We are Verge Capital LTD, (“VERGE” / “we” / “us” / “our”) a company registered in the Republic of Ireland under registered company number 630528 and our registered office is at Regus House, Harcourt Centre, Harcourt Road, Dublin, D02 HW77, Republic of Ireland. Verge Capital Limited is registered with the Central Bank of Ireland.
Terms and Conditions
1. Grant of License
1A. Access to the Site
We cannot guarantee the continuous, uninterrupted or error-free operation of the Website. Access to the Website is permitted on a temporary basis and we reserve the right to withdraw, modify or suspend the service we provide on the Website without notice. We will not be liable to you or any third party for any unavailability, modification, suspension or withdrawal of the Website, or any features, parts or content of the Website at any time for any period.
We may change the format and content of the Website from time to time without notice to you in our sole discretion. We cannot and do not guarantee that any content of the Website will be available or free from viruses and/or other code that may have contaminating or destructive elements.
1B. Availability of the Site and associated services
VERGE will use reasonable endeavors to ensure that the Site and services associated with it will be made available to you 24 hours per day throughout your subscription period (“Normal Service Availability”). However, VERGE reserves the right (a) to vary the Normal Service Availability in any way provided it gives you 48 hours’ notice of its intention to do so, (b) to suspend the services temporarily in the event of technical difficulties or other circumstances beyond the reasonable control of VERGE. In the event of any such variation or suspension of services, VERGE will use all reasonable endeavors to resume Normal Service Availability as soon as practicable but shall not be liable for any loss, damage or claim caused by such variation or suspension.
2. Intellectual Property Rights and Unlawful Use
The Site, its Materials, layout and design are the exclusive property of VERGE or its licensors and, except as expressly provided herein, VERGE does not grant any express or implied right in any such Materials to you. In particular and without limitation, VERGE owns the copyright in the Site as a collective work and/or compilation, any and all databases accessible on the Site, and in the selection, coordination, arrangement, and enhancement of the Materials on the Site. Verge Capital LTD, VERGE Investors Service, VERGE Analytics, and all other names, logos, and icons identifying VERGE and/or VERGE products and services are proprietary marks of VERGE or its licensors. Third-party trademarks displayed on the Site are the property of their respective owners.
All proprietary rights (including, but not limited to, copyrights, trade secrets, database rights, trademark rights, rights to trade names, service marks and other product and service names and logos) contained within the Site and any and all Materials, including, but not limited to, all information, data, ratings and ratings symbology, software, products and documentation contained or included herein, are and shall remain the sole and exclusive property of VERGE. The Site and any and all Materials contained herein are protected by copyright in addition to other intellectual property laws. Any of the trademarks, service marks or logos (collectively, the “Marks”) displayed on the Site may be registered or unregistered marks of VERGE or others. Nothing contained on the Site shall be construed as granting any license or right to use any of the Marks displayed on the Site absent the express written permission of
Export Restrictions. VERGE does not in any manner warrant or represent that the Materials on the Site, are appropriate or available for use in any particular location. If you choose to access the Site including the Materials herein, you do so on your own initiative and you are responsible for compliance with all applicable laws.
4. Password Policy
4A. Closing an account
If you wish to close an account you have registered with us, then you may do so by emailing our client services team at [email protected] . We may close your account at any time if we believe you are in breach of these Terms or, acting reasonably, we believe it appropriate. Should we close your account, we will provide you notice of such closure.
4B. Your Credit File
- Upon receiving your consent to the Terms, VERGE retrieves and holds information about you which is used by lenders and other companies to make decisions about (for example) whether they will offer you credit or not. This information is your “Credit File”.
- Your Credit File includes information used to verify your identity, which may be collected from public sources.
- Your Credit File also includes information relating to your financial standing, which VERGE may have received from companies with whom you have a current or historic relationship, such as banks, telecom providers and utility companies.
- Accessing your Credit File will allow you to view the information that third parties such as lenders may see about you and review your financial commitments.
- Upon your request for receiving a copy of your Credit File, VERGE will try to comply with your request as soon as reasonably practicable and consistent with applicable law.
In order to fulfill your request for your Credit File, we will complete a search of our consumer database. A record of this search will be visible on your Credit File for 12 months. The search will not be visible to other companies who may access your Credit File during this period.
4C. The Accuracy of Your Credit File
VERGE will use reasonable skill and care in:
- Providing the services to you under these Terms;
- Performing a number of checks to try to validate the information we receive from third parties;
- Adding that information to your Credit File within a reasonable time; and
- Generating your credit score and applying the searches we perform correctly.
