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Ex Ordo Terms of Service
About these Terms
These Terms of Service (together with the documents referred to herein) set out the terms on which you may make use of this Site, the Software and/or the Service made available at the Site, or otherwise provided to you, by Ex Ordo Limited.
References to “Ex Ordo Limited” or “Ex Ordo” or “the Company” or “we” or “us” or “our” in these Terms of Service, means Ex Ordo Limited, a private company limited by shares incorporated in Ireland under number 503411 having its registered office at Atlanta House, 36 Dominick Street Lower, Galway, H91 K20Y, Ireland.
These Terms of Service include and are made up of the following:
Glossary of Defined Terms
Acceptable Use Policy (including Content Standards)
General Terms of Service
By using this Site, the Service, the Software and/or entering into a contract with us, you confirm that you accept these Terms of Service as they apply to you and that you agree to comply with them. If you do not agree to these Terms of Service, you must not use this Site, the Software or the Service.
We reserve the right to update and change the Terms of Service from time to time without notice. Continued use of the Service after any such changes will constitute your acceptance of them. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service.
Privacy, Data Protection and Cookies
1.GLOSSARY OF DEFINED TERMS
In the Terms of Service, the following expressions have the following meanings unless the context otherwise requires.
“Acceptable Use Policy” means Ex Ordo’s acceptable use policy for the Site and any Software or Service made available by Ex Ordo on the Site and set out in section 2 of the Terms of Service.
“Account” means an account set up by a Conference Participant with Ex Ordo to access, upload submissions, review submissions, register for, attend and/or participate in a Conference that has already been created by a Conference Organiser.
“Applicable Law” means (i) any and all laws, statutes, regulations, by-laws, orders, ordinances and court decrees that apply to the performance, supply and use of the Service and (ii) the terms and conditions of any applicable approvals, consents, exemptions, filings, licences, authorities, permits, registrations or waivers issued or granted by, or any binding requirement, instruction, direction or order of, any applicable government department, authority or agency having jurisdiction in respect of that matter.
“Brexit” means the United Kingdom ceasing to be a member state of the European Union.
“Brexit Trigger Event” means any of the following events occurring at any time after the UK cease to be a Member State of the European Union:
a substantial adverse impact on the Party’s ability to perform the Agreement in accordance with its terms and the law;
an increase in the costs incurred by a party in performing the Agreement of at least 15% since the price for the Service was last agreed;
the price of the Service under this Agreement is at least 15% lower than the market value for similar services.
“Business Day” means a day other than a Saturday, Sunday or public holiday in Ireland, when banks in Dublin are open for business.
“Business Hours” means 9:00am to 5:00pm inclusive (Irish time) on any Business Day.
“Charges” means the charges set out in the Order, or otherwise agreed in writing by Ex Ordo and the Conference Organiser, which are payable by a Conference Organiser to subscribe to and use the Service pursuant to this Agreement.
“Commencement Date” has the meaning given to it under clause 3.1.2 of the General Terms of Service.
“Conference” means a conference, seminar or other event which is organised, owned and/or managed by a Conference Organiser using the Service.
“Conference Organiser” means a natural person, partnership or incorporated organisation, entity or association which subscribes to the Service to create, own and/or manage a Conference.
“Conference Organiser Personal Data” where the Conference Organiser is a Controller of Personal Data, means the Personal Data provided or made available to Ex Ordo, or collected or created for the Conference Organiser in relation to a Conference and/or the Service.
“Conference Participant” means a person who sets up an Account and accesses, uploads submissions, reviews submissions, registers for, attends and/or participates in a Conference.
“Confidential Information” means, all information of a confidential nature relating to the relevant party to this Agreement, its servants, agents, or subcontractors which is provided to another party, its or its servants, agents, or sub-contractors, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains, or is derived, or copied from such information, including but not limited to information relating to a Conference Participant, but excludes information that:
is or becomes public information other than as a direct or indirect result of any breach of this Agreement by the receiving party; or
is identified in writing at the time of delivery as non-confidential by the disclosing party its servants, agents, or sub-contractors; or;
is known by the receiving party before the date the information is disclosed by the disclosing party to the receiving party or any of the receiving party’s servants, agents, or sub-contractors or is lawfully obtained by the receiving party after that date, from a source which is, as far as the receiving party is aware, unconnected with the disclosing party and which, in either case, as far as the receiving party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.
“Content” means any information, files, data, reports, materials, articles, abstracts, papers, presentations, publications, images, media, videos and other recordings, comments, code or other content of any kind.
“Content Standards” means the standards that must be complied with when a User, a Conference Organiser and/or a Conference Participant uploads to or makes available on the Site and/or the Service any Content, as further described in the Acceptable Use Policy.
“Contract” means the contract between Ex Ordo and a Conference Organiser and/or a Conference Participant in relation to the supply and use of the Service in accordance with these Terms of Service.
“Contribution” means any contribution made or Content uploaded to and made available on the Site and/or the Service by a User, a Conference Organiser and/or a Conference Participant.
“Controller” with regard to Personal Data, has the meaning given to it under the GDPR.
“Data Protection Legislation” means all Applicable Law, including the GDPR, and any binding codes of practice or regulations or other legislation made under or separate to the GDPR relating to the Processing of Personal Data.
“Data Subject” with regard to Personal Data, has the meaning given to it under the GDPR, and for these purposes may include an individual Conference Participant or User.
“EEA” means the European Economic Area.
“Ex Ordo Limited” or “Ex Ordo” or “the Company” or “we” or “us” or “our” in these Terms of Service means Ex Ordo Limited, a private company limited by shares incorporated in Ireland under number 503411 having its registered office at Atlanta House, 36 Dominick Street Lower, Galway, H91 K20Y, Ireland.
