, distribute, publish, broadcast, transmit, store, archive, display publicly to third parties, disclose or otherwise deal in or encumber the Subscribed Services (in each case, whether or not for charge);
 
4.1.4 access or use the Subscribed Services, or permit them to be accessed or used, by or on behalf of any third party, otherwise than for Permitted Purpose; or
 
4.1.5 interfere with any license key mechanism in the Subscribed Services or otherwise attempt to circumvent or interfere with any security features of the Subscribed Services or mechanisms intended to limit your use.
 
4.2 You shall not exceed the Permitted Usage Rights.
 
4.3 You shall access and use the Subscribed Services at all times in accordance with any instructions or user guidance and all other terms of this Agreement.
 
4.4 You shall notify us in writing as soon as you become aware of any actual or suspected unauthorised use of the Subscribed Services (including any use in excess of the Permitted Usage Rights).
 
5. AUTHORISED USERS
 
5.1 You shall ensure that only Authorised Users use the Services and that such use is at all times in accordance with this Agreement.  You shall ensure that Authorised Users are, at all times while they have access to the Subscribed Services, the employees or contractors of the Customer.
 
5.2 You shall ensure that the number of Authorised Users for each Subscribed Service does not exceed the Permitted Usage Rights at any time.  You may remove one individual as an Authorised User and replace them with another individual in accordance with the terms of this Agreement, but Authorised User accounts cannot be shared or used by more than one individual at the same time.
 
5.3 Without prejudice to any other right or remedy we may have, in the event that you are in breach of Clause 5.2 then:
 
5.3.1 the warranties in Clause 10 shall cease to apply for the duration of the period during which you are in breach of Clause 5.2; and
 
5.3.2 you shall be liable to pay for the number of Authorised Users above the purchased number of Authorised Users for that Subscribed Service for the relevant period during which infringement occurred in accordance with Clause 7 and our agreed Fee structure.
 
5.4 You shall:
 
5.4.1 be liable for the acts and omissions of the Authorised Users as if they were your own;
 
5.4.2 not provide access to (or permit access by) anyone other than an Authorised User; and
 
5.4.3 procure that each Authorised User is aware of, and complies with, the obligations and restrictions imposed on you under this Agreement.
 
5.5 You warrant and represent that you, and all Authorised Users and all others acting on your or their behalf (including systems administrators) shall, keep confidential and not share with any third party their password or access details for any Subscribed Service.
 
5.6 You shall (and shall ensure all Authorised Users shall) at all times comply with the Acceptable Use Policy and all other provisions of this Agreement.
 
5.7 If any password has been provided to an individual that is not an Authorised User, you shall, without delay, disable any such passwords and notify us immediately.
 
5.8 Clauses 5.4 to 5.7 (inclusive) shall survive termination or expiry of this Agreement.
 
6. SUPPORT
 
6.1 Support services shall be available for the Subscribed Service for the duration of the Subscription Period, to the extent and in the manner specified in the Service Level Agreement.
 
6.2 We shall use reasonable endeavours to notify you in advance of material scheduled maintenance but you acknowledge that you may receive no advance notification for downtime caused by Force Majeure or for other emergency maintenance.
 
6.3 You acknowledge that the Services do not include:
 
6.3.1 any services, systems or equipment required to access the internet (and that you are solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Services); and
 
6.3.2 no assurance is given that the Services will comply with or satisfy any legal or regulatory obligation of any person.
 
7. PAYMENT OF FEES
 
7.1 The Customer will pay the Fees to Supplier in accordance with this Clause 7 and any other written terms agreed between the Parties prior to the Commencement Date.  The Customer will pay Fees monthly or yearly (as applicable) in advance for the Service.  The Customer will pay each invoice within 30 days after the date of such invoice.  All charges are final and non-refundable, including payments made by annual subscribers, set-up fees and any other agreed professional service charges.
 
7.2 There are no charges for cancelling a subscription and subscriptions cancelled prior to the end of their current billing cycle will be available until the end of the current billing cycle and will not be charged again in the following cycle. 
 
7.3 All prices are subject to change upon notice.  Such notice may be provided by an e-mail message to the Customer or in the form of an announcement on the Services.
 
