The Service Specification and the General Terms and Conditions (“Terms”) apply to the relationship between Ilkari Domains Limited (the “Provider”) with registered address Hume Street House, Office G02, 3-8 Hume Street, Dublin 2, D02 C624, Ireland, and company number 759311 and the Customer in relation to the Domain Control Panel and the Service provided by the Provider.
The Service is provided by the Provider and is an online service that provides registration, renewal, administration of domain names and additional agreed services.
Domain names that can be bought through this Service can be newly registered domain names or existing domain names.
The domain names that are ordered/bought are specified in the payment statement depending on the online purchase made through the Service.
The Customer accepts that the Provider may use subcontractors/third parties to provide the Service and any additional services.
In the case where a Registry requires the Provider to register as administrative, technical and/or billing contact for a domain name, the Provider has the right to do so.
A newly registered domain name can be moved from the Provider no earlier than sixty (60) days after the date of registration unless otherwise specified in a specific registry.
In cases where a specific TLD (Top Level Domain) requires Whois Protection to register for a domain name, the Customer will authorize the Provider in the agreement to arrange such a local contact for the Customer, connected to the specific domain name being bought.
By using this Service to buy domain names, the Customer agrees to the terms and conditions that from one time to another may be applicable for the respective Registry.
The Provider may at any time offer both, its own and third-party additional products, promotional products and products from partners. Examples of this, include but are not limited to:
A Domain Holding is a third-party product. A Customer who chooses to add the product Domain Holding to a domain name, approves in the agreement when buying the additional product, that the Provider is authorized, without compensation, to relinquish ownership rights and add an external third-party owner to the domain name. The Provider has no formal control or ability to influence the relationship between the Customer and a third party, which means the relationship is completely separate from the relationship between the Customer and the Provider. This also means that the Provider is not liable for any of the third party's actions, ownership structure, financial status, rights, duties or any other conditions that may directly or indirectly affect the ownership rights.
Furthermore, the Provider is not liable for any decisions made by for example a Registry or government authority, nor will the Provider suffer any effect or consequence related to the Customer's domain name with the additional product Domain Holding.
The Customer cannot change a registrar of a domain name when a domain is under Who is Protection or during the period stipulated by the specific Registry's rules and regulations.
The Provider shall, without exception and without any restrictions regarding reason, size, nature or time frame, be exempt from any consequences, demands or decisions related to the Customer's relationship to, and use of, any third party for Domain Holding.
The Customer acknowledges that any additional products or services provided by third parties are subject to the terms and conditions of those third parties. The Provider makes no warranties or representations regarding the quality, reliability, or suitability of these third-party products or services.
Given the different procedures and rules for a domain names redemption period, certain TLD’s may be restored after the onset of the redemption period. Such a restoration bears a cost for the Customer that is indicated on the order confirmation and/or invoice. Each restoration request should be checked with Provider’s support team, as not all TLD’s can be restored.
Support regarding the Service is provided free of charge by email and/or via the Provider’s customer service.
The Customer will pay for all the costs of a domain name if there is a claim from a third party. The Provider shall not pay and shall not be responsible for that cost.
The price for each domain name and/or any additional products is specified on the order confirmation and/or invoice.
The price for a domain name may be subject to change due to its availability and various market conditions. Additionally, the prices may fluctuate based on factors such as market demand, currency exchange rates, taxes, and other applicable charges. The Customer acknowledges that these factors can affect the final price and agrees to pay any such adjusted costs as indicated on the order confirmation and/or invoice.
Transferring domain names is regulated by the respective registry, whereon the Customer must always take into account any specific conditions and extra charges for the current registry in the case of a transfer of a domain name to another registrar
The Customer is responsible for the renewal of a domain name. The price of a renewal of a domain name varies between the different TLDs. The Provider has, regardless of the reason, no responsibility for the renewal, and shall in all cases be exempt from liability if the Customer for some reason fails to renew a domain name. To assist with renewal management, the Provider will send automated reminders 30 days and 7 days before the expiration date for all domain statuses, including those marked as "Let Expire", in compliance with ICANN’s Expired Registration Recovery Policy (ERRP). However, it remains the sole responsibility of the Customer to monitor and renew domain names as needed.
