Terms Of Service

1. The definitions and rules of interpretation in this clause apply in this Agreement.

   Agreement: the Master Services Agreement (“MSA”) signed by EPIC and Client, these Terms of Service together with the Order Form(s) and Statement(s) of Work agreed between the parties, the DPA and any ancillary agreements or documents referred to herein.

   Affiliate: any entity directly or indirectly controlling or controlled by or under direct or indirect common control with another entity; and “control” means the power, directly or indirectly, to direct, or cause the direction of the management and policies of an entity through the ownership of voting securities, by contract or otherwise.

   Authorised Users: those employees, contractors, subcontractors, agents or other parties who are authorised by Client to use the Services.

   Business Day: a day other than a Saturday, Sunday or public holiday in Ireland when banks in Dublin are open for business.

   Business Hours: 9.00 am to 5.30 pm local Irish time, each Business Day.

   Client: the client entity executing the MSA.

   Client Data: the information and data inputted or supplied by Client, Authorised Users, or EPIC on Client’s behalf for the purpose of using the Services or facilitating Client’s use of the Services during the Term together with any survey results made available to Client through the Platform.

   Confidential Information: all documentation, technical information, software, business information, feedback, trade secrets or know how or other materials of a confidential nature that are disclosed in confidence by either party to the other during the term of this Agreement.

   DPA: the data processing agreement signed by the parties.

   Data Protection Laws: the provisions of the EU General Data Protection Regulation 2016/679 (the “GDPR”) and all national legislation implementing or supplementing the foregoing and all associated codes of practice and other guidance issued by any applicable data protection authority, all as amended, re-enacted and/or replaced from time to time, and any other applicable legislation relating to the collection, processing, transfer, or retention of personal data.

   Effective Date: the effective date of the Agreement as set out on the MSA.

   Fees: the fees for the Services as set out in an Order Form and Statement of Work.

   Initial Term: the initial term of this Agreement as set out in the MSA.

   Intellectual Property Rights: any and all intellectual property rights of any nature, whether registered, registerable or otherwise, including patents, trade dress, trade secrets, patentable rights, copyright, design rights, utility models, trademarks (whether or not any of the above are registered), trade or business names, goodwill, rights in domain names, rights in inventions, rights in data, moral rights, database rights, rights in know-how and confidential information, and any other intellectual property rights that subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures and advertising literature, including the “look and feel” of any websites source code and all intellectual property rights concerning a technology application, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action).

   Order Form(s): the form(s) signed by Client confirming the order for the Services subject to these Terms of Service together with any SOWs signed thereunder.

   Platform: the online software platform and applications from which EPIC makes the Services available.

   Professional Services: the services to be provided by EPIC in accordance with an agreed Order Form and Statement of Work.

   Renewal Term: the renewal period(s) described in clause 11.1.

   Services: access to the EPIC Platform as more particularly described in an Order Form together with the Professional Services.

   Statement of Work or SOW: a statement of work (in the template as set out in a schedule to the Order Form) setting out Professional Services to be provided by EPIC to Client.

   Term: the Initial Term together with any subsequent Renewal Term(s).

   User Documentation: the documentation located online or provided by EPIC to Client in respect of the Platform and Services.

   Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, ransomware, trojan horses, viruses and other similar things, techniques or devices.

2. Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. References to a clause, section, schedule, exhibit or appendix is to a clause, section, schedule, exhibit or appendix of this Agreement unless the context requires otherwise. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. Reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. A reference to writing or written includes e-mail.