As your Credit File is principally comprised of information collected from third parties, VERGE has very limited control over whether the information provided to it by third parties is accurate, complete and up to date. This means that despite VERGE’s above described obligations (a, b, c, d), it does not assure you that the content of your Credit File will be accurate, complete or up-to-date.
If you consider that any entry in your Credit File is incorrect, you have a statutory right to request that the entry is amended or removed. If your query relates to a specific account, we suggest you speak to the account provider in the first instance.
4D. Access to information on behalf of someone else
- Verge makes its products, information and services on the Site available to you for your own exclusive use. Other than in exceptional circumstances, you may not purchase any products, information and services or the statutory Credit File on behalf of anyone else, even with their consent.
- Exceptional circumstances include when VERGE is required by Court order, or you have been appointed to manage someone else’s affairs under a power of attorney. If you wish to purchase any products, information and services or the statutory Credit File on behalf of someone else, please contact VERGE first.
4E. Your personal information
- VERGE will use and share your personal information in accordance with the terms of its Privacy and Cookies Policy, which is also available on the Site.
- VERGE’s Privacy and Cookies Policy explains that in order to provide its products and services VERGE may pass your personal information to other companies in its group and also to third party suppliers who provide elements of such products and services, and that these companies may be based outside of the European Economic Area.
- If false or inaccurate information is provided and fraud is identified, details will be passed to fraud prevention agencies. Law enforcement agencies may access and use this information.
VERGE and other organisations may also access and use this information to prevent fraud and money laundering.
5. Assumption of Risk
You use the Internet solely at your own risk and subject to all applicable local, state, national, and international laws and regulations. While VERGE has endeavored to create a secure and reliable website, please be advised that the confidentiality of any communication or material transmitted to/from this Site over the Internet cannot be guaranteed. Accordingly, VERGE and VERGE licensors and suppliers are not responsible for the security of any information transmitted via the Internet, the accuracy of the information contained on the Site, or for the consequences of any reliance on such information. VERGE and VERGE licensors and suppliers shall have no liability for interruptions or omissions in Internet, network or hosting services. You assume the sole and complete risk of using the Site.
6. Enforcing Security
Actual or attempted unauthorized use of any of the Site may result in criminal and/or civil prosecution. To maintain the security and integrity of the Site, VERGE reserves the right to review and record activity on the Site to the extent permitted by law and consistent with VERGE Privacy and Cookies Policy. Any information obtained by such reviewing or recording is subject to review by law enforcement organizations in connection with the investigation or prosecution of possible criminal activity on any of the Site. VERGE will also comply with all court orders involving requests for such information.
7. Anti-Hacking Provisions
You expressly agree not to:
- use or attempt to use any “deep-link,” “scraper,” “robot,” “bot,” “spider,” “data-mining,” “computer code” or any other automated device, program, tool, algorithm, process, or methodology or manual process having similar processes or functionality, to access, acquire, copy, or monitor any portion of the Site, any content found on or accessed through the Site, or any user content without the prior express written consent of VERGE;
- obtain or attempt to obtain through any means any content on the Site that has not been intentionally made publicly available, either by their public display on the Site or through their accessibility by a visible link on the Site
- violate any measure employed to limit or prevent access to the Site or its content;
- violate the security of the Site or attempt to gain unauthorized access to the Site, the content, or data, materials, information, computer systems or networks connected to any VERGE server, through hacking, password mining or any other means;- interfere or attempt to interfere with the proper working of the Site or any activities conducted on or through the Site, including accessing any content prior to the time that it is intended to be available to thepublic on the Site;
- take or attempt any action that, in the sole discretion of VERGE, imposes or may impose an unreasonable or disproportionately large load or burden on the Site or the VERGE infrastructure;
- misuse the Site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful.
8. Links to Other Websites
VERGE may provide links, in its sole discretion, to other websites on the World Wide Web for your convenience in locating related information and services. These websites have not necessarily been reviewed by VERGE and are maintained by third parties over which VERGE exercises no control. Accordingly, VERGE and its directors, officers, employees, agents, representatives, licensors and suppliers (together, the “VERGE Parties”) expressly disclaims any responsibility for the content, the accuracy of the information, the quality of products or services provided by or advertised on and/or software downloaded from these third-party websites. Moreover, these links do not imply an endorsement of any third party or any website or the products or services provided by any third party.
9. Events Beyond VERGE Control
You expressly absolve and release VERGE and VERGE licensors and suppliers from any claim of harm resulting from a cause beyond their control, including, but not limited to, the failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorism or governmental restrictions.
