Terms of Service

By accepting this Agreement, you (the Customer) agree to the terms of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions.This Agreement must be signed by two officers of the entity.If you register for a trial of the software and related services, this Agreement will also govern that trial.AGREEMENT BETWEEN: 1. [NAME], [registered in [COUNTRY] under company number [NUMBER] and having its registered office at [ADDRESS]/[of [ADDRESS]] (the “Customer”); and 2. WRKSENSE LIMITED, registered in Ireland under company number 689545 whose registered office is at 4 Cabinteely Close, Cabinteely, Dublin, Dublin 18 (“WRKSENSE” or “Supplier”).RECITALS:A. WRKSENSE has developed certain software applications and platforms including its software called Wrksense Basic or Wrksense Core which it makes available to subscribers via the internet on a pay-per-user basis for the purpose of improving the hiring process.B. The Customer wishes to use the WRKSENSE service in its business operations.C. WRKSENSE has agreed to provide and the Customer has agreed to take and pay for the WRKSENSE service subject to the terms and conditions of this Agreement.1. Interpretations1.1. The definitions and rules of interpretation in this Section apply in this Agreement.“Additional Fees”, any additional fees and/or charges agreed by both parties outside of the original agreement which may be incorporated into the agreement or as otherwise agreed (for example as a one-off or staged payments). Including (but not exclusively): (i) maintenance, hosting, support and change requests; (ii) moving from a Free subscription to a Test subscription for the Services; (iii) moving to a live Production subscription for the Services; (iv) for additional activity, Services, or usage as agreed; and (v) relating to any applicable Supplier or Third-Party Licence services including usage, set-up, or other services as agreed;“Agreement”, this Agreement for supply of software as a service and its schedules;“Applicable Data Protection Laws”, all applicable privacy and data protection laws including the General Data Protection Regulation (EU) 2016/679) and any applicable national implementing laws, regulations and secondary legislation in Ireland relating to the Processing of Personal Data and the privacy of electronic communications, as amended, replaced, or updated from time to time.“Authorised Users”, those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in Section 2.2 use of his or her to mean any gender of the user.“Business Day”, any day which is not a Saturday, Sunday or public holiday in the Republic of Ireland;“Change of Control”, the beneficial ownership of more than fifty per cent (50%) of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be interpreted accordingly;“Confidential Information”, means all information, however recorded or preserved, disclosed by each party or their representatives to the other party or their representatives (whether before or after the date of this Agreement) relating to each party’s business and/or this Agreement, including without limitation information relating to trade secrets, business plans, finances, personnel data or any information (whether or not technical) that would be regarded as confidential by a reasonable business person or any other information identified as Confidential Information;“Customer Data”, the proprietary non-public data inputted by the Customer, Authorised Users, or WRKSENSE for the Customer, on its Data Subjects, for the purpose of using the Services or facilitating the Customer's use of the Services which includes the subset of data called “AML Risk Data”;“Data Controller”, “Controller”, “Data Processor” and “Processor” have the same meanings as set out in the Data Protection Legislation;“Data Protection Legislation” means the Data Protection Acts 1988 and 2003 and 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, and repealing Directive 95/46/EC (“GDPR”) and all applicable laws and regulations relating to the Processing of Personal Data;“Data Subjects” has the meaning set out in the Data Protection Legislation;“Documentation”, the document made available to the Customer by WRKSENSE online via [●] or such other web address notified by WRKSENSE to the Customer from time to time which sets out a description of the Services and the user instructions for the Service;“Effective Date”, the date of this Agreement;“Initial Subscription Term”, the initial term of this Agreement as set out in Schedule 1;“Member State” has the meaning set out in the Data Protection Legislation;“Normal Business Hours”, 9-5pm GM local Irish time, each Business Day;“Payment Dates”, the dates on which payment is due by the Customer to the Supplier; “Personal Data” shall have the same meaning as set out in the Data Protection Legislation;“Planned Maintenance”, maintenance to the Services and/or the Software that is pre-planned;“Privacy Policy”, means the privacy policy of WRKSENSE, as may be amended from time to time and is available at www.wrksense.com/privacy “Processing” has the meaning set out in the Data Protection Legislation;“Renewal Date”, the periodical times/dates on which the Subscription Fees become due and payable for commencement of a Renewal Period as more particularly described in Schedule 1;“Renewal Period”, the period described in Section 14.1;“Services”, the subscription services provided by WRKSENSE to the Customer under this Agreement via Docusign or any other website notified to the Customer by WRKSENSE from time to time in relation to the Software;“Software”, the then current release and version (unless otherwise agreed between the parties) of the online software applications provided by WRKSENSE as part of the Services;“Subscription Fees”, the subscription fees