1. Subject to the terms and conditions of this Agreement, EPIC hereby grants to Client a non-exclusive, non-transferable right, without the right to grant sublicences, of access to and use of (and to permit the Authorized Users to access and use) the Services during the Term.
2. Client may designate an Authorised User as an administrator (or “master” administrator) with control over Client’s service account, including management of Authorised Users and Client Data. Client is fully responsible for its choice of administrator and any actions they take. Client agrees that EPIC’s responsibilities do not extend to the internal management or administration of the Services for Client.
3. Each Authorised User must create and use unique access credentials, which may not be shared with anyone or used by more than one Authorised User. Client shall ensure its Authorised Users do not share their access credentials with any other person or permit any other person to access the Services and shall be responsible for any unauthorized usage that occurs due to misuse of its log-in credentials.
4. Professional Services may be provided under an Order Form by the parties agreeing one or more Statement(s) of Work. Client will give EPIC timely access to any Client Data, materials, and systems reasonably necessary for the performance of the Professional Services, and if Client fails to do so, EPIC’s obligation to provide the Professional Services will be excused until access is provided. The Professional Services shall be provided with reasonable skill and care.
5. During the Term, Additional Services may be agreed by the parties in a new Order Form. Each Order Form shall constitute a separate binding contract between the parties and incorporate these EPIC Terms of Service. In the event, and to the extent only, of any conflict between the terms of any Order Form and any terms of these Terms of Service, the terms of the Order Form shall prevail.
6. Affiliates of Client may procure Services from EPIC or any of its Affiliates under the terms and conditions of this Agreement, provided that each such Affiliate enters into an Order Form for such Services, referencing this Agreement. Any Affiliate that enters into such an Order Form with EPIC will be deemed to be “Client” hereunder for purposes hereof; provided that such Order Form, together with this Agreement, will constitute a separate contract and EPIC will look solely to such Affiliate (and not to Client) for satisfaction of any liability arising under or relating to procurement of Services by an Affiliate.

1. Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify EPIC. Client shall be responsible for the acts and omissions of its Affiliates and Authorised Users who access the Services, as though they were the acts and omissions of Client.
2. Client shall not during the course of its use of the Services access, store, distribute or transmit any Viruses, or any material that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or depicts sexually explicit images; or (ii) facilitates illegal activity, promotes unlawful violence; or (iii) is discriminatory or otherwise illegal or causes damage or injury to any person or property; (iv) contains any unsolicited or unauthorized advertising, promotional or marketing materials; or (v) encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law or regulation.
3. Client shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means; (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Services; (iii) access all or any part of the Services in order to build a product or service which competes with the Services; or (iv) work around any technical limitations in the Services.
4. Client shall: (i) comply with all applicable laws and regulations with respect to its activities under this Agreement; (ii) obtain and shall maintain all necessary licences, consents, and permissions necessary (if any) in respect of Client’s systems and software for EPIC to perform the Services; and (iii) ensure that its network and systems comply with specifications provided by EPIC and will be solely responsible for procuring and maintaining its network connections and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Client's network connections or telecommunications links.
5. Client shall not use the Services in an excessive manner (as determined by EPIC acting reasonably and in good faith) to the extent that such excessive use may cause EPIC damage or otherwise interfere with the Platform’s regular operation, including abusive, repetitive, malicious and/or excessive use any other use which may harm the Services.
6. Client acknowledges that it is solely responsible for ensuring that its use (and the use of its Authorized Users) of the Services does not infringe this clause 3. Without prejudice to EPIC’s other rights in law or equity, EPIC reserves the right, without liability to Client, to suspend or disable Client’s or any Authorised Users access to the Services where Client or an Authorised User is in breach of the provisions of this clause 3 and fails to remedy such breach within ten (10) days of being notified by EPIC to do so, provided however that where such breach: (a) violates or may violate any applicable law; (b) has or may have a material adverse impact on EPIC’s ability to provide the Services to its clients; or (c) impacts on the integrity and security of the Platform, then no remedy period shall be granted to Client prior to EPIC exercising the suspension or disablement rights herein. Client shall not thereby be entitled to claim any refund or compensation for such suspension or disablement.e.
7. While EPIC does not moderate Client’s use of the Services, it may report any illegal activity it discovers to the relevant authorities.

