Terms and Conditions — OhSo Digital

The following sets forth the terms and conditions of the Agreement between OhSo Care and its Customers using the Services.

DEFINITIONS

In this Agreement unless the context otherwise requires or unless otherwise specified the following words and expressions shall have the following meanings

“Agreement”: the agreement between OhSo Care and You under the Terms for the supply of Services.
“Business Day”: a day (other than a Saturday, Sunday or public holiday in Ireland) on which banks are open for retail business in Ireland.
“Charges”: the charges payable by the Customer for the supply of the Services in accordance with Clause 4 and as specified on the OhSo Care Platform.
“Confidential Information”: all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, orally or by inspection of documents or during discussions between the parties where the information is:
a)
identified as confidential at the time of the disclosure; or
b)
ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
“Customer and/or “You””: the corporate entity firm, its agents or employees or person seeking to avail of the Services from the Company.
“Data Protection Laws”: all applicable Data Protection Laws, including the General Data Protection Regulation (GDPR) (EU 2016/679), the Data Protection Acts 2018 and to the extent applicable, the data protection or privacy laws of any other country.
“Intellectual Property Rights”: all intellectual property rights including patents, (including utility models and inventions), trade marks (including service marks, trade names and business names), design rights, copyright and related rights (including rights in respect of software), internet designations (including domain names), topography rights (including rights in respect of mask works and semiconductors), moral rights and database rights, (whether or not any of these is registered and including any application for registration of any such rights), know-how, confidential information and trade secrets for the full term of such rights and including any extension to or renewal of the terms of such rights and all rights or forms of protection of a similar nature or having similar effect to any of these which may exist anywhere in the world.
“Law”: the legislation and regulations of the Republic of Ireland.
“OhSo Care”: Rise Rocket Limited t/a OhSo Care (a company registered in the Republic of Ireland with company number 700549 whose registered address is Lis Cara Business Center, 51 Fitzwilliam Square West, Dublin 2, Ireland.
“OhSo Care Platform”: the URL provided by OhSo Care to the Customer specifying the Services, the Charges and these Terms.
“Parties”: collectively OhSo Care and the Customer.
“Services”: The services as indicated to the Customer on the OhSo Care Platform.
“Terms”: the terms and conditions of this Agreement.

1. ACCEPTANCE

1.1

The Customer accepts and acknowledges to be bound by these Terms upon agreeing to the Services as outlined on the OhSo Care Platform.

1.2

Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, these Terms for the purposes of the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

1.3

OhSo Care may amend these Terms from time to time. Amendments will be effective upon OhSo Care’s posting of such updated Terms on the OhSo Care Platform or the amended policies or supplemental terms on the applicable Service. Your continued access or use of the Services after such posting constitutes your consent to be bound by these Terms, as amended.

1.4

The Agreement shall commence on the date the Services are agreed by the Customer and shall renew automatically each year unless at least 1 months’ notice is given by the Customer to OhSo Care in writing or terminated earlier in accordance with clause 12.

2. SERVICES

2.1

OhSo Care shall provide the Services in the following manner;

2.1.1

Support via email shall be provided to the Customer, which is monitored 9:00 A.M to 5:00 P.M Monday to Friday on Business Days;

2.1.2

If OhSo Care becomes aware of a development or issue that is likely to incur additional costs or are otherwise required to provide additional Services that fall outside the scope of what is agreed on the OhSo Care Platform, OhSo Care will discuss this with the Customer first before incurring any additional cost; and

2.1.3

Any bug fixes carried out by OhSo Care shall be deemed to be accepted by the Customer if the Customer does not have any objections within 72 hours of OhSo Care completing the fix.

2.2

OhSo Care’s performance of its obligations under the Terms shall be subject to

2.2.1

The Customer complying with their obligations under clause 5;

2.2.2

Any force majeure event pursuant to clause 13.

2.3

OhSo Care’s server security update service (and those carried out via any official security release program) does not update other software such as framework (Laravel, Adonis.js, Sails.js, Vue.js, etc.), PHP or MySQL versions. A framework upgrade requires unique planning and specific consideration, and does not form any part of OhSo Care’s services. Please contact us for more information on framework versioning.

3. PRICE

3.1

Any price quoted by OhSo Care is a provisional price only but the actual price to be charged to the Customer shall be based upon such ruling price (less any discount allowed by OhSo Care) current as of the date of invoice. In accordance with these Terms, OhSo Care shall be entitled at any time up to the date of invoice to vary the price quoted to the Customer.

3.2

Any queries regarding billing on a Customer account must be raised with OhSo Care within 30 days.

3.3

All credit card/debit card details are entered on a secured page, and they are securely processed.

3.4

The Customer will be billed in Euro. If OhSo Care does not receive payment from the credit card/debit card issuer, the Customer agrees to pay all amounts due on the Customer's account upon demand. If we do not receive prompt payment for all fees, charges and applicable taxes, the Customer will be in default, and we reserve the right to suspend the Services without notice.