payable by the Customer to WRKSENSE for the User Subscriptions, as set out in Schedule 1;“Subscription Plan”, the relevant subscription plan for the Services for Free, Test, and Production subscriptions, with associated features, services, and costs, as subscribed to by the Customer;“Subscription Term”, has the meaning given in Section 14.1.4;“Support Services Policy”, WRKSENSE 's policy for providing support in relation to the Services as made available at [●] or such other website address as may be notified to the Customer from time to time;“Third- Party Licences”, any proprietary third-party software incorporated into the Software or made available to the Customer by the Supplier;“Third-Party Licence Fees”, the fees and charges payable in respect of any services consumed using Third-Party Licences, as agreed by the parties;“Union” has the meaning set out in the Data Protection Legislation;“Unplanned Maintenance”, maintenance to the Services and/or Software that is not pre-planned and is carried out on an as needs basis due to its criticality; “User Subscriptions”, the user subscriptions purchased by the Customer pursuant to Section 8.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this Agreement;“Virus(es)”, anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re- arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices; and“WRKSENSE Data”, the information and data used in or in conjunction with the Services that is proprietary of, or licensed by third parties to, WRKSENSE and or data produced and derived by the application of the service.1.2. Clause, schedule, and paragraph headings shall not affect the interpretation of this agreement.1.3. 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.1.4. A reference to a company shall include any company, corporation, or other body corporate, wherever and however incorporated or established. 1.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.1.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.1.7. 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.1.8. 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.1.9. A reference to writing or written excludes fax but not email.1.10. References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

2. User Subscriptions

2.1 Subject to the Customer purchasing the User Subscriptions in accordance with Section 3 and Section 8, the restrictions set out in this Section 2 and the other terms and conditions of this Agreement, WRKSENSE hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations or as otherwise agreed by the parties from time to time in writing.2.2 In relation to the Authorised Users, the Customer undertakes that:2.2.1 the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;2.2.2 it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User for example where a prior Authorised User has terminated his/her employment with the Customer or otherwise changed job or function and no longer requires use of the Services, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;2.2.3 each Authorised User shall keep a secure password for his/her use of the Services and Documentation, that such password shall be changed no less frequently than 3 months, and that each Authorised User shall keep his/her password confidential;2.2.4 it shall maintain a written, up to date list of current Authorised Users and provide such list to WRKSENSE within 5 Business Days of WRKSENSE's written request at any time or times;2.2.5 it shall permit WRKSENSE to audit (including on site and/or remotely through WRKSENSE’s capture of IP and/or MAC addresses and other login/logout activity data to which it has access) the Services in order to establish the name and password of each Authorised User and verify use of the Services. Such audit may be conducted no more than once per quarter, at WRKSENSE's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;2.2.6 if any of the audits referred to in Section 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to WRKSENSE's other rights, the Customer shall promptly disable such passwords and WRKSENSE shall not issue any new passwords to any such individual; and2.2.7 if any of the audits referred to in Section 2.2.5 reveal that the Customer has underpaid Subscription Fees to WRKSENSE, the Customer shall pay to WRKSENSE an amount equal to such underpayment as calculated in accordance with the relevant prices set out in Schedule 1 within 10 Business Days of the date of the relevant audit.2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;2.3.2 facilitates illegal activity;2.3.3 depicts sexually explicit images;2.3.4 promotes unlawful violence;2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or2.3.6 causes damage or injury to any person or property; and WRKSENSE reserves the right, without liability to the Customer, to disable the Customer's access to any material that breaches the provisions of this Section.2.4 The Customer shall not:2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means including any part of WRKSENSE Data, the data models or screens, and any data (including but not limited to, memos, notes, lists, or text) that has been entered by WRKSENSE or one of its agents; or(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or(c) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or(d) except as provided for in this Agreement, use the Services and/or Documentation to provide services to third parties; or(e) subject to Section 16.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or(f) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Section 2; and2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify WRKSENSE. The rights provided under this Section 2 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer, or any third party acting on its behalf.