Provider disclaims all liability regarding a domain's current or previous content, and a Customer that buys a domain name must always keep Provider exempt from liability in case of any disputes, claims or otherwise, concerning a domain name's history, links, content, name or other attributes or connections.
A Customer who in any way abuses the Service may at any time or does not pay the required fees for the Service will have their membership, account or Service shut down. A shut down may occur without warning and without any notification to the Customer. A shut down which is a result of a suspected violation of the law can result in Provider disclosing information about the Customer and the abuse which occurred to the police or other legal authority or agency.
Regardless of the reason for the shutdown, a Customer cannot insist on any form of damages or other reimbursement or compensation from the Provider.
In addition, the Provider reserves the right to shut down any Service at its sole discretion should there be any suspicion of abuse or misuse of the Service, breach of these Terms, or any other action that is deemed detrimental to the integrity and security of the Service. This includes, but is not limited to, activities such as spamming, phishing, distribution of malware, and other harmful or illegal activities.
Furthermore, the Provider is under no obligation to provide prior notice to the Customer before such a shutdown occurs, nor is it required to furnish any explanation or justification for the shutdown. The Customer acknowledges and agrees that the Provider shall not be liable for any loss, damage, or inconvenience suffered as a result of the shutdown, and waives any and all claims against the Provider for any form of compensation or damages.
The Customer also agrees to indemnify and hold the Provider harmless from any claims, losses, or damages arising from the shutdown of the Service due to the Customer's actions or inactions.
Provider's goal is for the Service to be able to be accessed and used with any type of hardware (e.g., PC, tablet and mobile). The Service may at one time or another be shut down for one or more Customers. Downtime may be planned or unplanned. Provider strives to minimize the downtime of the Service but can never guarantee total/constant availability. No form of downtime can be the basis for some form of reimbursement or compensation to the Customer.
Provider shall not be held liable for any interruptions, delays, or failures in the availability of the Service, whether caused by technical issues, maintenance activities, or any other reason beyond Provider's reasonable control. This includes, but is not limited to, instances of force majeure, cyber-attacks, network failures, or third-party service interruptions.
The Customer acknowledges that the Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Provider is not responsible for any delays, delivery failures, or other damage resulting from such problems.
The Customer agrees that the use of the Service is at their own risk and that the Service is provided on an "as is" and "as available" basis. Provider makes no warranties, express or implied, regarding the availability, quality, or performance of the Service and expressly disclaims any warranties of merchantability, fitness for a particular purpose, or non-infringement.
In cases where scheduled maintenance is required, Provider will endeavor to notify the Customer in advance, but is under no obligation to do so. The Customer agrees to hold Provider harmless for any inconvenience, loss, or damage resulting from such maintenance activities or any other disruption in Service availability.
Subscribers of Provider hosting services are prohibited from posting or storing content that violates third parties’ intellectual property rights, for instance trademark, patent or copyright infringements.
Provider will also, at its sole discretion, terminate the Service without prior notice if content or communication is posted that is threatening, racist or intolerant.
Subscribers are solely responsible for ensuring that all content stored or posted through Provider's hosting services complies with all applicable laws and regulations. Provider reserves the right to review, remove, or disable access to any content that, in its sole discretion, is deemed to violate these Terms, relevant laws, or third-party rights. This includes but is not limited to content that is illegal, infringing, harmful, defamatory, or otherwise objectionable.
Provider's hosting services must not be used to host or distribute content that promotes or incites violence, hatred, or discrimination against any individual or group based on race, ethnicity, religion, gender, sexual orientation, disability, or any other characteristic protected by law. Any violation of this policy will result in immediate termination of the Service without prior notice.
Subscribers of Provider hosting services are prohibited from storing or posting adult content, or links to adult content, through the subscribed Service. All material of pornographic nature is considered adult content.