7.4 All amounts and Fees stated or referred to in these Terms:
 
7.4.1 will be payable in the currency as set out in our invoice;
 
7.4.2 are exclusive of value added tax, which will be added to Supplier’s invoice(s) at the appropriate rate.
 
8. CHANGES TO SERVICES AND TERMS
 
8.1 We may at our absolute discretion make, and notify you of, updated versions of the documents referred to in Clause 2.1 or other documents referred to in any part of this Agreement (New Versions) from time to time by any reasonable means which we elect. 
 
8.2 New Versions will replace the preceding version of the same document(s) for the purposes of this Agreement from the date 10 Business Days’ after they are published (or at such later date as we may specify).
 
8.3 In the event that you reasonably believe that any New Version materially impacts you negatively in any manner you may by notice elect to terminate this Agreement provided you exercise such right prior to such New Version taking effect pursuant to Clause ‎‎8.2 on not less than 5 Business Days prior written notice and notify us at the time of exercising such right of the negative impact which has caused you to exercise this right.
 
8.4 You acknowledge that we are entitled to modify the features and functionality of the Services.  We will use reasonable endeavours to ensure that any such modification does not materially adversely affect the use of the relevant Subscribed Service(s) by our customers generally. 
 
8.5 We may, without limitation to the generality of Clause 8.4, establish new limits on the Subscribed Services (or any part), including limiting the volume of data which may be used, stored or transmitted in connection with the Subscribed Service, remove or restrict application programming interfaces or make alterations to data retention periods, provided such changes are introduced by a New Version to the relevant impacted contractual documents.
 
9. USE OF INFORMATION
 
9.1 The Supplier may monitor, collect, store and use information on the use and performance of the Services (excluding Customer Data) to detect threats or errors to the Services and/or Supplier’s operations and for the purposes of the further development and improvement of the Supplier’s services.
 
9.2 When you use our Services we may create anonymised statistical data from your usage of our Services, including through aggregation.  Once anonymised, we may use it for our own purposes, such as to provide and improve our Services, develop new services or product offerings, to identify business trends and for other uses we may communicate to you.
 
10. WARRANTIES
 
10.1 You acknowledge that the Services are provided on an ‘as is’ basis and we do not give any warranty or representation except any expressly made in these Terms and do not accept any liability (howsoever arising whether under contract, tort, in negligence or otherwise) in relation to:
 
10.1.1 the Subscribed Services meeting the Customer’s individual needs or business requirements, whether or not such needs or requirements have been communicated to us;
 
10.1.2 the Subscribed Services operating in a manner which is uninterrupted or free from  errors or defects; or
 
10.1.3 the Subscribed Services being compatible with any third party APIs, software or with any particular hardware.
 
10.2 Other than as set out in this Clause 10, and subject to Clause 14.5, all warranties, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose, reasonable care and skill or ability to achieve a particular result are excluded to the fullest extent allowed by applicable law.
 
10.3 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any breach by the Customer of the Intellectual Property Rights of the Supplier and the Customer’s use of the Services, provided that, on the Supplier becoming aware of any such claim, the Customer is given prompt notice of same, the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense, and the Customer is given sole authority to defend or settle the claim.
 
11. YOUR RESPONSIBILITIES
 
11.1 You shall (and shall ensure all Authorised Users shall) at all times comply with all applicable laws relating to the use or receipt of the Services, including laws relating to privacy, data protection and use of systems and communications.
 
12. INTELLECTUAL PROPERTY RIGHTS
 
12.1 The Customer acknowledges that all Intellectual Property Rights in the Services are owned by or licensed to the Supplier, that the right to access and use the Subscribed Services is licensed (not sold) to the Customer and that the Customer shall have no other rights other than those granted under the terms of these Terms.  For the avoidance of doubt, the Customer shall have no right to access the Subscribed Services in source code form. 
 
12.2 The Supplier may use any feedback and suggestions for improvement relating to the Services provided by the Customer or any Authorised User without charge or limitation (Feedback).  The Customer hereby assigns (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Supplier at the time such Feedback is first provided to the Supplier.
 
