PROCUREMENTEXPRESS.COM SERVICE AGREEMENT TERMS & CONDITIONS BACKGROUND:
SRO Software Ltd t/a ProcurementExpress.com having its office at Warrenstown House, Warrenstown, Dunboyne, Co. Meath, Ireland.
Being the provider of certain online software products and is prepared to provide them to you (called “you” and the “User”) on the terms and conditions set out below.
2.1. ProcurementExpress.com agrees to provide you with the ProcurementExpress.com on -line purchase order system (the “Service”), subject to the terms of this Agreement.
2.2. No Assignment or Sub-licence. The User may not assign or sub-license the benefit or burden of this agreement without the prior written consent of ProcurementExpress.com. ProcurementExpress.com can freely assign the benefit or burden of this agreement.
2.3 User Hardware/Software Requirements. The User must maintain a broadband connection to the hardware for which the Service is required.
3.1. Fees. The User agrees to pay to ProcurementExpress.com a service fee in accordance with the package selected. All Fees are to be paid monthly or annually in advance by credit or debit card.
3.2. VAT. Unless expressly quoted as including VAT, all prices are exclusive of Value Added Tax or any other government taxes or duties which, if applicable, shall be paid by the User.
4.1. Warranty. ProcurementExpress.com warrants that, subject to compliance by the User with its obligations under this agreement, the Service will perform in all material respects for a period of 12 months from the date of this Agreement (the “Warranty Period”).
4.2. Selection. The User accepts responsibility for the selection of the Service to achieve its intended results.
4.3. No Other Warranties. Except where required by applicable law, the above warranties are ProcurementExpress.com’s only warranties. ProcurementExpress.com makes no additional representations or warranties, and disclaims all warranties, representations, and liabilities, whether express or implied, arising from contract or tort (except fraud), imposed by statute or otherwise, relating to the Service, including any warranties as to merchantability, fitness for purpose, or correspondence with description. In particular, ProcurementExpress.com does not warrant that the use of the Service will be uninterrupted or error-free.
4.4. Limitation of Liability. The total liability of ProcurementExpress.com, whether in contract, tort or otherwise and whether in connection with this licence or any collateral contract shall in no circumstances exceed a sum equal to the Fee paid by the User in the 12 month period prior to any such alleged liability arising. Notwithstanding anything to the contrary in this Agreement, ProcurementExpress.com shall not be liable to the other by reason of any representation or warranty, condition or other term or any duty of common law, or under the express terms of this Agreement, for any consequential, special, incidental or punitive loss or damage (whether for loss of current or future profits, loss of enterprise value or otherwise) and whether occasioned by its negligence of the respective parties, or that if its employees or agents or otherwise, even if advised of the possibility of such damages.
4.5. Non-Excludable Liability. Nothing in this Agreement shall exclude or limit the liability of ProcurementExpres.com for death or personal injury resulting from the negligence of ProcurementExpress.com or any of its employees or agents, nor shall they operate to exclude or limit any statutory rights, which cannot be legally excluded, or limited, including the statutory rights of a consumer.
5.1. The User acknowledges that ProcurementExpress.com is dependent on other external suppliers of services (including web hosting, hardware supply and support, remote back-up and disk mirroring) in providing application support services to the User and the User recognizes that ProcurementExpress.com can only rely on those suppliers pursuant to their individual terms and conditions and service level agreements. In the event that ProcurementExpress.com experiences difficulties with one or more of its suppliers it will advise the User of this and keep the User informed of progress towards rectifying any such problems. ProcurementExpress.com will not however be responsible for any loss of any nature caused to the User as a result of difficulties with any of the ProcurementExpress.com suppliers.
6.1. Non-Payment. In the event that the Fees are not paid in accordance with this agreement, the User will be notified that the Service is being suspended until payments are made up to date. If no payment is received within 30 days, the Service will be suspended and Data will only be returned to the User on payment of all outstanding Fees. In the event that no payment is received for a period of 60 days, ProcurementExpress.com reserves the right to destroy the Data.
6.2. This agreement shall be terminable by either party on provision of 1 months written notice to the other party at the address set forth above and neither party shall have any further obligation to each other, save for the payment of any outstanding Fee due on the termination date.
6.2. Consequences of Termination. On expiry or termination of this Agreement, all
Services granted to the User under this Agreement shall cease and ProcurementExpress.com will be entitled to suspend the operation of the Service.
7.1. Parties Bound. This Agreement shall be binding upon and run for the benefit of the parties, their successors and permitted assigns.
7.2. Entire Agreement. This Agreement constitutes the entire agreement and under- standing between the parties with respect to their subject matter, and except as expressly provided, supersede all prior representations, writings, negotiations or understandings with respect to that subject matter. The User acknowledges that the Service and all intellectual property rights associated with the Service is/are owned by ProcurementExpress.com and the User has no rights or title whatsoever to the Service or any aspect of it.
7.3. Further Assurance. Each party shall do and execute, or arrange for the doing and executing of, each necessary act, document and thing reasonably within its power to implement this Agreement.
7.4. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Ireland, and shall be subject to the exclusive jurisdiction of the Irish courts.
7.5 Entire Agreement. This Agreement constitutes the whole and only agreement between the parties relating to the provision of Service and/or hardware support. Except to the extent repeated in this Agreement, this Agreement supersedes and extinguishes any pre-existing agreement between the parties. Each party acknowledges that in entering into this Agreement it is not relying upon any pre-contractual statement which is not set out in this Agreement
DATA TRANSFER AGREEMENT
In connection with the Services agreement outlined above, certain personal data concerning data subjects may be transferred from the User (called the “Data Exporter”) to ProcurementExpress.com (called the “Data Importer”). This Agreement is intended to govern such transfers.
The Data Exporter warrants and undertakes that:
1.1 The personal data (as defined in the General Data Protection Regulation (GDPR) (EU) 2016/679) has been collected, processed and transferred in accordance with the laws applicable to the Data Exporter.
1.2. It has used reasonable efforts to determine that the Data Importer is able to satisfy its legal obligations under this Agreement.
1.3. It will respond to enquiries from data subjects and the authority concerning processing of the personal data.
1.4. It will make available, upon request, a copy of this Agreement to data subjects.
1.5. It has in place appropriate technical and organisational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.
1.6. It will process the personal data for purposes described in Schedule 2, and has the legal authority to give the warranties and fulfill the undertakings set out in this Agreement.
1.7. Upon reasonable request of a data subject, it will submit its data processing facilities, data files and documentation needed for processing to reviewing, auditing and/or certifying by the data subject to ascertain compliance with its obligations.
1.8. It will process the personal data, at its option, in accordance with the Data Protection Acts 1988-2003. It will be solely responsible for encryption and decryption of data transferred pursuance to the Service.
The Data Importer will act solely as a Data Processor under the General Data Protection Regulation (GDPR) (EU) 2016/679 and warrants and undertakes that it will process data received from the Data Exporter in accordance with the obligations of a Data Processor under the General Data Protection Regulation (GDPR) (EU) 2016/679.
The parties agree that the data transferred pursuant to the Service may contain confidential business information which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency.
As provided in the (as defined in the General Data Protection Regulation (GDPR) (EU) 2016/679), the Data Exporter acknowledges that data subjects must, whether directly or via a third party, be provided with the personal information about them that an organisation holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature. Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles. A data subject must also be able to object to the processing of the personal data relating to him if there are compelling legitimate grounds relating to his particular situation.
All such requests will be dealt with by the Data Exporter.