10. Disclaimers and Limitations of Liability
VERGE obtains all Materials furnished on the Site from sources believed by it to be accurate and reliable. You expressly agree that (a) the credit ratings and other opinions provided via the Site are, and will be construed solely as, statements of opinion of the relative future credit risk (as defined below) of entities, credit commitments, or debt or debt-like securities and not statements of current or historical fact as to credit worthiness, investment or financial advice, recommendations regarding credit decisions or decisions to purchase, hold or sell any securities, endorsements of the accuracy of any of the data or conclusions, or attempts to independently assess or vouch for the financial condition of any company; (b) the credit ratings and other credit opinions provided via the Site do not address any other risk, including but not limited to liquidity risk, market value risk or price volatility; (c) the credit ratings and other opinions provided via the Site do not take into account your personal objectives, financial situations or needs; (d) each credit rating or other opinion will be weighed, if at all, solely as one factor in any investment or credit decision made by or on behalf of you; and (e) you will accordingly, with due care, make your own study and evaluation of each investment decision or security, and of each issuer and guarantor of, and each provider of credit support for, each security or credit that you may consider purchasing, holding, selling, or providing. For the avoidance of doubt, VERGE Materials and opinions may also include quantitative model-based estimates of credit risk and related opinions or commentary published by VERGE. Further, you expressly agree that any tools or information made available on the Site are not a substitute for the exercise of independent judgment and expertise. You should always seek the assistance of a professional for advice on investments, tax, the law, or other professional matters. For purposes of this paragraph, VERGE defines “credit risk” as the risk that an entity may not meet its contractual, financial obligations as they come due and any estimated financial loss in the event of default.
VERGE adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources VERGE considers to be reliable, including, when appropriate, independent third-party sources. However, VERGE is not an auditor and cannot in every instance independently verify or validate information received in the rating process or in preparing VERGE Materials made available on the Site. Because of the possibility of human or mechanical error as well as other factors, the Site and all related Materials are provided on an “AS IS” and “AS AVAILABLE” basis without representation or warranty of any kind, and THE VERGE PARTIES MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO YOU OR ANY OTHER PERSON OR ENTITY AS TO THE ACCURACY, RESULTS, TIMELINESS, COMPLETENESS, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE SITE OR ANY RELATED MATERIALS.
CREDIT RATINGS AND VERGE MATERIALS ARE NOT INTENDED FOR USE BY ANY PERSON AS A BENCHMARK AS THAT TERM IS DEFINED FOR REGULATORY PURPOSES, AND MUST NOT BE USED IN ANY WAY THAT COULD RESULT IN THEM BEING CONSIDERED A BENCHMARK.
VERGE CREDIT RATINGS AND VERGE PUBLICATIONS ARE NOT INTENDED FOR USE BY RETAIL INVESTORS AND IT WOULD BE RECKLESS AND INAPPROPRIATE FOR RETAIL INVESTORS TO USE VERGE CREDIT RATINGS OR VERGE PUBLICATIONS WHEN MAKING AN INVESTMENT DECISION. IF IN DOUBT YOU SHOULD CONTACT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER.
TO THE EXTENT PERMITTED BY LAW, THE VERGE PARTIES DISCLAIM LIABILITY TO ANY PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL LOSSES OR DAMAGES WHATSOEVER ARISING FROM OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF THIS SITE AND ITS MATERIALS OR THE USE OF OR INABILITY TO USE THE SITE OR ANY OF ITS MATERIALS, EVEN IF ANY OF THE VERGE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, INCLUDING, BUT NOT LIMITED TO:
- COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE PROFITS;
- EXPENDITURES, INVESTMENTS OR COMMITMENTS, WHETHER MADE IN THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL;
- ANY LOSS OR DAMAGE ARISING WHERE THE RELEVANT FINANCIAL INSTRUMENT IS NOT THE SUBJECT OF A PARTICULAR CREDIT RATING ASSIGNED BY Verge;
- LOSS OF DATA;
- COST OF SUBSTITUTE MATERIALS;
- COST OF CAPITAL;
- THE CLAIMS OF ANY THIRD PARTY; OR
- ANY SUCH DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY OTHER REASON WHATSOEVER.
TO THE EXTENT PERMITTED BY LAW, THE VERGE PARTIES DISCLAIM LIABILITY FOR ANY DIRECT OR COMPENSATORY LOSSES OR DAMAGES CAUSED TO ANY PERSON OR ENTITY, INCLUDING BUT NOT LIMITED TO BY ANY NEGLIGENCE (BUT EXCLUDING FRAUD, WILLFUL MISCONDUCT OR ANY OTHER TYPE OF LIABILITY THAT, FOR THE AVOIDANCE OF DOUBT, BY LAW CANNOT BE EXCLUDED) ON THE PART OF, OR ANY CONTINGENCY WITHIN OR BEYOND THE CONTROL OF, THE VERGE PARTIES ARISING FROM OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THIS SITE AND ITS MATERIALS.
