The following Terms of Service apply to the Sporify software applications and platforms that CorrIT makes available to subscribers for the purpose of mapping, maintaining and synchronising data.
1. Subscription Services
Subject to the Customer purchasing the Subscription in accordance with these Terms of Service and the Order Form, CorrIT hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to access and use the Subscription Services in accordance with the licence type detailed in the Order Form and the
Documentation during the Subscription Term solely for the Customer's internal business operations.
In relation to the Authorised Users, the Customer undertakes that:
a) the maximum number of Authorised Users that it authorises to access and use the Subscription Services and the Documentation shall not exceed the maximum number of User Accounts it has purchased from time to time;
b) the Customer’s use of the Subscription Services shall not exceed the number of purchased Customer Accounts and Local Systems included in the Sporify Subscription or Add-ons purchased by Customer;
c) it shall not share Customer Accounts;
d) it will not allow or suffer any User Account to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
e) each Authorised User shall keep a secure password for his use of the Services and Documentation and that each Authorised User shall keep his or her password confidential;
f) it shall maintain a written, up to date list of current Authorised Users and provide such list to CorrIT within 5 Business Days of CorrIT's written request at any time or times;
g) it shall permit CorrIT to monitor access to and and use of the Subcription Services to audit compliance with this agreement.;
h) if the monitoring referred to in clause 1.2g) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to CorrIT's other rights, the Customer shall promptly disable such passwords and CorrIT shall not issue any new passwords to any such individual; and
i) if the monitoring referred to in clause 1.2g) reveal that the Customer has underpaid Subscription Fees to CorrIT, then without prejudice to CorrIT's other rights, the Customer shall pay to CorrIT an amount equal to such underpayment as calculated in accordance with the prices set out in the Order Form within 10 Business Days of the date of the relevant audit.
The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Subscription Services that:
is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or
a) facilitates illegal activity;
b) depicts sexually explicit images;
c) promotes unlawful violence;
d) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
e) is otherwise illegal or causes damage or injury to any person or property;
f) and CorrIT reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
The Customer shall not:
a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
a. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
b. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
b) access all or any part of the Subscription Services and Documentation in order to build a product or service which competes with the Subscription Services and/or the Documentation; or
c) use the Subscription Services and/or Documentation to provide services to third parties; or
d) subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscription Services and/or Documentation available to any third party except the Authorised Users; or
e) attempt to obtain, or assist third parties in obtaining, access to the Subscription Services and/or Documentation, other than as provided under this clause 1
The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Subscription Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify CorrIT.
The rights provided under this clause are granted to the Customer only and unless explicitly stated in an Order Form, shall not be considered granted to any subsidiary or holding company of the Customer.
2 Subscription Upgrade
Subject to clause 2.2 and clause 2.3, the Customer may, from time to time during any Subscription Term, upgrade its Subscription to a higher tier set out in an Order Form or purchase Add-ons and CorrIT shall grant access to the Subscription Services and the Documentation to such additional higher tier or Add-ons in accordance with the provisions of these Terms of Service.
If the Customer wishes to upgrade its Subscription or purchase Add-ons, the Customer shall notify CorrIT in writing. CorrIT shall evaluate such request and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld). Where CorrIT approves the request, CorrIT shall activate the higher tier or additional Add-ons within 10 days of its approval
of the Customer's request.
If CorrIT approves the Customer's request to upgrade its Subscription or purchase Add-ons, the Customer shall, within 30 days of the date of CorrIT's invoice, pay to CorrIT the relevant fees for such upgrade or Add-ons as set out in the Order Form and, if such upgraded Subscription or Add-ons are purchased by the Customer part way through the Initial Subscription Term or any Renewal
Period (as applicable), such fees shall be pro-rated from the date of activation by CorrIT for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
A subscription cannot be downgraded during the Initial Subscription Term. Fees are non-cancellable and non-refundable.
CorrIT will, as part of the Subscription Services and at no additional cost to the Customer, provide the Customer with CorrIT's standard support during Normal Business Hours in accordance with CorrIT's SLA in effect at the time that the Services are provided. CorrIT may amend the SLA in its sole and absolute discretion from time to time. The Customer may purchase Additional Support separately at CorrIT's then current rates.
