Terms

                                 SAAS TERMS OF SERVICE

1.INTERPRETATION

The definitions and rules of interpretation in this clause apply in this agreement.

Agreement: means these Terms of Service together with any Order Forms agreed between the parties and any ancillary agreements or documents referred to herein.

Affiliates: means any entity directly or indirectly controlling or controlled by or under direct or indirect common control with another entity; and “control” means the power, directly or indirectly, to direct, or cause the direction of the management and policies of an entity through the ownership of voting securities, by contract or otherwise.

Authorised Users:  those employees, contractors, subcontractors, and agents who are authorised by Client to use the Services.

Business Day:  a day other than a Saturday,Sunday or public holiday in Ireland when banks in Dublin are open for business.

Client Data: the information and data (including PersonalData) inputted by Client, Authorised Users, or Armstrong on Client’s behalf forthe purpose of using the Services or facilitating Client’s use of the Services.

Confidential Information: all documentation, technical information, software, business information, feedback, trade secrets or knowhow or other materials of a confidential nature or that are disclosed in confidence by either party to the other during the term of this contract.

DPA: the Data Processing Agreement attached at Schedule 1.

Data Protection Laws: means the provisions of the EUGeneral Data Protection Regulation 2016/679 (the “GDPR”) as amended or replaced from time to time, and any regulations or statutory instrument senacted thereunder, and any other applicable legislation relating to the collection, processing, transfer, or retention of personal data.

Effective Date: the date as set out on the Order Form.

Fees: the fees for the Services as set out in the Order Form.

Initial Term: the initial term of this agreement as set out in the Order Form.

Normal Business Hours: 9.00 am to 5.30 pm local Irish time, each Business Day.

Personal Data: means any and all personal data including sensitive personal data within the meaning of the Data ProtectionLaws in respect of which Client is a data controller and which will be processed in the performance of the Services under this Agreement whether that data or information is in oral, visual or written form or is recorded in any other medium.

Renewal Term:  the period described in anOrder Form.

Services:  the Software and any other services as more particularly described in the Order Form.

Software:  the online software applications provided by Armstrong as part of the Services.

Term: has the meaning given in Clause 12.1(being the Initial Term together with any subsequent Renewal Terms).

Third Party Providers: means third party entities engaged by Armstrong to provide services which services are delivered as part of the Services or are delivered alongside the Services. The Third Party Providers are listed inSchedule 1.

Virus:  any thing or device (including any software, code, file or programme) which may: prevent, impair or other wise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Clause, schedule and paragraph headings shall not affect the interpretation of this agreement. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.Reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. A reference to writing or written includes faxes and e-mail.

2. ACCESS TO SERVICES

2.1 Subject to the terms and conditions of this agreement, Armstrong hereby grants to Client a non-exclusive, non-transferable right, without the right to grant sublicences, of access to and use of theServices during the Term.

2.2 Client may designate an Authorised User as an administrator (or “master” administrator) with control over Client’s service account, including management of Authorised Users and Client Data. Client is fully responsible for its choice of administrator and any actions they take.Client agrees that Armstrong’s responsibilities do not extend to the internal management or administration of the Services for Client.

2.3 In relation to the Authorised Users, Client undertakes that:

2.3.1 each Authorised User shall keep a secure password for their use of the Services and that each Authorised User shall keep his password confidential; and

2.3.2 if through any investigation it is revealed that any password has been provided to any individual who is not an Authorised User, then without prejudice to Armstrong’s other rights, Armstrong shall promptly disable such passwords and shall not issue any new passwords to any such individual.

2.4 The Services are not intended for, and may not be used by, anyone under the age of 16. Client is responsible for ensuring thatall Authorised Users are at least 16 years old.

2.5 If Client receives access to the Services on a free or trial basis or as an alpha, beta or early access offering (“Trials andBetas”), use is permitted only for Client’s evaluation during the period designated by Armstrong or agreed in the Order. Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason.Trials and Betas may be incomplete or include features that Armstrong may never release, and their features and performance information are Armstrong’sConfidential Information. Notwithstanding anything else in this Agreement, Armstrong provides no warranty or indemnity for Trials and Betas and its liability forTrials and Betas shall not exceed €100.