3.5

Subject to any right of withdrawal under applicable law, fees, charges and applicable taxes are non-refundable.

4. PAYMENT OPTIONS

4.1

OhSo Care shall invoice the Customer on completion of the Services as per the Charges specified on the OhSo Care Platform. Each invoice shall include such supporting information required by the Customer to verify the accuracy of the invoice, including the relevant purchase order number.

4.2

In consideration of the supply of the Services by OhSo Care, the Customer shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice to a bank account nominated by OhSo Care.

4.3

Customers may also opt to make payment for the Services using their debit or credit card via Stripe.

4.4

Stripe will store certain identifying information, such as your email address and your mobile phone number, and your credit cards and debit cards (“Payment Credentials”). Information stored as part of your Payment Credentials may include information such as your name, the account number and the expiration date, as well as associated information like your billing address and shipping address.

4.5

Stripe will give you the ability to make purchases using your stored Payment Credentials and any other applicable taxes and levies and will be shown on the Stripe payment link.

4.6

Interest at the yearly rate as set out in the Courts Act, 1981 may be charged from day to day on all monies outstanding under the Agreement at OhSo Care’s discretion, on any overdue payments. Such interest will be payable on demand and may be charged and added to the balance of overdue payments, and thereby compounded, from time to time as OhSo Care may determine.

4.7

Any delay or default by the Customer in making payment in accordance with this Agreement shall render all sums owing to OhSo Care on any account whatsoever including the costs of recovery of such sums, due and payable forthwith without requirement for any notice to be given to the Customer, and interest will be charged in accordance with the Agreement with immediate effect until the date of actual payment.

4.8

The Customer shall not be entitled to withhold payment of any amount payable to OhSo Care by reason of any dispute or claim by the Customer (whether or not the Services are to be provided by instalments and in such case each instalment is deemed to constitute a separate and distinct Agreement).

5. OBLIGATIONS OF THE CUSTOMER

5.1

The Customer shall be responsible for;

5.1.1

The customer’s representative being available at reasonable times to resolve any requests or incidents relating to the Services;

5.1.2

Supplying relevant access and login information;and

5.1.3

Providing full administrative access to OhSo Care in order for OhSo Care to provide the Services.

6. CUSTOMER INDEMNITY

6.1

The Customer agrees to indemnify, defend and hold OhSo Care, its officers, directors, employees, agents, licensors, and suppliers harmless from and against all claims, liabilities, losses, expenses, damages and costs, including legal fees, resulting from any breach of the Terms, breach of any warranty or any obligation of the Customer arising from or out of connection with the Services, including but not limited to:

any breach of any applicable Law by you; and

ii)

any action, claim, proceeding or demand instituted or made against OhSo Care by a third party which arises directly or indirectly out of any conduct by you.

6.2

This indemnity is a continuing obligation, separate and independent from your other obligations under this Agreement and this indemnity does not merge on completion of this Agreement.

7. INTELLECTUAL PROPERTY

7.1

The Customer retains all Intellectual Property belonging to them in connection with the performance of the Services and grants OhSo Care a non-exclusive licence to such Intellectual Property Rights to the extent required by OhSo Care to perform its obligations under this Agreement.

7.2

All Intellectual Property Rights in any works arising in connection with the performance of the Services by OhSo Care shall be the property of OhSo Care, and OhSo Care hereby grants to the Customer a non-exclusive licence to such Intellectual Property Rights to the extent required by the Customer to receive the benefit or perform its obligations under, this Agreement.

7.3

The Customer shall indemnify OhSo Care against all damages, losses and expenses arising as a result of any action or claim that the Services infringe any Intellectual Property Rights of a third party.

7.4

At its own expense, the Customer shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to clause 7.2.

8. THIRD PARTY SERVICE PROVIDERS

8.1

The Customer agrees that OhSo Care may appoint third-party service providers to assist in providing the Services to the Customer.

8.2

As between the Customer and OhSo Care, OhSo Care shall remain liable for performance of the Services,but shall not assume any liability for any acts or omissions of any third-party service provider appointed by it pursuant to this clause 8.

8.3

OhSo Care may disclose personal information to third party service providers for the purpose of enabling them to provide their services, including (without limitation) IT service providers, data storage, web-hosting and server providers, debt collectors, maintenance or problem-solving providers, marketing or advertising providers, professional advisors and payment systems operators.

9. DATA PROTECTION

9.1

Both parties will comply with all applicable requirements of the Data Protection Laws in performing their duties or exercising their rights under this agreement. This clause 8 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Laws.

9.2

Without prejudice to the generality of clause 8.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to OhSo Care if so, required for the duration and purposes of this Agreement.

10. CONFIDENTIALITY

10.1

The Customer agrees to treat as secret and confidential and agrees not to disclose or allow to be disclosed to any person or otherwise make use of or permit to be made use of any unpublished information relating to OhSo Care’s, Intellectual Property Rights, technology, or other know-how, business plans or finances or any such information relating to a subsidiary, supplier, where the information was received during the Term of this Agreement with OhSo Care and upon termination of their Agreement with OhSo Care for whatever reason the Customer shall deliver up to OhSo Care all working papers, computer discs and tapes or other material and copies provided to or prepared by them that relate to the Services.

