Intelligo Software Ltd. — Application Terms of Use

These terms of use ("Terms of Use") govern the legal agreement between you ("End-user" or "you") and Intelligo Software Limited, an Irish registered company with a registered office at: 1 Southern Cross Road, IDA Business Park, Bray, Co Wicklow ("Licensor", "us" or "we"), for payroll administration software provided by us to you and your employer, in which these Terms of Use are included ("App").

We license use of the App to you on the basis of these Terms of Use and subject to any rules or policies applied by any appstore provider or operator from whose site ("Appstore"), the End-user downloaded the App ("Appstore Rules"). We do not sell the App to you. We remain the owners of the App at all times.

OPERATING SYSTEM REQUIREMENTS THIS APP MAY REQUIRE A CERTAIN TYPE OF MOBILE TELEPHONE OR HANDHELD DEVICE WITH A MINIMUM AMOUNT OF MEMORY, RUNNING A CERTAIN OPERATING SYSTEM, WITH INTERNET ACCESS AND ANY OTHER REQUIREMENTS AS MAY BE NOTIFIED TO YOU FROM TIME TO TIME.

IMPORTANT NOTICE:

BY DOWNLOADING THE APP YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU. THE TERMS OF THE LICENCE INCLUDE, IN PARTICULAR, THE PRIVACY POLICY DEFINED IN CLAUSE 1.7 AND LIMITATIONS ON LIABILITY IN CLAUSE 6.