“Ex Ordo IPR” means all IPR owned and/or controlled by Ex Ordo in and to the Site, the Software and the Service.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data as applicable as of 25 May 2018, as may be amended from time to time.
“General Terms of Services” means the general term of service set out in section 3 of these Terms of Service.
“Intellectual Property Rights” or “IPR” means patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Interactive Services” means interactive services provided by Ex Ordo on the Site or as part of the Service, including, without limitation, providing feedback to Conference Participants in relation to submissions uploaded to the Conference, messaging Conference Participants, commenting on Conference Participants posts in relation to a Conference, following or adding Conference Participants to their respective contacts lists, any Content and/or the Service.
“Licence Term” with regard to a Conference Organiser, means the period commencing on the Commencement Date and continuing for the duration of its paid licence of the Service (when it automatically terminates) as set out in the Order or otherwise agreed in writing by Ex Ordo.
“Order” means your written acceptance of Ex Ordo’s quotation and/or Proposal for the Service.
“Personal Data” has the meaning given to it in the GDPR.
“Personal Data Transfers” means the transmission of data through a network, or any communication, copying or transmission of Personal Data from one medium to another, irrespective of the type of support, since these Personal Data are intended to be processed and/or stored in the Third Country.
“Processing” with regard to Personal Data, means has the meaning given to it in the GDPR and the expression “process” shall be construed accordingly.
“Processor” with regard to Personal Data, has the meaning given to it in the GDPR.
“Proposal” means the proposal issued by Ex Ordo to a Conference Organiser to provide the Service for a single Conference or multiple Conferences.
"Security Breach" means an incident which resulted in (or which if successful would have resulted in) the accidental or unlawful destruction, loss, alteration or unauthorised disclosure of, or access to, Conference Organiser Personal Data while in the custody or control of Ex Ordo or a Sub-Processor.
"Service" means the service to be provided by Ex Ordo to a Conference Organiser or a Conference Participant pursuant to the Terms of Service.
“Site” means www.exordo.com or any other website operated by Ex Ordo in relation to the Service.
“Software” means the application, code and/or other software which is owned and/or controlled by Ex Ordo and made available for use with or as part of the Service.
“Sub-Processor” means another Processor engaged by Ex Ordo to carry out Processing activities in respect of the Conference Organiser Personal Data on behalf of and authorised by the Conference Organiser in accordance with clause 3.10 of the General Terms of Service.
“Terms of Service” or “Agreement” means these Terms of Service, and any valid amendment to them.
“Third Country” means all states that are not members of the EEA or which have not been recognized by the European Commission as providing an adequate level of protection for Personal Data.
“User” means a user of the Site, the Software and/or the Service other than a Conference Organiser or a Conference Participant.
“You” or “Your” under these Terms of Service means the Conference Organiser, Conference Participant or User, as the context requires.
1.2.1 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.2.2 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
1.2.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.2.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.2.5 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.
1.2.6 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
1.2.7 A reference to writing or written includes email but not faxes.
1.2.8 References to clauses and schedules are to the clauses and schedules of this Agreement.
2.ACCEPTABLE USE POLICY
PLEASE READ THE TERMS OF THIS POLICY CAREFULLY BEFORE USING THE SITE, THE SOFTWARE AND/OR THE SERVICE
This Acceptable Use Policy sets out the Content Standards that apply when you upload Content to the Site, make contact with others on the Site, link to the Site, or interact with the Site in any other way. This Acceptable Use Policy applies to Users, Conference Organisers and Conference Participants and their use of the Site and any Software or Service via the Site.
The capitalised terms used in this Acceptable Use Policy have the meanings given to them in the Glossary of Defined Terms.
2.1 ACCEPTANCE OF THESE TERMS
By using the Site, the Software and/or the Service, you confirm that you accept the terms of this Acceptable Use Policy and that you agree to comply with them. If you do not agree to these terms, you must not use the Site, the Software and/or the Service. We recommend that you print a copy of these terms for future reference.
2.2 OTHER TERMS THAT MAY APPLY TO YOU
Our Terms of Service also apply to your use of the Site, the Software and/or the Service. This Acceptable Use Policy forms part of, and should be read together with, our Terms of Service.
2.3 CHANGES TO THE TERMS OF THIS POLICY
We amend these terms from time to time. Every time you wish to use the Site, please check these terms to ensure you understand the terms that apply at that time.
2.4 PROHIBITED USES
2.4.1 You may use the Site, the Software and the Service only for lawful purposes. You may not use the Site, the Software and/or the Service:
in any way that breaches any Applicable Law, including any Data Protection Legislation;
in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
for the purpose of harming or attempting to harm children or vulnerable adults in any way;
to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards below;
to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); and/or
to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect (i) the operation of any computer software or hardware and/or (ii) the security of any Personal Data.
2.4.2 You also agree:
Not to take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure;
Not to bypass any measures we may use to prevent or restrict access to our Site, the Service and/or the Software (or other accounts, computer systems, or networks connected to our Site, the Service and/or the Software);
Not to copy, licence, distribute, sell or otherwise market the Software or the HTML / CSS / JS or visual design elements of our Site, the Service and/or the Software, or any part thereof, or authorise any third party to do any of the foregoing;
Not to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas, or algorithms of any part of our Site, the Service and/or the Software, except to the limited extent Applicable Law specifically prohibit such restriction;
Not to act in a manner that negatively affects other users' ability to use our Site, the Service and/or the Software;
Not to remove any patent numbers, copyright notices or other notices from our Site, the Service and/or the Software;
Not to infringe or attempt to infringe our copyright, trade mark or other Intellectual Property Rights (including our Intellectual Property Rights in and to the Software) or the copyright, trade mark or other Intellectual Property Rights of any third party (including the Intellectual Property rights of any other User, Conference Participant or Conference Organiser).
