Chalmin Data Privacy and Business Consultancy Ltd of 3003 Euro Business Park Little Island Cork (“Chalmin Data Privacy”) provides data protection assistance and advice to business clients. These terms and conditions shall apply to the provision of services by Chalmin Data Privacy to its clients.
- Definitions and Interpretation
1.1 The following expressions have the following meanings:
Agreement means the agreement entered into by Chalmin Data Privacy and the Client incorporating the Letter of Engagement and these terms and conditions which shall govern the provision of the Services. Business Day means any day (other than Saturday or Sunday) on which banks are open for business in Ireland.
Client means the party purchasing the Services from Chalmin Data Privacy(including where the party purchases the Services on behalf of another person who is not a party to the Agreement).
Commencement Date means the date of the Agreement.
Confidential Information means, in relation to either party, information which is disclosed to that party by the other party pursuant to or in connection with the Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).
Data Protection Legislation means (a) the GDPR; (b) the Data Protection Act 2018; (c) any laws that implement such legislation; and (d) any laws that replace, extend, re-enact, consolidate or amend any of them.
Fees means any and all sums due under the Agreement from the Client to Chalmin Data Privacy
Services means the services to be provided by Chalmin Data Privacy to the Client in accordance with Clause 2 of the Agreement, as set out in the Letter of Engagement;
Term means the term of the Agreement as stated in the Letter of Engagement.
1.2 Each reference in these terms and conditions to:
1.2.1 writing includes a reference to any communication by electronic means;
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
Chalmin Data Privacy| Terms and Conditions of Service these terms and conditions is a reference to this document as amended or supplemented at the relevant time;
1.2.4 a Clause is a reference to a clause of these terms and conditions;
1.2.5 a party or the parties refer to the parties to the Agreement;
1.2.6 a person includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
1.2.7 process or processing is a reference to processing Personal Data under the Data Protection Legislation.
1.3 The headings used in these terms and conditions are for convenience only and shall have no effect upon their interpretation.
1.4 Words imparting the singular number shall include the plural and vice versa.
- Provision of the Services
2.1 Chalmin Data Privacy shall from the Commencement Date or such other date stated in the Letter of Engagement provide the Services to the Client.
2.2 Chalmin Data Privacy shall provide the Services with reasonable skill and care in accordance with current standards in the data protection consultancy services sector in Ireland.
2.3 Chalmin Data Privacy shall act in accordance with all reasonable instructions given to it by the Client provided that such instructions are compatible with the of Services.
2.4 Chalmin Data Privacy shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.
2.5 The Client understands that Chalmin Data Privacy is not a legal practice and that it is unable to provide legal advice. The Client should consult a solicitor if legal advice is required.
- Client’s Obligations
3.1 The Client shall provide all relevant information to Chalmin Data Privacy that is necessary for it to provide the Services.
3.2 If Chalmin Data Privacy requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part at any time, the Client shall provide it in a reasonable and timely manner.
3.3 If any consents, licences or other permissions are needed from any third parties, the Client must obtain them before the Commencement Date.
3.4 If the Client requires Chalmin Data Privacy to have access to its premises or any other location, access to which is controlled by the Client, the Client shall ensure that Chalmin Data Privacy has access to such location(s) as required.
3.5 Any delay or failure to provide the Services resulting from the Client’s failure or delay in complying with any of the provisions of this Clause 3 shall not be the responsibility or fault of Chalmin Data Privacy.
4.1 The Client shall pay the Fees to Chalmin Data Privacy as stated in the Letter of Engagement.
4.2 Chalmin Data Privacy shall invoice the Client for Fees due in accordance with the provisions of the Agreement.
4.3 All payments required to be made pursuant to the Agreement by the Client shall be made on receipt of the relevant invoice and are due on receipt.
4.4 All payments shall be made in euro in cleared funds to such bank in Ireland as Chalmin Data Privacy may from time to time nominate, without any set-off, withholding or deduction.
4.5 Without prejudice to Clause 8.2 any sums which remain unpaid shall incur interest on a daily basis at 8% per annum above the base rate of the Central Bank of Ireland from time to time until payment is made in full of any such outstanding sums.
4.6 Chalmin Data Privacy shall not be obliged to continue working on any matter for the Client when any invoice is outstanding even where that causes or may cause the Client loss or inconvenience.
- Insurance and Liability
5.1 Chalmin Data Privacy shall have in place suitable and valid insurance that shall include professional indemnity and public liability insurance.
5.2 Nothing in these terms and conditions shall limit or exclude Chalmin Data Privacy s liability for death or personal injury.
5.3 Chalmin Data Privacy’s total liability for any loss or damage caused as a result of its negligence or breach of contract shall be limited to 1,000,000 EURO.