3 Optional Services
CorrIT shall, during the Subscription Term, provide the Optional Services to the Customer on and subject to the terms of this agreement.
Unless otherwise stated in the Order Form or an SOW, Optional Services will be carried out on a
time and materials basis in accordance with a mutually agreed written statement of work (“SOW”)
or pursuant to and Order Form signed by the parties.
Customer requirements may vary during the course of performance of the Optional Services, and accordingly, review and revision of an SOW may be required. Any such revision and review may result in additional charges. All changes to existing SOWs will be in writing or agreed to expressly via email.
All work is performed on the basis of the fee structure set forth on applicable Order Form or SOW. Any scheduled performance dates and times are estimates only. It is understood between the parties that delay in performance of an assigned task under a SOW by the assigned party shall give rise to the right in the other party to push back the directly related and dependent events of that SOW to reasonably accommodate for the delay.
Corr IT may choose to change the personnel delivering Optional Services at any time for any reason.
Optional Services are non-cancellable, and fees are non-refundable. Optional Services must be used or will expire on the earlier of (a) the period indicated in the SOW or Order Form as the “Expiration Period” or (b) upon the expiration or earlier termination of the Subscription Service.
Unless otherwise specified in an Order Form or SOW, Optional Services are performed on a time and materials basis. If CorrIT cannot complete the deliverables because of missing resources, technical limitations or other items CorrIT needs from the Customer, the Optional Services will be considered complete as is.
Optional Services are generally performed remotely, unless otherwise agreed in writing.
In the event of performance of Optional Services, at Customer’s site or a site designated by Customer, Customer shall reimburse CorrIT for its reasonable travel, meals, and accommodation, subject to any agreed restrictions set out in the applicable Statement of Work.
While performing Optional Services on-site, CorrIT personnel will abide by all reasonable security, health and safety and other policies of Customer notified to CorrIT in writing.
CorrIT will maintain adequate public liability, employer liability and professional liability insurance in respect of the provision of the Optional Services and will furnish satisfactory evidence of such insurance(s) to Customer upon Customer’s written request.
4 Customer Data
The Customer shall own all right, title and interest in and to all Customer Data imported that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
CorrIT shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at the policies section of the SPORIFY website www.SPORIFY.EU to all Authorised Users or such other website address as may be notified to the Customer from time to time, as such document may be amended by CorrIT in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against CorrIT shall be for CorrIT to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by CorrIT in accordance with the archiving procedure described in its Back-Up Policy. CorrIT shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by CorrIT).
CorrIT shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at the policies section of the SPORIFY website www.SPORIFY.EU to all Authorised Users or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by CorrIT in its sole discretion.
Both parties will comply with the Data Processing Agreement available at https://docs.sporify.eu/agreements/latest/data-processing-agreement
5 Third Party Providers
The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party services such as that of the European Medicines Agency, US Food and Drug Administration or other health regulatory authorities and that it does so solely at its own risk. CorrIT makes no representation, warranty 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 service, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed with such a third party is between the Customer and the relevant third party, and not CorrIT. CorrIT recommends that the Customer refers to the third party's licence terms to ensure that it has the correct authorisation for and licence (including the access and use by CorrIT and its subcontractors) of the third party’s services, systems or data prior to using the relevant third-party in connection with the Services. CorrIT does not endorse or approve any third-party service nor the content of any of the third-party service made available via the Services.
CorrIT undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to CorrIT's instructions, or modification or alteration of the Services by any party other than CorrIT or CorrIT's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, CorrIT:
a) does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
This agreement shall not prevent CorrIT from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
The Customer shall:
a) have and maintain a valid European Medicines Agency account to access SPOR API services and data and comply with all the terms of the European Medicines Agency account;
b) have and maintain a valid account to access any other services that interact with the Services and comply with all the terms of those services;
c) provide CorrIT with:
d) all necessary co-operation in relation to this agreement; and
e) all necessary access to such information as may be required by CorrIT;
f) in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
g) comply with all applicable laws and regulations with respect to its activities under this agreement;
h) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, CorrIT may adjust any agreed timetable or delivery schedule as
i) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
j) obtain and shall maintain all necessary licences, consents, and permissions necessary for CorrIT, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
k) ensure that its network and systems comply with the relevant specifications provided by CorrIT from time to time; and
l) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to CorrIT's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
8 Suppliers Obligations
The Customer shall pay the Subscription Fees to CorrIT for the Subscriptions in accordance with this clause 8 and the Order Form.
