LiveCosts

Terms of use

TERMS AND CONDITIONS

Last Updated: 20th October 2025

WHAT’S IN THESE TERMS?

 

Please read these Terms and Conditions carefully before registering for a chargeable subscription or installing any of the Services offered on this website operated by Ground up Software Ltd, a company registered in Ireland with company number, 619845 with its registered address at The Chq Building, Custom House Quay, North Wall, Dublin, D01 Y6H7, Ireland and VAT number, IE3527034KH.

Upon completing our online registration form at app.livecosts.com/users/sign_up or https://app.livecosts.com/bosses/sign_up?subscription=trial for a chargeable subscription to the Services and/or installing the Services on your devices and clicking on the accept buttons relating to these Terms and Conditions, Service Level Agreement, Data Processing Agreement and Privacy Policy, you, the Customer, agree to be legally bound by these Terms and Conditions, Service Level Agreement, Data Processing Agreement and Privacy Policy as they may be modified and posted on our website from time to time.

In the event of any inconsistency between the content of the Terms and Conditions, Service Level Agreement, Data Processing Agreement and Privacy Policy, the Terms and Conditions shall prevail followed by the Data Processing Agreement, the Service Level Agreement and then the Privacy Policy.

If you do not wish to be bound by these Terms and Conditions, Service Level Agreement, Data Processing Agreement and Privacy Policy then you may not purchase or use the Services.


DEFINITIONS

 

In this Agreement the following terms shall have the following meanings:

“Agreement” means these Terms and Conditions, the Subscription Form, DPA, SLA and Privacy Policy and any documents referred to in them, together;
“Applicable Data Protection Laws” means all applicable data protection and privacy legislation in force from time to time in Ireland including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Acts 1988 – 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);
“Authorised Users” means employees, consultants or contractors of the Customer who have been expressly authorised by the Customer to receive a password in order to access the Services;
“Bug” means an unwanted or unintended property of the Services that can be reproduced and causes the Services to malfunction but does not affect the availability of the Services;
“Business Day” means Monday to Friday excluding any national holiday in Ireland;
“Business Hours” means 09.00 to 17.00 local time for the respective location on Business Days;
“Client” means any entity or persons to whom the Customer provides its services;
“Company” means Ground Up Software Limited trading as Livecosts.com;
“Confidential Information” means any and all information in any form whatsoever relating to the Company or the Customer, or the business, prospective business, finances, technical process, computer software (both source code and object code), IPR or finances of the Company or the Customer (as the case may be), or compilations of two or more items of such information, whether or not each individual item is in itself confidential, which comes into a party’s possession as a result of this Agreement or provision of the Services, and which the party regards, or could reasonably be expected to regard, as confidential and any and all information which has been or may be derived or obtained from any such information;
“Consequential Loss means pure economic loss, losses incurred by a party, losses arising from business interruption, loss of business revenue, goodwill or anticipated savings, losses whether or not occurring in the normal course of business, costs of procuring substitute goods or product(s) or wasted management or staff time;
“Customer Data”  means all data imported into the Services by the Customer or Authorised Users for the purpose of using the Services or facilitating the use of the Services;
“Customer”  ‍means the Customer named in the Subscription Form;