1. EPIC shall invoice Client and Client shall pay the Fees in accordance with the provisions of the relevant Order Form and this clause 4.
2. All Fees are non-cancellable and non-refundable unless stated elsewhere in the Agreement and are exclusive of all sales, use, value-added, withholding and other taxes and duties which shall be added to EPIC's invoice(s) at the appropriate rate. Client will pay all taxes and duties (including withholding tax) (but excluding, for the avoidance of doubt, any taxes referable to EPIC’s income or employees) assessed in connection with this Agreement. Client shall pay all Fees in full without set off or counterclaim.
3. Should Client have a bona fide dispute in respect of all or any part of any invoice(s) it shall notify EPIC of the nature of that dispute in writing within five (5) Business Days of receipt of the invoice giving the relevant details of what Client is disputing. Following any such notice, Client will be entitled to withhold payment of the amount in dispute without interest but will pay the undisputed amount(s) in accordance with this Agreement. The parties will cooperate in good faith to resolve any such dispute as amicably and promptly as possible and on settlement of the dispute Client shall discharge all agreed amounts in accordance with the agreed payment terms.
4. If EPIC has not received payment of undisputed Fees within fifteen (15) days after the due date in accordance with the payment terms set out in the relevant Order Form, and without prejudice to any other rights and remedies of EPIC, EPIC may subject to providing a further fifteen (15) days’ written notice, without liability to Client, disable Client’s password, account and suspend access to all or part of the Services and EPIC shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid. In addition, interest shall accrue on a daily basis on such outstanding amounts at an annual rate equal to four (4) percentage points above the European Central Bank’s reference rate or if such rate shall exceed any applicable permissible legal interest rate, then at the highest legally permissible rate, commencing on the due date and continuing until fully paid, whether before or after judgment.
5. EPIC may increase its fees and charges on 01 January of each year of the Term in accordance with the European Central Bank inflation rate plus 3%. Any such increases shall only apply to new Order Forms agreed by the parties after this date. Existing Order Forms will not be affected by any such increases.

1. Client may contact EPIC for support in relation to the Services during Business Hours by contacting support@epicconjoint.com.
2. From time to time it may be necessary for EPIC to complete maintenance on the EPIC systems and Platform. If the maintenance is likely to result in unavailability of the Services then EPIC will endeavour to advise Client in advance. Unscheduled maintenance in respect of a significant event may be required to be performed at any time without notice.

1. Each party warrants that it has the full corporate power: (i) to enter into this Agreement; (ii) to carry out its obligations hereunder; and (iii) to grant the rights herein granted to the other party.
2. Client warrants that Client Data, material, content or links provided to EPIC by or on behalf of Client: (i) are owned by Client or are provided with the express consent from the third party holding any ownership rights (including copyright) over such material, or, alternatively, are in the public domain, and are not owned by any third party or otherwise covered by copyright laws; (ii) do not breach the rights of any person or entity, including rights of publicity, privacy, or under applicable Data Protection Laws or direct marketing laws and are not defamatory; and (iii) do not result in consumer fraud (including being false or misleading), product liability, tort, breach of contract, breach of Intellectual Property Rights, injury, damage or harm of any kind to any person or entity.
3. EPIC warrants that the Services shall perform materially in accordance with the User Documentation.
4. Other than with respect to the express warranties set forth herein, the Services are provided “as is” and all warranties express or implied, representations, conditions and all other terms of any kind whatsoever implied by statute or common law, including those of non-infringement, merchantability and fitness for a particular purpose, all are, to the fullest extent permitted by applicable law, are hereby disclaimed and excluded by EPIC from this Agreement.
5. Client is solely responsible for its use of and reliance upon the survey results made available to Client through the Platform and may choose to use the survey results at its own discretion and risk. EPIC provides analytics and research services, it does not provide any guarantees or recommendations to Client in respect of the survey results, Client pricing or other commercial decisions and Client shall not ask EPIC for same. Client acknowledges and agrees that EPIC shall have no responsibility or liability under any circumstances for the survey results once provided to Client in accordance with the Agreement. Nothing in the Agreement or the Services constitutes, or is intended to constitute, advice of any kind in relation to any commercial, marketing or product management matter.
6. EPIC does not warrant that Client’s use of the Services will be uninterrupted or error-free or that the Services will operate in combination with third party services used by Client save where otherwise agreed. The Service may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. EPIC is not responsible for any delays, delivery failures, or other damage resulting from inherent problems, including but not limited to, the transfer of data over communications networks and facilities, including the internet.
7. Client may choose to use the Services with third-party platforms. Use of third-party platforms is subject to Client’s agreement with the relevant provider and not this Agreement. EPIC does not control and has no liability for third-party platforms, including their security, functionality, operation, availability or interoperability or how the third-party platforms or their providers use Client Data. If Client enables a third-party platform with the Services, EPIC may access and exchange Client Data with the third-party platform on Client’s behalf.
8. EPIC reserves the right to introduce new or enhanced features and functionalities to the Services which do not negatively impact the Services.