10A. Force Majeure
VERGE shall not be liable to the User for the delay or non-performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control including without limitation, any of the following: act of God, government act, war, fire, flood, explosion or civil commotion.
VERGE welcomes your feedback and suggestions, including about how to improve this Site. We and/or our service providers may make available through the Site certain services to which you are able to post comments, information and/or feedback (for example, message boards, blogs, chat features, messaging and/or comment functionalities). Any ideas, suggestions, information, feedback, know-how, material, and any other content (collectively, “Submissions”) posted and/or received through this Site, will be deemed to include a worldwide, royalty-free, fully paid-up, perpetual, irrevocable, nonexclusive, transferable and fully sublicensable (through multiple tiers) right and license for VERGE to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, display, (in whole or part) worldwide, or act on such Submissions without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such Submissions. You hereby waive (a) any claim to the contrary; and (b) any “moral rights” associated with your Submissions. You represent and warrant that you have all rights necessary for you to grant the foregoing license, and that each Submission you provide to the Site complies with all applicable laws, rules and regulations. You are and remain responsible and liable for the content of any Submission. IF YOU DO NOT WISH TO GRANT THE RIGHTS GRANTED IN THIS SECTION, PLEASE DO NOT POST, TRANSMIT OR OTHERWISE MAKE ANY SUBMISSION. ANY SUBMISSIONS MADE ARE DONE SO AT YOUR OWN RISK. Please note, VERGE does not control any of the User-submitted Submissions, they do not reflect the opinion of VERGE, and VERGE does not guarantee their accuracy or endorse any of the opinions expressed. The VERGE Parties are not responsible or liable for (i) any Submissions, including, without limitation, any errors or omissions in such Submissions, links or images embedded therein, or results obtained by using any of the same; or (ii) any loss or damage caused by the Submissions or resulting from the use (including without limitation republication) or misuse thereof by any third party, including your reliance thereon.
13. Export Restrictions
No software or any other materials associated with this Site may be downloaded or otherwise exported or re-exported to countries or persons prohibited under relevant export control laws, including, without limitation, countries against which the European Union and/or the United States has embargoed goods, or to anyone on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Table of Deny Orders. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export, or re-export of any such materials. By using and/or downloading any such materials from this Site, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country to which such import, export, or re-export is prohibited or are not a person or entity to which such export is prohibited.
14. Country Conditions
VERGE may implement certain terms and conditions set forth in this section (the “Country Conditions”) as a result of various regulatory and/or legal requirements relating to usage of a Site including its Materials. Your use of the Site in the specified jurisdictions, if any, is subject to these Country Conditions.
15. Governing Law
16. Dispute Resolution
THIS PARAGRAPH CONTAINS ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE THE RIGHT TO A COURT HEARING OR JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. PLEASE REVIEW CAREFULLY.
You and VERGE both agree that no lawsuit dispute or any other legal proceeding connected with these Terms shall be brought or filed more than six months after the incident giving rise to the claim occurred. PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS. Neither you nor VERGE will seek to have a dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitration or proceeding. SOME JURISDICTIONS LIMIT OR PROHIBIT THE FOREGOING LIMITATIONS, AND IN SUCH JURISDICTIONS THE FOREGOING LIMITATIONS SHALL BE APPLIED TO THE MAXIMUM EXTENT PERMITTED BY LAW.]
17. Term, Termination
19. Nature of Relationship
21. Entire Agreement / Reservation of Rights
22. Third Party Beneficiaries
We may sub-contract the performance of any of our obligations to you. We may assign any of our rights or obligations to you to someone else, provided that we notify you that we have done so.
24. Additional Legal Terms
25. Contact Information
Banks & Financial Institutions’ specific terms and conditions
Further to the already defined terms in other parts of this text, for the purpose of the current section of the Terms, the following definitions shall also apply.
“Agreement”: The agreement between VERGE and the Client incorporating the relevant sections of these Terms and the entire ADDENDUM (as applicable) and the other documents and terms referred to in the Schedule; If an when a specific provision is made both in the ADDENDUM and the main text body of the Terms (preceding the ADDENDUM), then the provision made in the ADDENDUM shall prevail.