3. CLIENT’SOBLIGATIONS

3.1 Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Armstrong.

3.2 Client shall be responsible for the acts and omissions of its Affiliates and Authorised Users who access the Services, as though they were the acts and omissions of Client. Client agrees to indemnify Armstrong, its Affiliates, Third Party Providers and subcontractors against any claims, costs, losses, damages or liability arising from the acts or omissions of itsAffiliates and Authorised Users.

3.3 Client shall not during the course of its use of theServices access, store, distribute or transmit any Viruses, or any material that (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; or (ii) facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence; or(iii) is discriminatory or otherwise illegal or causes damage or injury to any person or property; (iv) contains any unsolicited or unauthorized advertising, promotional or marketing materials; or (v) encourages conduct that could constitute a criminal offense, give rise to civil liability or other wise violate any applicable law or regulation.

3.4 Client shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement; (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of theServices in any form or media or by any means; (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Services; (iii) access all or any part of the Services in order to build a product or service which competes with the Services; or (iv) workaround any technical limitations in the Services.

3.5 Client shall (i) comply with all applicable laws and regulations with respect to its activities under this Agreement including DataProtection Laws; (ii) obtain and shall maintain all necessary licences, consents, and permissions necessary for Armstrong, its Third Party Providers and subcontractors to perform their respective obligations under thisAgreement; and (iii) ensure that its network and systems comply with specifications provided by Armstrong and will be solely responsible for procuring and maintaining its network connections and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Client’s network connections or telecommunications links.

3.6 Without prejudice to Armstrong’s other rights in law or equity, Armstrong reserves the right, without liability to Client, to suspend or disable Client’s or any Authorised Users access to the Services where Client breaches the provisions of this clause 3 and Client shall not thereby be entitled to claim any refund or compensation for such suspension.

4. FEES ANDPAYMENT

4.1 Armstrong shall invoice Client and Client shall pay the Fees in accordance with the provisions of the Order Form and this clause 4.Fees for Renewal Terms are as specified in the Order Form or if not specified shall be at Armstrong’s then-current rates, regardless of any discounted pricing in a prior Order.

4.2 If Armstrong has not received payment of Fees within fifteen (15) days after the due date, and without prejudice to any other rights and remedies of Armstrong,  Armstrong may, without liability toClient, disable Client’s password, account and access to all or part of theServices and Armstrong shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid. In addition, interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8 percentage points above the European Central Bank’s reference rate or if such rate shall exceed any applicable permissible legal interest rate, then at the highest legally permissible rate, commencing on the due date and continuing until fully paid, whether before or after judgment.

4.3 All amounts stated or referred to in this Agreement are non-cancellable and non-refundable unless stated elsewhere in the Agreement and are exclusive of all sales, use, value-added, withholding and other taxes and duties which shall be added to Armstrong’s invoice(s) at the appropriate rate. Client will pay all taxes and duties (including withholding tax) assessed in connection with this Agreement. Client shall pay all Fees in full without set off or counterclaim.

4.4 Where any usage limitations are indicated on an OrderForm, Armstrong shall notify Client in the event of such limitations being breached at any time together with details of increased rates to apply to continued usage during the billing period.

4.5 Armstrong reserves the right to change the Fees and/or to institute new charges and fees at the end of the Initial Term or then-current Renewal Term, upon thirty (30) days prior notice to Client (which may be sent by email)

5. SUPPORT ANDMAINTENANCE

5.1 Client may contact Armstrong for support in relation to the Services through the following channels : phone, email, instant messaging, ticketing system.

5.2 From time to time it may be necessary for Armstrong to complete maintenance on the Armstrong system. If the maintenance is likely to result in unavailability of the Services, then Armstrong will endeavour to advise Client in advance. Unscheduled maintenance in respect of a significant event may be required to be performed at any time without notice.

6. WARRANTIES ANDDISCLAIMER

6.1 Each party warrants that it has the full corporate power (i) to enter into this Agreement, (ii) to carry out its obligations hereunder, and (iii) to grant the rights herein granted to the other party.

