These randdtaxcredits.ie Terms of Service (together, the "Agreement") are entered into by randdtaxcredits.ie and the entity or person agreeing to these terms ("Customer") and govern Customer's access to and use of the Services. "randdtaxcredits.ie" means RDTC Consulting Ltd., with offices at Shrewsbury House, Bray Road, Dublin 18, D18KX60.

​

This Agreement is effective when Customer either accepts it as part of allowing randdtaxcredits.ie to create accounts for their employees or uses the Application, or otherwise agrees to this Agreement (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement.

​

1. Provision of the Services.

1.1 Services Use. During the Term, Randdtaxcredits.ie will provide the Services in accordance with the Agreement and Customer may use the Services, and use the Services to create any Customer records, in accordance with the Agreement.

1.2 Admin Access. Customer will have access to the application, through which Customer may manage its use of the Services.

1.3 Accounts and Data Source. Customer must have an Account to use the Services and is responsible for the information it provides to create the Account, the security of its passwords, and for any use of its Account.

1.4 Modifications.

(a) To the Services. Randdtaxcredits.ie may make commercially reasonable updates to the Services from time to time. Randdtaxcredits.ie will inform Customer if Randdtaxcredits.ie makes a material change to the Services that has a material impact on Customer's use of the Services.

(b) To the Agreement. Randdtaxcredits.ie may make changes to this Agreement, including pricing (and any linked documents) from time to time. Unless otherwise noted by Randdtaxcredits.ie, material changes to the Agreement will become effective 30 days after they are posted, except to the extent the changes apply to new functionality in which case they will be effective immediately. If Customer does not agree to the revised Agreement, Customer may stop using the Services. Customer may also terminate this Agreement for convenience under Section 8.4 (Termination for Convenience). Customer's continued use of the Services after such material change will constitute Customer's consent to such changes. Randdtaxcredits.ie will post any modification to this Agreement to https://www.randdtaxcredits.ie/terms-of-service.

1.5 Software. Randdtaxcredits.ie may make Software available to Customer, including third-party software. Customer's use of any Software is subject to this Agreement. Some Software may be subject to third-party license terms.

1.6 Free Accounts. Free accounts are subject to limitations, certain features of the Services may not be available for free accounts. Randdtaxcredits.ie 's indemnity does not apply to use of the Services under a free account.

1.7 Data Sources. Customer's use of Data Sources in connection with the Services is subject to and governed by the terms of service between Customer and the applicable Data Source provider. Customer is solely responsible for compliance with such Data Source terms of service, including ensuring necessary rights to allow Randdtaxcredits.ie to access or use such Data Sources for providing the Services to Customer.

1.8 End Users. Randdtaxcredits.ie is not responsible for the content, accuracy, or reliability of Customer Data. Customer's use of Customer Data is entirely at Customer's own risk.

 

2. Payment Terms

2.1 Billing. At the beginning of the applicable Fee Accrual Period or as otherwise stated by Randdtaxcredits.ie, Randdtaxcredits.ie will issue an electronic bill in arrears to Customer for all charges based on Customer's subscription plan for the Services during the applicable Fee Accrual Period. Customer will pay all Fees in the currency stated in the invoice. If Customer elects to pay by invoice all Fees are due as stated in the invoice. Customer's obligation to pay all Fees is non-cancellable. Randdtaxcredits.ie will not issue refunds or credits for partial periods of Services. Randdtaxcredits.ie measurement of Customer's use of the Services is final. Randdtaxcredits.ie has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by Randdtaxcredits.ie.

2.2 Taxes.

(a) Customer is responsible for any Taxes, and Customer will pay Randdtaxcredits.ie for the Services without any reduction for Taxes. If Randdtaxcredits.ie is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer and Customer will pay such Taxes to Randdtaxcredits.ie in addition to the Fees, unless Customer provides Randdtaxcredits.ie with a timely and valid tax exemption certificate.

(b) If required under applicable law, Customer will provide Randdtaxcredits.ie with applicable tax identification information that Randdtaxcredits.ie may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse Randdtaxcredits.ie for) any taxes, interest, penalties, or fines arising out of any mis-declaration by Customer.

2.3 Invoice Disputes & Refunds. Any invoice disputes must be submitted before the payment due date. If the parties determine that certain billing inaccuracies are attributable to Randdtaxcredits.ie, Randdtaxcredits.ie will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If the disputed invoice has not yet been paid, Randdtaxcredits.ie will apply the credit memo amount to the disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within 60 days after the invoice date. Refunds (if any) are at Randdtaxcredits.ie's discretion and will only be in the form of credit for the Services. Nothing in this Agreement obligates Randdtaxcredits.ie to extend credit to any party.

2.4 Delinquent Payments; Suspension. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Randdtaxcredits.ie in collecting delinquent amounts. If Customer is late on payment for the Services, Randdtaxcredits.ie may Suspend the Services or terminate the Agreement for breach under Section 8.2 (Termination for Breach).

