Last update: 9 March 2021
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, PARTICULARLY SECTION 18 AS IT LIMITS OUR LIABILITY TO YOU.
BY CLICKING THE ‘I AGREE’ BUTTON OR BY ACCESSING, VISITING, BROWSING, USING OR ATTEMPTING TO INTERACT WITH OR USE ANY PART OF THE PLATFORM, YOU CONFIRM THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THE TERMS, ARE ENTERING INTO A LEGALLY BINDING CONTRACT WITH US, AND AGREE TO COMPLY WITH THESE TERMS.
IF YOU DO NOT AGREE WITH THESE TERMS YOU MUST NOT USE OR ACCESS THE PLATFORM.
INTRODUCTION
The Platform is owned and operated by Eppione Solutions Limited, with company number 624852 and registered address at WeWork, 2 Dublin Landings, North Wall Quay, Dublin 1, Ireland (“we“, “our” or “us”). We are a provider of technology and software solutions and human resources consultancy services.
1.1 In these Terms, when we say:
1.1.1 “Platform” we mean our Eppione Solutions online software platform, the website located at www.eppione.com, any materials, content or information they contain, and the other domains, software, products, services, information, tools, apps and technology that we make available;
1.1.2 “Subscriber” we mean the company, organisation, business, signing-up for, accessing, or using the Platform;
1.1.3 “User” we mean the individual visitors to the Platform and the employees, contractors, subcontractors, representatives and agents of A Subscriber; and
1.1.4 “you” or “your” we mean the company, organisation, business, individual or any other person (legal or natural) signing-up for, accessing, visiting or using the Platform.
OUR AGREEMENT with YOU
These are the terms of service on which we provide access to or use of the Platform (or any part of it) to you (“Terms”).
As well as these Terms, please also see the following additional documents, which are not part of these Terms but that contain provisions which apply to your use or access to the Platform:
2.1.1 our Privacy Statement available at https://www.eppione.com/legal/privacy-policy-2/
2.1.2 our Cookie Policy available at https://www.eppione.com/legal/cookie-policy/
2.1.3 our Data Processing Agreement between us and the Subscriber.
2.2 By accessing, using, visiting, using or attempting to interact with or use any part of the Platform, you confirm that you have read, understand and accept the Terms, and are agreeing to comply with these Terms. These Terms are a binding contract between you and us. If you do not agree to these Terms you must not access or use the Platform.
2.3 If you are signing-up for, accessing, or using the Platform on the behalf of A Subscriber, you confirm that you have the legal authority to bind that Subscriber to these Terms.
2.4 Subscribers: Subscribers are responsible for: (a) the way in which your Users access and use the Platform; (b) procuring that all of your Users are aware of these Terms and all of our other policies and rules, and that they comply with them.
2.5 User: Users are responsible for the way in which they access and use the Platform.
2.6 If there is anything you do not understand in these Terms or any other information we publish, or if you think that there is a mistake in these Terms, please contact us before using the Platform. You can contact us using the details set out at the end of these Terms.
ELIGIBILITY
The Platform is only available if you are resident in a jurisdiction in which we may legally provide the Platform. Nothing in the Platform shall be considered a solicitation to buy or an offer to sell anything to any person in any jurisdiction in which such offer, solicitation, purchase or sale would be unlawful.
Users: Users must sign up and use the Platform with a valid domain email account provided by your Subscriber (for example, your company or personal email address).
You agree to comply with any user manuals, user guides, technical documentation, instruction, or any other direction or guidance that we provide to you through the Platform or otherwise.
YOUR ACCOUNT
To sign-up for and use the Platform: (a) you must be of legal age to form a contract in your jurisdiction; (b) all personal information you provide must be accurate, up-to-date and truthful and you must keep such information up-to-date and you are authorised to submit that information to us without any obligations on us, including, but not limited to, the payment of fees; and (c) you are solely responsible for all activity on your account or anything that happens using your user ID or password, even if it is done by someone else.
By registering a user account or using the Platform, you confirm that:
you satisfy the conditions in this clause 4.1;
you are not a person banned or restricted from access or using the Platform;
you will comply with all applicable laws, regulations, rules and codes connected in any way to your use or access of the Platform; and
your access or use of the Platform does not violate any applicable laws, regulations, rules or codes.