1. EPIC’s privacy policy available at https://www.epicconjoint.com/privacy-policy/ shall apply to these Terms of Service. EPIC collects personal data about Client and its Authorised Users in order to enable Client and its Authorised Users to access and use the Platform, to contact and communicate with Client, to respond to Client enquiries and for other purposes set out in the EPIC privacy policy.
2. The parties shall comply with the terms of the Data Processing Agreement.
3. EPIC may monitor, analyze, compile and use statistical and performance information based on and/or related to Client’s use of the Services to improve its models and service offerings. This data shall be irreversibly anonymised and shall therefore no longer be considered personal data under Data Protection Laws.

1. Client acknowledges and agrees that EPIC and/or its licensors own all Intellectual Property Rights in the Services and Platform (including all survey response data generated by the Services) together with any modifications or enhancements thereto and shall remain the property of EPIC and/or its licensors. Except as expressly stated herein, this Agreement does not grant Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services and Platform.
2. All Client Data shall be and remain the property of Client, and/or its licensors, as the case may be. Client shall own all right, title and interest in and to all of Client Data and shall have sole responsibility and liability for the legality, reliability, integrity, accuracy and quality of all such Client Data. Client hereby grants EPIC a royalty-free, non-exclusive licence to use the Client Data for the Term of this Agreement solely for the purposes of carrying out its obligations under this Agreement and for product improvement in accordance with clause 7.3.

1. EPIC will indemnify Client in respect of any and all third party claims, suits, demands and actions and for resulting damages, awards of damages, losses, costs, expenses and liabilities (including reasonable legal fees, fines and penalties) to the extent arising out of claims by third parties that the Services infringes a third-party’s copyright, trademark existing or patent granted as of the date of delivery in any country in which the Services are delivered. If Services are or are likely to be held to be infringing, EPIC will at its expense and option either: (i) procure the right for Client to continue using it, (ii) replace it with a non-infringing equivalent, (iii) modify it to make it non-infringing, or (iv) terminate this Agreement and refund to Client fees paid for any unused portion of the Services.
2. Notwithstanding the above, EPIC shall have no liability to Client to the extent that any claim is based upon: (i) modifications to the Services made by anyone other than EPIC or a party authorised by EPIC; (ii) combination of the Services with software or other materials not provided by EPIC or specified in any agreed documentation; (iii) Client’s failure to use modifications to the Services provided by EPIC to avoid infringement or misappropriation; or (iv) Client or its Authorised User’s unauthorised use or misuse of the Services or breach of applicable laws.
3. The rights granted to Client under clause 9.1 shall be Client’s sole and exclusive remedy and EPIC’s entire liability for any alleged or actual infringement of Intellectual Property Rights of any third party.
4. Client shall defend indemnify and hold harmless EPIC, its Affiliates and each of its officers, employees agents and subcontractors from and against all claims, demands, damages, awards of damages, losses, costs, expenses and liabilities (including any regulatory fines and reasonable legal fees) that result or arise in connection with Client or its Authorised User’s: (i) unauthorised use of the Services; (ii) infringement or violation of EPIC’s Intellectual Property Rights; (iii) breach of applicable law including violations of third party rights due to Client’s use of the Services; or (iv) breach of clause 3 Client Obligations.
5. The indemnities set forth in this Agreement are conditioned on the following: (i) the party claiming indemnification (the “Indemnitee”) shall promptly notify the indemnifying party (the “Indemnitor”) of any matters in respect of which it seeks to be indemnified, and shall give the Indemnitor full cooperation and opportunity to control the response thereto and the defense thereof, including without limitation any settlement thereof (provided that the Indemnitor will not enter into any settlement of such claim without the prior approval of the Indemnitee, which approval will not be unreasonably withheld); (ii) the Indemnitor shall have no obligation for any claim under this Agreement if the Indemnitee makes any admission, settlement or other communication regarding such claim without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld; and (iii) the Indemnitee’s failure to promptly give notice to the Indemnitor shall affect the Indemnitor’s obligation to indemnify the Indemnitee only to the extent the Indemnitor’s rights are materially prejudiced by such failure. The Indemnitee may participate, at its own expense, in such defense and in any settlement discussions directly or through counsel of its choice.