6.2 Client warrants that Client Data, material, content or links provided to Armstrong by or on behalf of Client: (i) are owned byClient or are provided with the express consent from the third party holding any ownership rights (including copyright) over such material, or, alternatively, are in the public domain, and are not owned by any third party or otherwise covered by copyright laws; (ii) do not breach the rights of any person or entity, including rights of publicity, privacy, or under applicable DataProtection Laws or direct marketing laws and are not defamatory; and (iii) do not result in consumer fraud (including being false or misleading), product liability, tort, breach of contract, breach of Intellectual Property, injury, damage or harm of any kind to any person or entity.

6.3 Other than with respect to the express warranties set forth herein, the Services are provided “as is” and all warranties express or implied, representations, conditions and all other terms of any kind what so ever implied by statute or common law, including those of non-infringement, merchantability and fitness for a particular purpose, all are, to the fullest extent permitted by applicable law, are hereby disclaimed and excluded by Armstrong from this Agreement. Client is solely responsible for determining the suitability of the Services for its use in light of any applicable legislationor regulations including without limitation Data Protection Laws.

6.4 Armstrong does not warrant that Client’s use of theServices will be uninterrupted or error-free or that the Services will operate in combination with third party services used by Client save where otherwise agreed. The Service may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. Armstrong is not responsible for any delays, delivery failures, or other damage resulting from the transfer of data over communications networks and facilities, including the internet.

6.5 Client may choose to use the Services with third-party platforms. Use of third-party platforms is subject to Client’sagreement with the relevant provider and not this Agreement. Armstrong does notcontrol and has no liability for third-party platforms, including theirsecurity, functionality, operation, availability or interoperability or how thethird-party platforms or their providers use Client Data. If Client enables athird-party platform with the Services, Armstrong may access and exchangeClient Data with the third-party platform on Client’s behalf.

6.6 Armstrong reserves the right to introduce new orenhanced features and functionalities to the Services.

7. PROFESSIONALSERVICES AND INTEGRATIONS

7.1 Any additional Services requested by Client shall beagreed in an Order Form. Client will give Armstrong timely access to any Clientmaterials reasonably needed for the additional Services, and if Client fails todo so, Armstrong’s obligation to provide the Services will be excused untilaccess is provided. Armstrong will use Client materials only for purposes ofproviding the Services. Client may use Services deliverables only as part ofits authorized use of the Service, subject to the same terms as for the Servicein clause 2 and clause 3.

7.2 From time to time, Armstrong may assist Client, atClient’s request, to integrate the Services with the services of third partieswith whom Client has independently contracted (“Client’s Contractors”). Suchintegrations will be completed and deployed as part of the Services and will besubject to acceptance by Client prior to deployment, thereinafter the “AcceptedIntegration”. Save to the extent that any liability, loss, damage or claimarises in whole or in part as a consequence of Armstrong’s material breach ofthis Agreement, negligence or wilful default, Armstrong disclaims allresponsibility for the actions of Client’s Contractors for loss, damages orclaims arising from Accepted Integrations. Subject to the foregoing, Armstrongmake no representations or warranties as to the suitability of Client’sContractors or of the successful integration of Armstrong Services with theservices of Client’s Contractors.

8. DATA

8.1 In providing its Services under this Agreement, Armstrongmay be required to process Personal Data on Client’s behalf. In suchcircumstances, the parties record their intention that Client and itsAffiliates (as applicable) shall be the data controller and Armstrong shall bea data processorand each party shall comply with the DPA.

8.2 The Services are provided on a software-as-a-servicehosted basis. As such, Client authorizes Armstrong to permit Armstrong’s ThirdParty Providers, including its host provider, to act as subprocessors and tohave access certain same data, including Client Data. These Third PartyProviders are only permitted to process this data for the purposes of providingtheir specifically contracted services to Armstrong.

8.3 Where Third Party Providers are used, Client acknowledgesthat Armstrong makes no representation or warranty in respect of Third PartyProviders software and/or services and, that these are provided subject to, andwith the benefit of, the terms of such Third Party Providers.

8.4 Client acknowledges that Armstrong may collect anduse anonymised data from the Software relating to outcomes, usage data andother information solely for the purposes of improving the user experience andproviding value added services. This data shall be irreversibly anonymised andshall therefore no longer be considered personal data under the Data ProtectionLaws. Client shall ensure that its privacy policy expressly includes this rightalso.