“GDPR”: European Union’s General Data Protection Regulation [REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016] to the extent that and in the form that it is a requirement of Irish law from time to time;
“Processor”: As per the definition in REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016 (GDPR).
“Client”: A legal entity (i.e. a banking institution, organisation, authority, financial services company or similar) which has initiated the subscription to the Site and services associated with it, in its name and has committed itself to this Agreement.
“Schedule”: The schedule or schedules agreed between VERGE and the Client, which describe the subject matter and specific terms relating to this Agreement;
“Permitted Users”: The permitted users identified by the Client in the Schedule;
“Permitted User Rights”: The rights of the Permitted User set out in the Schedule;
“Commencement Date”: The Commencement Date set out in the Schedule or, in the absence of such date then, the date on which this Agreement between VERGE and the Client is signed by the final signatory;
“Data Sharing Scheme”: Any scheme, programme, membership, information exchange, or other arrangement where certain data sharing activities are carried out subject to the relevant Data Sharing Scheme Rules;
“Data Sharing Scheme Rules”: The rules of the relevant Data Sharing Scheme;
B2. Authorized use of the Site and associated services
Access to the Site and services associated with it, is restricted to the specific named users as identified to VERGE. The Client will notify VERGE as soon as a user has left the legal entity (company, organization etc.), or no longer requires access, so that a replacement user can be assigned access during the term of the Agreement. The Client also warrants that: it shall ensure that any user name, password or other identification measure employed to access the Site and associated services is not disclosed to any person other than the persons authorized to access the same; and all authorized persons will use the Site and the associated services only in accordance with this Agreement; and its information technology systems and paper record systems are secure and not capable of penetration (including by “hacking” or physically) by unauthorized persons and that all data derived from the Site shall be kept secure; and it shall comply with all applicable laws and regulations relating to the activities contemplated under this Agreement, in particular the EU’s General Data Protection Regulation (GDPR).
B3. Subscription period & termination
This subscription Agreement shall be for an initial minimum period of 12 months (unless otherwise agreed in writing). The subscription shall be automatically renewed on the last day of the Agreement, for a further twelve month period. The Client may terminate the subscription by serving notice, in writing, no less than 60 days prior to the end of either the initial period or any subsequent periods thereafter, allowing the Agreement between VERGE and the Client to expire on the last day of the term where notice has been served. VERGE may also notify the Client at any time, during the term of the current Agreement of any changes in the cost to the Client for the use of the online services VERGE offer during the subsequent term.
VERGE may terminate this Agreement, with immediate effect and without notice, in the event that the Client has defaulted in the performance of any material provision contained in this Agreement and (where capable of remedy) such default has not been remedied within 30 days after written notice thereof shall have been given to the defaulting party. Termination of this Agreement for any reason shall not affect VERGE ‘s right to recover any moneys due at the time of termination or to recover damages for any breach of contract before termination.
The Client undertakes to keep confidential and not to disclose to any third party or to use itself, any confidential or secret information in any form directly or indirectly belonging or relating to VERGE, its or their business affairs, disclosed by VERGE or received by the Client pursuant to or in the course of this Agreement (“Confidential Information”).
The Client undertakes to disclose Confidential Information of VERGE only to those of its officers, employees, agents and contractors to whom and to the extent to which disclosure is necessary for the purposes contemplated under this Agreement.
The above obligations of confidentiality and non-use shall not apply to information or material:
(a) which is named by the Client prior to receipt from VERGE as evidence by documents in the possession of the Client at the time of disclosure; (b) which, after receipt from VERGE, is disclosed to the Client by a third party having the legal right to do so; (c) which is available to the public at the time of receipt of VERGE; or (d) which becomes available to the public after receipt from VERGE through no fault of the Client.
B5. Force majeure
VERGE shall not be liable to the Client for the delay or non-performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control including without limitation, any of the following: act of God, government act, war, fire, flood, explosion or civil commotion.
B6. Payments and invoicing
B6.1. The Client shall pay the fees set out in the Schedule as this will be agreed between VERGE and the Client.
B6.2. Apart from any sums which are stated in the Schedule to be payable in accordance with a specified payment timetable, all sums payable by the Client to VERGE will be invoiced monthly in advance. All invoices are payable in cleared funds within 30 days after the date of the relevant invoice or on the last working day of the month preceding the invoiced period, whichever comes first.
B6.3. If any sum payable by the Client to VERGE is not paid in cleared funds by its due date, VERGE shall be entitled to charge interest on the overdue amount at 2% per annum above European Central Bank (ECB) base rate from time to time. Interest will accrue on a daily basis from the due date up to the date of actual payment, after as well as before judgment. In addition, VERGE shall, on giving written notice to the Client, be entitled to suspend provision of the Services with immediate effect until the overdue amount is paid in full.
