Terms and Conditions

1. Definitions and Interpretation

In these Baily Labs Terms and Conditions and the Order Form, the following terms shall have the following meanings:

1.2 Interpretation

In the Agreement unless the context otherwise requires: clause headings are for ease of reference only; words in the singular include the plural and vice versa; "including" and similar words do not imply any limit; a reference to a statute includes references to regulations and orders made under it. If there is any conflict between the Order Form and these Terms and Conditions, the Order Form shall prevail.

2. License

Subject to the Customer paying the Fees and the other terms of this Agreement, the Supplier grants to the Customer a non-exclusive, non-transferable right, without the right to grant sub-licenses, to permit the Permitted Users to use the SaaS Service during the Term solely for the Customer's internal business operations.

The rights provided under this clause are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3. Services

3.1 General

The Supplier shall use reasonable endeavours to supply the Services in accordance with the terms of the Agreement and applicable laws of Ireland, with reasonable care, skill and diligence, and using skilled, experienced and qualified personnel.

3.2 Non-exclusive

The Supplier's provision of the Services to the Customer is on a non-exclusive basis. Nothing in the Agreement prevents the Supplier from providing the Services or any other services to any other person.

3.3 Availability

The Supplier will use reasonable endeavours to make the SaaS Service available during Normal Business Hours, except for planned maintenance (with at least 24 Normal Business Hours notice) and unscheduled maintenance outside Normal Business Hours (with at least 6 Normal Business Hours notice where practicable). The Supplier is not responsible for delays or delivery failures resulting from the transfer of data over communications networks, including the internet.

3.4 Change to services

The Supplier may, from time to time and without prior notice, change the Services to comply with any applicable regulatory or statutory requirements, and where practicable will give the Customer notice of any such change.

4. Customer Obligations

4.1 General use

The Customer, its personnel and the Permitted Users must use the Services in accordance with the Agreement solely for the Customer's own internal business purposes, and must not resell or make available the Services to any other person or otherwise commercially exploit the Services.

4.2 Access conditions

When accessing the SaaS Service, the Customer, its personnel and Permitted Users must not: impersonate another person; attempt to undermine the security or integrity of the Underlying Systems; access, store, distribute or transmit any Viruses; attempt to copy, modify, reverse engineer or create derivative works from any portion of the SaaS Service; access the SaaS Service to build a competing product or service; or use the SaaS Service in a manner which breaches any third party right or is objectionable, incorrect or misleading.

4.3 Permitted Users

No individual other than a Permitted User may access or use the SaaS Service. The maximum number of Permitted Users shall not exceed the number specified in the Order Form. Changes concerning Permitted Users must be requested via the in-app messenger. A breach by any Permitted User is deemed to be a breach by the Customer.

4.4 General obligations

The Customer shall provide all necessary cooperation and access to information required by the Supplier; comply with all applicable laws and regulations; obtain and maintain all necessary licences, consents, and permissions; and ensure its network and systems comply with relevant specifications.

5. Customer Data

5.1 Supplier access

The Customer acknowledges and agrees that the Supplier may require access to the Customer Data to exercise its rights and perform its obligations under the Agreement, and may authorise members of its personnel to access the Customer Data for this purpose.

5.2 Analytical Data

The Customer acknowledges that the Supplier may use Customer Data to generate anonymised and aggregated statistical and analytical data for internal research and product development purposes. The Supplier's rights to Analytical Data survive termination of the Agreement, and all Intellectual Property Rights in Analytical Data remain the Supplier's property.

5.3 Indemnity

The Customer agrees to indemnify and hold harmless the Supplier from and against any liabilities arising from claims that Customer Data infringes third party rights or is objectionable, incorrect or misleading.

6. Fees

6.1 Fees

In consideration of the Supplier providing the Services, the Customer shall pay the Fees. At the sole discretion of the Supplier, the Customer may be granted a 7-day period for which no fees arise.

6.2 Payment

The Customer shall pay the full amount invoiced within 30 days of the date of invoice, unless otherwise agreed in the Order Form. All amounts due shall be paid in full without any set-off, counterclaim, deduction or withholding.

6.3 Overdue amounts

If payment is not made by the due date, the Supplier may charge interest on overdue amounts at a rate of 3% per calendar month.

6.4 VAT

The Fees are exclusive of VAT. The Customer shall pay additional amounts in respect of VAT on receipt of a valid VAT invoice.

6.5 Increases

The Supplier may increase the Fees once each Year (but not during the Initial Term) by at minimum the percentage change in the Consumer Price Index, with at least 30 days' notice. The Customer may terminate the Agreement on 10 days' notice if they do not wish to pay the increased Fees.