1. EPIC’s privacy policy available at [insert hyperlink] shall apply to these Terms of Service. EPIC collects personal data about Client and its Authorised Users in order to enable Client and its Authorised Users to access and use the Platform, to contact and communicate with Client, to respond to Client enquiries and for other purposes set out in the EPIC privacy policy.
2. The parties shall comply with the terms of the Data Processing Agreement.
3. EPIC may monitor, analyze, compile and use statistical and performance information based on and/or related to Client’s use of the Services to improve its models and service offerings. This data shall be irreversibly anonymised and shall therefore no longer be considered personal data under Data Protection Laws.

1. This Agreement shall commence on the Effective Date and shall, unless otherwise terminated in accordance with this Agreement, continue for the Initial Term. Thereafter, this Agreement shall automatically renew for the Renewal Terms of twelve (12) months each unless either party notifies the other party of termination, in writing, at least sixty (60) days before the end of the Initial Term or any Renewal Term, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Term or otherwise terminated in accordance with the provisions of this Agreement. The Initial Term together with any subsequent Renewal Terms shall constitute the Term.
2. EPIC may immediately terminate this Agreement or any Order Form by notice in writing to Client if Client fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment.
3. Either party shall be entitled, without prejudice to the rights and remedies otherwise available under this Agreement or by law to terminate the Agreement or any Order Form on written notice in the event of:
   1. a material breach of this Agreement by the other party which, if capable of remedy, is not remedied by the defaulting party within fifteen days of its receipt of written notice of the breach from the non-defaulting party;
   2. fraud or wilful default of the other party; or
   3. the other party becoming insolvent or unable to pay its debts when due (as defined by applicable law) or has a liquidator, receiver or manager appointed to it, or a winding-up order instituted against it.
4. For the avoidance of doubt, termination or expiry of this Agreement shall not affect any Order Forms then in effect, unless the parties specifically agree in writing. This Agreement shall continue to govern such Order Forms until they are terminated or performance has been completed.
5. Either party shall be entitled, without prejudice to the rights and remedies otherwise available under this Agreement or by law to terminate the Agreement or any Order Form on written notice in the event of:
   1. all licences and rights of access granted under this Agreement shall immediately terminate subject to clause 11.5.3;
   2. each party shall return and make no further use of any documentation and other items (and all copies of them) belonging to the other party;
   3. within thirty days of the date of termination Client can download a copy of their survey results from the Platform; and
   4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

1. Each party (the “Receiving Party”) acknowledges that, in the course of this Agreement, it may obtain Confidential Information from the other Party, (the “Disclosing Party”). The Receiving Party shall keep in confidence and protect the Confidential Information of the Disclosing Party from unauthorised disclosure or dissemination and use no less than that degree of care it uses to protect its own like information, and in any event no less than reasonable care. The Receiving Party shall not use such Confidential Information except in furtherance of this Agreement.
2. The Receiving Party shall not disclose any Confidential Information to any person without the Disclosing Party’s prior written consent except that the Receiving Party may disclose the Confidential Information to its officers, employees, independent contractors and agents (“Representatives”) on a “need-to-know” basis, provided that such Representatives are bound by a written agreement with materially the same terms and conditions as this clause 12 and the Receiving Party remains ultimately liable for any breach thereof. In addition, either party may provide a copy of this Agreement or otherwise disclose its terms in connection with any audit, financing transaction, regulatory or due diligence inquiry provided the recipients are subject to obligations of confidentiality at least as restrictive as those contained herein. Except as expressly provided in this Agreement, no ownership or license rights are granted in any Confidential Information.
3. The obligations of confidentiality shall continue during the term of this Agreement and thereafter, unless and until such Confidential Information falls within one of the exceptions outlined in clause 12.4. n.
4. This clause 12 shall not apply with respect to information the Receiving Party can document: (a) is in the public domain as a result of no act or omission of the Receiving Party or its employees or agents; (b) is received by the Receiving Party from third parties without restriction and without breach of a duty of nondisclosure by such third party; (c) was independently developed by the Receiving Party without reliance on the Confidential Information; or (d) is required to be disclosed by operation of law or by order of a court or administrative body of competent jurisdiction (provided that, where permitted under law, prior to such disclosure, the Receiving Party shall first give notice to the Disclosing Party such that the Disclosing Party has the opportunity to contest such order or requirement of disclosure or seek appropriate protective order).
5. Any breach or threatened breach by the Receiving Party of an obligation under this clause 12 may cause the Disclosing Party immediate and irreparable harm for which damages alone may not be an adequate remedy. Consequently, the Disclosing Party has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the Receiving Party or to compel specific performance of this clause 12.
6. A Receiving Party must notify the Disclosing Party in writing, giving full details known to it immediately, when it becomes aware of any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information, or any actual, suspected, likely or threatened theft, loss, damage, or unauthorised access, use or disclosure of or to any Confidential Information.

