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IMX TECHNOLOGY LIMITED – GENERAL TERMS AND CONDITIONS OF SERVICE
These terms and conditions of service, together with the relevant Order Confirmation(s) and/or associated Proposal Document establish the terms and conditions under which IMX Technology Limited will provide services to the Company, to which conditions the parties hereby agree.
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1.\\tServices and Payment
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1.1\\t The Company shall pay IMX Technology the charges as set out in the Order Confirmation and/or associated Proposal Document on or before the dates set out in those documents.
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1.2\\t In consideration of payment by the Company of the charges as per clause 1.1 above, IMX Technology will grant the Company during the specified Term a non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for the purposes stated in the Order Confirmation and/or associated Proposal Document, in each case (i) in compliance with these Terms and Conditions, and (ii) to the extent permitted under all applicable laws and regulations (foreign and domestic). Notwithstanding the foregoing, the Company shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Services; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (iii) engage in any activity that interferes with or disrupts the Services; or (iv) engage in any fraudulent activity or activity that facilitates fraud.
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1.3\\t The Services referred to in these Terms and Conditions are those described in the relevant Order Confirmation(s) and/or associated Proposal Document.
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1.4\\t IMX Technology shall be entitled to charge the Company any charges specified in the Order Confirmation.
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2.\\tWarranties
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2.1\\t The Company hereby warrants and represents that it has complied with all applicable requirements of the Data Protection Act, 1988 and the General Data Protection Regulation 2016/679.
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2.2\\t In relation to any data supplied by the Company, the Company hereby warrants that it is free to provide such data and that the data does not in any way infringe the intellectual property rights or other rights of any third party or breach any duty of confidence owed to or the right of privacy of any person and are not defamatory of any person or entity.
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3.\\tIndemnity
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The Company hereby fully indemnifies IMX Technology and its officers, members and employees from and against all loss and damage cost and expense (including legal fees on an indemnity basis) arising directly or indirectly out of any breach or alleged breach by the Company of any of its representations, warranties, obligations or undertakings contained in these Terms and Conditions.
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4.\\tLimitation of Liability
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4.1\\t Subject to the provisions of clause 4.2 and 4.3 hereof IMX Technology’s aggregate liability for any breach or breaches of the provisions of these Terms and Conditions or for any acts or omissions on the part of IMX Technology, its employees, servants or agents shall be limited to damages of an amount not exceeding 10% of the IMX Technology Charges payable in respect of any period of the Term prior to its expiry or termination.
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4.2\\t IMX Technology shall not be liable to the Company in any event in respect of any loss of profit, damage to goodwill/reputation or any type of special, indirect or consequential loss.
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4.3\\t Without prejudice to the generality of any exclusion or limitation of liability IMX Technology shall not be liable for any failure to perform any obligation hereunder (or for any resulting loss, damage, cost or expense) arising out of any act of God, war, riot, civil commotion, fire, flood, act of terrorism, embargo, adverse weather conditions, explosion impact, industrial action by any persons (whether or not an employee of IMX Technology), restriction or failure of IMX Technology’s normal suppliers to make delivery or otherwise to perform any service required of them, or any other circumstance (whether similar or dissimilar to any of the foregoing) outside IMX Technology's reasonable control. For the avoidance of doubt it is the responsibility of the Company to insure against all eventualities, failures, errors and omissions.
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4.4\\t The Company agrees that all implied duties or obligations (whether statutory or otherwise) relating to the sale of goods or the supply of goods or services are excluded from IMX Technology's obligations hereunder.
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4.5\\t The Company agrees that IMX Technology is in no way liable for any overload of the IMX Technology hardware or software platform for any reason whatsoever or for any loss or damage arising therefrom.
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4.6\\t Each of the foregoing limitations of liability shall only be construed as limiting or excluding IMX Technology's liability to the extent permitted by statute and shall be read and construed accordingly.
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5.\\tBreach
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5.1\\t If the Company is in breach of any provision of the Terms and Conditions (including but not limited to a failure to pay any part of the IMX Technology Charges promptly as and when due) IMX Technology may without prejudice to any other rights and remedies and in its sole and absolute discretion remove the Company’s access to IMX Technology's Platform and may stop the Company’s use thereof until such breach has been remedied by the Company.
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5.2\\t Furthermore if IMX Technology shall become aware that the Company is or may be in breach of any of its representations, warranties, undertakings or obligations hereunder and bona fide forms the view that the continued provision of the Services in accordance with these Terms and Conditions would or might render IMX Technology liable to third parties, then without prejudice to any other rights or remedies of IMX Technology in respect thereof and whether or not such liability to third parties has been or shall be proved, IMX Technology may remove the Company’s access to IMX Technology's Platform and may stop the Company’s use thereof.