12.3 For the avoidance of doubt, the Supplier does not claim any Intellectual Property Rights in the Customer Data.
 
12.4 The Supplier warrants that it has all the rights in relation to the Services required to enter this Agreement and to grant to the Customer and the Authorised Users the rights contemplated in this Agreement and to supply the Services.  
 
12.5 The Supplier shall defend the Customer against direct liabilities or damages (excluding for the avoidance of doubt any indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs) suffered by the Customer arising out of or in connection with any claim brought against the Customer for actual or alleged infringement of a third party’s intellectual property rights in any jurisdiction in the use by the Customer of the Services (an IPR Claim).
 
12.6 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer for a claim under Clause 12.5, to the extent that the alleged infringement is based on:
 
12.6.1 a modification of the Services by anyone other than the Supplier or its agents, subcontractors or partners or with the Supplier’s consent or approval; or
 
12.6.2 the Customer’s use of the Services otherwise than in accordance with the Documentation; or
 
12.6.3 the Customer’s use of the Services after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
 
12.6.4 Any indemnity given by the Supplier to the Customer under this Agreement is subject to the pre-condition that (i) the Customer must mitigate its loss; (ii) the Supplier is given prompt and complete control of the claim giving rise to the indemnity (at the Supplier’s cost); (iii) the Customer does not prejudice the Supplier’s defence of such claim; (iv) the Customer gives the Supplier all reasonable assistance with such claim (at the Supplier’s cost); and (v) the claim does not arise as a result of any breach of the Customer’s contractual obligations to the Supplier or other acts or omissions of the Customer.
 
12.7 Subject to Clause 14.5, the provisions of this Clause 12 set out the Customer’s sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any IPR Claim.
 
12.8 This Clause 12 shall survive the termination or expiry of this Agreement.
 
13. RELIEF
 
To the maximum extent permitted by law, we shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of this Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.
 
14. LIMITATION OF LIABILITY
 
14.1 The extent of the Supplier’s liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this Clause 14.
 
14.2 Subject to Clause 14.5, the Supplier’s total aggregate liability howsoever arising under or in connection with this Agreement shall not exceed an amount equal to the Fees paid to the Supplier by the Customer in the 12-month period immediately preceding the incident first giving rise to any claim under this Agreement.
 
14.3 Subject to Clause 14.5, the Supplier shall not be liable for consequential, indirect or special losses.
 
14.4 Subject to Clause 14.5, the Supplier shall not be liable for any of the following (whether direct or indirect): loss of profit, loss of revenue, any legal, tax or accounting compliance issues, loss or damage to equipment, loss of use, loss of production, loss of contract, loss of commercial opportunity, loss of savings, discount or rebate (whether actual or anticipated), harm to reputation or loss of goodwill, loss of business and wasted expenditure.
 
14.5 Notwithstanding any other provision of this Agreement, neither Party’s liability shall be limited in any way in respect of the following: death or personal injury caused by negligence, fraud or fraudulent misrepresentation or any other losses which cannot be excluded or limited by applicable law.
 
14.6 You acknowledge that the Service is not a professional legal or accounting service and is not in any way designed to supplement or replace the advice of qualified accounting or legal practitioners.  To the maximum extent permitted by applicable law, you expressly agree and acknowledge that we are not providing professional accounting or legal advice via the Services.  No assurance is given that the Services will comply with or satisfy any legal or regulatory obligation of any person.
 
14.7 This Clause 14 shall survive the termination or expiry of this agreement.
 
15. THIRD PARTY PRODUCTS
 
15.1 The Customer acknowledges that along with the use of our Services, you may use data, services, websites, apps and APIs from other companies (Third Party Products) and the Services may enable or assist it and the Authorised Users to access and use such Third Party Products and that it/they do so solely at its/their own risk.  The Supplier makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third Party Product, or any transactions completed, and any contract entered into by the Customer or any Authorised User, with any such third party.  Any contract entered into and any transaction completed via any Third Party Product is between the Customer or Authorised User and the relevant third party, and not the Supplier.  The Supplier recommends that the Customer and Authorised User refer to the third party’s terms and conditions and privacy policy prior to using the relevant Third Party Product.  The Supplier does not endorse or approve or accept any responsibility for any Third Party Product nor the content of any of the Third Party Product made available via the Services.
 
