Terms and Conditions

THE CUSTOMER AGREES TO THE FOLLOWING TERMS AND CONDITIONS FOR ALL DEALINGS THEY HAVE WITH BGATE HOLDINGS LTD.

IT IS HEREBY AGREED that Bgate will provide services to the Customer on the following terms and conditions.

1. DEFINITIONS

“Agreement” means the agreement described in these Terms and Conditions.

“Service Proposal” means the agreement made between Bgate and the customer as described in the Service Proposal document which has been signed by the customer and Bgate outlining the agreed parameters and costs of the services to be provided by Bgate.

“Effective Date” means the date the Customer processes their first ‘live’ order or an agreed commencement date specified in the Service proposal.

“Minimum Period” means the term as selected by the Customer in Clause 2.b

“Renewal Period” means twelve (12) calendar months. “Website” means system accessed at www.Bgate.com

2. COMMENCEMENT AND DURATION

a) This Agreement shall commence on the stated Effective Date and shall continue for the Minimum Period which will be no less than 12 months.

b) If this Agreement has not been terminated, or notice of termination pursuant to sub-clause 3.a has not been given by either party, then the Agreement shall be automatically renewed for a further term equal to the Renewal Period upon the same standard terms and conditions as then exist between Bgate and its customers.

3. TERMINATION

a) Either party may terminate the Agreement by giving not less than one (1) calendar month’s prior written notice to the other party at any time prior to the expiration of the term of the Agreement, the termination date being the last day of the term of the Agreement, or the end of the one (1) calendar month notice period, whichever is the later.

b) Once the termination date of the Agreement is reached the Customer may request written confirmation that all copies of its data and information has been deleted from the Bgate system.

c) The customer agrees to pay any and all outstanding Bgate invoices within 7 days of the termination date.

4. SERVICES

a) Bgate shall provide its Electronic Procurement service to the Customer in a good and professional manner.

b) Additional services to the Customer will be charged separately from the core application offering and these parameters of the services and costs will be agreed in writing with the client before being activated or supplied.

c) Bgate shall provide a robust hardware, software and network environment to enable provision of services to the Customer via the website.

d) To facilitate the delivery of Bgate’s services, the Customer shall provide a sufficiently robust Internet connection and suitably specified PC or other access device at its own costs.

5. CHARGES

a) On the 1st day of each month, Bgate will invoice the customer the monthly fees and charges for the prior months trading as defined in the Service Proposal. If the Fees (or any other Charges owed to Bgate) have not been paid within 30 days of the above date then Bgate reserves the right to suspend service to the customer until outstanding invoices and fees are paid.

b) Bgate will provide an Invoice to support all Fees and Charges. This will be delivered to the email address nominated by the customer.

c) Bgate may vary its Fees from time to time by giving 30 days notice in writing to the customer.

6. WARRANTIES

a) Bgate warrants that it will use all reasonable skill, care and diligence in the provision of the services agreed to be provided by the Service Proposal.

b) Notwithstanding the provisions of sub-clause 4.a, the Customer acknowledges that it has entered into the Agreement relying on its own judgment and not upon any warranty or representation made by Bgate that the Services specified in clause 4 are suitable or adequate for the Customer’s particular business or purpose.

c) Apart from warranties contained in this agreement or implied by law and which are incapable of exclusion, restriction or modification, Bgate makes no other warranty, representation or undertaking whatsoever in respect of the Services or any hardware, software or network environment to be used or supplied.

d) The Customer acknowledges that the Services provided pursuant to the Service Proposal are being acquired for use in the Customer’s business.

7. TITLE RIGHTS

The title rights, copyrights and all other rights of intellectual property whatsoever in any information, software, material, technique, procedure or other know-how produced for or used in providing the Services pursuant to the provisions of this Agreement shall remain vested exclusively in Bgate.

8. LIMITATION OF LIABILITY

a) Bgate shall not be liable to the Customer or any other party in any manner whatsoever whether direct or indirect arising out of:

i. the Customer’s connection to the Internet;

ii. the suspension of service due to Customer’s late payment

iii. the Customer’s acts or defaults in relation to errors in input or statistical misinformation;

iv. a default or malfunction in the systems or services of any third party utilised by the Customer or Bgate

b) The customer acknowledges that under no circumstances shall Bgate be liable for any consequential loss or damage occasioned by the negligence, breach of contract or breach of duty of Bgate howsoever arising;

c) The customer agrees that the liability (if any) of Bgate to the customer shall not exceed the total amount invoiced by Bgate to the customer in the period of one month prior to the breach by Bgate.

9. FORCE MAJEURE

a) Bgate shall not be liable to the Customer or any other party claiming through the Customer in respect of anything which, apart from this provision, may constitute breach of this Agreement arising by reason of force majeure, namely, circumstances beyond the control of Bgate which prevent or limit Bgate’s ability to perform its obligations pursuant to this Agreement. Circumstances which constitute force majeure shall include (but shall not be limited to) acts of God, fire, flood, earthquake, explosion, sabotage, accident, embargo, riot, civil commotion, computer virus, breakdown of equipment, and failure of electrical supply or telecommunications links.

10. CONFIDENTIALITY

a) Both parties, including their respective employees, agents and sub-contractors, shall keep confidential the terms of the Agreement, Service Proposal and all data and other information, which shall come into their possession pursuant to or in the performance of the Agreement.

b) Bgate shall operate its business in accordance with its Privacy Statement at www.Bgate.com and as required by law.

11. SECURITY

a) Bgate shall provide a comprehensive and secure environment to protect the integrity and security of the Website, and of the Customer’s and Bgate’s information.

b) The Customer will not attempt to compromise Bgate’s security environment or service availability through hacking, denial of service attacks and the like. The Customer will be responsible for the actions of its employees, agents and sub-contractors in breach of this provision.

12. ARBITRATION

Arbitration: If any dispute or difference arises between the parties or any of them as to the construction, meaning or effect of these Terms and Conditions or as to any matter or thing arising thereunder, then either party may give to the other notice of such dispute or difference and such dispute or difference shall be and is hereby referred to the arbitration and final decision of such person as the parties may agree to appoint as arbitrator or, failing agreement, such other person as may be nominated by the Chairperson for the time being of the Chartered Institute of Arbitrators, Irish branch at the request of either party, and the award of such arbitrator will be final and binding on the parties. Such a reference will be deemed to be a submission to arbitration within the meaning of the Arbitration Acts, 1954 and 1980 or any Act amending same.

13. LAW

This Agreement shall be governed by the laws of Ireland and each party irrevocably submits to the exclusive jurisdiction of the Irish Courts.

14. BINDING AGREEMENT

a) These Terms and Conditions constitute the entire Agreement between the parties.

b) By confirming that you have read this Agreement the Customer or its duly authorised representative shall signify the Customer’s acceptance of and interest to be bound by the provisions of this Agreement and shall constitute and be deemed to be proper and lawful execution of the terms and conditions as described in this Agreement.

c) By signing a Bgate Proposal Document, Bgate or its duly authorised representative subsequent to the Customer shall constitute a binding agreement being completed between the parties as at the date specified and commencing from the stated Effective Date.

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