3. Additional User Subscriptions

3.1 Subject to Section 3.2 and Section 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in Schedule 1 and WRKSENSE shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this Agreement.3.2 If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify WRKSENSE in writing. WRKSENSE shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or disapproval of the request (such approval not to be unreasonably withheld).3.3 If WRKSENSE approves the Customer's request to purchase additional User Subscriptions, the Customer shall, within 30 days of the date of WRKSENSE's invoice, pay to WRKSENSE the relevant fees for such additional User Subscriptions as set out in Schedule 1 and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).3.4 Except with the prior written consent of WRKSENSE, the number of User Subscriptions (including additional User Subscriptions) ordered, may not be decreased by the Customer for any reason prior to the end of the relevant Subscription.

4. Services
4.1 WRKSENSE shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this Agreement.4.2 WRKSENSE shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:4.2.1 planned maintenance carried out during the maintenance window of Saturday and Sunday 9-5pm Irish time or such times as WRKSENSE’s providers require, of which WRKSENSE will endeavour to provide advance notice;4.2.2 unscheduled maintenance performed outside Normal Business Hours, provided that WRKSENSE has used reasonable endeavours to give the Customer at least 4 Normal Business Hours' notice in advance; and4.2.3 unavailability due to matters detailed in Section 16 (Force Majeure).4.3 WRKSENSE will, as part of the Services and at no additional cost to the Customer, provide the Customer with WRKSENSE’s standard customer support services during Normal Business Hours in accordance with WRKSENSE’s Support Services Policy in effect at the time that the Services are provided. WRKSENSE may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at WRKSENSE’s then current rates.

5. Customer Data
5.1 By signing this Agreement, the Customer accepts that the Supplier may collect, retain and process personal data for administration and management purposes (including, where necessary, sensitive personal data) and for such other purposes as may be necessary and that the Supplier may, when necessary for those purposes, transfer and/or make such data available to any Affiliate (which may be located outside the European Economic Area (EEA)), to its advisers, to parties providing products and/or services to the Company (including, without limitation IT systems suppliers), to regulatory authorities (including the Revenue Commissioners), to any potential purchasers of the Supplier or its business (on a confidential basis) and as required by law.5.2 The Customer shall own all rights, title and interest in and to all of the Customer Data, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data used in conjunction with and/or entered into the Services. WRKSENSE shall make the WRKSENSE Data and the Customer Data available ‘as is’ and notwithstanding anything to contrary in this Agreement, WRKSENSE shall not be liable for any reliance placed by the Customer or any third party on the Software, WRKSENSE Data or Customer Data, or otherwise. 5.3 If a client of the Customer informs WRKSENSE in writing (including by email) of his/her wish to block access by the Customer to his or her data, Customer acknowledges that WRKSENSE will restrict the Customer’s access accordingly to the client Data to the extent that such is contained in the Services. Any disputes over such access shall be resolved between the Customer client and Customer.5.4 The Customer shall and does hereby:5.4.1 permit WRKSENSE to (a) anonymise and/or aggregate the Customer Data, (b) monitor, analyse and use such anonymised and/or aggregated data for purposes such as providing market data to the financial services industry (c) analyse use of the Services, (d) analyse how WRKSENSE might improve the Services, (e) use data from and analyses of the Services to improve the efficiency of the Services and analyse the interactions of the various entities in the market;5.4.2 agree that WRKSENSE may access and disclose Customer Data as required by applicable law, as permitted by the Customer, and as is required to provide the Services;5.4.3 agree to comply with the terms of WRKSENSE’s third-party providers (e.g., Microsoft Azure, SendGrid, OpenAI) as is required to use the Services.5.5 WRKSENSE engages the services of third-party providers who also provide backup services for data stored in or entered (including Customer Data) into the Services. The details and scope of such backup services can be obtained from WRKSENSE by accessing [PRIVACY POLICY].5.6 To the maximum extent permitted by applicable law, WRKSENSE shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by WRKSENSE to perform services related to Customer Data maintenance and back-up in which case WRKSENSE’s liability shall be limited to the sums it recovers from such third parties sub-contracted by WRKSENSE).5.7 WRKSENSE shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data available at www.wrksense.com/privacy or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by WRKSENSE in its sole discretion.5.8 If WRKSENSE Processes any Personal Data on the Customer's behalf when performing its obligations under this Agreement, the parties record their intention that the Customer shall be the Data Controller and WRKSENSE shall be a Data Processor and the provisions of clause 12 (Data Protection) shall apply.