15.2 Any third party providing a Third Party Product is independent of us so be aware that they may charge you fees in addition to what you pay us.
 
15.3 If you choose to connect your subscription to our Service to Third Party Products we may use your Personal Data (as defined in the Data Processing Addendum) for that connection.  Where we use data as a result of that connection we will use that data in line with our Privacy Policy and this Agreement.
 
15.4 You acknowledge that some third party providers may pay us a fee that may be related to referrals from us.
 
16. SUSPENSION
 
16.1 We may suspend access to the Services (or any part) to all or some of the Authorised Users if:
 
16.1.1 we suspect that there has been any misuse of the Services or breach of this Agreement;
 
16.1.2 you fail to pay any sums due to us by the due date for payment; or
 
16.1.3 required by law, by court or governmental or regulatory order.
 
16.2 Where the reason for the suspension is suspected misuse of the Services or breach of this Agreement, without prejudice to our rights under Clause 17, we will take steps to investigate the issue and may restore or continue to suspend access at its discretion.
 
16.3 In relation to suspensions under Clause 16.1.2, access to the Services will be restored promptly after we receive payment in full and cleared funds.
 
16.4 Fees shall remain payable during any period of suspension notwithstanding that you or some or all of the Authorised Users may not have access to the Services.
 
17. TERM AND TERMINATION
 
17.1 This Agreement shall come into force on the Commencement Date for the initial Subscription Period and shall, unless terminated earlier in accordance with its terms, renew on a continual rolling basis for additional Subscription Periods at the end of each Subscription Period. 
 
17.2 Either Party may terminate this Agreement at the end of a Subscription Period: in the case of annual subscriptions on not less than 30 days’ prior written notice to the other Party before the end of the applicable Subscription Period and in the case of monthly subscriptions on advance notice before the end of the applicable Subscription Period
 
17.3 We may terminate this Agreement at any time by giving you notice in writing if:
 
17.3.1 you commit a material breach of this Agreement and such breach is not remediable;
 
17.3.2 you commit a material remediable breach of this Agreement which is not remedied within 10 Business Days of receiving written notice of such breach; 
 
17.3.3 you suspend, or threaten to suspend, payment of your debts, or are unable to pay your debts as they fall due or you admit inability to pay your debts, or are legally deemed unable to pay your debts or (being a partnership) has any partner to whom any of the foregoing apply;
 
17.3.4 you fail to pay any Fees due on the due date and such amount remains unpaid within 10 Business Days after you have received notification that the payment is overdue.
 
18. CONSEQUENCES OF TERMINATION
 
18.1 Immediately on termination or expiry of this Agreement (for any reason):
 
18.1.1 the licences and rights granted by us shall terminate and you shall (and, if applicable, shall procure that each Authorised User shall) stop accessing and using the Subscribed Services (and ensure that any Authorised Users stop accessing and using the Subscribed Services);
 
18.1.2 we may delete or suspend access to any accounts that you hold with us and any Authorised User accounts; and
 
18.1.3 you are not entitled to a refund or other payment.
 
18.2 On termination or expiry of the Agreement the Supplier’s only obligation will be to provide the Customer with a copy of all Customer Data in our standard readable format held in connection with the Subscribed Services for no additional charge.
 
18.3 The Customer will have 90 days following termination or expiry of the Agreement to exercise the rights provided for under Clause 18.2.  Following this 90 day period the Supplier will be authorised to delete and destroy all Customer data without any further obligation to notify the Customer. 
 
18.4 Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either Party at any time up to the date of termination or expiry and shall not affect any provision of this Agreement that is expressly or by implication intended to continue beyond termination.
 
19. CUSTOMER DATA
 
19.1 Customer Data shall at all times remain the property of you or your licensors.
 
19.2 The Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Customer Data and that its use (including use in connection with the Service) complies with all applicable laws and Intellectual Property Rights.
 
19.3 The Supplier routinely undertakes regular backups of the Subscribed Services (which may include Customer Data) and maintains a contingency server containing further backups.  Such backups may, where possible and at the Suppliers discretion, be used to facilitate restoration of Customer Data to the Supplier’s server in the event that Customer Data is lost or corrupted.  The Supplier shall use such service to endeavour to recover lost or corrupted Customer Data at no cost to the Customer.
 