B6.4. All sums referred to in this Agreement are exclusive of VAT or any other similar sales or turnover tax (if applicable); such taxes shall be payable on the same payment terms as apply to the sums to which the taxes relate.
B6.5. The fees set out in the Schedule will be fixed, save that VERGE shall be entitled to increase the fees on the date(s) set out in the Schedule (or, if none, then each anniversary of the Commencement Date) by such percentage as is equal to the percentage increase in the Retail Prices Index as it is published by the Irish Central Statistics Office (or its successor), for the most recent period of 12 consecutive months for which figures are available.
B7. Nature and use of the services
B7.1. VERGE’s services are not intended to be used as the sole basis for any business decision, nor to relieve the Client of its obligation to comply with its own obligations under applicable law. VERGE data is based upon data which is provided by third parties, the accuracy and/or completeness of which it would not be possible and/or economically viable for VERGE to guarantee. VERGE’s services also involve models and techniques based on statistical analysis, probability and predictive behaviour. The Client acknowledges that it is prudent to use, and it is responsible for using, the VERGE services as one of a number of factors in its decision-making process, and for determining those other factors. Therefore, VERGE will be liable if it fails to comply with its obligation to use all reasonable care and skill in the performance of its services but VERGE is not able to accept any other liability for:
B7.1.1. any inaccuracy, incompleteness or other error in the VERGE data which arises as a result of data provided to VERGE by the Client or any third party; or
B7.1.2. any failure of the services to achieve any particular result for the Client or any Permitted User.
B7.2. The Client agrees that it will:
B7.2.1. use the VERGE services, and/or VERGE materials provided under this Agreement, for the agreed purpose only and in accordance with any separate Agreement and/or documentation agreed between the parties;
B7.2.2. not sell, transfer, sub-license, distribute, commercially exploit or otherwise make available to, or use for the benefit of, any third party any of the VERGE services, and/or VERGE materials provided under this Agreement, except as specifically permitted by this Agreement;
B7.2.3. not (and will not allow any third party to) adapt, alter, modify, reverse engineer, decompile or otherwise interfere with any VERGE materials provided under this Agreement without the prior written consent of VERGE or as otherwise permitted by law; and
B7.2.7. only take such copies of the VERGE materials as are reasonably required for the use of the VERGE materials in accordance with this Agreement.
B8.1. VERGE shall be entitled to terminate this Agreement immediately by serving written notice on the Client in the following circumstances:
B8.1.1. if the Client commits a material breach of any of its obligations under this Agreement which is not capable of remedy;
B8.1.2. if the Client commits a material breach of any of its obligations under this Agreement which is not remedied within 28 days after receipt of a notice from VERGE not in breach specifying the breach, requiring its remedy and making clear that failure to remedy may result in termination;
B8.1.3. if the Client has passed a resolution for its winding up or is subject to a petition presented to any court for its winding-up (save, in either case, for a voluntary winding-up for the purpose of a voluntary reconstruction or amalgamation), is the subject of an application for administration, or a notice of intention to appoint an administrator, filed at any court, or is dissolved or declared bankrupt, or has a receiver, administrator or administrative receiver appointed over all or part of its assets, or enters into an arrangement with its creditors, or suspends or threatens to suspend payment of its debts or is unable to pay its debts within the meaning of applicable law, or ceases to trade or takes or suffers any similar action;
B8.1.4. upon becoming aware at any time that the Client is on an applicable sanctions list maintained by such sanction bodies as apply to the party giving notice (“Notifying Party”), and that such listing prevents or materially affects the Notifying Party’s ability to (as applicable) provide or receive the VERGE services or give or receive payment. In addition, if VERGE becomes aware that a Permitted User is on such a sanctions list, VERGE shall be entitled to terminate the Permitted User Rights immediately on serving written notice on the Client; or
B8.1.5. where the coming into effect of a new applicable law or a change in applicable law or a fundamental change in the judicial interpretation of applicable law after the date of this Agreement, renders some or all of the activities of the Client in connection with this Agreement illegal or unlawful and no action that the Client could reasonably be expected to take can make such activities legal and lawful.
B8.2. Termination of this Agreement (or of any element of it) shall not affect any rights, obligations or liabilities of either party:
B8.2.1. which have accrued before termination; or
B8.2.2. which are intended to continue to have effect beyond termination.