Your account is non-transferable. You are responsible for maintaining the security of your account, including the confidentiality and security of your account username and password. You must notify us immediately if you know or suspect your account has been accessed by an unauthorised third party.
If, at any time, we reasonably believe that you have failed to comply with any part of these Terms, or in response to any other security incident, we are entitled, in our sole discretion, to disable any user ID or password or suspend or terminate an account, and refuse any current or future use of the Platform. Taking this action does not limit any other rights we may have.
PLATFORM ACCESS & SUBSCRIPTIONS
Subscribers: If you accept these Terms, create an account and start a subscription to the Platform we will make the Platform available to the Subscriber. The Subscriber can then enter human resources data relating to its Users into the Platform. You can enter and edit information manually or if you provide us with your relevant account information the Platform can access certain information related to your employees from other sources. Pricing for your subscription is dependent on many factors including but not limited to size, contract term and additional requirements. A separate document will outline your pricing, payment and renewal date terms.
Users: If your Subscriber has started a subscription to the Platform, we will make the Platform available to the User once he or she has accepted these Terms. Once your Subscriber has entered your human resources information into the Platform, you will be able to access the data and review and edit it on the Platform as you deem necessary.
You must have access to the internet or other network in order to access and use the Platform. It is your responsibility to, at your own cost, arrange internet and network access and the use of any equipment or services necessary to access the Platform, and to comply with the terms and conditions of the relevant service provider(s). You acknowledge that the quality and speed of access to the Platform will be impacted by the quality and bandwidth of the internet or network service you use. We are not responsible or liable in any respect for the unavailability, interruption or failure of access to the Platform that is contributed to by any third party.
CHANGING THESE TERMS
6.1 We may change the Terms or any of our operating rules and policies or introduce new policies and rules that relate to the Platform at any time by publishing a revised version. If we change the Terms, we will notify you via email alerting you to the changes. If you do not agree to the new Terms you will not be able to use or access the Platform.
6.2 We recommend that every time you wish to use or access the Platform you check these Terms to ensure you understand the terms that apply at that time. Your continued use or access to the Platform after the posting of any notice of change constitutes your acceptance of the new Terms.
6.3 Any amendment you propose to these Terms will not bind us and has no legal effect.
PLATFORM UPDATES
7.1 We may update or change the Platform, Our Content, or any features from time to time, for example, to reflect our users’ needs, improve performance, reflect changes to our business, reflect changes to our products, or to address security issues or changes in law or business practice. Any new features or tools that we add are also subject to these Terms.
7.2 We may, at any time, limit, suspend or withdraw the availability of all or any part of the Platform or Our Content, or delete your User Content, for example, if required due to business, legal or operational reasons. We are not liable to you or to any third party for any modification, limitation, suspension or discontinuance of the Platform or Our Content.
YOUR INFORMATION
The Platform is intended to allow you to enter, retrieve and maintain information related to you, and if you are A Subscriber your Users, only. You are not permitted, and you agree to refrain at all times from using the Platform to gather, enter or process information which does not belong to you or your Users and for which you have not received appropriate authorisation from the data subject. You represent and warrant that you have received appropriate consent of each of the data subjects to your collection, processing and transfer of their information.
We will handle all personal information we collect through use of the Platform in the ways set out in our Privacy Statement, Cookie Policy, and if you are A Subscriber our Data Processing Agreement. You should familiarise yourself with these documents as they contain important information about how we collect and process information relating to you.
You should be aware that transmission of information over the internet can never be completely private or secure and you accept the risk that others may be able to read or intercept any content, message, information, media, text, or image you submit or send using the Platform, even if a particular transmission is identified as secure or encrypted. You understand that you are solely responsible for all electronic communications and content sent from computers within your organisation.
CONFIDENTIALITY
We will implement and maintain commercially reasonable and industry standard administrative, physical, organisational and technical safeguards designed to prevent unauthorised use, access, processing, destruction, loss, alteration or disclosure of any your information that you provide us through the Platform and that we host (collectively, the “Hosted Data”). Such safeguards will include, at minimum, an industry standard information security program to safeguard your Hosted Data as well as procedures to help ensure that only those with a “need to know” have access to your Hosted Data.
You are responsible for transmitting Hosted Data to us through the Platform. You agree not to transmit any Hosted Data to us by any other means, such as email.