The Customer shall on the Commencement Date provide to CorrIT valid, up-to-date and complete credit card details or approved purchase order information acceptable to CorrIT and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
a) its approved purchase order information to CorrIT, CorrIT shall invoice the Customer:
i. on the Commencement Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
ii. subject to clause 13.1, at least 60 days prior to each anniversary of the Commencement Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice.
b) its credit card details to CorrIT, the Customer hereby authorises CorrIT to bill such credit card:
i) on the Commencement Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
ii) subject to clause 13.1, on each anniversary of the Commencement Date for the Subscription Fees payable in respect of the next Renewal Period;
c) Optional Services Fees shall be invoiced in accordance with the terms stated in the Order Form or as agreed in writing between the parties. If not otherwise stated, CorrIT shall invoice Customer monthly in arrears for Optional Services and invoices shall be payable
by Customer within 30 days of receipt.
If the Commencement Date is not specified in the Order Form, the Commencement Date is the date of Customer signature of the Order Form.
If CorrIT has not received payment within 60 days after the due date, and without prejudice to any other rights and remedies of CorrIT:
a) CorrIT may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and CorrIT shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the European Central Bank’s main refinancing rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
All amounts and fees stated or referred to in this agreement:
a) shall be payable in Euro;
b) are, subject to clause 12.3b), non-cancellable and non-refundable;
c) are exclusive of value added tax, which shall be added to CorrIT's invoice(s) at the appropriate rate.
CorrIT shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional Subscriptions purchased pursuant to clause 2.3, or any other Fees at the start of each Renewal Period upon 90 days' prior notice to the Customer and the Order Form shall be deemed to have been amended accordingly.
9 Propritary rights
The Customer acknowledges and agrees that CorrIT and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
10 Confidentiality and publicity
Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
a) is or becomes publicly known other than through any act or omission of the receiving party;
b) was in the other party's lawful possession before the disclosure;
c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
d) is independently developed by the receiving party, which independent development can be shown by written evidence.
Subject to clause 10.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than the implementation of this agreement.
Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute CorrIT's Confidential Information.
CorrIT acknowledges that the Customer Data is the Confidential Information of the Customer.
No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
The above provisions of this clause 10. shall survive termination of this agreement, however arising.
Notwithstanding the other terms of this clause, CorrIT may refer to the Customer and this Agreement in any publicity or advertising material.
11 Confidentiality and publicity
The Customer shall defend, indemnify and hold harmless CorrIT 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 the Customer's use of the Services and/or Documentation, provided that:
a) the Customer is given prompt notice of any such claim;
b) CorrIT provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
c) the Customer is given sole authority to defend or settle the claim.
CorrIT shall defend the Customer, its officers, directors and employees against any claim that the Services or Documentation infringes any trade mark or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
a) CorrIT is given prompt notice of any such claim;
b) the Customer provides reasonable co-operation to CorrIT in the defence and settlement of such claim, at CorrIT's expense; and
c) CorrIT is given sole authority to defend or settle the claim.
In the defence or settlement of any claim, CorrIT may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
In no event shall CorrIT, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
a) a modification of the Services or Documentation by anyone other than CorrIT; or
b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by CorrIT; or
c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from CorrIT or any appropriate authority.
The foregoing and clause 12.3 b) states the Customer's sole and exclusive rights and remedies, and CorrIT's (including CorrIT's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
12 Limitation of liabitily
Except as expressly and specifically provided in this agreement:
a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. CorrIT shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to CorrIT by the Customer in connection with the Services, or any actions taken by CorrIT at the Customer's direction;
b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
c) the Services and the Documentation are provided to the Customer on an "as is" basis.
Nothing in this agreement excludes the liability of CorrIT:
a) for death or personal injury caused by CorrIT's negligence;
b) for fraud or fraudulent misrepresentation; or
c) for any liability which may not lawfully be excluded.
Subject to clause 12.1 and clause 12.2:
a) CorrIT shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
b) CorrIT's total aggregate liability in contract (including in respect of the indemnity at clause 11.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the Subscriptions during the 12 months immediately preceding the date on which the claim arose.