2.5 No Purchase Order Number Required. Customer is obligated to pay all applicable Fees without any requirement for Randdtaxcredits.ie to provide a purchase order number on Randdtaxcredits.ie 's invoice (or otherwise).

​

3. Customer Obligations

3.1 Compliance. Customer will (a) ensure that Customer and End Users' use of the Services complies with the Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and (c) promptly notify Randdtaxcredits.ie of any unauthorized use of, or access to, the Services, Account, or Customer's password of which Customer becomes aware.

3.2 Privacy. Customer is responsible for any consents and notices required to permit (a) Customer's use and receipt of the Services and (b) Randdtaxcredits.ie 's accessing, storing, and processing of data provided by Customer (including Customer Data) under the Agreement.

3.3 Restrictions. Customer will not, and will not allow End Users to, (a) copy, modify, or create a derivative work of the Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any or all of the Services; or (d) access or use the Services in a manner intended to avoid incurring Fees (including creating multiple Accounts to simulate or act as a single Account)

3.4 Documentation. Randdtaxcredits.ie may provide Documentation for Customer's use of the Services.

​

4. Suspension.

4.1 Violations. If Randdtaxcredits.ie becomes aware that Customer's or any End User's use of the Services violates the terms of this agreement, Randdtaxcredits.ie will give Customer notice of the violation by requesting that Customer correct the violation. If Customer fails to correct the violation within 24 hours of Randdtaxcredits.ie 's request, then Randdtaxcredits.ie may Suspend all or part of Customer's use of the Services until the violation is corrected.

4.2 Other Suspension. Notwithstanding Section 4.1 (Violations), Randdtaxcredits.ie  may immediately Suspend all or part of Customer's use of the Services if (a) Randdtaxcredits.ie  believes Customer's or any End User's use of the Services could adversely impact the Services, other customers' or their end users' use of the Services, or the Randdtaxcredits.ie  network or servers used to provide the Services; (b) there is suspected unauthorized third-party access to the Services; (c) Randdtaxcredits.ie  believes it is required to Suspend immediately to comply with applicable law; or (d) Customer is in breach of Section 3.3 (Restrictions). Randdtaxcredits.ie will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved. At Customer's request, unless prohibited by applicable law, Randdtaxcredits.ie will notify Customer of the basis for the Suspension as soon as is reasonably possible.

 

5. Intellectual Property Rights; Protection of Customer Data; Feedback.

5.1 Intellectual Property Rights. Except as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and Randdtaxcredits.ie owns all Intellectual Property Rights in the Services and Software (including without limitation any models trained and improvements made to the Services pursuant to Section 5.2).

5.2 Protection of Customer Data. Randdtaxcredits.ie will only access or use Customer Data to provide the Services and support to Customer or as otherwise instructed by Customer and will not use it for any other products, services, or advertising. Randdtaxcredits.ie has implemented and will maintain administrative, physical, and technical safeguards to protect Customer Data.

5.3 Customer Feedback. At its option, Customer may provide feedback or suggestions about the Services to Randdtaxcredits.ie ("Feedback"). If Customer provides Feedback, then Randdtaxcredits.ie may use that Feedback without restriction and without obligation to Customer.

 

6. Technical Support Services., by Randdtaxcredits.ie, Subject to payment of applicable Fees, Randdtaxcredits.ie will provide technical support to Customer during the Term.

 

7. Confidential Information.

7.1 Obligations. The recipient will only use the disclosing party's Confidential Information to exercise its rights and fulfil its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient may disclose Confidential Information only to its Affiliates, employees, agents, or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfil obligations under this Agreement.

7.2 Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to (a) promptly notify the other party of such disclosure before disclosing and (b) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual.

 

8. Term and Termination.

8.1 Agreement Term. The "Term" of this Agreement will begin on the Effective Date and continue until the Agreement is terminated as stated in this Section 8 (Term and Termination).

8.2 Termination for Breach. Either party may terminate this Agreement if (a) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.

8.3 Termination for Inactivity. Randdtaxcredits.ie reserves the right to terminate the provision of the Services upon 30 days' advance notice if, for a period of 60 days (a) Customer has not accessed the Account and (b) such Account has not incurred any Fees for such Services.

8.4 Termination for Convenience. Customer may stop using the Services at any time. Customer may terminate this Agreement for its convenience at any time on prior written notice and, upon termination, must cease use of the applicable Services. Randdtaxcredits.ie may terminate this Agreement for its convenience at any time with 30 days' prior written notice to Customer.

8.5 Effect of Termination. If the Agreement is terminated, then (a) all rights and access to the Services will terminate (including access to Customer Data, if applicable), unless otherwise described in this Agreement, and (b) all Fees owed by Customer to Randdtaxcredits.ie are immediately due upon receipt of the final electronic bill or as set forth in the final invoice.