Subscribers: We will promptly notify the Subscriber if we become aware of an incident that has or potentially has compromised the security, confidentiality or integrity of the Hosted Data. We will comply with all notification obligations that may be required by applicable laws and regulations. For clarity, as between the Subscriber and us, the Subscriber owns and retains all right, title and interest in and to Hosted Data. On termination of A Subscriber’s use of the Platform, we will reasonably cooperate with the Subscriber to facilitate a final export of your Hosted Data from our systems and thereafter delete any and all remaining Hosted Data, unless otherwise prohibited by law.
Subscribers: We and the Subscriber will protect any Confidential Information of the other party which it may receive or otherwise be exposed to in the course of exercising its rights or performing its obligations under these Terms. We and the Subscriber will use the same care to protect the other party’s Confidential Information as it would use to protect its own similar information, but in no event less than reasonable care. We and the Subscriber we will use Confidential Information only for the purpose of fulfilling its obligations or exercising its rights under this Agreement. We and the Subscriber must not disclose any Confidential Information of the other party to any third party without the prior written consent of the disclosing party. When we use the term “Confidential Information” we mean any information that is marked confidential or should reasonably be understood by the recipient to be confidential given the circumstances surrounding its disclosure
ACCEPTABLE USE
You must not (and you must not to allow anyone to) access or use the Platform or any of Our Content:
10.1.1 in any manner inconsistent with these Terms;
10.1.2 in a way that violates or attempts to violate any applicable law, regulation, rule or code;
10.1.3 in a way that causes or is likely to cause the Platform, or access to any it to be interrupted, damaged, or impaired in any way;
10.1.4 for any unlawful, fraudulent, improper or malicious purpose or effect;
10.1.5 to submit false or misleading information;
10.1.6 to engage in any deceptive or misleading practices;
10.1.7 in any way that infringes the legal rights (including the privacy or intellectual property rights) of any other person;
10.1.8 to deceive any person, to impersonate any person, to mislead as to the origin of your information, or to misrepresent your identity or affiliation with any person;
10.1.9 to send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms;
10.1.10 to transmit or procure the sending of content or material, that is defamatory, racist, sexist, false, misleading, discriminatory, hateful, obscene, offensive or otherwise objectionable to us, our staff, or any other individuals;
10.1.11 to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; or
10.1.12 to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form or similar solicitation (‘spam’).
You must not (and you must not to allow anyone to):
10.1.13 if you are a User, access or attempt to access the accounts of another User;
10.1.14 use the Platform in any way that could damage, compromise, overburden, disable or impair the Platform, anyone’s server, systems or networks, or that could interfere with any other person;
10.1.15 access and use the Platform in order to build a product or service which competes with the Platform;
10.1.16 circumvent or manipulate the security features of the Platform or attempt to gain unauthorised access to the Platform, any part or feature of the Platform, or any servers, equipment, software, systems or networks associated with the Platform;
10.1.17 use the Platform to obtain or attempt to obtain any materials or information through any means not intentionally made available to you;
10.1.18 rent, lease, sub-license, loan, provide, delegate or otherwise make available your access to the Platform or the Platform itself (or any part of it including any of the software in or accessible through it) in any form, in whole or in part to any person except if you are A Subscriber to your Users;
10.1.19 re-produce, reverse-engineer, disassemble, de-compile, translate, duplicate, copy, re-sell or create derivative works from the whole or any part of the Platform nor attempt to do any such things, in any way that is not in compliance with the applicable laws, these Terms or any other written agreement with us;
10.1.20 post (electronically or otherwise) on any public website, webpage, or portal of any kind a copy of the data or results gained from our Platform;
10.1.21 translate, merge, adapt, vary, alter or modify, the whole or any part of the Platform, or allow the Platform or any part of it to be combined with, or become incorporated in, any other programs; or
10.1.22 hack into or insert harmful or malicious code, such as viruses, or harmful data, into the Platform, or any other network or system.
OUR CONTENT
You agree that the Platform, the content we published on the Platform (including but not limited to tests, questionnaires, training materials, procedures, know-how, presentations, manuals, surveys, information documents, communications, files, text and graphics), and all intellectual property rights in them (including in the software in or accessible through the Platform and the ‘look and feel’ of them), are the property of us and our third party licensors (together, “Our Content”). All of these rights are protected by copyright, trademark and other intellectual property laws around the world. Our limited license grant to you does not affect these rights, and all rights are reserved to the relevant owner or licensor of those works.
