Please read these terms and conditions carefully. By accessing or using the 123dpo.com website or the 123DPO Service you agree to be bound by these terms, constituting a legally binding agreement between Net Essence Ltd. and you concerning your use of the Service.
2. THE SERVICE
- 123DPO provides paid-for software as a service for understanding, implementing and managing ongoing compliance with the European Union’s General Data Privacy Regulation.
- Net Essence Ltd. reserves the right, at any time, to modify or discontinue, temporarily or permanently, the Service or parts thereof with or without notice.
- The ownership and all rights to the software remain vested in Net Essence Ltd., the customer has the right to use the software provided the customer has paid the required fees.
- The Service, including any portion of the 123dpo.com website, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, transmitted, or otherwise exploited for any commercial purpose without the prior, express written consent of Net Essence Ltd. All rights not expressly granted in this Agreement are reserved by Net Essence Ltd. Without limitation, this Agreement grants you no rights to the intellectual property of Net Essence Ltd. or any other party, except as expressly set forth herein. Your usage of this Service is conditioned on your compliance with this Agreement. Your rights under this section will immediately terminate if you breach, actually or potentially, in the sole judgment of Net Essence Ltd., any provision of this Agreement.
- 123dpo.com is Software as a Service, as such, the software is continually updated. Net Essence Ltd. Reserves the right, in its sole discretion, to update, modify, or remove features, functionality or other aspects of the Service at any time.
3. FEES AND CHARGES
- To use the Service, you must accept a subscription to the Service with specific fees and charges payable by the you, the Customer, to Net Essence Ltd. for the Service. The exact fees will be determined in accordance with the schedule of fees and charges published on 123dpo.com or the separate SaaS Agreement entered into between the Customer and Net Essence Ltd. · Net Essence Ltd. shall be entitled to alter the fees and charges from time to time.
4. PAYMENT PROVISIONS
- The Customer undertakes to effect payment of all amounts due to Net Essence Ltd. arising out of this agreement whether annually or monthly in advance and without deduction or set-off for whatsoever reason.
- The monthly amount payable by the Customer to Net Essence Ltd. will be paid by means of debit order, credit card payment or direct transfer.
- This Agreement shall commence on the effective date as defined in article 6 below. Should the Customer decide to terminate the usage of the Service, Net Essence Ltd. requires 30 business days’ notice in writing.
6. EFFECTIVE DATE
- The effective date shall be the date on which this agreement is signed or the date as stated in the Schedule of Services.
- The Service will commence with free usage for the first 14 days after confirmation of registration, thereafter the service will continue after receipt by facsimile transmission of a signed Schedule of Services/Debit order mandate document or an annual payment.
7. OBLIGATIONS OF THE CUSTOMER
- The Customer represents and warrants that all user information provided in connection with the Account and use of the Service is current, complete, and accurate, and that user information will be updated as necessary to maintain its completeness and accuracy by updating the Account Profile. The Customer agrees to not not submit any fake content (including without limitation any Account, username, likeness, or Profile) to willfully and credibly impersonate another person, whether actual or fictitious. If Net Essence Ltd. believes in its sole discretion that the information provided is not current, complete, or accurate, Net Essence Ltd. has the right to refuse access to the Service, or to terminate or suspend access at any time.
- The customer is entirely responsible for maintaining the confidentiality of passwords. The customer may not use the username or password of any other user at any time, nor may the customer share a username and password, nor circumvent any authentication mechanism requiring the entry of usernames, passwords, or any other information to gain unauthorized access to the Service. You agree to notify Net Essence Ltd. immediately of any unauthorized use of your Account. Net Essence Ltd. shall not be liable for any loss that you incur because of someone else using your Account, either with or without your knowledge. You may be held liable for any losses incurred by Net Essence Ltd., its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your Account.