“Documentation”  ‍means the training materials and user manuals relating to the use of the Services (which will be available via the Help Centre), as well as any additional documentation that the Company specifically creates for the Customer or otherwise provides to the Customer to assist in the correction of any issue with the Services;
“DPA”  ‍means the data processing agreement located at https://www.livecosts.com/dpa as amended from time to time;
“Effective Date”  ‍means the first payment date of a subscription;
“Emergency Maintenance” means maintenance, upgrades, Updates, repairs to hardware and software related to resolving immediate problems causing instability in the non-installed Services;
“Feedback”  ‍means feedback, innovations or suggestions created by the Customer or Authorised Users regarding the attributes, performance or features of the Services;
“Fees”  ‍means the fees payable by the Customer during the Term of this Agreement;
“Force Majeure”  ‍means anything outside the reasonable control of a party, including but not limited to acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemics, quarantine restriction, labour dispute, labour shortage, power shortage (including where the Company ceases to be entitled to access the internet for any reason beyond its control) transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency;
‍
“Functional Description”  means the description of the Services set out as follows:
https://livecosts.com/functional-description
“Hosting Services”  ‍‍means the services set out in Schedule 1 of these Terms and Conditions for hosting the non-installed Services;
“Illegal Content”  ‍means any data or content which is defamatory, or constitutes a breach of the IPR or legal rights of any third party;
“Initial Term”  ‍means a period of 1 month starting from the Effective Date;
“Integration Services” ‍[means the services set out in Schedule 3 of these Terms and Conditions for Customers who integrate their external accounting package with our Services];
“Intellectual Property Rights (IPR)”  ‍means all copyrights, patents, utility models, trademarks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, semiconductor topography rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world;
“Invoice Data” means any data collected by the Company from Customer invoices or quotations;
“Maintenance and Support Services”  ‍means the services set out in Schedule 2 of these Terms and Conditions for maintenance and support of the Services;
“Privacy Policy”  means the Company privacy policy located at https://livecosts.com/privacy-policy as amended from time to time;
“Renewal Term”  means 1 month or 1 year depending on the customer’s selected licence;
“Services”  ‍means the SaaS software application Livecosts.com or as specified in the Subscription Form and described in more detail in the Functional Description, including the Hosting Services, the Maintenance and Support Services, and the Integration Services set out in Schedules 1-3;
“SLA”  ‍means the service level agreement located at https://www.livecosts.com/sla as amended from time to time;
“Subscription Fee”  ‍means the subscription fee agreed in writing with the sales department who can be contacted at Our Contact Sales Form;
“Subscription Form”  ‍means the subscription form completed by the Customer on-screen used to order the Services; and to make payment;
“Term”  ‍means the Initial Term plus any Renewal Term together;
“Terms and Conditions”  ‍means these terms and conditions;
“Time and Materials Basis”  means the Company’s standard daily consultancy rates plus any reasonable costs incurred by the Company;
“Travel Fees”  means all reasonable costs associated with any travel and subsistence expenses incurred by the Company (or its employees, permitted subcontractors or agents) in performing its obligations under this Agreement;
“Updates” means any new or updated applications, services or tools (including any software programmes) made available by the Company as part of the Services during the Term.