13 Subscription Term and Termination
This agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Commencement Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
a) either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
b) otherwise terminated in accordance with the provisions of this agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute
the Subscription Term.
Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts;
d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
f) an application is made to court, or an order is made, for the appointment of an examiner or if a notice of intention to appoint an examiner is given or if an examiner is appointed, over the other party;
g) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed a receiver;
h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause13.2 3) to clause 13.2 9) (inclusive); or
k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
On termination of this agreement for any reason:
a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
c) CorrIT may destroy or otherwise dispose of any of the Customer Data in its possession unless CorrIT receives, no later than ten days after the date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. CorrIT shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay
all reasonable expenses incurred by CorrIT in returning or disposing of Customer Data; and
d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
14 Force majeur
CorrIT shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of CorrIT or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
If there is an inconsistency between any of the provisions in the main body of this agreement and the Order Form, the provisions in the Order Form shall prevail.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18 Rights and remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
20 Entire agreement
The Order Form(s), any SOW, the DPA and these TOS (“this agreement”) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
The Customer shall not, without the prior written consent of CorrIT, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
CorrIT may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
22 No partnership or agency
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address as set out in the Order Form.
A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email
shall be deemed to have been received at 9 am on the first Business Day following it being sent.
24 Governing law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Ireland.
Each party irrevocably agrees, for the sole benefit of CorrIT that, subject as provided below, the courts of Ireland shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation. Nothing in this clause shall limit the right of CorrIT to take proceedings against the Customer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
The definitions and rules of interpretation in this clause apply in this agreement.
Add-ons: the additional features, seats, or account settings which are outside of the standard Sporify Enterprise Licence which Customer may choose to purchase during the Subscription Term.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.2 6).
Business Day: a day other than a Saturday, Sunday or public holiday in Ireland when banks in Dublin are open for business.
Change of Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.6 or clause 10.7.
Customer Accounts: each tenant (isolated data area) set up under the Customer tenant account name provided during on boarding.
Customer Data: the data inputted by the Customer, Authorised Users, or CorrIT on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Documentation: the documents (including training seminars) made available to the Customer by CorrIT online via www.sporify.eu or such other web address notified by CorrIT to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
Initial Subscription Term: the initial term of this agreement as set out in the Order Form.
Local Systems: System names used by the Services to represent the local system that the Customer maps with the Services. Local Systems are used to help identify the Customer’s data when extracting and integrating information from the Services.
Normal Business Hours: 9.00 am to 5.00 pm local Irish time, each Business Day.
Optional Services: the optional Implementation, Configuration and Training, Consulting and Additional Support, services which the Customer may purchase subject to the terms and conditions of the agreement as set out in the Order Form and described in the Documentation.
Renewal Period: the period described in clause 13.1.
Services: the Subscription Services and the related Optional Services described in the Order Form.
Software: the online software applications provided by CorrIT as part of the Services.
Subscription: the subscription purchased by the Customer as described in these TOS and the Order Form which entitles the Customer to create the number of Customer Accounts on the Local Systems for the Authorised Users to access and use the Services and the Documentation in accordance with this agreement.
Subscription Fees: the subscription fees payable by the Customer to CorrIT for the Subscription and where applicable the Optional Services, as set out in the Order Form.
Subscription Services: the subscription services provided by CorrIT (including the Add-ons where purchased by the Customer as specified in the Order Form or confirmed in writing between the parties) to the Customer under this agreement via www.sporify.eu or any other website notified to the Customer by CorrIT from time to time, as more particularly described in the Documentation.
Subscription Term: has the meaning given in clause 13.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Service Level Agreement (SLA): CorrIT's policy for providing support in relation to the Services as made available at www.sporify.eu/polices or such other website address as may be notified to the Customer from time to time.
Statement of Work (SOW): any statement of work agreed between the parties for Optional Services.
Twitter Account: CorrIT’s twitter account with the handle @sporifyeu or such other account as may be notified to the Customer by CorrIT from time to time.
User Account: the account created for each Authorised User that permits the Authorised User to access the Services.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Clause, schedule and paragraph headings shall not affect the interpretation of the.
A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
A reference to writing or written includes e-mail but not faxes.