Not to reproduce, duplicate, copy or re-sell any part of the Site, the Software and/or the Service in contravention of the provisions of this Acceptable Use Policy or any other part of the Terms of Service;
Not to access without authority, interfere with, damage or disrupt:
any part of the Site, the Software and/or the Service;
any equipment or network on which the Site, the Software and/or the Service is or are stored;
any Software used in the provision of the Site and/or the Service; or
any equipment or network or software owned or used by any third party.
Be accurate (where it states facts).
Be genuinely held (where it states opinions).
Comply with Applicable Law in Ireland and in any country from which it is posted.
Be defamatory of any person.
Be obscene, offensive, hateful or inflammatory.
Promote sexually explicit material.
Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
Infringe any copyright, database right or trade mark of or other Intellectual Property Rights of any other person.
Be likely to deceive any person.
Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
Promote any illegal activity.
Be in contempt of court.
Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.
Be likely to harass, upset, embarrass, alarm or annoy any other person.
Impersonate any person, or misrepresent your identity or affiliation with any person.
Show or include flashing, shaking creatives and/or misleading banners, including but not limited to imitating activities from known brands, featuring pay per click or pay per search programs, chat/instant messaging, video chat and live streaming unrelated to the objectives of the Conference, and/or malicious or suspicious activity or any Content which may determine, in our sole discretion, to be inappropriate.
Give the impression that the Contribution emanates from Ex Ordo, if this is not the case.
Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.
Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
Contain any advertising or promote any services or web links to other sites.
2.5 INTERACTIVE SERVICES
2.5.1 We may from time to time provide Interactive Services.
2.5.2 Where we do provide Interactive Services, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).
2.5.3 We will do our best to assess any possible risks for users (and in particular, for children or vulnerable adults) from third parties when they use any Interactive Services provided on the Site, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any Interactive Services we provide on our Site, and we expressly exclude our liability for any loss or damage arising from the use of any Interactive Services by a User, Conference Organiser or Conference Participant in contravention of our Content standards, whether the Interactive Services are moderated or not.
2.5.4 Where we do moderate an Interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.
2.6 CONTENT STANDARDS
2.6.1 Whenever you make use of a feature that allows you to upload Content to our Site or make another Contribution or make contact with other Users, Conference Organisers or Conference Participants, you must comply with the Content Standards notified to you prior to uploading and as set out in this Acceptable Use Policy. These Content Standards apply to any Contribution a User, a Conference Organiser and/or a Conference Participant makes to the Site and/or the Service and to any Interactive Services associated with it.
2.6.2 The Content Standards must be complied with in spirit as well as to the letter. The Content Standards apply to each part of any Contribution as well as to its whole.
2.6.3 Ex Ordo will determine, in its discretion, whether a Contribution breaches the Content Standards.
2.6.4 A Contribution must:
2.6.5 A Contribution must not:
2.6.6 You warrant that your Contribution will comply with these Content Standards and you will be liable to us and indemnify us for any breach of that warranty.
2.6.7 Unless otherwise agreed in writing by the parties, any Content you upload or other Contribution you make to our Site that is presented at the Conference will be considered non-confidential and non-proprietary and may be shared with Users, Conference Organisers or Conference Participants (or prospective Conference Participants). Your Conference Organiser will have access to all Content you upload and Contributions you make in relation to that Conference and may reproduce, publish or disseminate your Content or Contributions in relation to that Conference at any time and in any format and we have no control over such activities. If you have concern or complaint about a Conference Organiser’s use of your Content or Contribution to that Conference, please contact the Conference Organiser immediately. You understand and agree that by uploading any Content or other Contribution to our Site that you may be required to assign copyright to the Conference Organiser or its publisher.
2.6.8 We shall have the right to disclose your identity to any third party who is claiming that any Content or other Contribution posted or uploaded by you to our Site constitutes a violation of their Intellectual Property Rights.
2.6.9 We will not be responsible, or liable to any third party, for the content or accuracy of any Content or other Contribution posted by you or any other user of our Site.
2.6.10 The views expressed by any Conference Organiser, Conference Participant or User on our Site do not represent our views or values.
2.7 YOUR CONTENT
2.7.1 Your Content is your responsibility. Any reliance you place on such information is strictly at your own risk. You shall be solely responsible for your own submissions and the consequences of submitting them. We have no responsibility or liability for your Content or other Contributions, or for any loss or damage your Content or other Contributions may cause to you or others, or for any use of your Content or other Contributors by any third party (including by any Conference Organiser).
2.7.2 We claim no Intellectual Property Rights over the new material you independently create and provide to our Site or when using the Service and/or the Software. Your profile and uploaded materials remain yours.
2.7.3 You will use the Software, the Service and our Site and exercise your rights under these terms and conditions of service, in accordance with all Applicable Law, including, without limitation, all applicable copyright laws and Data Protection Legislation).
2.7.4 Ex Ordo does not pre-screen your Content or Contributions, but we reserve the right in our sole and absolute discretion to screen and/or remove or edit without notice any Content or other Contribution, account keyword or description posted or stored on our Site that is objectionable to us for any reason (or to appoint a third party to do any of the foregoing), and we may do this at any time. You are solely responsible for maintaining copies of and replacing any Content or other Contribution you post or store on our Site.
2.7.5 If you delete your Content or other Contribution from our Site we will take reasonable steps to remove it from our Site. However you acknowledge and accept that caches or other form referencing may be publicly available for a period following the deletion.