8.5 Subject to clause 8.6 in the event of any loss ordamage to Client Data which Armstrong processes, Client’s sole and exclusiveremedy against Armstrong in respect of any loss of Client Data shall be for Armstrongto use reasonable commercial endeavours to restore the lost or damaged ClientData from the latest back-up of such Client Data maintained by Armstrong. Armstrongshall not be responsible for any loss, destruction, alteration or disclosure ofClient Data caused by reasons outside the control of Armstrong or a Third PartyProvider.

8.6 Save for its obligations under Data Protection Lawsand data back up as set out in Clause 8.5, Armstrong and its licensors, agentsor subcontractors shall not be responsible or liable for (i) the use, deletion,correction, destruction, damage, loss or failure to store any data, or (ii) anyunauthorised access to, or alteration of, transmissions or data, or anymaterial, information or data sent or received.

8.7 The Software may also contain links to third-partywebsites ("Third-Party Sites") and third-party content("Third-Party Content"). The Client and each Authorised User may usesuch links to Third-Party Sites and any Third-Party Content or service providedthere at their own risk. Armstrong does not monitor or have any control over,and makes no claim or representation regarding, Third-Party Content orThird-Party Sites. A link to a Third-Party Site or Third-Party Content does notimply the Armstrong’s endorsement, adoption or sponsorship of, or affiliationwith, such Third-Party Site or Third-Party Content. Armstrong accepts noresponsibility for reviewing changes or updates to, or the quality, content,policies, nature or reliability of, Third-Party Content or Third-Party Sites.When an Authorised User leaves the Software, these Terms no longer governs. TheClient and each Authorised User are responsible for reviewing the applicableterms and policies, including, without limitation, privacy and data gatheringpractices of any Third-Party Site, and the Client and Authorised User shouldmake whatever investigation he/she/it feels necessary or appropriate beforeproceeding with any transaction with any third party.

9. INTELLECTUALPROPERTY RIGHTS

9.1 Client acknowledges and agrees that Armstrong and/orits licensors own all intellectual property rights in the Services. Except asexpressly stated herein, this agreement does not grant Client any rights to,under or in, any patents, copyright, database right, trade secrets, tradenames, trade marks (whether registered or unregistered), or any other rights orlicences in respect of the Services. To the extent that any modifications orimprovements to the Services and Software are carried out under or inconnection with this Agreement, whether by Armstrong alone or jointly withClient, and whether based on ideas or suggestions from Client, all intellectualproperty rights to such underlying ideas and in any resulting improvement ormodifications shall be assigned to and shall vest with and be solely owned by Armstrongand/or its licensors.

9.2 Client shall own all right, title and interest in andto all of Client Data (that is not personal data) and shall have soleresponsibility for the legality, reliability, integrity, accuracy and qualityof all such Client Data.

10. INDEMNITY

10.1    Armstrong will indemnify Client inrespect of any and all damage, awards of damages, losses, costs, expenses, fees(including the reasonable legal fees), fines and penalties to the extentarising out of claims by third parties that the Services infringes a third-party’scopyright, trademark existing or patent granted as of the date of delivery inany country in which the Services are delivered. If Services are or are likelyto be held to be infringing, Armstrong will at its expense and option either:(i) procure the right for Client to continue using it, (ii) replace it with anon-infringing equivalent, (iii) modify it to make it non-infringing, or (iv)terminate this Agreement and refund to Client fees paid for any unused portionof the Services.

10.2    Notwithstanding the above, Armstrongshall have no liability to Client to the extent that any claim is based upon(i) modifications to the Services made by anyone other than Armstrong; (ii) aclaim for which Client must indemnify Armstrong below; (iii) combination of theServices with software not provided by Armstrong or specified in any agreeddocumentation; (iv) Client’s failure to use modifications to the Servicesprovided by Armstrong to avoid infringement or misappropriation; (v)unauthorised use of the Services; or (vi) any Trials and Betas or other free orevaluation use.

10.3    Client shall indemnify Armstrong,its Affiliates, Third Party Providers and subcontractors from and against allthird party claims, suits, demands and actions and for resulting damages,awards of damages, losses, costs, expenses and liabilities (including anyregulatory fines and reasonably legal fees) that result or arise from; (i)unauthorised use of the Services or infringement of Armstrong’s or a ThirdParty Provider’s Intellectual Property (ii) material breach of this Agreementincluding any warranties or representations or obligations and (iii) any breachof applicable law including violations of third party rights due to Client’suse of the Services.