6.6 Sums due on termination

All payments payable to the Supplier shall become due immediately on the termination of this Agreement.

7. Intellectual Property

7.1 Ownership

All Intellectual Property Rights in the Services (other than Customer Data), the Website and all Underlying Systems is and shall remain the property of the Supplier and/or its licensors. All Intellectual Property Rights in Customer Data remain the property of the Customer, who grants the Supplier a worldwide, non-exclusive licence to use the Customer Data to provide the Services.

7.2 Feedback

If the Customer provides feedback relating to the Services, all Intellectual Property Rights in that feedback are owned solely by the Supplier, and any rights vested in the Customer are hereby assigned to the Supplier.

7.3 Third party IP indemnity

The Supplier shall defend the Customer against claims that use of the SaaS Service infringes Irish patents, copyright, trade marks, database rights or rights of confidentiality. This indemnity does not apply to claims caused by Customer's breach, modifications by anyone other than the Supplier, use contrary to instructions, use after notice of infringement, or Customer Data.

8. Confidentiality

Each Party must, unless it has the prior written consent of the other Party: keep confidential the Confidential Information of the other Party; maintain adequate security measures to safeguard such information; not use such information for purposes other than performing the Agreement; and only disclose such information on a need-to-know basis.

The obligation of confidentiality does not apply to disclosure required by court order or applicable law, information publicly available through no fault of the recipient, or information rightfully received from a third party without restriction.

9. Warranties

Each Party warrants that it has full power and authority to enter into and perform its obligations under the Agreement, and that the Agreement is executed by a person with authority to bind that Party.

10. Liability

10.1 Exclusion of warranties

The Supplier does not warrant that use of the Services will be uninterrupted or error free. The Customer assumes sole responsibility for results obtained from use of the Services. All warranties implied by statute or common law are excluded to the fullest extent permitted.

10.2 Exceptions

Nothing in this Agreement excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded under applicable law.

10.3 Unrecoverable loss

The Supplier shall not be liable for any loss of profit, revenue, savings, business, use, loss or corruption of data, goodwill, or any consequential, indirect, incidental or special damage or loss.

10.4 Maximum liability

The maximum aggregate liability of the Supplier shall not in any Year exceed an amount equal to the Fees paid by the Customer in the previous Year.

10.5 Mitigation

Each Party must take reasonable steps to mitigate any loss or damage arising from the other Party's actions or omissions.

11. Term, Termination and Suspension

11.1 Duration

Unless terminated, the Agreement shall continue for the Initial Term and thereafter be automatically renewed for successive Renewal Periods, unless either Party provides at least 30 days' notice before the end of the Initial Term or any Renewal Period.

11.2 No fault termination

Either Party may terminate the Agreement on providing not less than 7 days' prior written notice at any time.

11.3 Other termination rights

Either Party may immediately terminate if the other Party breaches any material provision and fails to remedy within 30 days, becomes insolvent, liquidated or bankrupt, or is unable to perform due to a Force Majeure Event for 30 days or more.

11.4 Consequences of termination

On termination, all rights and licences automatically terminate, all Fees become immediately due, Confidential Information must be returned or destroyed, and the Customer may request a copy of Customer Data within one month of termination.

11.5 Rights to restrict

The Supplier may restrict or suspend access if the Customer attempts to undermine security or integrity of the Service, uses the Service for improper purposes, transmits data that breaches the Agreement or third party rights, or materially breaches the Agreement.

12. General

12.1 Force Majeure

Neither Party shall be in breach for failure to perform due to a Force Majeure Event, provided they notify the other Party, mitigate the effects, and continue to perform to the extent practicable.

12.2 Binding on successors

The Agreement shall be binding upon the Parties and their respective successors, personal representatives and assigns.

12.3 Independent contractor

Nothing in the Agreement constitutes a partnership or joint venture between the Parties.

12.4 Notices

Notices shall be in writing and personally delivered, sent by post or by email. Notices are deemed given on delivery, 2 Business Days after posting, or when sent by email.

12.5 Severability

If any provision is found to be invalid, the other provisions shall remain in force.

12.6 Entire agreement

This Agreement sets out the whole agreement between the Parties and supersedes any previous arrangements. Neither Party has relied on any statement not expressly set out in the Agreement.

12.7 Subcontracting and assignment

The Customer may not assign or transfer any right without the Supplier's prior written consent. The Supplier may assign its rights at any time on notice to the Customer.

12.8 Governing Law and Jurisdiction

The Agreement shall be governed by the laws of Ireland. The Irish courts shall have exclusive jurisdiction over any disputes.

12.9 Counterparts

The Agreement may be signed in counterparts, each of which constitutes an original.