5.4 Chalmin Data Privacy shall not be liable in respect of any:
5.4.1 indirect or consequential losses, damages, costs or expenses;
5.4.2 loss of actual or anticipated profits;
5.4.3 loss of contracts;
5.4.4 loss of use of money;
5.4.5 loss of anticipated savings;
5.4.6 loss of revenue;
5.4.7 loss of goodwill;
5.4.8 loss of reputation;
5.4.9 ex gratia payments;
5.4.10 loss of business;
5.4.11 loss of operation time;
5.4.12 loss of opportunity;
or 5.4.13 loss of damage to or corruption of data whether or not such losses were reasonably foreseeable, or Chalmin Data Privacy had been advised of the possibility of the Client incurring such losses.
For the avoidance of doubt, clauses 5.4.2 to 5.4.13 apply whether such losses are direct, indirect, consequential or otherwise.
6.1 Each party undertakes that except as provided by Clause 6.2 or as authorised in writing by the other party, it shall, at all times during the Term and for 2 years after the termination of the Agreement:
6.1.1 keep confidential all Confidential Information;
6.1.2 not disclose any Confidential Information to any other party;
6.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;
6.1.4 not make any copies of, record in any way or part with possession of any Confidential Information;
and 6.1.5 ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that party, would be a breach of the provisions of Clauses 6.1.1 to 6.1.4. 6.2
Either party may: 6.2.1 disclose any Confidential Information to: any sub-contractor or supplier of that party;
18.104.22.168 any governmental or other authority or regulatory body;
or 22.214.171.124 any employee or officer of that party or of any of the aforementioned persons, parties or bodies; to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law.
In each case that party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under Clause 126.96.36.199 or any employee or officer of any such body) obtaining and submitting to the other party a written confidentiality undertaking from the party in question.
Such undertaking should be as nearly as practicable in the terms of Clause 6, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and 6.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the Commencement Date, or at any time after that date, becomes public knowledge through no fault of that party. In making such use or disclosure, that party must not disclose any part of the Confidential Information that is not public knowledge.
6.3 The provisions of Clause 6 shall continue in force notwithstanding the termination of the Agreement for any reason.
- Force Majeure
7.1 Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
7.2 If a party cannot perform their obligations as a result of force majeure for a continuous period of ninety days, the other party may at its discretion terminate the Agreement by written notice at the end of that period. In the event of such termination, the parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of the Agreement.
7.3 Clauses 7.1 and 7.2 shall not apply in respect of any failure by the Client to make any payment due to Chalmin Data Privacy.
- Term and Termination
8.1 The Agreement shall come into force on the agreed Commencement Date and shall continue for the Term subject to the provisions of this Clause .
8.2 Chalmin Data Privacy may immediately terminate the Agreement by giving written notice to the Client if any sum owing to Chalmin Data Privacy by the Client is not paid within 14 Business Days of the due date for payment.
8.3 Either party may terminate the Agreement by giving 14 days written notice to the other party .
In addition, either party may immediately terminate the Agreement by giving written notice to the other party if :
8.3.1 the other party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 14 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
8.3.2 an encumbrancer takes possession, or where the other party is a company, a receiver is appointed, of any of the property or assets of that other party;
8.3.3 the other party makes any voluntary arrangement with its creditors.
8.3.4 the other party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under the Agreement);
8.3.5 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other party;
8.3.6 the other party ceases, or threatens to cease, to carry on business;
8.4 For the purposes of Clause 8.3.1, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects.
8.5 The rights to terminate the Agreement shall not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.
- Effects of Termination
9.1 Upon the termination of the Agreement for any reason:
9.1.1 any sum owing by the Client to Chalmin Data Privacy shall become immediately due and payable;
9.1.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;
9.1.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any party may have in respect of any breach of the Agreement which existed at or before the date of termination;
9.1.4 subject as provided in this Clause 9 and except in respect of any accrued rights neither party shall be under any further obligation to the other;
9.11.5 each party shall (except to the extent referred to in Clause 6) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other party any documents in its possession or control which contain or record any Confidential Information.
- Data Protection and Processing
10.1 Chalmin Data Privacy and the Client shall comply with the Data Protection Legislation.
10.2 If the Client requires Chalmin Data Privacy to process any Personal Data, the parties shall enter into a data processing agreement before Chalmin Data Privacy processes any Personal Data on the Client’s behalf.
- Relationship of the Parties
Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the parties other than the contractual relationship expressly provided for in the Agreement.
- Law and Jurisdiction
12.1 The Agreement (including any non-contractual matters and obligations arising from it) shall be governed by and construed in accordance with the law of Ireland.
12.2 Any dispute, controversy, proceedings or claim between the parties relating to the Agreement (including any non-contractual matters and obligations arising from them) shall fall within the exclusive jurisdiction of the courts of Ireland.
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