6. WRKSENSE’s Obligations
6.1 WRKSENSE undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.6.2 The undertaking at Section 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to WRKSENSE’s instructions, or modification or alteration of the Services by any party other than WRKSENSE or WRKSENSE’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, WRKSENSE will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or (where reasonably possible) provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in Section 6.1. Notwithstanding the foregoing, WRKSENSE:6.2.1 does not warrant that the Customer's use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and6.2.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.6.3 This Agreement shall not prevent WRKSENSE from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.6.4 WRKSENSE warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement.

7. Customer's Obligations
7.1 The Customer shall provide WRKSENSE with:7.1.1 all necessary co-operation in relation to this Agreement; and7.1.2 all necessary access to such information as may be required by WRKSENSE in order to render the Services including but not limited to making transactional client data available to and accessible to WRKSENSE services as may be available from time to time; 7.3 The Customer shall:7.3.1 in relation to security and configuration, comply with all applicable laws and regulations with respect to its activities under this Agreement, including but not limited to Data Protection Legislation;7.3.2 carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, WRKSENSE may adjust any agreed timetable or delivery schedule as reasonably necessary;7.3.3 ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;7.3.4 obtain and maintain all necessary licenses, consents, (or other valid legal bases within the meaning of the Data Protection Legislation) and permissions necessary for WRKSENSE, its contractors and agents to perform their obligations under this Agreement; and ensure that its network and systems comply with the relevant specifications provided by WRKSENSE from time to time; 7.3.5 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to WRKSENSE's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet; and7.3.6 be responsible for the accuracy and completeness of their records, including but not limited to the Customer Data. All liability of WRKSENSE howsoever arising, as a result of errors, inaccuracies, omissions, commissions or a lack of clarity in the Customer’s records are excluded to the maximum extent permitted by applicable law and the Customer indemnifies WRKSENSE and shall keep WRKSENSE indemnified, for any penalties, charges or interest arising directly or indirectly from the provision of inaccurate or incomplete information in the Customer’s records. 8. Charges and Payment8.1 The Customer shall pay the Subscription Fees to WRKSENSE for the User Subscriptions in accordance with this Section 8 and Schedule 1.8.2 The Customer shall on the Effective Date provide to WRKSENSE valid, up-to-date and complete banking and or credit card details or approved purchase order information acceptable to WRKSENSE and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: 8.2.1 its credit card details to WRKSENSE, the Customer hereby authorises WRKSENSE to bill such credit card on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and subject to Section 14.1, on each Renewal Date for the Subscription Fees payable in respect of the next Renewal Period;8.2.2 its approved purchase order information to WRKSENSE, WRKSENSE shall invoice the Customer:(a) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; (b) subject to Section 14.1, at least 15 days prior to each Renewal Date for the Subscription Fees payable in respect of the next Renewal Period;(c) and the Customer shall pay each invoice within 15 days after the date of such invoice.8.3 If WRKSENSE has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of WRKSENSE:8.3.1 WRKSENSE may, without liability to the Customer, disable the Customer's passwords, accounts and access to all or part of the Services and WRKSENSE shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and8.3.2 interest shall accrue on such due amounts at an annual rate equal to 8% percentage points above the EURIBOR base rate at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.8.4 If the Customer disputes any invoice due under this Agreement, the Customer shall immediately notify WRKSENSE in writing, and in any case no later than 5 days from the date of invoice. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. Where only part of the invoice is disputed, the undisputed amount shall be paid on the due date. If it is subsequently resolved that some or all of the amount in dispute ought to have properly been paid at the time of the invoice, the Customer shall pay the amount finally resolved together with interest on that amount in accordance with the terms of payment set out in this Agreement. 