Subscribers are also prohibited from using Provider's services to store or disseminate malicious software, unauthorized commercial communications, or any other content that could harm Provider's network, its users, or third parties. Provider shall not be liable for any loss or damage arising from the removal or disabling of access to such content.
Subscribers must ensure that their use of the Service does not adversely affect the availability or performance of the Service for other users. Provider reserves the right to take any necessary actions, including limiting or suspending access to the Service, to maintain the integrity and performance of its network.
Provider's content policies are subject to change at any time, and Subscribers are responsible for regularly reviewing and complying with the updated policies. Provider will endeavor to notify Subscribers of significant changes to these policies, but it is ultimately the Subscriber's responsibility to stay informed and adhere to the current guidelines.
If you wish to provide feedback or make a complaint about a Service you have received, please submit an email to us at [email protected] including as much detail about your complaint as possible.
We will aim to acknowledge your message within one (1) business day and aim to resolve any issues within five (5) business days. If you’re not happy with the initial outcome of your complaint, then please escalate your issue to [email protected].
1.1. These Terms constitute a legally binding agreement between the Customer and the Provider regarding the Customer’s use of Provider’s services (together, the “Services”) (the “Agreement”).
1.2. The Provider may modify these Terms and the price lists at any point in time with ninety (90) days written notice before the annual renewal of the Agreement. The Customer is obliged to review and save these Terms. The Provider shall strive to only make necessary changes to the Agreement and notify the Customer accordingly with due notice. Should the Customer determine that it is not satisfied with the changes, the Customer may initiate termination of the Agreement with sixty (60) days written notice.
1.3. The Customer undertakes to maintain complete and accurate contact information, company details and invoice address and keep them available and updated at all times. The Customer is obligated to notify the Provider of any changes made to said information with due and written notice.
1.4. The Customer agrees to the Provider sending important notifications by email and whitelisting the Provider's email domains in their spam filtering system. The submitted contact details must, therefore, be kept current and checked at regular intervals. The Provider is not responsible for customers not receiving notices or messages sent to the email address provided by the Customer. Should the Customer wish to receive information by any other means the Customer is obligated to inform the Provider of this with due and written notice.
1.5. By initiating an order through the Provider and/or by executing electronic actions the Customer or the Customer’ representative represents and warrants that (i) they have the proper authority to place orders either for themselves or as properly authorized representative of the Customer's organization (ii) agrees to the Terms and registration agreements in all parts, and (iii) are not legally prevented from purchasing or receiving the services under the laws in any applicable jurisdiction. The Customer shall provide written proof of such authorisation if requested to do so by the Provider.
1.6. If, after acceptance of the Agreement, we identify that you do not have the legal authority to bind such legal entity, the signatory will be personally responsible for the obligations contained in the Agreement, including, but not limited to, the payment obligations.
1.7. In case of orders for or in the name of third parties, the Customer remains the only contract partner of the Provider. These Terms and general registration rules shall also apply to the third party; the Customer is obliged to bind the third party to abide by the required code of conduct and duties and pass on these Terms to the third party.
1.8. Customer access to and use of Provider’s Services is conditioned on Customer’s acceptance of and compliance with these Terms. By accessing the Service, the Customer agrees to be bound by these Terms.
2.1. The object of the Agreement and scope and description of the Service shall be defined by the specific Order placed by Customer. The Customer understands that the Provider may need from time to time make necessary amendments to the Service provided and as such the Provider shall inform the Customer of any such amendments with due and written notice.
3.1. The term of a Service follows the periods specified in the notice to the Customer. Should the Customer wish to apply a different contractual period, the Customer must inform the Provider prior to entering into an Agreement. Unless otherwise agreed by the Parties in writing, the initial term of the Agreement is twelve (12) months from the date of the Agreement.
3.2. The Service will automatically renew at the end of each term, for the same term as the initial term or renewal term. All prices shall be readjusted at the renewal price then applicable, until the product is canceled. Customer can opt out from automatic renewal of the Service by contacting client support team or via email.