20. CONFIDENTIALITY AND SECURITY OF CUSTOMER DATA
 
20.1 The Supplier shall maintain the confidentiality of the Customer Data and shall not without the prior written consent of the Customer or in accordance with this Agreement, disclose or copy the Customer Data other than as necessary for the performance of the Subscribed Services or its express rights and obligations under this Agreement.
 
20.2 The Supplier acknowledges that Customer Data may comprise materials which are the subject of professional duties owed by the Customer to its clients and this is reflected in the standards of confidentiality maintained by the Supplier.
 
20.3 The provisions of this Clause 20 shall not apply to information which:
 
20.3.1 is or comes into the public domain through no fault of the Supplier, its officers, employees, agents or contractors;
 
20.3.2 is lawfully received by the Supplier from a third party free of any obligation of confidence at the time of its disclosure;
 
20.3.3 is independently developed by the Supplier (or any of its Affiliates or any person acting on its or their behalf), without access to or use of such Customer Data; or
 
20.3.4 is required by law, by court or governmental or regulatory order to be disclosed.
 
20.4 In the event that the Supplier is required to disclose information under Clause 20.3.4 it will, as far as practicable, notify the Customer in advance of such disclosure requirement. 
 
20.5 This Clause 20 shall survive the termination or expiry of our Agreement. 
 
21. ENTIRE AGREEMENT
 
21.1 This Agreement and any descriptions of the Services made available by the Supplier, constitute the entire agreement between the Parties and supersede all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.
 
21.2 Each Party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement.
 
21.3 Nothing in these Terms shall limit or exclude any liability for fraud.
 
22. NOTICES
 
22.1 Any notice or other communication given by a Party under this Agreement shall be:
 
22.1.1 in writing and in English;
 
22.1.2 where sent to the Supplier, sent to: hello@klyant.com;
 
22.1.3 where sent to the Customer, the address provided by to us by you when you registered for the Services.
 
22.2 Notices may be given, and are deemed received:
 
22.2.1 by hand: on receipt of a signature at the time of delivery;
 
22.2.2 by post: at 9.00 am on the second Business Day after posting; or
 
22.2.3 by email: on receipt of delivery.
 
22.3 This Clause does not apply to notices given in legal proceedings or arbitration.
 
23. VARIATION
 
No variation of these Terms shall be valid or effective unless it is in writing, refers to these Terms and is duly signed or executed by, or on behalf of, each Party.
 
24. ASSIGNMENT AND SUB-CONTRACTING
 
24.1 We may at any time assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of the Supplier’s rights or obligations under these Terms, provided that we give you prior written notice.
 
24.2 Except as expressly permitted by these Terms, you shall not assign, transfer, sub-licence, mortgage, charge, declare a trust of or deal in any other manner with any or all of your rights or obligations under this Agreement (including the licence rights granted), in whole or in part, without the Supplier’s prior written consent.
 
25. NO PARTNERSHIP OR AGENCY
 
The Parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it.  Neither Party shall have, nor shall represent that it has, any authority to make any commitments on the other Party’s behalf.
 
26. SEVERANCE
 
26.1 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of these Terms shall not be affected.
 
26.2 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable.  In the event of such deletion or modification, the Parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
 
27. WAIVER
 
27.1 No failure, delay or omission by either Party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
 
28. COMPLIANCE WITH LAW
 
28.1 The Customer shall comply with all applicable laws and shall maintain such authorisations and approvals as required from time to time to perform its obligations under or in connection with this Agreement.
 
29. RIGHTS OF THIRD PARTIES
 
29.1 Any rights of any person to enforce these terms pursuant to the Contracts (Rights of Third Parties) Act 1999 are excluded.
 
30. AUTHORITY
 
Each Party represents and warrants to the other that it has the right, power and authority to enter into our Agreement and grant to the other the rights (if any) contemplated in this Agreement and to perform its obligations under this Agreement.
 
31. GOVERNING LAW AND JURISDICTION
 
31.1 This Agreement and any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of Ireland.
 
31.2 The Parties irrevocably agree that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).