B8.3. Upon termination of this Agreement (or the relevant elements of it) and subject to Clause B8.4:
B8.3.1. the Client shall promptly return any confidential information of VERGE to its owner;
B8.3.2. the Client shall, at VERGE’s request either return any VERGE materials to VERGE or destroy such materials and, if destroyed, provide a certificate stating that such materials have been destroyed; and
B8.3.3. VERGE shall promptly return any Client materials to the Client on request.
B8.4. The obligations under Clause B8.3 shall not apply where it is necessary to retain any confidential information, VERGE materials or Client materials to exercise any rights granted under this Agreement which are intended to survive termination of this Agreement and/or to the extent that retention is required by law or any applicable governmental or regulatory authority, for audit requirements or handling of any consumer complaints, or where electronic records have been automatically backed up to a backup or recovery system in the ordinary course of business for disaster recovery purposes. shall continue to apply to any information or materials retained.
B8.5. The licences granted by VERGE under this Agreement will automatically expire on termination of this Agreement for any reason and the Client shall, other than as set out in Clause B8.4, cease to use all VERGE materials (unless any licence is expressed in the Schedule to be perpetual in which case such licence and any terms relating to the extent and/or exercise of that licence shall remain in force notwithstanding termination of this Agreement, except if termination is by VERGE pursuant to Clause B8.1).
B9.1. If either party fails to exercise a right or remedy that it has or which arises in relation to this Agreement, such failure shall not prevent that party from exercising that right or remedy subsequently in respect of that or any other incident.
B9.2. A waiver of any breach or provision of this Agreement shall only be effective if it is made in writing and signed on behalf of the party who is waiving the breach or provision. Any waiver of a breach of any term of this Agreement shall not be deemed a waiver of any subsequent breach and shall not affect the enforceability of any other term of this Agreement.
B9.3. This Agreement and all matters arising out of it shall be governed by, and construed in accordance with, the laws of the Republic of Ireland. The Irish courts shall have exclusive jurisdiction over any claim or matter which may arise out of or in connection with this Agreement.
B9.4. Variations of this Agreement shall not be effective unless recorded in writing signed by the parties; variations in electronic form shall not count as variations recorded in writing. However, variations to the Schedule made in accordance with any agreed change control procedure shall be effective.
B9.5. Nothing in this Agreement is intended to, or shall, operate to:
B9.5.1. create a partnership or joint venture of any kind between the Client and VERGE;
B9.5.2. authorize either party to act as agent for the other party; or
B9.5.3. authorize either party to act in the name or on behalf of, or to otherwise bind, the other party in any way.
B9.6. In this Agreement as part of this ADDENDUM:
B9.6.1. any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time;
B9.6.2. references to Clauses are to the clauses of the particular section of the VERGE Terms in which they appear, unless reference is made to another set of VERGE legal documents;
B9.6.3. references to schedules are to the Schedule;
B9.6.4. the singular includes the plural and vice versa;
B9.6.5. the headings are for ease of reference only and shall not affect the construction or interpretation of this Agreement;
B9.6.6. where any other matter is to be agreed, such new agreement must be recorded in writing; and
B9.6.7. wherever the words “including”, “include”, “includes” or “included” are used they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires.
B9.7. The contents of the Schedule shall prevail over the contents of these Terms (incl. the ADDENDUM) to the extent of any conflict or inconsistency.
B10. Provision of data and materials
B10.1. VERGE grants the Client (subject to Clauses B7.2 and B8.5) a non-exclusive non-transferable license to use any VERGE materials provided as part of it services in the respective territory for the permitted purpose on any licence terms identified in the Schedule. The license granted under this Clause is made separately in respect of each individual element of the VERGE materials and commences on the day that each element of the VERGE materials is first made available to the Client.
B10.2. The use by the Client of any VERGE services which are dependent upon data derived from a Data Sharing Scheme is conditional upon the Client complying with the relevant Data Sharing Scheme Rules which are in force from time to time.
B10.3. If at any time the condition in Clause B10.2 is not satisfied, VERGE shall be entitled to discontinue the provision of any and all its services which utilise data from the relevant Data Sharing Scheme.
B11. Use of Client materials
B11.1. The Client grants VERGE (subject to Clause B8.3) a royalty free, non-exclusive, non-transferable license to use and copy the Client materials solely for the purposes of:
B11.1.1. performing this Agreement; and
B11.1.2. complying with any requests made to VERGE under statute and/or regulation.
B12. Data protection
B12.1.a. Each party shall in connection with the provision or use of VERGE services (as appropriate) comply with all applicable laws, which are applicable to that party.
B12.1.b. Without prejudice to the general obligations under Clause B12.1.a. each of the parties shall in the provision or use of VERGE services (as appropriate) comply with all applicable Data Protection Legislation.