You have no, and are not granted any, rights in or to the Platform or Our Content, or to any intellectual property rights in them, other than the rights expressly granted in the Terms.
You must not make any representation, promise, warranty or other statement or fact about the Platform or Our Content that is not expressly set out in the Terms or. You must not alter, reproduce, republish, sell, disseminate, distribute, transmit, broadcast or commercially exploit any part of the Platform or Our Content or the design or look and feel of the Platform or Our Content.
We are entitled to investigate any suspected or actual improper, illegal, or unauthorised use of the Platform or Our Content (or any part of them) and we are entitled to take any legal action we deem appropriate.
INSURANCE
12.1 Whether you are a user or a subscriber, you are not required to purchase insurance products, employee benefits products, or professional advice with respect to any line of your insurance (we call these “Insurance Services”) from us in order to obtain an account and access the Services.
12.2 If you live in the Republic of Ireland, and wish to transact Insurance Services, we will refer you to Kindlon Insurances Ltd, which is authorised by the Central Bank of Ireland to transact Insurance Services in the Republic of Ireland.
12.3 If you live in the United Kingdom and wish to transact Insurance Services, you agree to (i) designate Eppione Ltd. as your broker of record or agent of record, (ii) authorise us to communicate such designation as broker or agent of record to any insurance carrier, your prior insurance broker and any other person or entity we determine should be advised, (iii) work exclusively with us for such Insurance Services unless we have expressly agreed to collaborate with another insurance broker, and (iv) permit us to receive any commission or other form of compensation that any insurance carrier agrees to pay to us in connection with the provision of Insurance Services. If you do not choose to make us your broker or agent of record for Insurance Services, certain functionality related to Insurance Services may not be available to you in the Services. In the event you avail yourself of the Insurance Services, you will be required to execute a Broker of Record (“BOR”) agreement, which will be annexed to this Agreement as an Exhibit. In the event of any conflict between the terms of these Terms and those contained in the BOR agreement, the terms contained in the BOR agreement will prevail.
12.4 You also consent to the electronic disclosure (for yourself and for any person for whom you are the legal guardian) of any notices, including, but not limited to, tax document notices and employee benefits notices, including summary plan descriptions, enrollment information and plan amendments, by us to you. Further, you authorise us to receive such notices electronically on your behalf, and you agree to be notified of such notices electronically. You represent that you have affirmative consent from the company which you represent in accessing the Services, and the individual employees of such company to receive electronic disclosures from us through the Services. You are entitled to withdraw your consent to electronic disclosure at any time by contacting us at info@eppione.com. If you would prefer to receive documentation by post, we will facilitate this.
12.5 Eppione Ltd (UK) is authorised by the Financial Conduct Authority and Prudential Regulation Authority. Our firm reference number is 757722.
RIGHT TO USE THE PLATFORM
We grant you, subject to these Terms, a limited, revocable, non-exclusive, non-transferable right to access and use the Platform and Our Content for the duration of these Terms, solely for your internal business purposes. The rights granted are granted to you only, and not to anyone else and cannot be assigned, delegated, transferred, sublicensed or novated.
YOUR LICENSE TO US
You acknowledge and agree that we may remove all characteristics from the data that allow it to identify any subject and then use, copy, modify, transmit, sell, exploit, create derivative works from, or distribute all such data, statistical data, or aggregated data you submit to us within the Platform.
Subscribers: In consideration of our limited license to you to access and use the Platform, you irrevocably grant us an unlimited, royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to include your business name or logo in a list of customers on our website and other promotional material, provided that you can deny us this right at any time by submitting a written notice, requesting to be excluded from promotional material. Any other use, such as case studies or use as a reference, shall require your prior written approval.
Users: You are responsible for all communications, text, images, video, audio or other material and information that you upload or transmit on or through the Platform (“User Content”). We are allowed to use any and all of the User Content for any reason we choose and without any payment to you. You grant us and our business partners, from the time of uploading or transmission of the User Content, an unlimited, royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, transmit, reproduce, distribute, adapt, modify, translate and import the User Content, including, all copyrights, trademarks, patents, and other intellectual and proprietary rights related to them, in any current or future media, for any purpose, without any payment to you. You waive any moral rights you may have in User Content to the maximum extent allowed by the laws of your jurisdiction. You represent and warrant that none of the User Content will be subject to any obligation, whether of confidentiality, attribution or otherwise, on our part and we will not be liable for any use or disclosure of User Content. You further represent and warrant that you own or have a right to share any User Content and that the User Content shall not violate the rights (including the privacy or intellectual property rights) of any person. We are entitled to remove any User Content if, in our opinion, that User Content does not comply with the requirements of these Terms.