3.3. Subject to the terms of this clause 3, either Party may terminate the Agreement with ninety (90) days written notice.
3.4. The Provider may terminate the Agreement immediately upon the occurrence of one or more of the following events, in which case the Customer loses all rights to the Service:
3.5. In the event of earlier termination of any Service, payments shall not be refundable, unless the termination is caused by the Provider through gross negligence without a legal basis.
3.6. Termination notices are only accepted in written form, which shall include email. The termination must be acknowledged by the Provider, to be valid.
3.7. Termination of the Service pursuant to clause 3.4 could result in one or more actions being taken by the Provider including but not limited to the following:
3.8. If Provider takes any of the actions pursuant to clause 3.7, Provider will seek to recover its losses to the fullest extent possible and may charge an administration fee for doing so. In addition, any domain names held for or by Customer cannot be transferred to another registry by the Customer if any payments are due from the Customer to the Provider. In all of these circumstances, the Provider shall not be held liable for any and all loss or losses whatsoever including but not limited to loss of business or business continuity that may be caused to Customer by the actions taken by the Provider pursuant to clause 3.7.
3.9. For the avoidance of doubt, if the Agreement is terminated, the Customer loses access to the Service. Any further Service required by the Customer may be subject to additional fees.
4.1. Terms of payment are net fifteen (15) days upon receipt of the invoice unless otherwise agreed upon in writing by the Parties.
4.2. Should a mistake be noted regarding the invoice, the Customer is obligated to inform the Provider in writing within two (2) weeks of receiving said invoice.
4.3. All invoices will be sent to the billing email address submitted by the Customer. The Customer is responsible for maintaining a correct billing email address.
4.4. Usage-based fees or over usage will be invoiced in arrears either monthly or quarterly by the Provider.
4.5. The Customer has no right to fulfillment or services delivery until payment is received in full excluding disputed amounts. The Customer must submit payment for the undisputed amount(s).
4.6. Failure to submit undisputed payment by the due date shall result in Provider exercising its right to suspend or terminate the Service following seven (7) days after receipt of a final notice. Access to the account and reactivation of the Service will not be restored until payment has been received in full. If the Service is suspended, a reinstatement fee of one hundred euros (100 EUR) will be charged to the Customer on reactivating the account.
4.7. Each Party shall be responsible to cover its own bank, transfer, and currency exchange charges. The Customer is responsible to ensure that the Provider receives the correct amount indicated in the applicable invoice.
4.8. The Provider reserves the right to demand interest for any delay in payment at the European Central Bank (ECB) refinancing rate applicable at the time of the late payment date plus 8% per annum or at an interest rate as otherwise agreed to by the parties in writing. Penalty interest due for late payments shall be calculated on a daily basis. Where the ECB rates apply, the ECB rates in force on 1 January and 1 July for the following six (6) months in each year shall apply unless otherwise agreed by the parties in writing.
4.9. Following the termination due to an unpaid invoice, the Provider reserves the right to retain and dispose of any materials used or managed on behalf of the Customer as it may see fit. Provider shall not be held liable for any and losses that may be caused to the Customer due to any and all actions taken by the Provider for the Customer’s failure to pay for the Service.
5.1. The Provider shall be responsible for rectifying defects in the Service delivery in accordance with the provisions set out below. A defect exists if the Provider’s services delivery fails to meet agreed service specifications as detailed in the order.
5.2. The liability of the Provider does not extend to:
5.3. If the Customer has given notice of a defect not attributable to the Provider, the Customer shall pay the Provider in accordance with the Provider’s price list from time to time in force for the Service carried out.
5.4. If the Provider fails to rectify a defect for which the Provider is responsible in accordance with the terms of the Agreement, the Customer may set a reasonable final deadline for rectification. If the defect has not been rectified within such deadline, the Customer shall be entitled to a reduction of the price/fee corresponding to the defect. If the defect is of substantial significance for the Customer’s use of the Service and the Provider knew or reasonably should have known of this, the Customer shall be entitled to terminate the entire Agreement and to a full refund of the price or fees paid for the services delivery.
