The Terms and Conditions set out below govern your use of Iviand’ app/software. By continuing with installation of the app/software, you are deemed to have agreed to these terms. In the event that you do not agree, please do not proceed with installation or use of the app/software and contact support@iviand.com.

TERMS AND CONDITIONS AND PARTIES

The Terms and Conditions set out below are issued by Catersoft Solutions Private Limited trading as “Iviand”. For the purposes of these Terms and Conditions, the “Client” shall mean any individual or group that uses Iviand’ app/software for professional or personal purposes.

The Client represents and warrants that it has the power and authority to execute these Terms and Conditions

These Terms and Conditions are between the Client and Iviand. The Client’s relationship is solely with Iviand as the entity providing the app/software

PAYMENT INFORMATION

All app fees will be charged to the merchant via the Clover app market by direct debit.

All fees are exclusive of taxes, which we will charge as applicable. The Client agrees to pay any taxes

Without limiting its other rights or remedies, Iviand shall have the right to suspend or terminate the App/software entirely or in part if payment is not received within thirty (30) days of the fee note date. The Client shall be responsible for all taxes, such as VAT, sales and use tax, gross receipts tax, withholding tax, and any similar tax, imposed on or in connection with the App/software.

RESPONSIBILITIES OF THE CLIENT

The Client shall ensure that each member of the Client Group cooperates with Iviand in connection with the performance of the App/software

The Client shall be responsible for the performance of the personnel and agents of the Client Group, for the timeliness, accuracy and completeness of all data and information inputted into the App/software.

Iviand may use and rely on information and data furnished by the Client Group or others without verification. Iviand will not be responsible for the consequences of this data or information not being complete, accurate or current.

Except as otherwise stated, the Client shall be solely responsible for, among other things: (A) making all decisions and performing all functions; (B) evaluating the adequacy and results of the App/software; (C) accepting responsibility for the results of the App/software; and (D) establishing and maintaining internal controls, including, without limitation, monitoring ongoing activities.

TERM

(a) These Terms and Conditions may be terminated by Iviand at any time, with or without cause, by giving written notice to the Client not less than 30 days before the effective date of termination, provided that, in the event of a termination for cause, the breaching party shall have the right to cure the breach within the notice period if the breach is capable of remedy.

(b) These Terms and Conditions may be terminated by either party by written notice with immediate effect if any of the following events occur:

(i) the other party passing a resolution for its winding-up or a court of competent jurisdiction making an order for the other party’s winding-up or dissolution;

(ii) the making of an administration order in relation to the other party, or the appointment of a receiver over, or an encumbrancer taking possession of or selling, an asset of the other party;

(iii) the other party making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally; or

(iv) any event analogous to those set out in paragraphs (i) to (iii) in any relevant jurisdiction.

(c) Iviand may terminate these Terms and Conditions with immediate effect upon written notice to the Client if Iviand determines that (a) a governmental, regulatory, or professional entity, or an entity having the force of law has introduced a new, or modified an existing, law, rule, regulation, interpretation, or decision, the result of which would render Iviand’ performance of any part of the Terms and Conditions illegal or otherwise unlawful or in conflict with independence or professional rules, or (b) circumstances change (including, without limitation, changes in ownership of the Client or any of its affiliates) such that Iviand’ performance of any part of the Terms and Conditions would be illegal or otherwise unlawful or in conflict with independence or professional rules or Iviand policy.

(d) Upon termination of the Terms and Conditions, the Client will compensate Iviand for the App/software provided and expenses incurred up to the effective date of termination.

(e) Client can terminate this contract anytime by uninstalling the app thus also discontinuing with any web services associated with the app.

OWNERSHIP OF IVIAND PROPERTY AND WORK PRODUCTS

To the extent that a Client utilises or develops any property (whether tangible or intangible), such property, including work papers, shall remain the property of the Iviand. On payment of Iviand fees due, each Beneficiary shall only obtain a non-exclusive license to use within the Client Group, subject to the other provisions of these Terms and Conditions. Iviand shall have ownership (including, without limitation, copyright and other intellectual property ownership) of any data input into the App/software and all rights to use and disclose its ideas, concepts, know-how, methods, techniques, processes and skills, and adaptations thereof in conducting its business, and the Client shall ensure that the Client Group does not assert or cause to be asserted against Iviand or its personnel any prohibition or restraint from so doing.

LIMITATION ON DAMAGES

(a) Iviand shall not be liable, whether in contract, tort, including negligence, or otherwise to the Client Group for any claims, liabilities, losses, damages, costs or expenses (“Claims”) relating to or arising out of or in connection with these Terms and Conditions or the App/software for an aggregate amount in excess of the fees invoiced and received by Iviand (net of VAT and expenses) for the App/software which are the subject of Claims, except to the extent finally judicially determined to have resulted primarily from the fraud of Iviand.