We are not responsible or liable to any third party, for the content or accuracy of any User Content provided by you.
Termination and Suspension
Subscribers: A Subscriber may, at any time, terminate or suspend its corporate subscription to the Platform or terminate these Terms by notifying us in writing, but any subscription fees already paid are generally non-refundable, unless we agree otherwise with you. A Subscriber may terminate an individual User account by contacting us.
User: A User can terminate its individual User account by contacting its Subscriber. A User must contact its Subscriber to remove the User’s personal information from the Platform.
On termination of a User account, at the Subscriber’s option, we will either return the User’s personal information to the Subscriber or delete or dispose of the User’s personal information. We will confirm in writing when we have done this. The provisions of this section do not apply to the extent we are required by applicable law to retain or store the personal information.
Our rights: Use and access to our Platform is contingent on your compliance with these Terms. We have the right to suspend or terminate your subscription, individual account(s) and/or access to the Platform if: (a) you have (or are about to) violate any provision of these Terms; or (b) we no longer offer the Platform in your region; (c) you are A Subscriber that has failed to pay any required fees owing to us; or (d) doing so would be in our best interests, for example if the Platform becomes obsolete or unusable for the purposes for which we entered into these Terms. The actions described above are not limited, and we are entitled to take all other actions that we reasonably believe are appropriate.
On termination of your account you must immediately stop all activities authorised by these Terms, including your use of the Platform, and you will not be entitled to any refunds and we shall have no liability to you
The provisions of sections 8, 9, 13, 14, 18, 19 and 21 survive termination or expiry of this Agreement. Any amounts owed by a party to the other party before termination remain owed after termination.
THIRD PARTY TOOLS AND CONTENT
The Platform may include content or tools from third parties. We do not monitor or have any control or input over these content or tools. We provide access to these content and tools ‘as is’ and ‘as available’ without any warranties, representations or conditions of any kind and without any endorsement. We are not responsible or liable for the availability or accuracy of these content or tools, for your use of these tools and content, or for any dealings you may have with any third party in connection with or as a result of these content or tools. Any use by you of tools or content offered through the Platform is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms and policies on which any content or tools are provided by the relevant third party provider(s).
LINKS TO THIRD PARTIES
Certain information, products and services available through the Platform may include materials from third parties. The Platform may contain links to third party websites that are not affiliated with us. These links are provided for your convenience only and do not amount to an endorsement of any information or materials contained on those sites. We are not responsible for examining or evaluating and have no control over the information, products, services or materials on or available from third parties or third party websites or their availability or accuracy. We do not warrant and have no liability or responsibility for any third party materials or websites, or for any other information, products or services of third parties. You use and access these at your own risk. We are not liable for any harm, loss or damages related to the purchase or use of goods, services, resources, materials, or any other transactions made in connection with any third party websites. You should carefully review the third party’s policies and practices and make sure you understand them before you engage in any transaction. You must direct any complaints, claims, concerns, or questions regarding third party products to the relevant third party.
WARRANTIES AND DISCLAIMERS
Your Responsibilities
WHEN USING THE PLATFORM YOU ARE RESPONSIBLE FOR THE CONSEQUENCES OF ALL INFORMATION AND INSTRUCTIONS YOU PROVIDE US AND THAT WE FOLLOW. THE EPPIONE PARTIES HAVE NO LIABILITY OR OTHER RESPONSIBILITY FOR INACCURACY OR INCOMPLETENESS, OR YOUR INABILITY TO USE THE PLATFORM, TO THE EXTENT YOU PROVIDE ANY INACCURACY OR INCOMPLETE INFORMATION OR INSTRUCTIONS.