5.5. The Parties agree to have a discussion in good faith in terms of the potential substantial significance of a defect.
5.6. In no event shall either Party be liable for the other Party’s indirect, consequential, incidental, punitive, special or any other such damages (including, without limitation, lost profits, goodwill, anticipated savings) arising out of or related to these Terms, even if such Party has been advised in advance of the possibility of such damages.
5.7. The limitations and exclusions in this section shall apply to the maximum extent permitted by applicable law and regardless of the form or cause of action, even if any remedy fails its essential purpose.
5.8. The Customer is obligated to inform the Provider of any defects it notices within twenty-four (24) hours of becoming aware of such defects. The Customer understands that this obligation is meant to limit any loss incurred by the Customer due to the defect in question. The Customer shall not be held liable for any delay in notice of such defects.
5.9. Additional limitations of liability may apply in respect of a specific delivery, as set out in the service specification applicable for such Service.
5.10. For all intents and purposes, the liabilities under this section should be understood as mutual and the Parties agree to work together in good faith to address any issues that may arise during the term of the Agreement.
6.1. As a condition of the Customer’s access and use of the Service of the Provider, the Customer agrees to indemnify, defend and hold harmless the Provider, affiliates, and their respective officers, directors, employees, and agents (each a "Provider Indemnified Party" and, collectively, the "Provider Indemnified Parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney's fees) asserted or filed by a third party against any of the Provider Indemnified Parties, all as finally awarded by a court of competent jurisdiction and arising out of or relating to (i) Customer’s use of the Service in breach of this Agreement, (ii) any material breach or violation by the Customer of this Agreement; or (iii) any negligent acts or omissions by the Customer. The Terms of this section shall survive any termination of this Agreement.
6.2. The Provider agrees to indemnify, defend and hold harmless the Customer, affiliates, and their respective officers, directors, employees, and agents (each a "Customer Indemnified Party" and, collectively, the "Customer Indemnified Parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney's fees) asserted or filed by a third party against any of the Customer Indemnified Parties, all as finally awarded by a court of competent jurisdiction and arising out of or relating to (i) Customer’s use of the Service under the terms of this Agreement, (ii) any material breach or violation by the Provider of this Agreement; or (iii) any negligent acts or omissions by the Provider.
6.3. The Provider cannot be held liable for failing to fulfill the terms of the Agreement due to force majeure, fault of third parties not engaged by Provider or due to events not within the Provider's control. The Provider is authorized to postpone the provision of the Service and/or delivery by the duration of the respective disruption plus an appropriate starting time. The Customer will not be liable to pay any fee during the period in which the Service is not provided due to a force majeure event. Furthermore, the Provider can limit access to the Service if the stability and security of the operation, the maintenance of the net integrity, in particular, the avoidance of serious disturbances of the network, the software or stored data require such action. The Provider is not obligated to review or monitor the use of the Service by the Customer to ensure their legality.
6.4. The Customer agrees to keep all passwords and access data received from the Provider for access to its Service secret and to inform the Provider once receiving any information about unauthorized parties gaining access to these passwords. Should unauthorized third parties use the Provider's Service while using the 'Customer's account, the Customer is responsible for all fees and damages. The Provider may block access to an account if there is sufficient reason to assume it is used by unauthorized parties. The Provider will inform the Customer without delay of any such measure taken.
6.5. In case of authorized use by third parties or resale of products and services of the Provider to third parties, the Customer shall remain liable for any claims resulting from any violations of the Terms by the third party and shall indemnify the Provider in full, from all claims resulting from the use of the Service by such third parties.
6.6. In no event shall Provider’s aggregate liability to Customer under this Agreement exceed the amount (if any) paid by Customer to Provider during the previous twelve (12) months for the Service giving rise to the claim.
6.7. Provider may provide Customer with access to third party websites, databases, networks, servers, information, software, programs, systems, directories, applications, products or services (hereinafter “External Services”). Provider does not have or maintain any control over, nor does it take any responsibility for the External Services and is not and cannot be responsible for their content, operation or use. By linking or otherwise providing access to any External Services, Provider does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of content, information or services provided by such External Services.