10.4     If any action shall bebrought against one of the parties hereto in respect to which indemnity may besought against the other party (the “Indemnifying Party”) pursuant to clause10.1 or clause 10.3, the Indemnifying Party’s obligation to provide suchindemnification will be conditioned on prompt notice of such claim (includingthe nature of the claim and the amount of damages and nature of other reliefsought) being provided to the Indemnifying Party by the party against whichsuch action is brought (the “Indemnified Party”).  The Indemnified Partyshall cooperate with the Indemnifying Party in all reasonable respects inconnection with the defense of any such action at the expense of theIndemnifying Party.  The Indemnifying Party will, upon written notice tothe Indemnified Party, conduct all proceedings or negotiations in connectionwith the action, assume the defense thereof, including settlement negotiationsin connection with the action, and will be responsible for the costs of suchdefense, negotiations and proceedings.  The Indemnifying Party will havesole control of the defense and settlement of any claims for which it providesindemnification hereunder, provided that the Indemnifying Party will not enterinto any settlement of such claim without the prior approval of the IndemnifiedParty, which approval will not be unreasonably withheld.  The IndemnifiedParty shall have the right to retain separate counsel and participate in thedefense of the action or claim at its own expense.

10.5    The rights granted to Client underClause 10.1 shall be Client’s sole and exclusive remedy and Armstrong’s entireliability for any alleged or actual infringement of intellectual propertyrights of any third party.

11. LIMITATION OFLIABILITY

11.1    Nothing in this Agreement limitsor excludes liability of either Party in respect of any claims for death orpersonal injury caused by negligence, fraud or any other liability which cannotbe excluded or limited by law.

11.2    To the maximum extent permitted byapplicable law, Armstrong will not have any liability to Client for any lostprofits, loss of business, loss of revenue, loss of data, reputational damage,or for any indirect, special, incidental, punitive, or consequential damageshowever caused and under any theory of liability whether or not Armstrong hasbeen advised of the possibility of such.

11.3    Subject to clauses 2.5, 11.1 and11.2, to the maximum extent permitted by applicable law, Armstrong’s and itsAffiliates total aggregate liability arising out of or related to this Agreementor the Services or any Third Party Providers’ services under any theory of law(including liability for negligence or breach of statutory duty or an indemnityclaim) shall not exceed the total amount of the Fees paid by Client in thethree months preceding the claim under which the liability has arisen.

11.4 You understand and agree that, when using artificialintelligence technologies, output generated from the Services may not always beaccurate. Therefore, you must evaluate any output for accuracy for your usecase and shall not rely on any output generated from the Services as asubstitute for professional advice.

12. TERM ANDTERMINATION

12.1 This Agreement shall commence on the Effective Dateand shall unless otherwise terminated as provided in this Clause 12 continuefor the Initial Term and, thereafter, this agreement shall automatically renewfor the Renewal Terms unless  either party notifies the other partyof termination, in writing, at least 30 days before the end of the Initial Termor any Renewal Term, in which case this agreement shall terminate upon theexpiry of the applicable Initial Term or Renewal Term or otherwise terminatedin accordance with the provisions of this agreement. The Initial Term togetherwith any subsequent Renewal Terms shall constitute the Term. If Armstrongwishes to modify pricing for the Services for such a Renewal Term it may do soin accordance with clause 4.

12.2 Trials and Betas shall run for the period indicatedon an Order Form. Where Trials and Betas end and the parties wish to contractfor the continued provision of the Services, a new Order Form shall be agreed.

12.3 Either party shall be entitled to terminate theAgreement on written notice in the event of:

  12.3.1 a material breach of this Agreement by theother party which, if capable of remedy, is not remedied by the defaultingparty within fifteen days of its receipt of written notice of the breach fromthe non-defaulting party;

  12.3.2. fraud or wilful default of the otherparty; or

  12.3.3 the other party becoming insolvent orunable to pay its debts when due (as defined by applicable law) or has aliquidator, receiver or manager appointed to it, or a winding-up orderinstituted against it.