8.5 All amounts and fees stated or referred to in this Agreement:8.5.1 shall be payable in euro unless otherwise agreed in writing;8.5.2 non-cancellable and non-refundable;8.5.3 are exclusive of value added tax, which shall be added to WRKSENSE’s invoice(s) at the appropriate rate (unless a valid exemption applies).8.6 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space data transmission capacity or other limits as are specified in Schedule 1, WRKSENSE shall charge the Customer, and the Customer shall pay, WRKSENSE's then current excess data storage, capacity or applicable fees.8.7 WRKSENSE’s excess data storage fees and data transmission fees current as at the Effective Date are set out in Schedule 1.8.8 WRKSENSE shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions and/or the excess storage or data transmission fees payable pursuant to Section 8.7 at the start of each Renewal Period upon 90 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.9. Proprietary Rights9.1 All and any intellectual property rights in or arising out of or in connection with the Services and the Documentation (other than intellectual property rights in any materials provided by the Customer) shall be owned by the Supplier. 9.2 The Customer acknowledges and agrees that WRKSENSE and/or its licensors own all intellectual property rights in the Services and the Documentation.9.3 Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services or the Documentation.9.4 WRKSENSE confirms that it has all the rights and licenses in relation to the Services and the Documentation that are necessary to grant all the rights and licenses it purports to grant under, and in accordance with, the terms of this Agreement.9.5 The Customer shall ensure that all titles, logos, trademarks, copyright and other notices applied by WRKSENSE to the Services, the Documentation or any materials provided or produced by WRKSENSE or the Services in connection with this Agreement shall be reproduced and shall not deleted or removed.9.6 The Customer acknowledges that WRKSENSE may apply and use advertising in the Services in relation to its other products and services which will be accessible by and to the Customer and Authorised Users.9.7 The Customer agrees that WRKSENSE shall have a royalty-free, worldwide, transferable, irrevocable, perpetual license to use or incorporate into any WRKSENSE products or services any suggestions, enhancement requests, recommendations or other feedback provided by the Customer or its Authorised Users relating to the operation of the Services or other products of WRKSENSE.10. Confidentiality10.1 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:10.1.1 is or becomes publicly known other than through any act or omission of the receiving party;10.1.2 was in the other party's lawful possession before the disclosure;10.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;10.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or10.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body however, the receiving party shall first notify the disclosing party of such a requirement.10.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other party's Confidential Information available to any third party or use the other party's Confidential Information for any purpose other than for the proper performance of this Agreement.10.3 Each party shall take all reasonable steps to ensure that the other party'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.10.4 To the maximum extent permitted by applicable law, neither party shall be responsible for any loss, destruction, alteration, or disclosure of Confidential Information caused by any third party.10.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute WRKSENSE’s Confidential Information.10.6 WRKSENSE acknowledges that the Customer Data is the Confidential Information of the Customer.10.7 The Customer acknowledges that details of the Services, and the results of any regulatory examination performance tests of the Services, or premises of WRKSENSE as in cooperation with any Central Bank or policing authority constitute WRKSENSE’s Confidential Information.10.8 Upon the written request of the disclosing party or on the termination of this Agreement, the receiving party shall promptly return the Confidential Information under this Agreement. The receiving party shall not thereafter use the Confidential Information in any way whatsoever.10.9 Section 10 shall continue for the duration of the Subscription Term and shall survive for a period of 5 years thereafter (notwithstanding the termination of this Agreement, however arising).11. Indemnity11.1 The Customer shall defend, indemnify and hold harmless WRKSENSE 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 the Customer's use of the Services and/or Documentation, provided that:11.1.1 the Customer is given prompt notice of any such claim;11.1.2 WRKSENSE provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and11.1.3 the Customer is given sole authority to defend or settle the claim, provided that the Customer shall not settle or make any arrangements to sell the claim without having consulted with WRKSENSE in relation to the proposed settlement.11.2 WRKSENSE shall, subject to Section 13, defend the Customer, its officers, directors and employees against any claim that the Services or Documentation infringes any Irish patent effective as of the Effective