6.8. The Provider shall not be liable to the Customer for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, business opportunity, or anticipated savings, even if the Provider has been advised of the possibility of such damages. This limitation of liability shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.
7.1. In order to carry out the Service, storage, processing, and use of personal data may be necessary. The Customer accepts that the Provider stores and uses this information to fulfill its commitments and to offer support related to the service and its products. Personal data may be disclosed to other companies collaborating with the Provider as well as authorities in accordance with applicable data protection regulations. All personal information is treated with as much confidentiality and care as possible. As such, to the extent permissible (and required) by law, the Customer has the right to access, correction and deletion of the information stored.
7.2. Provider collects and processes personal data in accordance with applicable laws, including the General Data Protection Regulation (GDPR). The retention periods for personal data depend on its purpose and legal obligations including but not limited to:
Once the retention period expires, the Provider shall securely delete or anonymize the data to prevent unauthorized access, misuse, or unintended disclosure. In cases where legal or regulatory requirements mandate a longer retention period, we adhere to such obligations while ensuring compliance with applicable data protection laws, including GDPR and ICANN's domain registration policies for example.
Disclaimer: while we strive to ensure compliance with all relevant legal, regulatory, and contractual obligations, we are not liable for unforeseen circumstances, including but not limited to changes in regulatory requirements or misuse of data outside our control. Customers and partners are encouraged to review and understand their own compliance responsibilities when interacting with our services.
For further details on data retention and deletion procedures, please contact us at [email protected].
The Customer can at any time write to the Provider to request the deletion of personal information. The Provider shall, upon receipt of the request, act in accordance with applicable data protection regulations and acquiesce to the Customer’s request insofar as this is permissible by law. The Customer acknowledges that access to said information may require administrative work on behalf of the Provider whereas it is understood that the Provider will attempt to handle any request related to the personal information of a Customer in a timely manner within limits established by applicable law.
7.3. Customer may, at any time, request in writing that the Provider discloses to Customer the information Provider has on file about Customer. If Customer considers that any information is inaccurate, incomplete or irrelevant, Customer has the right to ensure that the information is updated. The Provider shall strive to handle any such requests in a timely fashion. For questions regarding personal information, please contact the Provider’s representative.
7.4. Personal data may be disclosed to third parties who will process personal data hereunder on its behalf, provided that (i) the provider will ensure that the arrangement between the Provider and such third party is regulated by a written agreement imposing on the third party undertakings that guarantee at least the same level of protection for personal data as those set out in this section; and (ii) Provider shall be liable for the acts and omissions of these third parties to the same extent Provider would be liable if the processing of personal data that is carried out through the third parties was performed directly by Provider.
7.5. It is hereby acknowledged by the Parties that by virtue of this Agreement, Customer is considered as the "Data Controller" and the Provider is considered as the "Data Processor" with regards to the personal data that will be processed by the Provider under this Agreement. Provider shall comply with all privacy and data protection laws applicable to the Service.
7.6. Provider acknowledges and confirms that it does not receive or process any personal data as consideration for any Service or other items that Provider provides to Customer under this Agreement. Provider commits to refrain from selling any personal data processed hereunder, nor taking any action that would cause any transfer of personal data to or from Provider under this Agreement to qualify as selling of such personal data under any applicable privacy law.