2.8 BREACH OF THIS POLICY
2.8.1 When we consider that a breach of this Acceptable Use Policy has occurred, we may take such action as we deem appropriate.
2.8.2 Failure to comply with this Acceptable Use Policy constitutes a material breach of the Terms of Service upon which you are permitted to use our Site and any Software or Service made available on or via the Site, and may result in our taking all or any of the following actions:
Immediate, temporary or permanent withdrawal of your right to use our Site, the Software and/or the Service.
Immediate, temporary or permanent removal of any Contribution uploaded by you to our Site and/or the Service.
Issue of a warning to you.
Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
Further legal action against you.
Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.
2.8.3 We exclude our liability for all action we may take in response to breaches of this Acceptable Use Policy. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.
3.GENERAL TERMS OF SERVICE
3.1 BASIS OF CONTRACT
3.1.1 The Order constitutes an offer by the Conference Organiser to purchase and subscribe to the Service in accordance with these Terms of Service.
3.1.2 The Order shall only be deemed to be accepted when the Conference Organiser issues written acceptance of the Order at which point and on which date the Contract shall come into existence ("Commencement Date").
3.1.3 Any samples, drawings, descriptive matter or advertising issued by Ex Ordo, and any descriptions or illustrations contained in the Ex Ordo’s catalogues, brochures or websites, are issued or published for the sole purpose of giving an approximate idea of the Service described in them. They shall not form part of the Contract or have any contractual force.
3.1.4 These General Terms of Service form part of and should be read together with our Terms of Service, including the Acceptable Use Policy. The Terms of Service apply to the Contract to the exclusion of any other terms that the Conference Organiser, or any Conference Participant or User, seeks to impose or incorporate under any purchase order, proposal, quote, communications, other standard terms and conditions or otherwise, or which are implied by trade, custom, practice or course of dealing.
3.1.5 Any quotation given by Ex Ordo shall not constitute an offer, and is only valid for a period of one calendar month from its date of issue.
3.2 SUPPLY OF SERVICE
3.2.1 Ex Ordo shall, provide the Service for the Licence Term to the Conference Organiser and make the Service accessible to its Conference Participants on and subject to the terms of this Agreement.
3.2.2 Ex Ordo shall use commercially reasonable endeavours to make the Service (excluding Ex Ordo Terms Of Service) available 24 hours a day, seven days a week, except for maintenance which may cause the Conference Organisers and Conference Participants to experience a short period of downtime. If major maintenance (which would require downtime of in excess of one minute) is required, Ex Ordo will advertise same to Conference Organisers and Conference Participants in advance and carry out such major maintenance during low peak times.
3.2.3 Ex Ordo will, as part of the Service, provide the Conference Organiser with Ex Ordo’s standard customer support services during Ex Ordo’s normal business hours in accordance with the its support services policy in effect at the time that the Service is provided. Ex Ordo may amend its support services policy in its sole and absolute discretion from time to time. The Conference Organiser may purchase enhanced support services separately at Ex Ordo’s then current rates.
3.2.4 All Conference Participant queries should be directed to the Conference Organiser.
3.2.5 Ex Ordo will not be liable for any failure to supply the Service in circumstances where the failure to supply the said Service arises as a result of external factors not within its control.
3.3 CONFERENCE ORGANISER OBLIGATIONS
3.3.1 The Conference Organiser shall:
provide Ex Ordo with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by Ex Ordo in order to provide the Service;
without affecting its other obligations under this Agreement, comply with all Applicable Law, including but not limited to applicable Data Protection Legislation, with respect to its activities under this Agreement;
carry out all other Conference Organiser responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Conference Organiser’s provision of such assistance as agreed by the parties, Ex Ordo may adjust any agreed timetable or delivery schedule for the Service (or any part of it) as reasonably necessary;
ensure that its Conference Participants use the Service and in accordance with the terms and conditions of this Agreement and shall be responsible for any of Conference Participant’s breach of this Agreement;
obtain and shall maintain all necessary licences, consents, and permissions necessary for Ex Ordo, its contractors and agents to perform their obligations under this Agreement, including without limitation the Service;
ensure that its network and systems comply with the relevant specifications provided by Ex Ordo from time to time; and
be, to the extent permitted by Applicable Law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Ex Ordo’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Conference Organiser’s network connections or telecommunications links or caused by the internet.
3.4 CHARGES TO AND PAYMENT BY CONFERENCE ORGANISERS
3.4.1 The Conference Organiser shall pay the Charges to Ex Ordo for the Service in accordance with this clause 3.4.
3.4.2 If Ex Ordo has not received payment within 15 days after the due date, and without prejudice to any other rights and remedies of Ex Ordo:
18.104.22.168 Ex Ordo may, without liability to the Conference Organiser, disable the Conference Organiser’s password, account and access to all or part of the Service and Ex Ordo shall be under no obligation to provide any or all of the Service while the invoice(s) concerned remain unpaid; and
22.214.171.124 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then EURIBOR base lending rate from time to time, or at 3% at any time when the base rate is below 0%, commencing on the due date and continuing until fully paid, whether before or after judgment.
3.4.3 All amounts and Charges stated or referred to in this Agreement:
126.96.36.199 shall be payable in the currency stated on the invoice issued by Ex Ordo;
188.8.131.52 unless otherwise provided herein, all charges paid are non-cancellable and non-refundable;
184.108.40.206 are exclusive of Value Added Tax, which shall be added to Ex Ordo’s invoice(s) at the appropriate rate, unless a valid tax exemption applies.