Date, copyright, trade mark, database right or other intellectual property right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:11.2.1 WRKSENSE is given prompt notice of any such claim;11.2.2 the Customer provides reasonable co-operation to WRKSENSE in the defence and settlement of such claim, at WRKSENSE's expense; and11.2.3 WRKSENSE is given sole authority to defend or settle the claim.11.3 In the defence or settlement of any claim, WRKSENSE may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.11.4 In no event shall WRKSENSE, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:11.4.1 a modification of the Services or Documentation by anyone other than WRKSENSE; or11.4.2 the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by WRKSENSE; or11.4.3 the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from WRKSENSE or any appropriate authority.11.5 The foregoing states the Customer's sole and exclusive rights and remedies, and WRKSENSE's (including WRKSENSE's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or other intellectual property right or right of confidentiality.12. Data Protection12.1 The Customer shall in the course of fulfilling its obligations under this Agreement:12.1.1 comply with the Data Protection Legislation and any other applicable laws in any other relevant jurisdiction relating to the handling of Personal Data;12.1.2 in relation to Personal Data collected and Processed in the course of fulfilling such obligations, provide to individuals in a mutually agreed form, at the time when individuals provide such Personal Data, a statement that:(a) meets the obligations of the Data Protection Legislation in relation to the collection of Personal Data;(b) clearly states that such Personal Data will be shared with WRKSENSE (as Processor); and(c) seeks to obtain consent from individuals for any uses of Personal Data in relation to the performance of the Services for which consent must separately be obtained; except as required by law or in order to fulfil obligations under this Agreement;12.1.3 in the event of an investigation of a complaint occurring as a result of a breach or alleged breach of this Agreement, cooperate with any investigation by the Data Protection Commissioner or any complaints handling body established under the Data Protection Legislation;12.1.4 provide WRKSENSE with documented instructions as to how the Personal Data may be Processed on the Customer’s behalf; 12.1.5 take all measures required pursuant to Article 32 of the GDPR;12.1.6 respect the conditions referred to in paragraphs 2 and 4 of Article 28 of the GDPR for engaging another Processor.12.2 WRKSENSE shall in the course of fulfilling its obligations under this Agreement:12.2.1 comply with the Customer’s privacy policy (notified to it by the Customer) to the extent that it collects, Processes and discloses Personal Data on behalf of the Customer, in respect of which WRKSENSE shall be the Processor and the Customer shall be the Controller within the meaning of the Data Protection Legislation;12.2.2 Process the Personal Data only on documented instructions from the Controller, including with regard to transfers of Personal Data to a third country or an international organisation, unless required to do so by Union or Member State law to which the Processor is subject; in such a case, the Processor shall inform the Controller of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest;12.2.3 ensure that persons authorised to Process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;12.2.4 taking into account the nature of the Processing, assist the Controller by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Controller's obligation to respond to requests for exercising the Data Subject's rights laid down in Chapter III of the GDPR;12.2.5 in the event of an investigation of a complaint occurring as a result of a breach or alleged breach of this Agreement, cooperate with any investigation by the Data Protection Commissioner or any complaints handling body established under the Data Protection Legislation;12.2.6 assist the Controller in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of Processing and the information available to the Processor;12.2.7 at the choice and expense of the Controller, delete or return all the Personal Data to the Controller after the end of the provision of Services relating to Processing, and delete existing copies unless Union or Member State law requires storage of the Personal Data; 12.2.8 make available to the Controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller.12.3 Nothing in the Agreement shall be deemed to limit the Customer’s obligations under the Data Protection Legislation or this Agreement as a Controller.13. Limitation of liability13.1 This Section 13 sets out the entire financial liability of WRKSENSE (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:13.1.1 any breach of this Agreement;13.1.2 any use made by the Customer of the Services and Documentation or any part of them; and13.