7.7. All personal information is treated with as much confidentiality and care as possible. Under applicable privacy laws, data subjects may have certain rights in respect of their personal data (such as the right to access), and the Customer may, at any time, request in writing that the Provider assist it in responding to data subjects' requests in respect of their personal data. Upon termination of this Agreement or at the Customer' request at any time, Provider shall, to the maximum extent permitted by laws and regulations and at the Customer's option, delete personal information in its possession or control, along with all copies, extracts and other objects or items in which it may be contained or embodied; or (ii) return to Customer by secure file transfer in such format as requested by Customer all personal data in its possession or control and delete all such personal data, along with all copies, extracts and other objects or items in which it may be contained or embodied. For the avoidance of doubt, the obligations of the Provider to delete personal data pursuant to the above shall be subject to any obligations of Provider under Applicable Laws requiring the storage of personal data; so that Provider shall (i) only retain such personal data to the extent and for such period as required by such applicable laws; and (ii) ensure the confidentiality of all such personal data and that such personal data is only processed as necessary for the purpose(s) specified in the Applicable Laws requiring its storage and for no other purpose. Provider shall provide written certification to Customer that it complied with the provisions of this Section above within thirty (30) days of the termination of the Agreement or Customer's request, as the case may be.
7.8. For questions regarding personal information, please contact the Provider. For more information, please see the Provider's Privacy Policy.
7.9. Proprietary information exchanged shall be treated as such by the Parties. This information shall include, but not be limited to, the provisions of this Agreement, product, and services information and pricing, as well as any information reasonably deemed confidential. Customer further agrees to not decompose, disassemble, decode or reverse engineer any Provider program, code or technology delivered to Customer or any portion thereof as well as any other proprietary or confidential information not yet publicly disclosed (such as information or material related to the know-how of either Party).
7.10. The Provider undertakes not to disclose any confidential information obtained from Customer or derived from the implementation of this Agreement. The Provider undertakes not to use any confidential information obtained from the Customer for any purposes other than the implementation of this Agreement. Provider shall ensure that access to personal data is strictly limited to those individuals who need to know or access the relevant personal data and as strictly necessary for the purpose of this Agreement. Moreover, Provider is responsible to ensure that each individual who may have access to personal data is subject to confidentiality undertakings or appropriate statutory obligations of confidentiality.
7.11. Each Party agrees to hold in strictest confidence the other Party’s trade secrets, including proprietary research and development, strategic plans, customer lists, employee information, and operations. In the event of breach of confidentiality, the non-breaching Party shall be entitled to injunctive relief for the return and protection of its proprietary information.
7.12. The Provider will exercise no control whatsoever over the content of the information passing through the network, email or web site.
7.13. Immediately upon becoming aware of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data processed under this Agreement, and in any event, not later than twenty-four (24) hours after becoming aware of that breach, Provider shall (i) notify Customer of the breach; and (ii) provide Customer with all information necessary for Customer to meet its obligations under applicable privacy laws to notify the relevant public authorities of that incident and communicate it to the affected data subjects. Provider shall cooperate with Customer and take all necessary steps required by Customer to investigate and handle any incident affecting personal data processed hereunder. For avoidance of doubts, Customer, at its sole discretion, shall determine whether, when and what information to notify any data subject or public authorities regarding an incident affecting personal data processed hereunder.
7.14. Provider shall, in relation to personal data, implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk of varying likelihood and severity for the rights and freedoms of natural persons. In assessing the appropriate level of security, Provider shall take account in particular of the risks that are presented by processing, in particular from a security incident.
7.15. Provider shall make available to Customer all information necessary to demonstrate compliance with this Section and any applicable privacy law and allow for and contribute to audits performed by Customer or an auditor mandated by Customer on Provider's records and procedures, including at Provider's facilities.
8.1. Acceptable use: Customer shall only use the Service in a manner prescribed by the product’s specifications in compliance with the applicable laws and in compliance with the Provider’s Terms of Use Policy.
9.1. For the avoidance of doubt, the Parties agree that each Party respectively retain all rights to any intellectual property held by each respective Party at the commencement of the Agreement.
9.2. The Parties agree that Provider shall retain the rights to any intellectual property created through the Agreement that is not solely related to the Customer, its brands or its rights in general.
9.3. The Customer shall grant an irrevocable license to utilize the Customer’s intellectual property rights only to the extent that they may be necessary for the provision of the Service.
9.4. Customer shall notify Provider of any infringement or unauthorized use of any software and software derivative product owned by Provider of which it becomes aware and shall cooperate fully to take all actions necessary to terminate such infringing or unauthorized use.