3.4.4 If, at any time whilst using the Service, the Conference Organiser (or its Conference Participants) exceeds the average disk space or bandwidth usage (as determined solely by Ex Ordo) and/or specified in the Order, Ex Ordo will notify you and ask you to reduce the usage within 14 days. After 14 days, Ex Ordo reserves the right to (i) disable your account until your usage is reduced to an acceptable level or (ii) charge the Conference Organiser, and the Conference Organiser shall pay, Ex Ordo’s then current excess data storage fees.
3.5 CONFERENCE PARTICIPANT ACCOUNT SET UP AND USE
3.5.1 To register and use the Service, each Conference Participant must:
220.127.116.11 provide its full legal name, a valid email address and any other information reasonably required in order to complete the signup process;
18.104.22.168 be 18 years of age or older;
22.214.171.124 be a human being. Accounts registered by “bots” or other automated methods are not permitted; and
126.96.36.199 comply with these Terms of Service, including the Acceptable Use Policy.
3.5.2 As a Conference Participant, you will be responsible for:
maintaining the security of your Account password and the security of your Account on your device or network. If you choose, or are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat this information as confidential. You must not disclose it to any third party. We will not be liable for any loss or damage from your failure to comply with this security obligation;
all Content and other Contributions posted, and activity that occurs, on your Account; and
you must notify us immediately of any breach of security or unauthorised use of your Account and you agree to cooperate with us in causing any unauthorised use to cease immediately.
3.5.4 We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms of Service.
3.5.5 If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at firstname.lastname@example.org.
3.5.6 Subject to the terms of this Agreement and in consideration of its compliance with the terms of this Agreement, including full compliance with the terms of the Acceptable Use Policy, Ex Ordo shall permit the Conference Participant and/or grant the Conference Organiser the right to permit its Conference Participants to access the Service for its or their personal use on a non-exclusive, royalty-free, non-transferrable, time limited basis for the duration of its or their Account.
3.5.7 Your Account remains valid unless it is cancelled or terminated.
3.6 PROCESSING OF CONFERENCE PARTICIPANT PERSONAL DATA
3.6.1 When a Conference Participant sets up and uses an Account with us:
the Conference Participant enters into a contract with us; and
we are the Controller of the Conference Participant’s Personal Data for such purposes. For the purposes of clarity, the expression “you” or “your” in this context means the Conference Participant.
3.6.2 In order for us to perform that contract and make the Service, and your Account available to you, as a Conference Participant, we will be required to collect, process and store certain Personal Data about you. This processing is necessary for the performance of our contract with you or in order to take steps at your request prior to entering into the contract.
3.7 CANCELLATION AND TERMINATION OF CONFERENCE PARTICIPANT ACCOUNTS
3.7.1 Ex Ordo may terminate your Account at any time upon notice should you violate this Agreement or otherwise fail to comply with your obligations hereunder as a Conference Participant.
3.7.2 If your Account is dormant for a period of two years, we will use reasonable efforts to contact you to ask if you wish for your Account to be retained or terminated. If we do not hear from you within fourteen calendar days from the date we communicated with you or if we cannot reach you using reasonable efforts, your Account shall be terminated.
3.7.3 Upon cancellation or termination of your Account, all of your Content will be deleted from your Account.
3.7.4 Information in relation to a particular Conference, e.g. published timetables or agendas, abstracts and other published Conference related information or content, may continue to be published or publicly accessible.
3.8 PROPRIETARY RIGHTS AND GRANT OF LICENCES
3.8.1 Ex Ordo IPR. All Intellectual Property Rights in and to the Site, the Software and the Service are owned by Ex Ordo and its licensors.
3.8.2 Conference Organisers. Subject to the terms of this Agreement and in consideration of its payment of the Charges, Ex Ordo hereby grants to the Conference Organiser for the Licence Term a non-exclusive, worldwide, royalty-free, non-transferable, revocable licence under the Ex Ordo IPR solely for the purposes of using the Site, the Software and/or the Service for its own Conference management purposes, with a right to grant sub-licences with Ex Ordo’s prior written consent and with the right to permit its Conference Participants to use the Service solely for the purposes of registering for, attending, uploading submissions, reviewing submissions and/or participating in the Conference.
3.8.3 Conference Participants. Subject to the terms of this Agreement and in consideration of the performance of its obligations under this Agreement (including full compliance with the terms of the Acceptable Use Policy), Ex Ordo hereby grants to the Conference Participant for duration of its Account a non-exclusive, worldwide, royalty-free, non-transferable, non-sublicensable, revocable, time-limited, personal licence under the Ex Ordo IPR solely for the purposes of using the Site, the Software and/or the Service to register for, attend and/or participate in a Conference.
3.8.4 Users. Subject to the terms of this Agreement and in consideration of the performance of its obligations under this Agreement (including full compliance with the terms of the Acceptable Use Policy), Ex Ordo hereby grants to the User a non-exclusive, worldwide, royalty-free, non-transferable, non-sublicensable, revocable, time-limited personal licence under the Ex Ordo IPR solely for the purposes of viewing and browsing the Site for its own informational purposes.
3.8.5 No Implied Licence. Except as expressly stated herein, this Agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software and/or Service
188.8.131.52 By subscribing to the Service and/or publishing Content on our Site (including, by way of example, Conference details and in the case of a Conference Participant (or prospective Conference Participant) your abstracts, papers, presentations, Intellectual Property, publications or any information submitted by you to our Site or any user profile created and updated by you on our Site), you:
understand you are responsible for your Content, its accuracy and reliability;
understand that the Content you publish on or upload to the Site will be published on the Site and available to or accessible by other Conference Participants, Conference Organisers and Users to view, download and/or print;
hereby grant to Ex Ordo a non-exclusive, royalty-free licence to use, publish, store process your Content on the Site and to make it available or accessible to Conference Organisers, Conference Participants and Users to view, download or print in relation to a Conference and/or the Service;
that you have the necessary consents, licences and/or permissions to upload such information; and
warrant and represent to Ex Ordo that the Content is your work and/or that you have all necessary permissions and authority to publish and make available the Content and that to the best of your knowledge your Content does not infringe upon the Intellectual Property Rights of any third party.