Neither party shall have any liability to the other party under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemic, epidemic, provided that the party notified of such an event and its expected duration. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for three (3) months, the party not affected may terminate this Agreement by giving one calendar month written notice to the other party. Force Majeure shall not prevent or delay the payment of any sum due or to be due by either Party.

1. Non-solicitation. Each party hereby covenants to the other party that it shall not, and it shall procure that its Affiliates shall not, during the Term and for the period of twelve (12) months from the termination or expiry of this Agreement, solicit the services of, or endeavour to entice away from the other party any director, employee, contractor or consultant of the other party, without the prior written consent of the other party.
2. Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law, or a single or partial exercise of such right or remedy, shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.
3. Invalidity. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
4. Entire Agreement. This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Additional Order Forms may be agreed between the parties referencing this Agreement, each of which shall form part of the Agreement.
5. Assignment. Either party may assign on written notice all of its rights and obligations under this Agreement to (i) an Affiliate, (ii) a purchaser of all or substantially all assets related to this Agreement, or (iii) a third party participating in a merger, acquisition, sale of assets or other corporate reorganization in which a party is participating. Any attempt to assign this Agreement in violation of this provision shall be void and of no effect. This Agreement will bind and inure to the benefit of the parties and their respective permitted successors and assigns.
6. Publicity. Neither party may publicly announce this Agreement except with the other party’s prior consent or as required by applicable laws. However, EPIC may include Client and its trademarks in EPIC’s customer lists and promotional materials but will cease this use at Client’s written request.
7. No agency. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between the parties, or authorize either party to act as agent for the other.
8. Notice. Any notice to be given by either party for the purposes of the Agreement shall be sent by mail/email to the contact party whose details are set out in the MSA. A notice delivered (i) by hand shall be deemed to have been received when delivered or if delivery is not in Business Hours, at 9am on the first Business Day following delivery, (ii) by post if correctly addressed by prepaid registered delivery shall be deemed delivered two days from the date of posting and five days for pre-paid registered airmail, and (iii) by email shall be deemed to have been received at 9.00am on the next Business Day after transmission.
9. Survival. The following clauses shall survive the termination or expiration of this Agreement: clause 3, 6, 7, 8, 9, 10, 11, 12, 13 and this clause 14.
10. Amendment. No variation of an Order Form or Statement of work shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party Notwithstanding, EPIC may amend these Terms of Service from time to time and will notify Client prior to any such amendments taking effect. Should Client decide that any amendment to the Terms of Service is unacceptable, Client may by issuing notice in writing to EPIC, terminate this Agreement within thirty (30) days of being notified of such change by EPIC. If Client has does not terminate the Agreement within thirty (30) days, it shall be deemed to have accepted the amended Terms of Service.
11. Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same agreement.
12. Dispute Resolution. The parties shall do their best acting in good faith to settle amicably any dispute, controversy or claim arising out of or in connection with the existence, validity, construction, performance and termination of the Agreement (or any terms thereof). Escalation to the senior management (or C-Suite) of the parties shall be the preferred dispute resolution methodology. If senior management (or C-Suite) cannot resolve the dispute within thirty (30) days of first notification of the dispute the matter shall be referred to the courts of Ireland in accordance with clause 14.13.
13. Governing Law and Jurisdiction. This Agreement and any disputes or claims arising out of or in connection with it are governed by and construed in accordance with the laws of the Republic of Ireland. The parties irrevocably agree that the courts of the Republic of Ireland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).