9.5. The License provided for in clause 10.3 is terminated upon termination of this Agreement.
9.6. Any modifications, enhancements, or developments made by the Provider to the intellectual property utilized in the Service during the term of this Agreement shall belong to the Provider, unless otherwise agreed in writing by both Parties.
9.7. The Customer agrees not to reverse engineer, decompile, or disassemble any software or technology provided by the Provider, nor to permit any third party to do so, except as expressly permitted by law.
9.8. The Provider shall indemnify and hold the Customer harmless against any claims, damages, liabilities, costs, and expenses arising out of any infringement of intellectual property rights asserted by a third party, provided that such infringement is directly attributable to the Provider's work under this Agreement.
10.1. Should the Parties agree for the Provider to assist the Customer with additional tasks not related to the scope of the Agreement, the Customer may be charged additional fees subject to Provider’s standard price lists.
10.2. The Provider shall provide a detailed estimate of the costs and timelines associated with any out-of-scope work before commencing such tasks. The Customer must approve this estimate in writing before the Provider begins any out-of-scope work.
10.3. Any out-of-scope work shall be subject to the same terms and conditions as the original scope of work outlined in this Agreement, unless otherwise agreed upon in writing by both Parties.
11.1. These Terms and any annex and any order constitutes the entire agreement between the Parties. All prior representations, statements, negotiations and undertakings with regard to the subject matter hereof are superseded hereby.
11.2. Should any of the Terms contained herein be held invalid in any respect by a court, arbitrator or tribunal of competent jurisdiction, such invalidity shall not affect the validity of any other term or condition hereof. The Parties hereto acknowledge and agree that these Terms would continue in full force without the inclusion of any such Terms deemed invalid. If any term or condition shall be deemed invalid due to its scope, such provision shall be deemed valid to the extent of the maximum scope permitted by law.
Any disputes arising out of or in connection with this Agreement shall be resolved in accordance with the following procedure:
12.1. The Parties shall first attempt to resolve the dispute through good faith negotiations within thirty (30) days from the date the dispute arises.
12.2. If the dispute is not resolved through negotiation, either Party may refer the matter to mediation in accordance with the Mediation Act 2017, as amended or replaced from time to time. The mediation will be conducted by a mediator agreed upon by the Parties, or if the Parties cannot agree, a mediator appointed by the President of the Law Society of Ireland.
12.3. If the dispute is not resolved within sixty (60) days of referral to mediation, either Party may refer the dispute to arbitration. The arbitration shall be conducted in accordance with the Arbitration Act 2010, as amended or replaced from time to time. The seat of arbitration shall be Dublin, Ireland. The language of the arbitration shall be English. The arbitrator's decision shall be final and binding on the Parties.
12.4. Notwithstanding the foregoing, either Party may seek interim or injunctive relief from any court of competent jurisdiction to protect its rights or property pending the resolution of the dispute by mediation or arbitration.
13.1. Amendments: Amendments or changes of terms or conditions of the Agreement as well as cancellations and terminations, will only be accepted in writing, oral agreements shall not be considered valid.
13.2. Assignment: This Agreement may be assigned be either of the Parties to any of its affiliated companies or to a third party only in the event of a transaction involving one of the Parties. In the event of such assignment, the transferring Party shall notify the other Party without delay and the other Party shall have the right to terminate the Agreement upon receipt of such notice if the assignment, in its reasonable opinion, is expected to have an adverse effect on the Agreement. No other assignment shall be admitted as valid unless consented by Provider in writing.
13.3. Governing Law and Jurisdiction: This Agreement shall be governed by, and construed in accordance with, the laws of Ireland. The Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Ireland for the resolution of any disputes arising from or in connection with this Agreement.
Insofar as possible the Parties shall strive to settle any disputes that may arise in good faith as to avoid the need for further proceedings.
In addition to our Terms, other terms and conditions may apply to the Service and specifically if you wish to purchase any of the following domains you will need to accept those additional terms and conditions and if you use that Service it will be assumed that you have accepted those additional terms and conditions that apply to that specific domain, for:
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