IT IS HEREBY AGREED

• 1. ACKNOWLEDGEMENTS
• 1.1 These Terms of Use apply to the App or any of the services accessible through the App ("Services"), including any updates or supplements to the App, unless they come with separate terms, in which case those terms apply. If any open-source software is included in the App or any Service, the terms of an open-source licence may override some of the terms of these Terms of Use.
• 1.2 We may change these Terms of Use at any time by notifying you of a change when you next start the App. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the Services.
• 1.3 From time to time updates to the App may be issued through the Appstore. Depending on the update, you may not be able to use the Services until you have downloaded or streamed the latest version of the App and accepted any new terms.
• 1.4 We reserve the right to charge fees for any of the Services. We will notify you in advance of any fees that may be charged for use of the Services.
• 1.5 You will be assumed to have obtained permission from the owners of the mobile telephone or handheld devices that are controlled, but not owned, by you ("Devices") and to download or stream a copy of the App onto the Devices.
• 1.6 Use of the Services may require internet access. You and any owners of the Devices may be charged by your and their service providers for internet access on the Devices. You accept responsibility in accordance with these Terms of Use for the use of the App or any Service on or in relation to any Device, whether or not it is owned by you.
• 1.7 The terms of our privacy policy from time to time, ("Privacy Policy") are incorporated into these Terms of Use by reference. Additionally, by using the App or any Service, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using the App or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
• 1.8 The App or any Service may contain links to other independent third-party websites ("Third-party Sites"). Third-party Sites are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third-party Sites, including the purchase and use of any products or services accessible through them.
• 1.9 Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.
• 2. GRANT AND SCOPE OF LICENCE
• 2.1 In consideration of you agreeing these Terms of Use, we grant you a limited non-transferable, non-exclusive licence to use the App on the Devices, subject to these terms, the Privacy Policy and the Appstore Rules, incorporated into these Terms of Use by reference. We reserve all other rights.
• 3. LICENCE RESTRICTIONS
• 3.1 Except as expressly set out in these Terms of Use or as permitted by any local law, you agree:
• 3.1.1 not to copy the App except where such copying is incidental to normal use of the App, or where it is necessary for the purpose of back-up or operational security;
• 3.1.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App;
• 3.1.3 not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program, and provided that the information obtained by you during such activities:
• (a) is used only for the purpose of achieving inter-operability of the App with another software program;
• (b) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
• (c) is not used to create any software that is substantially similar to the App;
• 3.1.4 not to provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person without prior written consent from us; and
• 3.1.5 to comply with all technology control or export laws and regulations that apply to the technology used or supported by the App or any Service ("Technology"),
• together "Licence Restrictions").
• 4. ACCEPTABLE USE RESTRICTIONS
• 4.1 You must:
• 4.1.1 not use the App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms of Use, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Service or any operating system;
• 4.1.2 not infringe our intellectual property rights or those of any third party in relation to your use of the App or any Service;
• 4.1.3 not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any Service (where possible);
• 4.1.4 not use the App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
• 4.1.5 not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service; and
• 4.1.6 not provide content which is false, deceptive, misleading, obscene, defamatory, illegal, violent, bigoted, hate-oriented or unethical, and shall not contain any viruses, Trojan horses, malware, cancel bots or other computer code or programming routines that are intended to damage, disable, interfere with, permit unauthorised access to, surreptitiously intercept or expropriate any system, data, software or personal data, firearm, drugs, alcohol, tobacco, pornography, hate speech or any other content which we reasonably deem objectionable, or promote illegal goods, services or activities or link to any of the foregoing,
• (together "Acceptable Use Restrictions").
• 4.2 You agree that we may remove any content in breach of the Acceptable Use Restrictions
• 5. INTELLECTUAL PROPERTY RIGHTS
• 5.1 You acknowledge that all intellectual property rights in the App, and the Technology anywhere in the world belong to us or our licensors, that rights in the App are licensed (not sold) to you, and that you have no rights in, or to, the App or the Technology other than the right to use each of them in accordance with these Terms of Use.
• 5.2 You acknowledge that you have no right to have access to the App in source-code form.
• 6. YOUR ACCOUNT AND PASSWORD
• 6.1 In order to use the Services you may be required to create an account through the App. If you are provided with, a user identification name, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
• 6.2 We have the right to disable any user’s account access information, 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 use.
• 6.3 If you know or suspect that anyone other than you knows your user account access information, you must promptly notify us.
• 7. LIMITATION OF LIABILITY
• 7.1 We only supply the App for personal use. We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
• 7.2 Without limiting the effect of clause 7.1, we do not warrant that:
• 7.2.1 The supply of the submitted information or use of the App will be free from interruption;
• 7.2.2 The Services will run on the Device;
• 7.2.3 The submitted information is accurate, complete, reliable, secure, useful, fit for purpose or timely; or
• 7.2.4 The submitted information has been tested for use by you or any third party or that the data will be suitable for or be capable of being used by you or any third party.
• 8. TERMINATION
• 8.1 We may terminate your ability to use the Services immediately and you may no longer have access to the App:-
• 8.1.1 if your employment with your current employer, who uses the Services, is terminated;
• 8.1.2 if your employer ceases to use the Services or any of our payroll administration services; or
• 8.1.3 if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.
• 8.2 On termination for any reason:
• 8.2.1 all rights granted to you under these Terms of Use shall cease;
• 8.2.2 you must immediately cease all activities authorised by these Terms of Use, including your use of any Services; and
• 8.2.3 you may be requested to delete or remove the App from all Devices, and immediately destroy all copies of the App then in your possession, custody or control.
• 9. COMMUNICATION BETWEEN US
• 9.1 If you wish to contact us in writing, you can e-mail us at legal@intelligo.ie. If we have to contact you or give you notice in writing, we will do so by e-mail or through the App.
• 10. EVENTS OUTSIDE OUR CONTROL
• 10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms of Use that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks ("Event Outside Our Control").
• 10.2 If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms of Use:
• 10.2.1 our obligations under these Terms of Use will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
• 10.2.2 we will use our reasonable endeavours to find a solution by which our obligations under these Terms of Use may be performed despite the Event Outside Our Control.
• 11. OTHER IMPORTANT TERMS
• 11.1 We may transfer our rights and obligations under these Terms of Use to another organisation, but this will not affect your rights or our obligations under these Terms of Use.
• 11.2 If we fail to insist that you perform any of your obligations under these Terms of Use, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
• 11.3 Each of the clauses of these Terms of Use operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
• 11.4 Please note that these Terms of Use, their subject matter and formation, are governed by Irish law. You and we both agree that the courts of Ireland will have exclusive jurisdiction.