(b) In no event shall Iviand be liable, whether in contract, tort, including negligence, or otherwise for any losses resulting from third party claims, claims for loss of use, contracts, data, goodwill, revenues or profits, (whether or not deemed to constitute direct losses) or wasted management or staff time or any consequential, special, indirect, incidental, punitive, or exemplary loss, damage, or expense relating to or arising out of or in connection with these Terms and Conditions or the App/software (including the performance, non-performance or delayed performance by Iviand of any obligations under or in connection with the App/software) which may have been or may be suffered by any person howsoever caused and whether or not this could have been reasonably foreseen by Iviand.

(c) Nor shall Iviand be liable, whether in contract, tort, including negligence, or otherwise, for any Claims arising out of the use of the App/software for a purpose other than the purpose for which they were provided by Iviand;

(d) The Client agrees that any liability which Iviand may have to the Client Group under or in connection with these Terms and Conditions for any losses suffered by the Client Group shall (so far as permitted by law) be limited to such an amount as is finally determined to be just and equitable, having regard to the extent of responsibility of Iviand, the Client Group (including the Client Group’s directors, officers, employees or agents), and any person other than Iviand who is jointly or severally liable to the Client for all or part of the said losses suffered by the Client Group. Any limitation or exclusion or restriction on the liability of any such other person under any jurisdiction, whether arising under statute or contract or tort or resulting from death, bankruptcy or insolvency, or any settlement of such liability agreed with the Client Group, shall be ignored for the purposes of determining whether that other person is liable to the Client and the extent of responsibility of that other person to the Client in assessing any liability of Iviand.

(e) In circumstances where all or any portion of the provisions of this Clause are finally judicially determined to be unavailable, the aggregate liability of Iviand and their respective personnel for any Claims shall not exceed an amount which is proportional to the relative fault that their conduct bears to all other conduct giving rise to such Claims.

(f) Iviand accepts no responsibility for any database errors, omissions or inaccuracies and accept no responsibility if the Client relies on such information. It is the responsibility of the Client to verify the accuracy of all information provided by the app/software.

(g) Nothing in these Terms and Conditions shall exclude, restrict (or prevent a claim being brought in respect of) any liability of a party for (i) death or personal injury caused by the negligence of that party; (ii) any fraudulent pre-contractual misrepresentations on which either party can be shown to have relied; or (iii) any other liability which by the governing law of these Terms and Conditions cannot be excluded or limited.

FORCE MAJEURE

Neither party shall be liable for any delays or non-performance resulting from circumstances or causes beyond its reasonable control, including, without limitation, acts or omissions or the failure to cooperate by the other party (including, without limitation, entities or individuals under its control, or any of their respective officers, directors, employees, other personnel and agents), fire or other casualty, act of God, epidemic, strike or labour dispute, war or other violence, or any law, order, or requirement of any governmental agency or authority.

LIMITATION ON ACTIONS

No action, regardless of form, relating to these Terms and Conditions or the App/software, may be brought by either party more than two years after the cause of action has accrued under the applicable law.

CONFIDENTIALITY

(a) To the extent that, in connection with these Terms and Conditions, Iviand comes into possession of any information, trade secrets or other proprietary information relating to the Client Group which is either designated by the disclosing party as confidential or is by its nature clearly confidential (the “Confidential Information”), Iviand shall not disclose such Confidential Information to any third party without the Client’s consent. The Client hereby consents to Iviand disclosing such Confidential Information (i) to legal advisors, auditors, insurers or as may be required by law, regulation, judicial or administrative process, or in accordance with applicable professional standards, or in connection with potential litigation; or (ii) to any person to the extent such Confidential Information (A) shall have otherwise become publicly available (including, without limitation, any information filed with any governmental agency and available to the public) other than as the result of a disclosure by Iviand in breach hereof, (B) becomes available to Iviand on a non-confidential basis from a source other than the Client which Iviand believes is not prohibited from disclosing such information by a confidentiality obligation to the Client Group, (C) is known by Iviand prior to its receipt from the Client Group without any obligation of confidentiality with respect thereto, or (D) is developed by Iviand independently of any disclosures made by the Client Group to Iviand of such information.

(b) The Client shall keep confidential any methodologies and technology used by Iviand in connection with the App/software.

ASSIGNMENT

Neither party may assign or otherwise transfer these Terms and Conditions without the prior express written consent of the other. Neither party will directly or indirectly agree to assign or transfer to a third party any claim against the other party arising out of these Terms and Conditions.