- The Customer agrees to abide by all applicable local, state, national and international laws and regulations and is solely responsible for all acts or omissions that occur. By way of example, and not as a limitation, the Customer agrees not to interfere with or attempt to disrupt the Service or otherwise disrupt or tamper or attempt to de-compile the binary code of the Service;
The Customer by registering for the Service and providing Account details – name, email, address, and/or phone number – hereby expressly consents to receive electronic and other communications from Net Essence Ltd., over the short term and periodically, including email communications. These communications will be about the Service, new product offers, promotions, and other matters. The customer may opt out of receiving electronic communications at any time by following the unsubscribe instructions contained in each communication, or by sending an email to firstname.lastname@example.org. You agree that these electronic communications satisfy any legal requirements that communications or notices to you be in writing.
- The Customer hereby warrants to and in favour of Net Essence Ltd. that it – o Will, at all times whilst using the Service, act in the utmost good faith;
- Has the necessary legal title, legal capacity and right to utilize the Service; and
- Will have no action against Net Essence Ltd. or its shareholders, directors or employees arising either directly or indirectly out of the use of the Service resulting from no fault or negligence of Net Essence Ltd. and, to the extent necessary, the Customer hereby waives and abandons such claims.
- The Customer knowingly and freely assumes all risk when using the Service. The Customer and the Customer’s personal representatives, hereby voluntarily agree to release, waive, discharge, hold harmless, defend, and indemnify Net Essence and its stockholders, officers, directors, employees, agents, affiliates, consultants, representatives, sublicensees, successors, and assigns (collectively, the “Company Parties“) from any and all claims, actions, or losses for property damage, emotional distress, loss of privacy, or other damages or harm, whether to you or to third parties, that may result from your use of the Service
11. USER CONTENT
- “User Content” is any content, material, or information, not including personally identifiable information (e.g., first and last name, address, phone number, email address, etc.), that the Customer submits, uploads, and/or posts to, or transmits, displays, or distributes by means of the Service, whether in connection with use of the Service or otherwise.
- You Own Your User Content. Net Essence Ltd. does not claim ownership of any User
Content. You retain all right, title, and interest, including without limitation all worldwide intellectual property rights, in and to your User Content.
11. INTELLECTUAL PROPERTY
- The Customer represents and warrants that, when using the Service, they will obey all applicable laws and respect the intellectual property rights of others. Use of the Service is at all times governed by and subject to copyright and other intellectual property laws. The Customer agrees not to upload, post, transmit, display, perform, or distribute any content, information, or other materials in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights.
- The Customer hereby represent and warrant that they are the sole and exclusive owner of any User Content that submitted through the Service and shall be solely responsible for any violations of any laws and for any infringements of third-party rights caused by your use of the Service.
- The 123DPO logo (Company Mark) is a trademarks of Net Essence Ltd. Other trademarks, service marks, graphics, logos, and domain names appearing anywhere on, through, or in connection with the Service may be the trademarks of third parties. Neither your use of the Service nor this Agreement grant you any right, title, or interest in, or any license to reproduce or otherwise use, the Company Marks or any third-party trademarks, service marks, graphics, logos, or domain names. You shall not at any time, nor shall you assist others to, challenge Net Essence Ltd’s right, title, or interest in, or the validity of, the Company Marks.
- All content and other materials available through the Service, including without limitation the 123DPO logo, design, text, graphics, and other files, and the selection, arrangement, and organization thereof, are either owned by Net Essence Ltd. or are the property of GDPR Compiance Ltd.’s licensors and suppliers. Except as explicitly provided, neither your use of the Service nor this Agreement grant you any right, title, or interest in any such materials.
12. DISCLAIMERS / LIMITATION OF LIABILITY
- Due to the nature of the service provided, Net Essence Ltd. does not represent or warrant, despite its best efforts, that the Service or the Customer’s use thereof will be uninterrupted or error-free, that defects will be corrected, or that the Service or the server that makes it available are free of viruses or other harmful components.