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5.3\\t Without prejudice to any of its other rights or remedies and in the event of any breach or apparent breach by the Company resulting in any loss to IMX Technology, it shall be entitled to impose a lien over any Company data or materials, or dispose of same without incurring any liability whatsoever.
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6.\\tTerm and Termination
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6.1\\t The Term of these Terms and Conditions shall commence as from the Commencement Date and continue in force for the Term specified in the Order Confirmation but subject to earlier termination under the terms hereof.
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6.2\\t Either party (\\\"The Terminating Party\\\") may terminate the Term of these Terms and Conditions with immediate effect by giving written notice to the other party upon becoming aware that any of the following events have occurred:
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6.2.1\\t The other party (\\\"The Other Party\\\") has committed a material breach of these Terms and Conditions and if such breach is capable of remedy, has failed to remedy the breach within 28 days after receiving notice from the Terminating Party specifying the breach complained of and requiring the breach to be remedied
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6.2.2\\t The Other Party has committed any material breach of these Terms and Conditions which is not capable of remedy
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6.2.3\\t A resolution has been passed authorising the issue of a notice (or a notice has been issued) convening a meeting of shareholders to consider a resolution for, or petition has been presented (and not set aside within 28 days of its presentation) of the winding up of the Other Party or the Other Party goes into liquidation (other than the winding up for the purposes of a solvent amalgamation or reconstruction) or the Other Party (if an individual) has been declared a bankrupt
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6.2.4\\t The Other Party has become insolvent within the meaning of any applicable law or has become unable to pay its debts as they fall due.
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6.3\\t The expiry or termination of the Term of these Terms and Conditions for any reason shall be without prejudice to any other rights or remedies of the parties hereto.
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7.\\tAssignment, Novation and Sub-contracting
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7.1\\t The Company agrees that IMX Technology may assign, novate or otherwise dispose of its rights and/or obligations as set out in the Order Confirmation and/or associated Proposal Document (in whole or in part) i) to any Third Party as part of a bona fide solvent reorganisation or voluntary liquidation; ii) to any Third Party that purchases IMX Technology or any part of IMX Technology.
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7.2\\t The Company agrees that IMX Technology may sub-contract the performance of elements of its obligations as set out in the Order Confirmation and/or associated Proposal Document as it sees fit. In this case, IMX Technology shall be primarily responsible for performance of its Sub-Contractors in relation to the provision of the Services.
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8.\\tConfidentiality
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The parties agree to treat as secret and confidential and not at any time for any reason disclose or permit to be disclosed to any person (other than their respective professional advisors or as may be required by law) or otherwise make use of or permit to be made use of any unpublished information relating to the other party, its business, trade secrets, know how, business strategy, plans or finances published or unpublished publications, client customer or supplier details or any such information relating to a subsidiary, supplier, customer or client or the terms of any contracts between either of the parties and a third party where the information was received during the course of or as a result of these Terms and Conditions. For the avoidance of doubt this clause shall survive expiry or termination of the Term of these Terms and Conditions.
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9.\\tProperty
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9.1\\t Nothing in these Terms and Conditions shall be considered to be a grant of any rights to or over IMX Technology hardware or IMX Technology software and all property whether real property or intellectual property under the possession, power or control of IMX Technology shall remain the property of IMX Technology without any encumbrance.
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9.2\\t The Company acknowledges and agrees that all Intellectual Property Rights in the IMX Technology software including but not limited to the stadium mapping software, ticket allocation software, customer management software and backend software are the property of IMX Technology absolutely and nothing herein grants any legal or equitable interest in such Intellectual Property Rights whatsoever. If necessary, the Company will do all necessary things or execute any necessary documents to give effect to this clause.
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10.\\tMiscellaneous
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A.\\t These Terms and Conditions constitute the entire agreement and understanding between the parties with respect to the provision of the Services. It may not be amended, varied, waived, added to, extended or changed in any way unless agreed to in writing by both the parties.
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B.\\t The laws of Ireland shall govern these Terms and Conditions and the courts of Ireland shall have exclusive jurisdiction.
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C.\\t All sums mentioned in these Terms and Conditions are exclusive of any Value Added Tax that may be payable thereon.
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D.\\t Should any provision of these Terms and Conditions be deemed unenforceable or illegal, the remaining provisions will nevertheless continue in full force and effect to the maximum extent permissible by law.
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E.\\t The headings used herein are solely for convenience and will not be used in interpreting the contents of these Terms and Conditions.
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F.\\t Any Schedules or any other documents annexed to these Terms and Conditions referred to herein form part of these Terms and Conditions.
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G.\\t These Terms and Conditions may not be assigned or transferred by the Company.
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H.\\t These Terms and Conditions may be executed in any number of counter parts, each of which will form an original.
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