PROVISION OF THE SERVICES

  • The Customer engages the Company, and the Company agrees to provide the Services in accordance with the Agreement from the Effective Date for the Term.
  • If the Customer wishes to purchase additional Services after the Effective Date, such Services shall be set out in one or more additional order forms, which will be incorporated into this Agreement

  • LICENCE TO USE THE SERVICES

 

  1. Subject to the Customer’s payment of the Fees, the Customer and Authorised Users are granted a non-exclusive, non-transferable licence to use the Services (including any associated IPR and Confidential Information of the Company) from the Effective Date for the Term. No additional implied rights are granted beyond those specifically mentioned in this clause 4.1.
  2. The Customer acknowledges that the Company may use Invoice Data (which includes data from Customer quotations) during the provision of the Services solely for the purposes of generating aggregated and anonymised reports. 
  3. All IPR and title to the Services and Documentation (save to the extent these incorporate any Customer Data, Customer IPR or third party owned item) shall remain with the Company and/or its licensors and subcontractors and no interest or ownership in the Services, Documentation, IPR or otherwise is transferred to the Customer under this Agreement. Notwithstanding the Customer’s statutory rights, no right to modify, adapt, or translate the Services or create derivative works from the Services is granted to the Customer. Nothing in this Agreement shall be construed to mean, by inference or otherwise, that the Customer has any right to obtain source code for the software comprised within the Services.
  4. Disassembly, decompilation or reverse engineering and other source code derivation of the software contained within the Services is prohibited. To the extent that the Customer is granted the right by law to decompile such software in order to obtain information necessary to render the Services interoperable with other software the Company will provide access to any relevant source code or information provided that the Customer makes a written request identifying the relevant details of the Services with which operability is sought and the nature of the information needed. The Company has the right to impose reasonable conditions including but not limited to the imposition of a reasonable fee for providing such access and information.
  5. Unless otherwise specified in this Agreement, the Services are provided and may only be used in conjunction with: (i) the Customer’s existing systems and applications in order to facilitate the Customer’s transactions with its Clients; (ii) providing access to Services solely to Customers and Authorised Users; and (iii) access and use of the Documentation as necessary to enable use of the Services.
  6. The Customer may not (i) lease, loan, resell, assign, licence, distribute or otherwise permit access to the Services; or (ii) use the Services to provide ancillary services related to the Service; or (iii) permit access to or use of the Services by or on behalf of any third party, except as permitted in this Agreement. The Company reserves the right to electronically monitor the Customer’s use of the Services.
  7. The Customer assigns all rights, title and interest in any Feedback to the Company. If for any reason such assignment is ineffective, the Customer shall grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose, sub-licence, distribute, modify and exploit such Feedback without restriction.
  8. The Customer is not allowed to remove any proprietary marks or copyright notices from the Services.
  9. The Customer shall retain sole ownership of all rights, title and interest in and to Customer Data and its pre-existing IPR.
  10. The Customer grants the Company a non-exclusive, non-transferable revocable licence to display the Customer’s name, logo and trademarks, as designated and/or amended by the Customer from time to time and as required in the creation of correspondence, documentation and website front ends in the provision of the Services.
  11. The Company may take and maintain technical precautions to protect the Services from improper or unauthorised use, distribution or copying.

    TERM AND TERMINATION

    1. This Agreement shall commence on the Effective Date for the Initial Term. At the expiry of the Initial Term, this Agreement will automatically renew for successive Renewal Terms and continue until either party terminates the Agreement by giving the other 30 Business Days’ notice in writing prior to the start of a Renewal Term. A cancellation fee may apply. Neither party may terminate the Agreement without cause during the Initial Term.
    2. If the Customer elects to terminate this Agreement at any time, the Company is entitled to withhold any non-refundable expenses reasonably incurred by Company in relation to initial implementation and training. The Customer acknowledges that the cancellation fee is withheld in consideration for Services rendered prior to the date of termination. If this Agreement is terminated at any time on or after the Effective Date, the Company is entitled to withhold the full fees paid. This clause in no way limits Company’s rights or remedies under this Agreement or any applicable laws or the non-refundability of any Services.
    3. The Company may terminate this Agreement or the provision of any Services with immediate effect if: (i) the Customer has used or permitted use of the Services other than in accordance with this Agreement; or (ii) the Company is prohibited under applicable law, or otherwise from providing the Services.
    4. Either party may terminate this Agreement immediately, with cause, if the other party (i) ceases or threatens to cease or carry on business; or (ii) is unable to pay its debts or enters into compulsory insolvency or voluntary liquidation; or (iii) convenes a meeting of its creditors or has a receiver, manager or similar official appointed in respect of its assets; (iv) or has an administrator, receiver, manager or similar official appointed; or (v) is affected by a similar event under the law of any other jurisdiction; or (vi) a Force Majeure event lasts for more than 28 days.
    5. Either party may terminate this Agreement for material breach of any term by giving the breaching party written notice. However, where the breach is capable of remedy, provided that the breach is specified and remedy of the breach is requested, the notice shall only be effective if the breaching party fails to remedy the breach within 10 days of receipt of the notice.
    6. Termination of this Agreement for any reason shall not affect the accrued rights of the parties arising under this Agreement and in particular without limitation the right to recover damages against the other and any clauses which by their nature should survive termination or expiry of this Agreement shall survive the expiry or termination of this Agreement and shall remain in force and effect.
    7. Upon termination of this Agreement the Customer shall promptly pay the Company all unpaid Fees and all licences granted under the Agreement shall terminate on the effective date of termination.
    8. The Company shall: (i) cease providing the Services to the Customer; (ii) at the option of the Customer, delete (in accordance with the terms of the DPA) or return all Customer Data stored via the non-installed Services in the Company’s database in a standard machine readable format, free of charge. If the Customer requires any such Customer Data to be returned in a different format the Company reserves the right to charge for this additional service on a Time and Materials Basis.