B12.2. Each party warrants that it shall implement appropriate technical and organizational measures to ensure a level of data security relating to the personal information of the other party appropriate to the risk presented by the processing.
B12.3. The Client instructs VERGE to, and agrees that VERGE may, process the Client data disclosed to VERGE, for this Agreement purposes.
B12.4. There are circumstances in which VERGE will or may be a Processor of Client data. VERGE agrees that when, and to the extent that from time to time, it is a Processor of Client data it shall:
B12.4.1. process the Client data only in accordance with the Client’s instructions referred to in Clause B12.3 and any other instructions agreed by the parties from time to time;
B12.4.2. not transfer Client data outside the European Economic Area, other than on an occasional and temporary basis to third parties appointed as general suppliers of technology and services to VERGE in order to support and maintain VERGE services, or as otherwise agreed by the parties from time to time;
B12.4.3. ensure that persons authorized to process the Client data have committed themselves to confidentiality;
B12.4.4. not appoint any other Processor, other than as agreed by the parties from time to time (but VERGE shall be entitled to appoint third parties as general suppliers of technology and services, provided that such third parties do not carry out specific processing activities on behalf of the Client);
B12.4.5. ensure that where VERGE appoints another Processor as contemplated by Article 28(4) of the GDPR, that Processor is subject to contract obligations as required by that Article;
B12.4.6. taking into account the nature of the processing VERGE carries out as a Processor of Client data assist the Client by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Client’s obligation to respond to requests for exercising the data subject rights laid down in Chapter III of the GDPR;
B12.4.7. assist the Client in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of the processing VERGE carries out, and the information available to VERGE, in its capacity as a Processor of Client data;
B12.4.8. (at the request of the Client) comply with its obligations relating to the return or destruction of data
B12.4.9. (at the request of the Client) provide the Client with any information which it is reasonable for VERGE to provide to allow the Client to demonstrate compliance with Article 28 of the GDPR;
B12.4.10. comply with its obligations under Article 28(3) of the GDPR to inform the Client immediately if in the opinion of VERGE any instruction of the Client referred to in Clause B12.4.1 infringes the GDPR or any other relevant data protection provision;
B12.4.11. notify the Client without undue delay after becoming aware of a personal data breach relating to the Client data.
B12.5. If, pursuant to Article 82(4) GDPR, one party (the “Paying Party”) has been held liable to pay compensation to a data subject for damage caused (in whole or part) by the other party (“Other Party”), the Paying Party shall, as envisaged under Article 82(5) GDPR, be entitled to
recover from the Other Party (as a debt) any part of such compensation corresponding to damage for which the Other Party was responsible.
B12.6. Following receipt of a claim (or notification of an intention to make a claim) from a data subject to which Article 82(4) GDPR may apply:
B12.6.1. the party in receipt of the claim shall promptly notify the other party of the claim;
B12.6.2. neither party shall make any admission of liability, settlement or payment in respect of such claim, other than a payment made pursuant to a court order, without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed); and
B12.6.3. each party shall provide such cooperation and assistance as is reasonably required by the other party in connection with the claim.
B13. Permitted Users
B13.1. It may be of benefit to the Client for agreed third parties to have certain access to the Site and VERGE’s relevant services. The Client shall therefore be entitled to allow Permitted Users to exercise the Permitted User Rights. In order to achieve this without the need for each Permitted User to contract directly with VERGE, the Client agrees as follows:
B13.1.1. the Client shall procure that each Permitted User complies with all relevant provisions of this Agreement; and
B13.1.2. the terms of this Agreement shall be enforceable by each Permitted User (to the extent permitted by law and subject to the terms of this Agreement including Clause B13.1.3) as if each Permitted User were a party to this Agreement;
B13.1.3. the terms of Clause 10 (DISCLAIMERS AND LIMITATIONS OF LIABILITY) shall apply on an aggregate basis across all claims that may be brought by the Client and/or a Permitted User under or in connection with this Agreement;
B13.1.4. unless expressly agreed otherwise in the Schedule, a Permitted User must at all times be a Client employee in order to have access to the Services as set out in this Agreement. If any Permitted User is no longer a Client employee, the rights of the relevant Permitted User will automatically terminate (without further notice and without liability to VERGE) on the date it ceases to be a Client employee; and
B13.1.5. if the Client’s rights under this Agreement terminate (for whatever reason), the Permitted Users Rights shall also automatically terminate (without further notice and without liability to VERGE).
B13.2. References to Client data and materials in this Agreement shall be deemed to include data and materials provided by Permitted Users.