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.13.2 Except as expressly and specifically provided in this Agreement and to the maximum extent permitted by applicable law:13.2.1 the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. WRKSENSE shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to WRKSENSE by the Customer in connection with the Services, or any actions taken by WRKSENSE at the Customer's direction;13.2.2 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;13.2.3 the WRKSENSE Data, the Services and the Documentation are provided to the Customer on an "as is" basis; and the Customer acknowledges that WRKSENSE shall have no liability for the WRKSENSE Data, or content on or in the Services, and the Customer shall defend, indemnify and hold harmless WRKSENSE against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation, court costs and reasonable legal fees) arising from any claims by customer client or other third parties due in whole or in part to the reliance by the Customer on the WRKSENSE Data, the Services, Documentation or their content.13.3 Nothing in this Agreement excludes the liability of WRKSENSE for fraud or fraudulent misrepresentation or any other liability that cannot be limited by law.13.4 Subject to Section 13.2 and Section 13.3, and to the maximum extent permitted by applicable law:13.4.1 WRKSENSE 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; and13.4.2 WRKSENSE 's total aggregate liability in contract, 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 the total Subscription Fees paid for the User Subscriptions during the 6 months immediately preceding the date on which the claim arose.13.4.3 The parties agree that any claim or action arising out of or connected with this Agreement that the Customer is permitted to bring against WRKSENSE must be brought within 6 months of the date when its cause of action arose.14. Term and termination14.1 This Agreement shall, unless otherwise terminated as provided in this Section 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods as specified in Schedule 1 (each a “Renewal Period”), unless:14.1.1 either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or14.1.2 the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified to make such payment; or14.1.3 otherwise terminated in accordance with the provisions of this Agreement; or14.1.4 and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term.”14.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if:14.2.1 the other party commits a material breach of any of the terms 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 of the breach; or14.2.2 an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or14.2.3 an order is made for the appointment of an examiner to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an examiner of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder; or14.2.4 a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or14.2.5 the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or14.2.6 the other party ceases, or threatens to cease, to trade; or the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.14.3 WRKSENSE (but not the Customer) may terminate this Agreement on notice to the Customer if there is a Change of Control of the Customer.14.4 On termination of this Agreement for any reason:14.4.1 all licenses granted under this Agreement shall immediately terminate;14.4.2 each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;14.4.3 each party shall erase all the other party’s Confidential Information from their computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically practicable) and if so requested, shall certify in writing (which for the purposes of this clause shall include email) that all such Confidential Information has been returned or erased;14.4.4 notwithstanding anything to the contrary in this Agreement, WRKSENSE shall at the choice and expense of the Customer, delete or return to the Customer the Customer Data (including any Personal Data); and 14.4.5 WRKSENSE shall retain and have a right of use over any anonymised data for its own purposes.14.5 WRKSENSE may destroy or otherwise dispose of any of the Customer Data in its possession unless WRKSENSE receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data.14.6 On termination for any reason, the Customer shall immediately pay to WRKSENSE any sums due to WRKSENSE under this Agreement.14.7 WRKSENSE shall use reasonable commercial endeavours to make available the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by WRKSENSE in returning or disposing of Customer Data.14.8 For the avoidance of doubt, except as and without limiting WRKSENSEs’ rights under Section 14.4.5, any aggregate or anonyomised data held by WRKSENSE, which does not constitute Personal Data shall not be subject to the provisions of this Section.14.9 The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.15. Force majeure15.1 WRKSENSE shall have no liability to the Customer 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 WRKSENSE 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, provided that the Customer is notified of such an event and its expected duration.16. General16.1 Assignment16.1.1 The Customer shall not, without the prior written consent of WRKSENSE, assign, sub-License, and delegate or transfer this Agreement or any of its rights under this Agreement to any other person, firm or company. 