184.108.40.206 Our status (and that of any identified Contributors) as the authors of Content on our Site must always be acknowledged and respected.
220.127.116.11 If you are found to be engaging in or have engaged in copyright infringement we reserve the right, without prejudice to or limiting any other remedies that may be available to us, to suspend or deactivate your Account indefinitely and to ban you from using our Site. The copyright owner may also sue you directly for infringement of copyright in submissions made by you to our Site.
3.8.7 Third Party Material. To the extent the Service includes or refers to any third party materials the ownership of such third party materials shall be vested in the third party concerned. Ex Ordo is in no way responsible for the content, accuracy or reliability of any such third party materials.
3.9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:
is or becomes publicly known other than through any act or omission of the receiving party;
was in the other party's lawful possession before the disclosure;
is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
is independently developed by the receiving party, which independent development can be shown by written evidence.
3.9.2 Subject to clause 3.9.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
3.9.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
3.9.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 3.9.4 it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
3.9.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
3.9.6 You acknowledge that details of the Service, and the results of any performance tests of the Service, constitute Ex Ordo’s Confidential Information.
3.9.7 The above provisions of this clause 3.9 shall survive termination of this Agreement, however arising, for a period of 5 years.
3.10 DATA PROTECTION AND PROCESSING OF CONFERENCE ORGANISER PERSONAL DATA
3.10.1 Ex Ordo and the Conference Organiser will comply with all applicable requirements of the Data Protection Legislation. This clause 3.10 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
3.10.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Conference Organiser is the Controller and Ex Ordo is the Processor of the Conference Organiser Personal Data. In relation to a Conference Participant’s login details and set-up of an Account, Ex Ordo will be the Controller of this Personal Data.
3.10.3 Without prejudice to the generality of clause 3.10.1, the Conference Organiser will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Conference Organiser Personal Data to Ex Ordo for the duration and purposes of the Contract.
3.10.4 For the avoidance of doubt, the Conference Organiser will be responsible for obtaining and maintaining all necessary consents, or another valid legal basis within the meaning of the GDPR, to process the Conference Organiser Personal Data, including without limitation obtaining and maintaining the explicit consent of the Conference Participant where the Conference Organiser needs to collect and Process any Special Categories of Data about a Conference Particular, e.g., dietary requirements or other data concerning health, in relation to any particular Conference.
3.10.5 Without prejudice to the generality of clause 3.10.1, Ex Ordo shall, in relation to any Conference Organiser Personal Data Processed for or on behalf of the Conference Organiser in connection with the performance by Ex Ordo of its obligations under the Contract and/or these Terms of Service:
Process that Conference Organiser Personal Data only on the documented written instructions of the Conference Organiser unless Ex Ordo is required by Applicable Law to otherwise Process that Conference Organiser Personal Data. Where Ex Ordo is relying on laws of a member of the European Union or European Union law as the basis for Processing Conference Organiser Personal Data, Ex Ordo shall promptly notify the Conference Organiser of this before performing the processing required by the Applicable Law unless the Applicable Law prohibits Ex Ordo from so notifying the Conference Organiser;
ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful Processing of the Conference Organiser Personal Data and against accidental loss or destruction of, or damage to, the Conference Organiser Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Conference Organiser Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
ensure that all personnel who have access to and/or process Conference Organiser Personal Data are:
obliged to keep the Conference Organiser Personal Data confidential; and
are under an appropriate contractual or other legal obligation to keep the Personal Data confidential;
in the context of Personal Data of EU Data Subjects, not transfer any Conference Organiser Personal Data outside of the European Economic Area unless the following conditions are fulfilled:
the Conference Organiser or Ex Ordo has provided appropriate safeguards in relation to the transfer;
the Data Subject has enforceable rights and effective legal remedies;
Ex Ordo complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Conference Organiser Personal Data that is transferred; and
Ex Ordo complies with reasonable instructions notified to it in advance by the Conference Organiser with respect to the Processing of the Conference Organiser Personal Data;
assist the Conference Organiser, at the Conference Organiser's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
notify the Conference Organiser without undue delay on becoming aware of a Security Breach;
at the written direction of the Conference Organiser, delete or return the Conference Organiser Personal Data and copies thereof to the Conference Organiser on termination of the Agreement unless required by Applicable Law to store the Conference Organiser Personal data; and
maintain complete and accurate records and information to demonstrate its compliance with this clause 3.10 and allow for audits by the Conference Organiser and immediately inform the Conference Organiser if, in the opinion of Ex Ordo, an instruction infringes the Data Protection Legislation.
process the Personal Data only as otherwise required by European Union law or individual European Union member state law to which Ex Order is subject, in which case Ex Ordo shall inform Conference Organiser of that legal requirement before Processing the Personal Data (unless that law, on important grounds of public interest, prohibits the Ex Order from informing Conference Organiser);
make available to Conference Organiser all information necessary to demonstrate its compliance with its obligations under this clause 3.10.