12.4 On termination of this agreement for any reason:

  12.4.1 all licences granted under this agreementshall immediately terminate and all right to access the Services shallimmediately terminate;

  12.4.2 each party shall return and make no furtheruse of any equipment, property, documentation and other items (and all copiesof them) belonging to the other party;

  12.4.3 Upon receipt of a written request, Armstrongshall use reasonable commercial endeavours to deliver a back-up of Client Datato Client within 30 days of its receipt of such a written request, providedthat Client has at that time paid all fees and charges outstanding at andresulting from termination. If Armstrong does not receive any such requestwithin 30 days of the date of termination, it may destroy or otherwise disposeof any of Client Data in its possession; and

12.4.4 any rights, remedies, obligations or liabilitiesof the parties that have accrued up to the date of termination, including theright to claim damages in respect of any breach of the agreement which existedat or before the date of termination shall not be affected or prejudiced.

13.CONFIDENTIALITY

13.1 Each Party (the “Receiving Party”) acknowledgesthat, in the course of this Agreement, it may obtain Confidential Informationfrom the other Party, (the “Disclosing Party”). The Receiving Party shall keepin confidence all Confidential Information disclosed by the Disclosing Partyand shall not use Confidential Information except in furtherance of thisAgreement. The Receiving Party shall not disclose any Confidential Informationto any person without the Disclosing Party’s prior written consent except thatthe Receiving Party may disclose the Confidential Information to its officers,employees, independent contractors and agents (“Representatives”) on a“need-to-know” basis, provided that such Representatives are bound by a writtenagreement with materially the same terms and conditions as this clause 13 andthe Receiving Party remains ultimately liable for any breach thereof.

13.2 The obligations of confidentiality shall continueduring the term of this Agreement and thereafter, unless and until suchConfidential Information falls within one of the exceptions outlined in clause13.3.

13.3 This clause 13 shall not apply with respect toinformation the Receiving Party can document: (a) is in the public domain as aresult of no act or omission of the Receiving Party or its employees or agents;(b) is received by the Receiving Party from third parties without restrictionand without breach of a duty of nondisclosure by such third party; (c) wasindependently developed by the Receiving Party without reliance on theConfidential Information; or (d) is required to be disclosed by operation of lawor by order of a court or administrative body of competent jurisdiction(provided that, where permitted under law, prior to such disclosure, theReceiving Party shall first give notice to the Disclosing Party such that theDisclosing Party has the opportunity to contest such order or requirement ofdisclosure or seek appropriate protective order).

13.4 Any breach or threatened breach by the receivingparty of an obligation under this Agreement may cause the Disclosing Partyimmediate and irreparable harm for which damages alone may not be an adequateremedy.  Consequently the Disclosing Party has the right, in addition toother remedies available at law or in equity, to seek injunctive relief againstthe receiving party (and its agents, assigns, employees, officers anddirectors, personally) or to compel specific performance of this clause.

13.5 A party must notify the Disclosing Party in writing,giving full details known to it immediately, when it becomes aware of anyactual, suspected, likely or threatened breach by any person of any obligationin relation to the Confidential Information, or any actual, suspected, likelyor threatened theft, loss, damage, or unauthorised access, use or disclosure ofor to any Confidential Information

14. FORCE MAJEURE

Armstrong shall have no liability to Client under thisagreement if it is prevented from or delayed in performing its obligationsunder this agreement, or from carrying on its business, by acts, events,omissions or accidents beyond its reasonable control, including, withoutlimitation, strikes, lock-outs or other industrial disputes (whether involvingthe workforce of Armstrong or any other party), failure of a utility service ortransport or telecommunications network, act of God, war, riot, civil commotion,malicious damage, compliance with any law or governmental order, rule,regulation or direction, accident, breakdown of plant or machinery, fire,flood, storm, pandemic, epidemic, provided that Client is notified of such anevent and its expected duration. In such circumstances the affected party shallbe entitled to a reasonable extension of the time for performing suchobligations, provided that if the period of delay or non-performance continuesfor three (3) months, the party not affected may terminate this Agreement bygiving one calendar month written notice to the other party.