FEES AND INVOICING

 

  1. The Company shall invoice the Customer the Fees during the Term. All invoices shall be issued and paid in the currency stated in each invoice. All Fees include any Value Added Tax, or sales tax legally payable on the date of the invoice, which shall be paid by the Customer in addition, where applicable.
  2. Travel Fees, incidental costs and other expenses shall be invoiced in addition to the Fees in arrears, as and when they arise.
  3. The Company may increase the Fees upon giving the Customer 90 days prior written notice at any time during the Term.

PAYMENT TERMS

 

  1. The Customer shall pay the Company the Fees during the Term as set out at the ”check-out” web page on  the Company’s website and subject to any payment terms set out in invoices.
  2. Unless stated otherwise, payment of all Fees is due immediately at the start of each Renewal Term and shall be without prejudice to any claims or rights which the Customer may have against the Company. If the Customer believes that any invoice is incorrect, it must notify the Company in writing within 7 days of the invoice date.
  3. Where payment of any Fee is not received on the due payment date, the Company may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Company shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remains unpaid. The Company shall be entitled to charge interest on overdue Fees at the applicable statutory rate.
  4. The Company reserves the right to recover any costs and reasonable legal fees it incurs in recovering overdue payments.

CONFIDENTIAL INFORMATION

    1. Each party may use the Confidential Information of the other only for the purposes of this Agreement. Each party must keep confidential all Confidential Information disclosed to it, except where the recipient of Confidential Information is required to disclose the Confidential Information by law to any regulatory, governmental or other authority with relevant powers to which either party is subject.
    2. Each party may disclose the Confidential Information of the other party to those of its employees and agents who need to know the Confidential Information for the purposes of this Agreement, but only if the employee or agent is bound by confidentiality undertakings equivalent to those set out in this Agreement.
    3. Both parties agree to return (or destroy) all documents, materials or data containing Confidential Information to the disclosing party without delay upon completion of the Services or termination or expiry of this Agreement.
    4. The obligations of confidentiality under this Agreement do not extend to information that: (i) was in the other party’s lawful possession before the negotiations leading to this Agreement; (ii) is, or after the Effective Date, becomes publicly known other than through any act or omission of the receiving party; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (iv) is independently developed by the receiving party, which independent development can be shown by written evidence; or (v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
    5. If either party is required to disclose any Confidential Information pursuant to clause 8.4 such party shall, where lawfully permitted to do so: (i) promptly consult with and take into account any comments from the other party prior to making any disclosure; and (ii) work with the other party to ensure that any exemptions or other legitimate means of preventing disclosure or limiting disclosure are used to the fullest extent possible.
    6. The parties acknowledge and agree that without prejudice to the general confidentiality provisions in this clause 8 and without limitation, all information falling within the definition of Confidential Information as set out in clause 2 of this Agreement and any information which is supplied by the disclosing party to the receiving party pursuant to this Agreement or the negotiation thereof is: (i) Confidential Information the disclosure of which by the receiving party would be an actionable breach of confidence; (ii) a trade secret of the disclosing party; and (iii) information, the disclosure of which would be likely to prejudice the commercial interests of the disclosing party or of any other person.

