StubbsGazette Terms Of Service

Contents

Acceptance of Terms & Conditions

Changes to Terms & Conditions

Privacy

Subscription & Billing

Right to Terminate

Account Access

Account

No Warranty

Liability

Copyright

Service Testing

Links and Pages

Governing Law

Acceptance of Terms & Conditions

These Terms & Conditions, which include our Privacy Policy govern your use of the StubbsGazette service, including all features, functionalities, reports, our website and user interfaces, and all content and software associated therewith (the StubbsGazette service, Service or Services). By using, visiting, or browsing the StubbsGazette service, you accept and agree to be bound by these Terms & Conditions. If you do not agree to these Terms & Conditions, you should not use the StubbsGazette service, including our website and user interfaces.

Changes to Terms & Conditions

StubbsGazette reserves the right, from time to time, with or without notice to you, to change these Terms & Conditions, including the Privacy Policy, in our sole and absolute discretion. The most current version of these Terms & Conditions can be reviewed by visiting our website and clicking on “Terms & Conditions” located at the bottom of the pages of the StubbsGazette website. The most current version of the Terms & Conditions will supersede all previous versions.

Privacy

In accessing this website you accept that the electronic mail and other transmissions passing over the Internet may not be free from interference by outside third parties and may not remain confidential: in consequence StubbsGazette cannot guarantee the privacy or confidentiality of any information relating to you passing over the Internet. For information about StubbsGazette’s data protection policies, please read our privacy policy. This policy explains how StubbsGazette treats your personal information and protects your privacy, when you use our Service.

StubbsGazette has systems in place which are designed to maintain a suitable control environment around the Company’s Data and that StubbsGazette will notify the Company immediately in the event of a security breach, actual or suspected, concerning the Company’s Data and will engage with the Company in respect of any external communications or notifications required in respect of the breach”.

Subscription & Billing

The Customer shall pay the Subscription Fees to the Supplier for the Services in accordance with this clause

1.1 The Supplier shall invoice the Customer for payment of Subscription Fees at the time they Subscription Fees are expressed to be payable in accordance with Schedule 1 (of your Master Agreement). All invoices shall be directed to the Customer and shall take into account all credits and allowances which have been accrued in the previous period.

1.2 The Customer shall pay the Subscription Fees which have become payable in accordance with Schedule 1 within 30 days of receipt of an invoice from the Supplier (“Due Date”).

1.3 If the Supplier has not received payment within 30 days after the Due Date, and without prejudice to any other rights and remedies of the Supplier:

• the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
• interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Central Bank of Ireland at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.

1.4 All amounts and fees stated or referred to in this agreement:

• shall be payable in Euros;
• are, subject to a Liability clause (see Liability section below) non-cancellable and non-refundable;
• are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.

1.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the Services at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

1.6 If Customer places debts for recovery

• Customer agrees to assign the accounts to StubbsGazette for a period of not less than six months.
• The Customer agrees to pay commission as outlined in the order on all accounts placed for recovery from the date of placement for a period not less than six months.
• TheAccounts placed for recovery by customer cannot be de-listed or closed without payment of a service fee within the 6 months since placement.
• Service fee payable by customer for premature closure will not exceed 10% of the balance submitted for collection.

Right to Terminate

This agreement shall, unless otherwise terminated as provided in this clause, commence on the Effective 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:

• either party notifies the other party of termination, in writing, at least 12 months 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
• 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.

1.1 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if:

• the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
• an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or
• an order is made for the appointment of an Examiner to the other party, or documents are filed with a court of competent jurisdiction to petition for the appointment of an Examiner to the other party; or
• a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
• the Customer is made a Bankrupt.
• the other party makes any arrangement or composition with its creditors; or
• the other party ceases, or threatens to cease, to trade; or
• there is a Change of Control of the other party; or
• the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

1.2 On termination of this agreement for any reason:

• (all licences granted under this agreement shall immediately terminate;
• 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;
• the Supplier may destroy ,keep or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, after the effective 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. The Supplier 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 the Supplier in returning or disposing of Customer Data; and
• the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

Account Access

As a user of the Service, you may establish an account (“Account”). Your Account information should not be disclosed to anyone else. You are solely responsible for maintaining the confidentiality and security of your Account and for all activities that occur on or through your Account, and you agree to immediately notify StubbsGazette of any security breach of your Account. StubbsGazette shall not be responsible for any losses arising out of the unauthorised use of your account.

Account

You agree to provide accurate and complete information when you register with, and as you use, the Service (“Registration Data”), and you agree to update your Registration Data to keep it accurate and complete. You agree that StubbsGazette may store and use the Registration Data for use in maintaining your Account.

No Warranty

The Services are provided on an as is basis. As such no representations, conditions, warranties or other terms of any kind are given in respect of the Services, and all statutory warranties and conditions are excluded to the fullest extent possible. StubbsGazette does not take any responsibility for any content accessed through use of the Services. Any use or reliance on any content obtained by you through use of the Services is at your own risk. StubbsGazette does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any content accessed using the Services. Under no circumstances will StubbsGazette be liable in any way for any content accessed, or any loss or damage of any kind incurred as a result of the accessing by you of the Services. You accept responsibility for the selection of and use of the Services to achieve your intended results.

Liability

This clause sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:

• arising under or in connection with this agreement;
• in respect of any use made by the Customer of the Services and Documentation or any part of them; and
• in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

1.1 Except as expressly and specifically provided in this agreement:

• 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. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;
• 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
• the Services and the Documentation are provided to the Customer on an "as is" basis.

1.2 Nothing in this agreement excludes the liability of the Supplier:

• for death or personal injury caused by the Supplier's negligence;
• for fraud or fraudulent misrepresentation; or
• for penalty or remedy applied under GDPR by a supervisory authority or a court

1.3 Subject to clause 11.2 and clause 11.3 (of your Master Agreement):

• the Supplier 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
• the Supplier's total aggregate liability in contract (including in respect of the indemnity at clause 10.2 (of your Master Agreement)), 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 Services by the Customer during the 12 months immediately preceding the date on which the claim arose.

Copyright

The Customer acknowledges and agrees that the Supplier owns 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, or in, patents, copyrights, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

1.1 The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

Service Testing

From time to time, we test various aspects of our Service, including our website, user interfaces, Service levels, plans, promotions, features, availability of data, delivery, and pricing, and we reserve the right to include you in or exclude you from these tests without notice.

Links and Pages

StubbsGazette is not responsible for the offerings of any linked third party websites or the content, privacy policies or Terms & Conditions of these websites or applications. You acknowledge and agree that StubbsGazette is not responsible or liable for, and does not otherwise warrant, the actions of these third parties, the products or contents on their websites, or the performance of any applications and devices. These linked websites have separate and independent privacy statements, notices and Terms & Conditions, which we recommend you read carefully.

Governing Law

These Terms & Conditions shall be governed by and construed in accordance with the laws of Ireland and the parties submit to the non- exclusive jurisdiction of the Irish courts. This will not prevent BPSG LTD T/A StubbsGazette from pursuing any claims in respect of a breach of these Terms & Conditions or otherwise in any other jurisdiction in the world. Any users of StubbsGazette who access the website from jurisdictions outside of Ireland are responsible for ensuring that they comply with any applicable local laws.