15. DISPUTERESOLUTION

15.1    Subject to clause 15.4 below, inthe event of any dispute, difference or question arising out of, or inconnection with, this Agreement or its formation (a dispute): (i) the partyclaiming that a dispute has arisen must give written notice to the other partysetting out full particulars of the dispute; and representatives of Armstrongand Client shall (a) each use best efforts to resolve the dispute through goodfaith negotiations and informal dispute resolution techniques; and (b) continueto perform their obligations under this Agreement as far as possible as if thedispute had not arisen, pending final settlement of the dispute.

15.2    If a dispute cannot be resolvedpursuant to the provisions of clause 15.1 within fourteen (14) days, thatdispute shall be referred to a senior representative of Armstrong and of Clientfor resolution.

15.3    If a dispute cannot be resolved bythe Parties’ respective senior representative pursuant to clause 15.2 withinfourteen (14) days, then either party may resort to such other methods ofdispute resolution as may be available to them (including, for the avoidance ofdoubt, litigation).

15.4    Clauses 15.1 – 15.3 (inclusive)shall be without prejudice to the rights of termination stated in clause 12 andin addition shall not prevent Armstrong or Client from applying for injunctiverelief in the case of: (i) breach or threatened breach of confidentiality; (ii)infringement or threatened infringement of its Intellectual Property rights; or(iii) infringement or threatened infringement of the Intellectual Propertyrights of a third party, where such infringement could expose Armstrong orClient to liability.

16. MISCELLANEOUS

16.1    No forbearance, delay or grantingof time by either party in or before enforcing the Agreement shall prejudiceits rights. 

16.2    If any provision (or part of aprovision) of this Agreement is found by any court or administrative body ofcompetent jurisdiction to be invalid, unenforceable or illegal, the otherprovisions shall remain in force. If any invalid, unenforceable or illegalprovision would be valid, enforceable or legal if some part of it were deleted,the provision shall apply with whatever modification is necessary to giveeffect to the commercial intention of the parties.

16.3    This Agreement (which includes allOrder Forms and the DPA), and any documents referred to in it, constitute thewhole agreement between the parties and supersede any previous arrangement,understanding or agreement between them relating to the subject matter theycover.

16.4    Either party may assign all of itsrights and obligations under this Agreement to (i) an Affiliate, (ii) apurchaser of all or substantially all assets related to this Agreement, or(iii) a third party participating in a merger, acquisition, sale of assets orother corporate reorganization in which Armstrong is participating. Any attemptto assign this Agreement in violation of this provision shall be void and of noeffect.

16.5    Neither party may publiclyannounce this Agreement except with the other party’s prior consent or asrequired by applicable laws. However, Armstrong may include Client and itstrademarks in Armstrong’s customer lists and promotional materials but willcease this use at Client’s written request.

16.6    Nothing in this Agreement isintended to or shall operate to create a partnership or joint venture betweenthe parties, or authorize either party to act as agent for the other.

16.7    Any notice to be given by eitherparty for the purposes of the Agreement shall be sent by mail/email to thecontact party whose details are set out in the Order Form. A notice delivered(i) by hand shall be deemed to have been received when delivered or if deliveryis not in business hours, at 9am on the first business day following delivery,(ii) by post if correctly addressed by prepaid registered delivery shall bedeemed delivered two days from the date of posting and five days for pre-paidregistered airmail, and (iii) by email shall be deemed to have been received at9.00am on the next working day (being a day other than a Saturday, Sunday orbank holiday when banks in Ireland are open for business) after transmission.

16.8    The following Clauses shallsurvive the termination or expiration of this Agreement: clause 3, 4, 6, 8, 9,10, 11, 12, 13 and this clause 16.

16.9    No variation of this Agreementshall be valid or effective unless it is in writing, refers to this Agreementand is duly signed or executed by, or on behalf of, each party.

16.10  This Agreement may be executed in any numberof counterparts, each of which when executed and delivered shall constitute anoriginal of this Agreement, but all the counterparts shall together constitutethe same agreement.

16.11 This Agreement and any disputes or claims arising out of or in connection withit are governed by and construed in accordance with the laws of the Republic ofIreland. The parties irrevocably agree that the courts of the Republic ofIreland have exclusive jurisdiction to settle any dispute or claim that arisesout of or in connection with this Agreement or its subject matter or formation(including non- contractual disputes or claims).

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