DATA PROTECTION

    1. Each party undertakes to comply with its obligations under Applicable Data Protection Laws.
    2. To the extent that personal data is processed when the Customer or Authorised Users use the Services, the parties acknowledge that the Company is a data processor and the Customer is a data controller and the parties shall comply with their respective obligations under Applicable Data Protection Laws. 
    3. The Customer shall ensure that: (i) the personal data, which it supplies or discloses to the Company, has been obtained fairly and lawfully; (ii) it will obtain all necessary approvals from persons whose data is being processed; and (iii) it has in place all necessary registrations with authorities to permit the Company to transfer personal data to third parties pursuant to its obligations under this Agreement.
    4. The Company confirms that it: (i) will only process personal data on behalf of, and in the name of, the Customer; (ii) will only process data in accordance with the instructions of the Customer; and (iii) has taken, as well as its subcontractors, licensors and hosts, sufficient and appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to personal data, having regard to the state of technological development and cost of implementing any measures, to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the personal data to be protected.
    5. In addition to the above obligations, the parties shall comply with their respective obligations set out in the DPA. In the event of any conflict between clauses 9.3 and 9.4 of this Agreement and the terms of the DPA, the terms of the DPA shall prevail.
    6. If a third party alleges infringement of its data protection rights, the Company shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing.
    7. Where the Company collects and processes personal data of the Customer, as a data controller, when providing the Services to the Customer, such collection and processing shall be in accordance with the Privacy Policy.

REPRESENTATIONS AND WARRANTIES

    1. Each party warrants and represents that; (i) it has full corporate power and authority to enter into this Agreement and to perform the obligations required hereunder; (ii) its execution and performance of its obligations under this Agreement does not violate or conflict with the terms of any other agreement to which it is a party; and (iii) it shall respect all applicable laws and regulations, governmental orders and court orders, which relate to this Agreement.
    2. The Company warrants to the Customer that it has the right to license the Services.
    3. The Company warrants and represents that the Services shall be performed with reasonable skill and care and in a professional manner in accordance with good industry practice and that the Services will comply with the SLA.
    4. The Company warrants to the Customer that the Services will operate to provide in all material respects the facilities and functions set out in the Functional Description.
    5. This warranty does not apply to the following, which are made available “as is” and without warranty by the Company: pre-release (beta), trial, starter, evaluation, product sampler, and not for resale (NFR) copies of the Services including but not limited to evaluation software; websites, company online services; third party online services; certified document services and any software made available by the Company for free via web download from a Company website.
    6. If there is a breach of the above warranties, the Company shall use reasonable commercial endeavours, to correct any material defect or to replace the defective Services. Notwithstanding the aforesaid, the Company shall only be obliged to remedy any material defect if: (i) the Customer notifies the Company in writing immediately upon discovering the defect; and (ii) following the Company’s examination of the Services, it is established that such a defect exists.
    7. The warranties in clauses 10.2 to 10.5 inclusive shall not cover deficiencies or damages relating to: (i) any third party components not provided by the Company;  (ii) any third party provided connectivity necessary for the provision or use of the Services; (iii) compliance with third party software or products, non-Company programmes or data used in combination with the Services except as recommended by the Company; (iv) a failure of the Services to conform with the Functional Description caused by the use or operation of the Services by the Customer with an application or in an environment other than recommended by the Company; and (v) modifications made to the Services not carried out by the Company.
    8. Except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose) are excluded to the fullest extent permitted by law. No warranty is made regarding the results the Customer can achieve from using the Services or that the Services will operate uninterrupted or error free.
    9. The Customer warrants that it rightfully owns the necessary user rights, copyrights and ancillary copyrights and permits required for it to fulfil its obligations under this Agreement.
    10. The Customer warrants and represents that it shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure that the access to the Services granted under this Agreement is limited as set out under this Agreement. In particular the Customer shall treat any identification, password or username or other security device for use of the Services with due diligence and care and take all necessary steps to ensure that they are kept confidential, secure and are used properly and are not disclosed to unauthorised persons. Any breach of the above shall be immediately notified to the Company in writing.

THIRD PARTY SOFTWARE

    1. The Services incorporate third party software which is used within the Services. The Customer and Authorised Users acknowledge and agree that use of the Services will be subject to the terms of any third party licence agreements applicable to such third party software.
    2. The Customer’s use of the third party software listed below is “as is.” and is subject to their terms. Furthermore use of these third party software does not guarantee that the integrations will carry no errors, nor that it will be liable for any damages, either direct or indirect, including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss resulting from the use of these third party software, or damages caused by possible errors or misprints in their terms. 