- Net Essence Ltd. shall not be responsible for unauthorized access to or alteration of data, any material or data sent or received or not sent or received, or any transactions or agreements entered into through the use of the Service.
- The Customer specifically agrees that Net Essence Ltd. is not responsible for any content or data stored using and/or included in the Service.
- Net Essence Ltd. and/or its suppliers, shareholders, directors and employees make no representations about the suitability, reliability, availability, timeliness, security and accuracy of the Service for any purpose, other than those specified in terms of “The Service” as defined in these Terms and Conditions.
- Net Essence Ltd. makes no warranties /representations with regards to the fitness for a particular purpose.
- Otherwise than provided for in law, in no event shall Net Essence Ltd. and/or its suppliers, shareholders, directors and employees be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Service, with the delay or inability to use the Service, the provision of or failure to provide the Service, whether based on contract, delict, negligence, strict liability or otherwise, even if Net Essence Ltd. have been advised of the possibility of such damages. The Customer’s sole and exclusive remedy is to discontinue using the Service as provided for in clause 5 above.
The Customer agrees to indemnify and hold Net Essence Ltd. and its shareholders, directors and employees harmless from any claim, demand or damage, including reasonable attorneys’ fees, asserted by any third party due to or arising out of the Customer’s use of the Service.
14. DISPUTE RESOLUTION
The Customer acknowledges that if they cannot resolve a Claim through negotiations, either party may elect to have the Claim finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other.
15. TERMINATION OF SERVICE
- A customer’s material failure to comply with this agreement serves as grounds for Net Essence Ltd. to terminate the service provided to the Customer, such termination shall be automatic and shall not require any action by Net Essence Ltd.
- Net Essence Ltd. may terminate the service at its sole discretion for no reason or any reason at all providing the customer receives 30 business days’ written notice.
- The Customer may terminate the Agreement at any time, for any or no reason at all, by providing Net Essence Ltd. written notice.
- In the event of termination, the client will not be refunded any pro-rata amounts remaing on an annual subscription.
If any of the provisions of this agreement is unenforceable then such unenforceable provision will be deemed to be severed from this agreement and the remaining provisions of this agreement will continue of full force and effect as between the parties.
- This agreement shall be governed by and interpreted in accordance with the laws of the Republic of Ireland.
- If you are using this Service on behalf of a company, you represent and warrant that you are authorized to act and enter into contracts on behalf of the company.
- The Customer agrees that no joint venture, partnership, employment, or agency relationship exists between the Customer and Net Essence Ltd. as a result of this agreement or use of the Service.
- Net Essence Ltd.’s performance of this agreement is subject to existing laws and legal process and nothing contained in this agreement is in derogation of Net Essence Ltd.’s right to comply with governmental, court and law enforcement requests.
- If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
- Unless otherwise specified herein, this agreement constitutes the entire agreement between the parties with respect to the Service and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the parties with respect to the Service. · The Customer hereby appoints its address as set out in this license agreement as the Customer’s domicilium citandi et executandi for all purposes relating to this agreement.
- This agreement may not be ceded by the Customer to any other party.
- The clause headings in this agreement are solely used for the convenience of the parties and have no legal or contractual significance.
- This agreement constitutes the sole record of the agreement between the parties in relation to the subject matter hereof.
- Neither party shall be bound by any representation, warranty, promise or the like not recorded herein.
- No addition to, variation, or agreed cancellation of this agreement shall be of any force or effect unless in writing and signed by or on behalf of both parties.
- This agreement supersedes all prior agreements, undertaking and arrangements existing between the parties relating to the subject matter hereof.
18. CHANGES TO THE TERMS AND CONDITIONS
Internet technology and the applicable laws, rules and regulations change frequently. Accordingly, Net Essence Ltd. Reserves the right to change this Agreement at any time upon notice to you, to be given by posting a new version or a change notice. It is your responsibility to review this Agreement periodically for such changes. If at any time you find these Terms unacceptable, you must immediately stop using the Service.