THE PLATFORM AND OUR CONTENT HAVE NOT BEEN DEVELOPED TO MEET YOUR SPECIFIC REQUIREMENTS. WE PROVIDE THE PLATFORM AND OUR CONTENT FOR GENERAL INFORMATIONAL PURPOSES ONLY AND YOU SHOULD NOT RELY ON INFORMATION OBTAINED FROM THE PLATFORM OR OUR CONTENT. ALTHOUGH WE MAKE EVERY ATTEMPT TO COLLECT INFORMATION FROM RELIABLE SOURCES, WE CANNOT AND DO NOT WARRANT THE ACCURACY OR SUITABILITY OF ANY OF THE INFORMATION PROVIDED. YOU AGREE THAT YOU ARE USING YOUR OWN JUDGMENT IN USING THE PLATFORM AND OUR CONTENT AND YOU AGREE THAT YOU ARE DOING SO AT YOUR OWN RISK. NO EPPIONE PARTY IS LIABLE FOR ANY DECISION, ACT OR OMISSION MADE BY ANYONE CONNECTED WITH USE OF THE PLATFORM OR OUR CONTENT.
AVAILABILITY
WE CANNOT GUARANTEE THAT YOUR ACCESS TO THE PLATFORM AND OUR CONTENT WILL BE UNINTERUTPED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, NO EPPIONE PARTY IS LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSSES, CLAIMS, DAMAGES, OR REFUNDS OR FOR ANY OTHER RECOURSE, IF THE PLATFORM IS UNAVAILABLE OR ACCESS TO IT BECOMES SLOW OR INCOMPLETE FOR ANY REASON.
WARRENTES
WE PROVIDE THE PLATFORM AND OUR CONTENT ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ANY WARRANTIES, GUARANTEES, UNDERTAKINGS OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, COMPATIBILITY, SECURITY, LEGALITY, ACCURACY, OR WARRANTIES IMPLIED BY USAGE OF TRADE OR CUSTOM OF DEALING. WE DO NOT REPRESENT, WARRANT OR GUARANTEE THAT: (A) THE PLATFORM OR OUR CONTENT (OR ANY PART OF THEM) WILL ALWAYS BE AVAILABLE, ACCURATE, COMPLETE, CURRENT, UNINTERRUPTED, ERROR-FREE, TIMELY, OR THAT DEFECTS WILL BE CORRECTED; (B) THE QUALITY OF THE PLATFORM OR OUR CONTENT (OR ANY PART OF THEM) WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (C) THE PLATFORM OR OUR CONTENT (OR ANY PART OF THEM), OR THE NETWORKS OR SERVERS THAT MAKE THEM AVAILABLE, WILL BE SECURE OR FREE FROM VIRUSES, BUGS, MALWARE, OTHER HARMFUL ELEMENTS OR OMISSIONS; OR (D) THE PLATFORM OR OUR CONTENT (OR ANY PART OF THEM) WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA.
LIABILITY
TO THE FULLEST PERMITTED BY APPLICABLE LAW, NO EPPIONE PARTY IS LIABLE FOR: ANY (A) DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE; OR (B) ANY LOSS OF PROFITS, INCOME, REVENUES, WORK STOPPAGE, GOODWILL OR REPUTATION, DATA, CONTRACTS, USE, OPPORTUNITY, BUSINESS, ANTICIPATED SAVINGS OR ANY SIMILAR LOSSES OR DAMAGES; OR (C) ANY OTHER LOSS OR DAMAGE OF ANY KIND, HOWEVER ARISING, EVEN IF FORESEEABLE, ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM, THE MATERIALS, THESE TERMS, OR FROM USE OF, OR INABILITY TO USE, THE PLATFORM (OR ANY PART OF IT) OR THE INFORMATION DISPLAYED ON IT (INCLUDING ANY ERRORS, INACCURACIES OR OMISSIONS IN THAT INFORMATION) OR ANY FAULTS, INTERRUPTIONS OR DELAYS IN CONNECTION WITH THE PLATFORM. FOR ANY LIABILITY WHICH CANNOT LAWFULLY BE EXCLUDED BUT CAN BE LIMITED THE TOTAL LIABILITY OF THE EPPIONE PARTIES COLLECTIVELY WILL NOT EXCEED IN AGGREGATE FOR ALL CLAIMS €10.
Nothing in these Terms excludes or limits our liability to the extent it cannot be excluded or limited by applicable law.
The limitations and exclusions in these Terms apply each and every liability arising under or in connection with these Terms, whether in contract, tort (including breach), statute, misrepresentation, restitution or any other legal theory.