16.1.2 No such assignment shall relieve Customer of its obligations hereunder.16.1.3 WRKSENSE 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, with or without notice to the Customer.16.2 Export Laws16.2.1 The Customer acknowledges that the Software may be subject to export and import control laws (including United States export and import laws), and agrees to fully comply with any such laws in connection with the Software should it be required.16.3 Notices16.3.1 All notices to or by the respective parties shall be in writing in the English language and shall be deemed to have been duly given when (a) delivered by hand, (b) posted by recorded delivery post (postage prepaid), (c) sent by reputable overnight courier (d) sent by email to the party to which such notice is required to be given under this Agreement addressed to the parties as provided for in this Agreement; or to such other address or email address as either party may subsequently notify to the other in writing. Notices delivered by hand or by overnight courier shall be deemed received the first Business Day following such delivery or sending. Notices, which have been posted as above, shall be deemed received on the third Business Day following posting. Notices sent by email shall only be deemed delivered upon transmission, delivery recorded.16.4 Waiver16.4.1 Failure or neglect by WRKSENSE to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of WRKSENSE's rights pursuant to this Agreement nor in any way affect the validity of the whole or any part of this Agreement nor prejudice WRKSENSE's rights to take subsequent action.16.5 Entire Agreement and Amendments16.5.1 This Agreement supersedes any arrangements, understandings, promises or agreements made or existing between the parties prior to the signing of this Agreement that constitutes the entire understanding between the parties hereto. Except as otherwise provided in this Agreement, no addition, amendment or modification of this Agreement shall be effective unless it is in writing and signed by and on behalf of each party by a director or such other duly authorized officer as the case may be.16.6 Severability16.6.1 In the event that any or any part of the terms, conditions or provisions contained in this Agreement or any Schedule hereto shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent such term, condition or provision shall to that extent be severed from the remaining terms and conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.16.7 Non-solicitation 16.7.1 Neither party shall (except with the prior written consent of the other party) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of the other party any person employed or engaged by such other party in the provision of the Services or (in the case of the Customer) in the receipt of the Services at any time during the term of this Agreement or for a further period of 12 months after the termination of this Agreement other than by means of a national advertising campaign open to applicants and not specifically targeted at any of the staff of the other party.16.7.2 If either WRKSENSE or the Customer commits any breach of Section 16.7.1, the breaching party shall, on demand, pay to the claiming party a sum equal to 1 year's basic salary that was payable by the claiming party to that employee plus the recruitment costs incurred by the claiming party in replacing such person.16.8 Law and Jurisdiction16.8.1 This Agreement shall be governed by and construed in accordance with the laws of Ireland and the parties agree that any dispute relating to its terms or subject matter shall be subject to the exclusive jurisdiction of the Irish courts.This Agreement has been entered into on the date of your indication of its acceptance. For and on behalf of WRKSENSE For and on behalf of CustomerSignature: Print Name: Print Title: Date: Signature: Print Name: Print Title: Date: SCHEDULE 1Subscription Fees and Subscription Term1. Subscription FeesUnless otherwise agreed in writing, the Subscription Fees are as follows:€65 per month for each user. Payment for the Services shall be paid in advance for the Subscription Term unless otherwise agreed.2. Additional User Subscription FeesUnless otherwise agreed in writing, additional User Subscriptions may be purchased by the Customer in accordance with Section 3 at the rates set out below from time to time:[€ [ ] per month per Additional User Subscription.]3. Storage Space and Capacity Storage capacity: 1 GB in total for each license Authorised User.Excess Data Storage FeesUnless otherwise agreed in writing, WRKSENSE’s excess storage fees and data transmission fee current as at the Effective Date are:File Storage – 1 GB: €10 p/a File Storage Prices exclude VAT. VAT may be applicable to customers in EU members if they are not registered for VAT. VAT is charged at the from time to time current Irish Rate (for information, this rate is 23% in January 2017).4. Initial Subscription Term: [12 months] from the Effective Date.5. Renewal DateEach anniversary of the Effective Date.6. Renewal Period[12 calendar months] from the expiry of the Initial Subscription Term or any subsequent Renewal Period.