3.10.6 The Conference Organiser consents to Ex Ordo appointing the third party vendors set out in Annex A as Sub-processor of Conference Organiser Personal Data under this Agreement. Ex Ordo shall inform the Conference Organiser of any intended changes, concerning the addition or replacement of Sub-processors. Ex Ordo shall, prior to engaging a Sub-processor, enter into a written agreement with the Sub-processor incorporating terms which are no less onerous than those set out in this clause 3.10 and in either case which Ex Ordo confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Conference Organiser and Ex Ordo, Ex Ordo shall remain fully liable for all acts or omissions of any Sub-processor appointed by it pursuant to this clause 3.10.
3.10.7 Ex Ordo or the Conference Organiser may, at any time on not less than 30 days' notice, revise this clause 3.10 by replacing it with any applicable Controller to Processor standard clauses or similar terms forming part of an applicable certification scheme in relation to the Conference Organiser Personal Data (which shall apply when replaced by attachment to the Agreement).
3.11.1 Subject to clause 3.11.6, you shall defend, indemnify and hold harmless Ex Ordo against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with (i) any negligent or wilful act by you or any breach by you of these Terms of Service, including any breach of warranty by you or failure to comply with applicable Data Protection Legislation, and (ii) any claim made by a third party that the Content published, or any other Contribution made by you to, the Site and/or the Service infringes its Intellectual Property Rights, provided that:
You are given prompt notice of any such claim;
Ex Ordo provides reasonable co-operation to you in the defence and settlement of such claim, at your expense; and
You are given authority to defend or settle the claim.
3.11.2 Ex Ordo shall defend the Conference Organiser, its officers, directors and employees against any claim that the Software and/or Service, or any portion thereof, infringes any Irish patent effective as of the Commencement Date, copyright, trade mark, database right or any other Intellectual Property Rights, and shall indemnify the Conference Organiser for any amounts to the extent awarded against the Conference Organiser in judgment or settlement of such claims, provided that:
Ex Ordo is given prompt notice of any such claim;
The Conference Organiser provides reasonable co-operation to Ex Ordo in the defence and settlement of such claim, at Ex Ordo’s expense; and
Ex Ordo is given sole authority to defend or settle the claim.
3.11.3 In the defence or settlement of any claim, Ex Ordo may procure the right for you, the Conference Organiser to continue using the Service, replace or modify the Service so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days' notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.
3.11.4 In no event shall Ex Ordo, its employees, agents and sub-contractors be liable to you or have any obligation to indemnify you to the extent that the alleged infringement is based on:
a modification of the Software or the Service by anyone other than Ex Ordo; or
the Content or other Contribution made, uploaded or published by you and/or the Conference Participants on the Site; or
your use of the Service in a manner contrary to the instructions given and licence granted by Ex Ordo; or
your use of the Service after notice of the alleged or actual infringement from Ex Ordo or any appropriate authority.
3.11.5 To the maximum extent permitted by Applicable Law, the foregoing and clause 3.10 states your sole and exclusive rights and remedies, and Ex Ordo’s (including Ex Ordo’s employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or other Intellectual Property Rights.
3.11.6 You will have no obligation to defend, indemnify or hold harmless Ex Ordo to the extent the claim, action, proceedings, loss, damages, expenses and costs is (i) caused by the negligence or wilful act of Ex Ordo or (ii) otherwise covered by the indemnity in clause 3.11.1.
3.12 LIMITATION OF LIABILITY
3.12.1 Except as expressly and specifically provided in this Agreement:
You assume sole responsibility for results obtained from the use of the Site, the Software, the Service and the Content by you, and for conclusions drawn from such use. Ex Ordo shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Ex Ordo by you in connection with the Service, or any actions taken by Ex Ordo, at your direction;
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by Applicable Law, excluded from this Agreement; and
the Site, the Software and the Service are provided to you on an "as is" “as available” basis.
3.12.2 You agree and understand that Ex Ordo does not warrant that:
the Service will meet your specific requirements;
the Service will be uninterrupted, timely, secure, or error-free;
the results which may be obtained from the use of the Service will be accurate or reliable;
the quality of any products, services, information, Content or other material purchased or obtained by you through the Service will meet your expectations, and
any errors in the Service will be corrected.
3.12.3 Subject to clause 3.12.1 and 3.12.4, and to the maximum extent permitted by Applicable Law:
Ex Ordo shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
Ex Ordo’s total aggregate liability to you in contract (including in respect of the indemnity at clause 3.11), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to in the case of the Conference Organiser, to the total Charges paid by the Conference Organiser during the 12 months immediately preceding the date on which the claim arose or in the case of any other User or Conference Participant to the sum of €1,000.
3.12.4 Nothing in this Agreement excludes the liability of Ex Ordo for death or personal injury caused by Ex Ordo’s negligence or for fraud or fraudulent misrepresentation.
3.13 CANCELLATION OR TERMINATION BY OR WITH CONFERENCE ORGANISERS
3.13.1 Each Conference Organiser shall have 14 days from the date of acceptance by Ex Ordo of the Conference Organiser’s Order for the Service within which to cancel its order for the Service. Within this period, any monies paid by the Conference Organiser to Ex Ordo will be returned in full. Cancellations must be notified in writing or by email to Ex Ordo. Any refunds due to a Conference Participant in respect of any particular Conference will be handled and reimbursed by the Conference Organiser directly and Ex Ordo will have no obligation to refund any monies to any Conference Participant in such circumstances.
3.13.2 Without affecting any other right or remedy available to it, either of Ex Ordo or the Conference Organiser may terminate this Agreement with immediate effect by giving written notice to the other party if:
the other party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
3.13.3 Without affecting any other right or remedy available to it, Ex Ordo may terminate this Agreement with immediate effect by giving written notice to the Conference Organiser if the Conference Organiser fails to pay the Charges or any amount due under this Agreement on the due date for payment.