When we use the term “Eppione Party” in sections 18 and 19, we mean us and our affiliates and business partners and our and their respective directors, officers, shareholders, employees, affiliates, agents, contractors, suppliers and licensors, joint venture partners, successors, transferees and assignees.
INDEMNITY
YOU AGRREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS EACH EPPIONE PARTY, ON DEMAND, FROM AND AGAINST ANY AND ALL CLAIMS, CAUSES OF ACTION, DAMAGES, LOSSES, LIABILITIES, JUDGMENTS, AWARDS, PENALTIES, SETTLEMENTS, FINES, COSTS AND EXPENSES, (INCLUDING LEGAL FEES AND EXPENSES), SUFFERED, INCURRED OR PAID OUT BY AN EPPIONE PARTY THAT ARISES OUT OF: (A) YOUR INFRINGEMENT OF ANY APPLICABLE LAW; (B) YOUR ACCESS OR USE OF THE PLATFORM OR OUR CONTENT; OR (C) YOUR VIOLATION OF THESE TERMS OR ANY OTHER AGREEMENT WITH US; OR (D) ANY CLAIM THAT USER CONTENT INFRINGES OR IS ALLEGED TO INFRINGE ANY APPLICABLE LAW OR THE LEGAL RIGHTS (INCLUDING THE PRIVACY OR INTELLECTUAL PROPERTY RIGHTS) OF ANY OTHER PERSON.
FEES
Some aspects of Platform may require you to pay a fee, and you agree that you will provide accurate and complete payment information to us or the third-party payment provider used by us.
You agree to pay all fees and applicable taxes incurred by you or anyone using an account registered to you.
If you fail to pay any fees you owe to us or we have to refund someone due to unauthorised use of a payment made from your account, we may, in our sole discretion, suspend or terminate your account without warning or notice.
GENERAL
Relationship: Nothing in these Terms shall be construed to create a partnership, agency, joint venture or employment relationship between you and us. You have no right or authority to incur any liability debt or cost or enter into any contracts or other arrangements in our name or on behalf of us.
Entire agreement: These Terms (and any other terms, policies or operating rules that we provide to you when you engage with a feature of the Platform), are the only agreement between you and us regarding the Platform, and supersede all previous agreements , promises, representations, warranties and understandings between you and us regarding the Platform. We each acknowledge that, in entering into these Terms, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written between us before the date of the order. No terms in any purchase order or other document delivered by you shall be deemed to amend the terms of this Agreement and any such additional or inconsistent terms shall be deemed unacceptable to and rejected by us.
Force Majeure: We are not responsible or liable for any failures or delays that arise from any cause outside our control.
Feedback: By sending us suggestions or other feedback regarding the Platform, you agree that we can use and share such feedback for any purpose without payment or obligation to you.
Assignment and transfers: You are not allowed to assign, novate or transfer any of your rights or obligations under these Terms to anyone unless we agree in writing in advance. We may assign, novate, transfer or subcontract any or all of our rights and obligations under these Terms to another organisation without your consent. We will tell you in writing if this happens.
Third parties: These Terms are personal to you and there are no third-party beneficiaries to these Terms.
Waiver: If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
Severability: Each of the paragraphs of these Terms operates separately. If a court of competent jurisdiction determines any provision or part-provision of these Terms to be invalid, illegal or unenforceable, it will be deemed deleted, but that does not affect the validity and enforceability of the rest of the Terms.
Interpretation: When we use the words “writing” or “written” in these Terms, this includes emails. In these Terms, the singular includes the plural and the masculine includes the feminine and neuter and vice versa. The section headings do not form a part of these Terms. Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.
Governing Law & Forum: The existence, formation, interpretation, operation and termination of these Terms and any claim, matters or disputes arising out of or in connection with them (whether contractual or non-contractual), are governed by and interpreted in accordance with the laws of Ireland. The courts of Ireland have exclusive jurisdiction to hear and determine any claim, matter or dispute (whether contractual or non-contractual) between you and us arising out of or in connection with these terms. However, this does not prevent us from instituting proceedings outside of Ireland.
CONTACTING US
If you have any questions, requests or complaints regarding these Terms please contact us using the following information:
| Email: | info@eppione.com | |
| Postal address: | Eppione Solutions Ltd 3-129 WeWork, 2, Dublin Landings Northwall Quay Dublin 1 Ireland |