 

9. Publicity. Customer is permitted to state publicly that it is a customer of the Services. If Customer wants to display Randdtaxcredits.ie Brand Features in connection with its use of the Services, Customer must obtain written permission from Randdtaxcredits.ie. Randdtaxcredits.ie may include Customer's name or Brand Features in a list of Randdtaxcredits.ie customers, online or in promotional materials. Randdtaxcredits.ie may also verbally reference Customer as a customer of the Services. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously approved public statement. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party's right to use its Brand Features under this Section with written notice to the other party and a reasonable period to stop the use.

 

10. Representations and Warranties. Each party represents and warrants that (a) it has full power and authority to enter into the Agreement, and (b) it will comply with all laws and regulations applicable to its provision, receipt, or use of the Services, as applicable.

 

11. Disclaimer. Except as expressly provided for in the Agreement, to the fullest extent permitted by applicable law, Randdtaxcredits.ie (a) does not make any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, noninfringement, or error-free or uninterrupted use of the Services or Software and (b) makes no representation about content or information accessible through the Services.

 

12. Limitation of Liability.

12.1 Limitation on Indirect Liability. To the extent permitted by applicable law and subject to Section

12.2 Limitation on Amount of Liability. Each party's total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Fees Customer paid during the 12 month period before the event giving rise to Liability.

12.3 Unlimited Liabilities. Neither party will have any Liability arising out of or relating to the Agreement for any (a) indirect, consequential, special, incidental, or punitive damages or (b) lost revenues, profits, savings, or goodwill.

12.4 Unlimited Liabilities. Nothing in the Agreement excludes or limits either party's Liability for:

(a) its payment obligations under the Agreement; or

(b) matters for which liability cannot be excluded or limited under applicable law.

 

13. Miscellaneous.

13.1 Notices. Randdtaxcredits.ie will provide notices under the Agreement to Customer by sending an email to the Notification Email Address. Customer will provide notices under the Agreement to Randdtaxcredits.ie  by sending an email to Support@Randdtaxcredits.ie. Notice will be treated as received when the email is sent. Customer is responsible for keeping its Notification Email Address current throughout the Term.

13.2 Emails. The parties may use emails to satisfy written approval and consent requirements under the Agreement.

13.3 Assignment. Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where (a) the assignee has agreed in writing to be bound by the terms of this Agreement, and (b) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.

13.4 Change of Control. If a party experiences a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction), that party will give written notice to the other party within 30 days after the change of Control.

13.5 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

13.6 Subcontracting. Randdtaxcredits.ie may subcontract obligations under the Agreement but will remain liable to Customer for any subcontracted obligations.

13.7 No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.

13.8 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

13.9 Severability. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

13.10 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

13.11 Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.

13.12 Survival. The following Sections will survive expiration or termination of this Agreement: Section 2 (Payment Terms), Section 5 (Intellectual Property Rights; Protection of Customer Data; Feedback), Section 7 (Confidential Information), Section 8.5 (Effect of Termination), Section 11 (Disclaimer), Section 12 (Limitation of Liability), and Section 15 (Miscellaneous).

13.13 Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this Agreement. The terms located at a URL referenced in this Agreement are incorporated by reference into the Agreement. After the Effective Date, Randdtaxcredits.ie may provide an updated URL in place of any URL in this Agreement.

13.14 Headers. Headings and captions used in the Agreement are for reference purposes only and will not have any effect on the interpretation of the Agreement.

13.15 Definitions.

• "Account" means Customer's account.

• "Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

• "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.

• "Confidential Information" means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer's Confidential Information.

• "Control" means control of greater than 50 percent of the voting rights or equity interests of a party.

• "Customer Data" means data provided to Randdtaxcredits.ie by Customer or End Users through the Services under the Account.

• "End User" means an individual that Customer invites or permits to use the Services. For clarity, End Users may include employees of Customer Affiliates and other third parties.

• "Data Source" means the Randdtaxcredits.ie or third party data sources linked to the application.

• "Documentation" means the Randdtaxcredits.ie documentation (as may be updated from time to time) in the form generally made available by Randdtaxcredits.ie to its customers for use with the Services.

• "Fee Accrual Period" means the month, year or another period specified by Randdtaxcredits.ie.

• "Fees" means the applicable fees for each Service and any applicable Taxes. The Fees for each Service are stated at https://www.randdtaxcredits.ie/price

• "including" means including but not limited to.

• "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.

• "Legal Process" means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.

• "Liability" means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.

• "Notification Email Address" means the email address(es) associated with Customer's Account.

• "Services" means the then-current services described at https://www.randdtaxcredits.ie/home

• "Software" means any downloadable tools or other such computer software provided by Randdtaxcredits.ie in connection with the Services, and any updates Randdtaxcredits.ie may make to such Software from time to time.

• "Suspend" or "Suspension" means disabling or limiting access to or use of the Services or components of the Services.

• "Taxes" means all government-imposed taxes, except for taxes based on Randdtaxcredits.ie's net income, net worth, asset value, property value, or employment.

• "Term" has the meaning stated in Section 8 (Term and Termination) of this Agreement.

• "Trademark Guidelines" means Randdtaxcredits.ie 's Guidelines for Third Party Use of Randdtaxcredits.ie Brand Features.