3.13.4 Without affecting any other right or remedy available to it, Ex Ordo may suspend the supply of Service under this Agreement or any other contract between Ex Ordo and the Conference Organiser if the Customer fails to pay the Charges or any other amount due under this Agreement on the due date for payment, the Conference Organiser becomes subject to any of the events listed in clause 3.13.2(b) or clause 3.13.2(c), or Ex Ordo reasonably believes that the Conference Organiser is about to become subject to any of them.
3.13.5 The cancellation or termination of any Account with or by a Conference Participant is subject to the provisions of clause 3.14 of these General Terms of Service.
3.14 CONSEQUENCES OF TERMINATION
3.14.1 On termination of this Agreement pursuant to clause 3.13 or upon the expiration of the Licence Term:
The Conference Organiser shall immediately pay to Ex Ordo all of Ex Ordo’s outstanding unpaid invoices and interest and, in respect of the Service supplied but for which no invoice has been submitted, Ex Ordo shall submit an invoice, which shall be payable by the Conference Organiser immediately on receipt;
Any and all licences granted by Ex Ordo in respect of the Service and/or the Ex Ordo IPR shall cease on the date of termination.
3.14.2 Except as provided herein and/or to the extent Ex Ordo is permitted or required by Applicable Law to retain any part of the Content and/or any Conference Organiser Personal Data), all Content shall be deleted within 30 days of termination of the Agreement, and all Conference Organiser Personal Data will be returned to the Conference Organiser or deleted in accordance with the Conference Organiser’s instruction (as Controller of the Conference Organiser Personal Data). Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.
3.14.3 You understand that certain Content published by you or in relation to a particular Conference (e.g. Conference abstracts, Conference agendas, presenter and/or author details, etc.) which is or was published on the internet or otherwise made part of the public domain by you, a Conference Participant and/or Conference Organiser may continue to be published, publicly accessible or archived online. Different publisher terms may apply.
3.15 FORCE MAJEURE
To the maximum extent permitted by Applicable Law, Ex Ordo shall have no liability to a Conference Organiser, a Conference Participant or any User under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Ex Ordo or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
Without prejudice to or limiting Ex Ordo’s right to change the terms of its Acceptable Use Policy and/or Terms of Service at any time and/or its prices and pricing plans, no variation of the Proposal and/or the Service described therein for one or more Conferences shall be effective unless it is in writing and signed by Ex Ordo and the Conference Organiser concerned (or their authorised representative).
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
3.18 RIGHTS AND REMEDIES
Except as expressly provided in this agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is deemed deleted under this clause 3.19, Ex Ordo and the Conference Organise shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
3.20 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud.
A Conference Organiser, Conference Participant or User may not, without the prior written consent of Ex Ordo, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Without prejudice to or limiting its obligations in respect of its Sub-processors, with prior written notice, Ex Ordo may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
3.22 NO PARTNERSHIP OR AGENCY
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise any party to act as agent for the other, and no party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
3.23.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid registered post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by email to email@example.com save unless this relates to service of proceedings.
3.23.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid registered post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
3.24 GOVERNING LAW
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Ireland.
3.25 RESOLUTION OF DISPUTES
3.25.1 Should a dispute arise between the parties to this Agreement relating to the execution of this Agreement, the parties agree, in the first instance, to seek the services of a qualified mediator who will be appointed by both parties and whose professional fees will be discharged by both parties on an equal basis unless agreed otherwise.
3.25.2 Should the parties fail to agree on a mediator, the parties shall request the President or Chief Executive Officer or such officer holding similar roles, for the time being, of the Mediation Institute of Ireland to appoint a mediator.
3.25.3 Should the parties fail to compose their dispute by mediation, the parties agree to place the matter before a qualified arbitrator who will be appointed by both parties and whose professional fees will be discharged by both parties on an equal basis unless agreed otherwise.
3.25.4 Should the parties fail to agree on an arbitrator, the parties shall request the President, or Chief Executive Officer or such officer holding similar roles for the time being, of the Chartered Institute of Arbitrators (Irish Branch) to appoint an arbitrator.
Subject to clause 3.25.1, each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
3.27 BREXIT TRIGGER, RENEGOTIATION AND TERMINATION
3.27.1 Right to Renegotiate or Terminate.
If a Brexit Trigger Event occurs, either Party may:
require the other Party to negotiate in good faith an amendment to this Agreement to alleviate the Brexit Trigger Event; and
if no such amendment is made to this Agreement within 30 days, terminate this Agreement by giving the other Party not less than 28 days’ notice and not more than 60 days’ written notice. On termination under this clause, clause 3.14 (Consequences of Termination) shall apply.
3.27.2 Right to Renegotiate or Terminate.
Save as expressly provided in this clause 3.27, a Brexit Trigger Event shall not terminate or alter (or give any party a right to terminate or alter) this contract, or invalidate any of its terms or discharge or excuse performance under it. If there is an inconsistency between the provisions of this clause and any other provision of this Agreement, the provisions of this clause shall prevail.
Annex A – Sub-Processors
Amazon Web Services EMEA SARL
Google Ireland Ltd.
Help Scout PBC
Hetzner Online GmbH
IRIS Software Ltd. (Kashflow)
LogMeIn, Inc. (Join.me)
The Rocket Science Group LLC (MailChimp)
Novus Via Limited T/A OnePageCRM
PayPal (Europe) SARL
Wildbit, LLC (Postmark)
Slack Technologies Limited
Stripe Payments Europe, Ltd.
Zoho Corporation Pvt. Ltd.
Version last updated 30-October-2019