 

Third Party Provider Service provided Location of sub-processor
Amazon Web Services Cloud service provider United States of America
Heroku Cloud service provider United States of America
Stripe Payment processing provider United States of America
Hyperext Integration to Sage 50 United Kingdom

LIABILITY

    1. The parties do not exclude or limit their liability to each other for fraud, death or personal injury caused by their negligent act or omission or willful misconduct or any claim that cannot be limited or excluded by mandatory applicable law.
    2. The parties shall not be liable for any Consequential Loss arising out of or related to this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, even if the party was advised of the possibility of such damages.
    3. The parties shall not be liable for any loss of profits (whether categorised as direct or indirect) arising out of or related to this Agreement, whether based on contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, even if a party was advised of the possibility of such damages.
    4. Subject to clauses 12.1 to 12.3 inclusive the Company’s total liability to the Customer in aggregate (whether in contract, tort or otherwise) for any and all claims relating to or arising under this Agreement or based upon any claim for indemnity or contribution shall be limited to the total Fees (excluding all taxes) paid by the Customer to the Company during the 12 month period prior to the date on which any such claim arose. If the duration of the Agreement has been less than 12 months, or such shorter period as applicable.
    5. The Customer shall be liable for any breaches of this Agreement caused by the acts, omissions or negligence of any Authorised Users who access the Services as if such acts, omissions or negligence had been committed by the Customer itself.
    6. The Customer shall not raise any claim under this Agreement more than 1 year after (i) the discovery of the circumstances giving rise to a claim; or (ii) the effective date of termination or expiry of this Agreement.
    7. The parties acknowledge and agree that in entering into this Agreement, each had recourse to its own skill and judgement and has not relied on any representation made by the other, their employees or agents.

INDEMNITIES

 

  1. Subject to clause 12.4, the Company, at its own expense, shall: (i) defend or at its own option settle any claim brought against the Customer by a third party on the basis of an infringement of any IPR by the Services (excluding any claim deriving from any Customer provided item); and (ii) pay any final judgment entered against the Customer on such issue or any settlement thereof, provided that: (a) the Customer notifies the Company promptly of each such claim; (b) the Company is given sole control of the defence and/or settlement; and (c) the Customer fully co-operates and provides all reasonable assistance to the Company in the defence or settlement.
  2. If all or part of the Services becomes, or in the opinion of the Company may become, the subject of a claim or suit of infringement, the Company shall at its own expense and sole discretion: (i) procure for the Customer the right to continue to use the Service or the affected part thereof; (ii) replace the Service or affected part with another suitable non-infringing service or software; (iii) modify the Services or affected part to make the same non-infringing.
  3. The Company shall have no obligations under clauses 13.1 and 13.2 above to the extent that a claim is based on: (i) the combination, operation or use of the Services with other services or software not provided by the Company if such infringement would have been avoided in the absence of such combination, operation or use; (ii) use of the Services in any manner inconsistent with this Agreement; and (iii) the negligence or wilful misconduct of the Customer.
  4. The Customer shall indemnify and hold the Company and its employees, subcontractors or agents harmless from and against any costs, losses, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from: (i) any claimed infringement or breach by the Customer or an Authorised User of any IPR with respect to use of the Services outside of the scope of this Agreement; (ii) use by the Company of any Customer Data or Customer or Client provided item, in particular storage or publication on the internet of any Illegal Content; (iii) any access to or use of the Services by the Customer, an Authorised User or a third party; (iv) breaches of data protection law or regulations or the Customer’s obligations under the DPA; and (v) any breach of this Agreement by the Customer or an Authorised User. Furthermore, the Company shall be entitled to take reasonable measures in order to prevent Illegal Content from being published on the internet and breaches of third party rights from continuing.