11. EXCLUSION

11.1

In the event of any breach of any obligations of the Customer under these Terms or any applicable law, the Customer may be temporarily or permanently excluded from the use of the Services or from individual partial aspects of the Services at the sole discretion of OhSo Care.

12. LIMITATION OF LIABILITY

12.1

Nothing in this Agreement excludes or limits the liability of OhSo Care for death or personal injury caused by OhSo Care’s negligence or for fraudulent misrepresentation other liability that cannot be excluded or limited by applicable law.

12.2

OhSo Care’s total liability to you in contract, tort, (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of OhSo Care’s obligations under these Terms shall be limited your total amounts paid to OhSo Care during the 1 month prior to the event giving rise to the liability.

12.3

OhSo Care shall not be liable for defects resulting from the improper use of the Services by you or by any other third party.

12.4

OhSo Care shall not be liable to you whether arising under these Terms or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any Consequential Loss. “Consequential Loss” shall for these purposes mean: pure economic loss; loss of profits (whether categorised as direct or indirect, actual or anticipated); losses arising from business interruption; loss of business revenue, loss of income, loss of goodwill or reputation, anticipated savings; losses whether or not occurring in the normal course of business, wasted management or staff time; and loss or corruption of data.

12.5

These Terms, set out the full extent of our obligations and liabilities in respect of your access to the Services. Except as expressly stated in these Terms, there are no conditions, warranties, representations, or other terms, express or implied, that are binding on us. Any condition, warranty, representation, or other term concerning the supply of the Services which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by applicable law.

12.6

In the event that there is a service failure in relation to any third-party partners or suppliers of OhSo Care which affect the ability of OhSo Care to provide Services to the Customer, OhSo Care shall use all reasonable endeavours to minimise any downtime to the extent this is in the control of OhSo Care.

13. TERMINATION

13.1

Without affecting any other right or remedy available to it, OhSo Care may terminate this Agreement with immediate effect giving 24 hours notice to the Customer and shall issue a refund to the Customer for any Services paid for that have not been provided by OhSo Care on that date of termination.

13.2

Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

13.2.1

the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 Business Days after being notified in writing to make such payment;

13.2.2

the other party commits a material or persistent breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 Business Days after being notified in writing to do so;

13.2.3

the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of s570 of the Companies Act 2014;

13.2.4

the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

13.2.5

the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.

13.2.6

the other party (being an individual) is the subject of a bankruptcy petition, application or order; or

13.2.7

any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.3(c) to 10.3(f) (inclusive).

13.3

On termination of this Agreement by OhSo Care pursuant to clause 12.2, all licences granted by OhSo Care under this Agreement shall terminate immediately.

13.4

On expiry or termination of this Agreement, all provisions of this Agreement shall cease to have effect, except that any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

14. ACTS BEYOND OUR CONTROL: FORCE MAJEURE

14.1

Sometimes the delivery of the Services may be impacted by events beyond our reasonable control, known as “Force Majeure”, events. “Force Majeure” means anything outside of our reasonable control, including, but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, sabotage, pandemic, epidemic, labour dispute, power shortage, network failure, server crashes, deletion, corruption, loss or removal of data, including, without limitation, where you cease to be entitled to access the Internet or cease to have access to the Internet, for whatever reason, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency.

14.2

If OhSo Care is wholly or partially precluded from complying with its obligations under these Terms by Force Majeure, then OhSo Care’s obligation to perform in accordance with these Terms will be suspended for the duration of the period of Force Majeure.

15. MISCELLANEOUS

15.1

Notices relating to these Terms. All notices given by OhSo Care to the Customer will be sent to their designated email address provided by them during the signing of the Agreement.

15.2

Reliance on these Terms. We intend to rely on these written Terms and any document expressly referred to in them in relation to the subject matter of any Agreement between us. We and you will be legally bound by these Terms.

15.3

References to ‘including’ and other similar expressions. In these Terms, words that appear after the expression ‘include’, ‘including’, ‘other’, ‘for example’, ‘such as’ or ‘in particular’ (or any similar expression) will not limit the meaning of the words appearing before such expression.

15.4

The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights or obligations under this Agreement, without the prior written consent of OhSo Care, such consent not to be unreasonably withheld or delayed. OhSo Care may assign any of its rights under the Agreement or transfer all of its rights or obligations by novation, to any other party.

15.5

These Terms will be governed by and construed in accordance with the laws of Ireland, and you hereby submit to the exclusive jurisdiction of the Irish Courts. If any provision of these Terms is found to be invalid or unenforceable by a court of law, such invalidity or unenforceability will not affect the remainder of the Terms which will continue in full force and effect.

Rise Rocket Limited t/a Ohso Care [51 Fitzwilliam Square W, Dublin 2, D02 X504, Ireland]
https://ohso.care