INDEMNIFICATION

(a) The Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless Iviand against all Claims incurred in connection with any third party claim, except to the extent finally and judicially determined to have resulted directly from the fraud of Iviand. In circumstances where all or any portion of the provisions of this paragraph are finally judicially determined to be unavailable, the aggregate liability of Iviand for Claims shall not exceed an amount which is proportional to the relative fault that their conduct bears to all other conduct giving rise to such Claims.

MARKETING MATERIAL

Iviand is permitted to use the Client’s service marks, logos, and/or branding in external publicity material without such other party’s prior written consent as and when reasonably required.

USE OF CLIENT NAME

Notwithstanding anything herein to the contrary, Iviand may use the name of the Client and their use of the App/software in marketing and publicity materials, as an indication of its experience, and in internal data systems.

DATA PROTECTION

In providing the App/software to the Client, Iviand may process personal data within the meaning of the Data Protection Acts 1988 and 2003 (the “Data Protection Acts”). Iviand complies with the Data Protection Acts and nothing in these terms will create a duty, warranty or obligation in relation to compliance with the Data Protection Acts, nor shall they create any liabilities for Iviand in the event of non-compliance by Iviand with any term or provision of the Data Protection Acts in connection with App/software provided to the Client.

NOTICE

Any notices to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post or by facsimile or by electronic mail and shall be deemed to have been received by the addressee within 3 business days of posting or 1 business day of transmission if sent by facsimile or by electronic mail to the correct facsimile number (with correct answerback) or correct electronic mail address.

GOVERNING LAW AND SUBMISSION TO JURISDICTION

These Terms and Conditions, including exhibits and all matters relating to it, shall be governed by, and construed in accordance with, the laws of Ireland (without giving effect to choice of law principles). Any action or proceeding arising out of or relating to these Terms and Conditions or the App/software shall be brought and maintained exclusively in the Courts of Ireland. The parties hereby expressly and irrevocably (i) submit to the exclusive jurisdiction of such courts for the purposes of any such action or proceeding and (ii) waive, to the fullest extent permitted by law, any defence of inconvenient forum to the venue and maintenance of such action in any such courts.

ELECTRONIC COMMUNICATIONS

(a) Except as instructed otherwise in writing, each party may assume that the other approves of properly addressed facsimile, email (including email exchanged via Internet media) and voicemail communication of both sensitive and non-sensitive documents and other communications concerning these Terms and Conditions, as well as other means of communication used or accepted by the other.

(b) It is recognised that the internet is inherently insecure and that data can become corrupted, communications are not always delivered promptly (or at all), and that other methods of communication may be appropriate. Electronic communications are also prone to contamination by viruses. Each party will be responsible for protecting its own systems and interests and, to the fullest extent permitted by law, will not be responsible to the other on any basis (contract, tort or otherwise) for any loss, damage or omission in any way arising from the use of the Internet or from access by Iviand personnel to networks, applications, electronic data or other systems of the Client Group.

ENTIRE AGREEMENT, MODIFICATION AND EFFECTIVENESS

(a) These Terms and Conditions supersede any previous agreement, understanding or communication, written or oral, relating to its subject matter.

(b) No variation to these Terms and Conditions shall be effective unless it is documented in writing and signed by authorised representatives of both parties.

LIMITATION ON WARRANTIES

Iviand warrants that the App/software will be provided with reasonable skill and in good faith. The express representations, warranties and obligations of Iviand in these Terms and Conditions are made expressly in place of and to the exclusion (to the fullest extent permitted by law) of all other representations, terms and conditions, express or implied, statutory or otherwise, relating to anything supplied or to be supplied and services provided or to be provided by or on behalf of Iviand under or in connection with these Terms and Conditions, including without limitation any implied terms as to performance, fitness for a particular purpose, satisfactory quality or otherwise relating to the App/software or any part.

OTHER CLIENTS

Nothing in these Terms and Conditions will prevent or restrict Iviand, from providing the App/software to other clients, subject to the obligations of confidentiality set out above even if those other clients’ interests are in competition with the Client Group.

STAFF

(a) The Client will not offer employment to any Iviand staff member or induce or solicit any such person to take up employment with the Client Group; nor will the Client Group use the services of any such person, either independently or via a third party, for a period of six months following the end of any involvement by that person with any engagement for the Client. Breach of this condition will render the Client liable to pay Iviand liquidated damages, the rate of which will be determined by the Iviand Board and at a minimum be equal to the three times the existing salary of the individual concerned.

By installing Iviand, you are agreeing to the terms and conditions listed above.