SECURITY

    1. The Company shall permit the Customer to specify which Authorised Users may access the Services through its standard application security options.
    2. The Customer and Authorised Users must ensure that each password is only used by the user to which it has been assigned. The Customer is responsible for any and all activities that occur under the Customer’s account and via the Customer’s passwords. The Customer will immediately notify the Company if the Customer becomes aware of any unauthorised use of the Customer’s account, the Customer’s passwords or breach of security known to the Customer. The Company shall have no liability for any loss or damage arising from the Customer’s failure to comply with these requirements.
    3. The Company may suspend access to the Services, or portion thereof, at any time, if in the Company’s sole reasonable discretion, the integrity or security of the Services is in danger of being compromised by acts of the Customer or Authorised Users.

ASSIGNMENT AND RELATIONSHIP BETWEEN THE PARTIES

 

  1. No party may assign, transfer or subcontract its rights under this Agreement without the prior written consent of the other party, such consent shall not be unreasonably withheld, however the Company shall be entitled to assign the Agreement to any company in the Company’s group of companies.
  2. The Company and the Customer are independent contractors and nothing in this Agreement will be construed as creating an employer-employee relationship.
  3. Nothing contained in this Agreement is intended to grant rights to any third parties.
  4. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

CONTACTS

    1. The Customer shall provide a designated application support contact who will be responsible for and have sufficient information to respond to support questions.
    2. The Customer shall provide a designated billing contact with all relevant contact information to respond to billing and payment questions regarding the Services.

SEVERENCE

    1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
    2. If any provision or part-provision of this agreement is deemed deleted under clause 17.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

ENTIRE AGREEMENT

    1. This Agreement constitutes the whole agreement and understanding between the parties and supersedes all prior agreements, representations, negotiations and discussions between the parties relating to the subject matter thereof.
    2. Neither party shall make any public statement, press release or other announcement relating to the terms or existence of this Agreement, or the business relationship of the parties, without the prior written consent of the other party. Notwithstanding the aforesaid the Company may use the Customer’s name and trademarks (logo only) to list the Customer as a client of the Company on its website and in other marketing materials and information.

NOTICES

    1. Any notice given to a party under or in connection with this agreement shall be in writing and shall be:
      1. delivered by hand or by pre-paid registered post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case);
      2. in respect of the Company, sent by email to the address specified hereunder:

Company: support@livecosts.com

  1. Any notice shall be deemed to have been received:
    1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; 
    2. if sent by pre-paid registered post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
    3. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume. In this clause 19.2.3, Business Hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
  2. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
  3. Notwithstanding the aforesaid, the Company may change or modify the terms of this Agreement, upon giving the Customer 30 days notice via email. All changes shall be deemed to have been accepted by the Customer unless the Customer terminates the Agreement prior to the expiry of the 30 day period.

FORCE MAJEURE

    1. Except with respect to the Customer’s obligation to pay the Fees, if a party is wholly or partially unable to comply with its obligations under this Agreement due to Force Majeure, then that party’s obligation to perform in accordance with this Agreement will be suspended for the duration of the Force Majeure. As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under the Agreement.

DISPUTE RESOLUTION

    1. The parties will use their respective reasonable efforts to negotiate in good faith and settle any dispute that may arise out of or in relation to this Agreement and any breach of it.
    2. If any such dispute cannot be settled amicably through ordinary negotiations of the sales directors of each party, the dispute shall be escalated in writing to the chief executive officer of the Company and the chief financial officer of the Customer who shall in good faith try and resolve the dispute. If the dispute or difference is not resolved within 14 days of the dispute being escalated the parties shall then be entitled to pursue their claim in accordance with clauses 25 and 26 below.

NO WAIVER

      1. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

        INVALIDITY AND SEVERABILITY

      1. If any provisions of this Agreement are held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and, to that extent, the provisions of this Agreement are intended to be and shall be deemed severable.

        FURTHER ASSURANCE

    1. The Customer shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the Company may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

GOVERNING LAW

    1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Ireland.

JURISDICTION

    1. Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

 

 

 

THE PARTIES HEREBY AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT