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Terms & Conditions

 

Welcome

 

Welcome to the Mediahuis Ireland digital networks, which consist of Mediahuis ROI and Mediahuis UK/NI These are the terms and conditions which govern the access and use of the network. When we refer to the “network” or to “Mediahuis” in these terms and conditions, this means the digital information network and application operated by or on behalf of:

 

Mediahuis ROI App
E-paper
Independent.ie
Sunday World
Regional Titles
The Argus
Bray People
The Corkman
Drogheda Independent
Enniscorthy Guardian
Fingal Independent
Gorey Guardian
Herald.ie
The Kerryman
New Ross Standard
The Sligo Champion
Wexford People
Wicklow People
Reach Home Delivery
Reach Stationery (UK)
Reach Stationery (ROI)
Reach Retail Services (ROI)
Reach Retail Services (UK)
Schools.independent.ie
Newspread
Mediahuis UK/NI App
  E-paper
  Sunday World
  Sunday Life
  Belfast Telegraph

 

 

  • Mediahuis Ireland Limited (Company No: 153066)
  • Mediahuis Ireland Digital Limited (Company No: 247783)
  • Mediahuis UK Group Ltd. (Company No. 983376)
  • Mediahuis UK Ltd. (Company No. 1908967)
  • Mediahuis Ireland Group Limited (Company No: 2936), the parent company; to include its subsidiaries and affiliates, collectively referred to as “Mediahuis”.

 

These terms and conditions apply whatever method of access is used, including access via the web, PDA, mobile phone, Smartphone, RSS feed, digital television, or any other means of technology, all of which means of access shall be incorporated in the term “access” in these terms and conditions.

 

These terms and conditions may be changed from time to time. Any changes are with immediate effect as and from the date of posting unless otherwise specifically stated. The continued access and usage of the site by you after such changes are made shall be deemed to be an acceptance of such changes.

 

Each time you access the Mediahuis ROI and Mediahuis UK/NI applicable sites and services, you agree to be bound by these Terms & Conditions.

 

Registration and Subscriptions- Titles


Registered User:     
A Registered user is an individual who has registered their details with Mediahuis. A registered user is entitled to read any of our free content, plus enter our competitions.
Subscriber:      A Subscriber is an individual who has registered and paid for one of Mediahuis’s Subscription options such as an Annual or Monthly bundle be it Digital, Print or both. A Subscriber has unlimited access to content on Independent.ie or Belfasttelegraph.co.uk

 

 

Some Mediahuis publications require you to register your details with us in order to access our content or services/offerings. By registering, you agree that:

  1. You have not provided a false or incorrect name, email address or false personal information nor have you impersonated another person.
  2. Your registration and password details are personal to you and may not be used by anyone else to access the site.
  3. You will not permit or allow any third party to make use of your registration details to access the site.
  4. You will not impersonate another user; interfere with the operation of the site; shall make us immediately aware of any unauthorised use of your personal details by others.
  5. All readers who register on;
    • Independent.ie, will receive the morning and evening edition of the Daily Digest newsletter seven days a week.
    • BelfastTelegraph.co.uk will receive the morning and evening edition of the Daily Headlines newsletter seven days a week.
    • SundayWorld.ie will receive the Your Daily World newsletter seven days a week.
    • These newsletters are a selection of our latest stories delivered each morning.
    • Readers can unsubscribe at any time, by clicking the unsubscribe link at the bottom of each newsletter or going to ‘My Account’.
  1. Onboarding Emails: Once an individual has registered or subscribed, as part of the onboarding process, they will receive a series of emails introducing the different elements available as part of their registration or subscription.
  2. You are responsible for maintaining the confidentiality of your password, which you will not have to reveal to any representative or agent of Mediahuis
  3. If you are less than 18 years of age and would like to use any part of our Services (i.e., subscription or registration), please ask your parent or guardian to review the Terms & Conditions and complete on your behalf.
  4. Customer Matching: Mediahuis Ireland utilises “Customer Match” facility for both Google and Facebook to target ads to registered users. This involves sharing hashed data already supplied by the user with approved third parties to create a more customer-specific experience in terms of content and advertised products.”

 

Reach Home Delivery

 

  • Reach Home Delivery (‘RHD’) will endeavour to deliver newspaper(s) to your home or office as early as we can on the mutually agreed days of the week. You can make contact with Reach Home Delivery as follows:
  • All payments are made in advance and at the start of each month. Payments can only be made by Visa or Master Card.
  • Holiday Pause Request: RHD will require at least 2 full working days to process your holiday request. Holiday pause requests can be made online, or by phone.
  • Non-Delivery or other Refunds: If your newspaper is not delivered you must report it to us within 24 hours of the scheduled delivery date by calling this number: 1890 130 130. Refunds will only be processed on request for amounts greater than €10 or for full cancellations. Otherwise, a credit will be applied to your subsequent bill.
  • Cancellations: For a recurring payment from an account to be cancelled it should be applied for by calling customer service on 1890 130 130 at least 5 working days before your next bill is due.
  • Non-Payment: In the event that your advance monthly payment is declined, for whatever reason, the following protocol will apply:
    • Step 1: The Credit Card or debit card request for funds will be submitted to the Bank a second time within a period of five working days.
    • If Step 1 above is unsuccessful the subscriber will be contacted, and deliveries will cease until payment is made in full.
    • Lost / Stolen / Expired Cards: If your debit or credit card is lost, stolen or has expired you are obliged to inform Reach Home Deliverywithin three working days.
  • Newsstand – Digital Editions: Mediahuis publishes Digital Editions of the Irish Independent, Sunday Independent, The Herald and the Sunday World through the Independent Newsstand app. Your subscription is managed by Reach Home Delivery, which grants you access to the digital editions according to your subscription. The service refers to all, or part of this relationship.
    • Mediahuis reserves the right to change or discontinue any aspect or feature of the service, including content, subscription plans and features, pricing, hours of availability, equipment or the software needed for access or use. We may also impose limits on certain features or restrict your access or parts or all of the service without notice or liability.
    • You may only use the service for lawful purposes in line with operating rules laid out by Mediahuis. Mediahuis will not be held liable if the service is used for unlawful purposes or in jurisdictions where such use is prohibited by applicable law.
    • The RHD terms and conditions, the agreement between the customer and use of the service are based on use in Ireland and Irish Law is exclusively applicable.
  • Payment
    • RHD Subscriptions are paid by credit or debit card. The subscription will be charged automatically on a monthly or annual basis, as selected when subscribing. Offering these payment options does not imply any liability on the part of Mediahuis that the payment system will operate flawlessly, without interruptions or errors. Mediahuis cannot be held liable for any damage, direct or indirect, caused by the execution of a payment.
  • Cancellation
    • RHD Subscribers who select a 12-month contract may not cancel after this point for the duration of the contract period.
    • Monthly and annual subscribers who have not selected a 12-month contract may cancel at any time.
    • You can change or cancel your subscription by contacting Reach Customer Care on 1890 130 130 or by
    • emailing customerservices@reachhomedelivery.ie
    • When you cancel, we will not renew your account again. Your access will continue for the remainder of your monthly or annual billing period.

 

Digital Access Codes & Offers

Types of Offers

  • Partner offer, free one month trial and upgrade offers.
  • One-week free trial (one where credit card is given and one where it is not)
  • €5 off first month (premium only)
  • Digital access codes are made available to you by Mediahuis. These promotional codes provide discounted and trial periods for users to have access to Independent.ie Premium & Premium+ products.
  • In the case of a trial or discounted period offers where a credit/debit card payment details are provided, the subscription will revert to a monthly charge at the standard Premium or Premium+ rate, once the trial or discounted period is over. By submitting payment details you accept the offer and consent to us using your payment details in accordance with our privacy statement. If you do not want to remain a paying user you must cancel your account by emailing customerhelp@independent.ie. By continuing to use the service after the price change takes effect, you are agreeing to the new price.
  • In the case of a Trial Periodwhere no credit card is asked for during sign up, the account will not be charged, and the user will revert to a standard registered non- subscriber account thereafter.
  • Each promotional offer is available to use once per user. A limited number of promotional codes are available, and these must be used by the date specified.
  • If the price for ether premium or premium+ bundles changes in the future, you will be made aware prior to any changes.
  • Annual Paid Monthly Bundle Offers
  • Limited Time Offers (will have offer specific T&Cs and cancellation of such offers will be per the T&Cs of each individual offer).

 

Offers

 

These Terms and Conditions apply to all Mediahuis paid for content products. Prices are stated in euro and include VAT (if applicable). We pay a great deal of attention to the correct description of the products, the price and the other modalities. If an unintentional, or even a serious error, is found in the description of our products, the price and/or the other modalities, you have the choice between waiving the order or accepting the offer at the correct conditions. Mediahuis reserves the right to change the prices, the media and the publication frequency of the media at any time. Mediahuis cannot be held liable if one of the products or services from its range is amended or discontinued.

 

Order

To order any of our products (such as, but not limited to Reach Home Delivery packages or subscriptions) you must be of age. If you are still a minor, the order must be made by your parents or your legal representative. The subscription can only be entered into in your own name and for your own account, and it is not transferable. In line with the above only you can make use of your details to access Mediahuis.ie or Mediahuis.co.uk. That access is limited to five simultaneous logins from your devices. If you fail to meet the conditions for the Offer, the subscription will not be activated, or will be discontinued, even if the execution has already started. By placing a subscription order, you declare that you have read these Terms and Conditions and accept them unconditionally.

 

Payment

Subscriptions are paid by credit or debit card. The subscription will be charged automatically on a monthly or annual basis, as selected when subscribing. Offering these payment options does not imply any liability on the part of Mediahuis that the payment system will operate flawlessly, without interruptions or errors. Mediahuis cannot be held liable for any damage, direct or indirect, caused by the execution of a payment.

 

Cancellation

Annual Paid Monthly Bundle Offers

 

  • You are entitled to cancel your subscription within 14 days of purchase, without exception.
  • Subscribers who select a 12-month contract may not cancel after this point for the duration of the contract period.
  • Monthly and annual subscribers who have not selected a 12-month contract may cancel at any time.
  • You can change or cancel your subscription by contacting Customer Care on +353 (1) 705 5333 or by emailing customerhelp@independent.ie.
  • When you cancel, we will not renew your account again. Your access will continue for the remainder of your monthly or annual billing period.
  • Please note: If you purchased your subscription through iTunes or Google Play, please refer to their terms and conditions.

 

Right of Revocation

 

A new subscriber has the right to revoke the agreement within 14 days and Mediahuis will refund all payments made up to that point in time. An existing subscriber will have their automated payment deductions terminated before the next billing period. In order to exercise the right of revocation, you must notify us at Customer Help by means of an unambiguous statement of your decision to revoke the agreement. We will refund you by the same payment method that you used to make the original transaction. This also applies to upgrade/downgrade between products.

 

Term

 

All Mediahuis subscription offers are of indefinite duration, unless such subscription offer is subject to offer specific terms such as but limited to offers that are classified as Annual Paid Monthly Bundle Offers or Limited Time Offers.

 

Delete your Account

 If you wish to delete your  Mediahuis account please make your request via our Privacy Portal  and select the “Account Deletion” option. In accordance with our Privacy Statement, proof of ID may be required for any alteration to your account, to include deletion requests. If you continue to use the site, you are deemed to continue to accept these terms and conditions.

We are entitled to terminate, at our absolute discretion, your use of Mediahuis ROI or Mediahuis UK/NI or your continued subscription in the event that we believe that you have been in breach of these terms and conditions. We reserve the right, at our absolute discretion, to suspend your access to or usage of the site if we believe that there may have been a breach by you or others of these terms and conditions.

 

Reach Retail Services (ROI & UK)

Definitions

  • “Company” shall mean Reach Retail Services, its successors and assigns or any person acting on behalf of and with the authority of Reach Retail Services.
  • “Customer” shall mean the person or entity described as such on the invoices, application for credit, quotation, or any other forms to which these terms and conditions apply and shall mean any person acting on behalf of and with the authority of such person or entity.
  • “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Customer on a principal debtor basis.
  • “Goods” shall mean Goods supplied by the Company to the Customer and are as described on the invoices, quotation, or any other forms as provided by the Company to the Customer.
  • “Price” shall mean the cost of the Goods as agreed between the Company and the Customer subject to clause 3 of this contract.

 

Acceptance

  • Any instructions received by the Company from the Customer for the supply of Goods and/or the Customer’s acceptance of Goods supplied by the Company shall constitute acceptance of the terms and conditions contained herein.
  • Upon acceptance of these terms and conditions by the Customer the terms and conditions are irrevocable and can only be amended with the written consent of the Company.
  • The company reserves the right to change these terms and conditions from time to time and the revised terms and conditions will take effect after notice is given.
  • The Customer undertakes to give the Company at least fourteen (14) days’ notice of any change in the Customer’s name, address and/or any other change in the Customer’s details.

 

Price and Payment

  • Every effort will be made to hold prices firm; however, all prices are subject to alteration without notice. It is the responsibility of the customer to check prices before placing an order
  • Time for payment for the Goods shall be of the essence and will be stated on the invoice or any other forms. If no time is stated, then payment shall be due thirty (30) days following the date of the invoice unless otherwise agreed in writing.
  • Payment will be made by credit card, EFT, direct debit or by any other method as agreed to between the Customer and the Company. VAT and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.
  • Full settlement in accordance with our terms is necessary to ensure continuity of supply.
  • The Company retains legal title to all goods supplied until payment of all monies due on the customer’s account is received in full.
  • Invoice will be provided to the customer in electronic format.

 

Delivery of Goods

  • At the Company’s sole discretion delivery of the Goods shall take place when the Customer takes possession of the Goods at the Customer’s address
  • Once prior agreement is reached the company reserves the right to apply a delivery charge for some or all deliveries. Unless otherwise stated, a €10 delivery charge applies to all orders of value less than €100 (ex VAT).
  • The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged then the Company shall be entitled to charge a reasonable fee for re-delivery.
  • All daytime deliveries should be checked and signed for by the customer at the time of delivery. Any discrepancies should be noted on the driver’s delivery docket at the time of delivery. No claims for damages, shortages or incorrect goods can be accepted after this time.
  • Any discrepancies for deliveries made to a closed outlet must be raised on the day of delivery.
  • Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this agreement.
  • The failure of the Company to deliver shall not entitle either party to treat this contract as repudiated.
  • The Company shall not be liable for any loss or damage whatever due to failure by the Company to deliver the Goods (or any of them) promptly or at all.

 

Risk & Title

  • While the Company retains ownership of the Goods until full payment is received, nonetheless, all risk for the Goods passes to the Customer upon delivery.
  • If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, the Company is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by the Company is sufficient evidence of the Company’s rights to receive the insurance proceeds without the need for any person dealing with the Company to make further enquiries.
  • It is the intention of the Company and agreed by the Customer that ownership of the Goods shall not pass until: (a) the Customer has paid all amounts owing for the particular Goods, and (b) the Customer has met all other obligations due by the Customer to the Company in respect of all contracts between the Company and the Customer.
  • Receipt by the Company of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Company’s ownership or rights in respect of the Goods shall continue.
  • It is further agreed that until such time as ownership of the Goods shall pass from the Company to the Customer, the Company may give notice in writing to the Customer to return all or part of the Goods to the Company. Upon such notice the rights of the Customer to obtain ownership or any other interest in the Goods shall cease. If the Customer fails to return the Goods to the Company, then the Company or the Company’s agent may enter upon and into land and premises owned, occupied or used by the Customer, or any premises as the invitee of the Customer, where the Goods are situated and take possession of the Goods

 

Warranty

To the extent permitted by statute, no warranty is given by the Company as to the quality or suitability of the Goods for any purpose and any implied warranty is expressly excluded. The Company shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof however arising.

 

Intellectual Property

    • Where the Company has designed Goods for the Customer, then the copyright in those designs shall remain vested in the Company, and shall only be used by the Customer at the Company’s discretion.
    • Where any designs or specifications have been supplied by the Customer for manufacture by or to the order of the Company then the Customer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party and will not cause the Company to infringe any patent, registered design or trademark in the execution of the Customers order.
    • The Customer shall indemnify the Company against any claims by third parties for patent, trademark, design, or copyright infringement, directly or indirectly arising out of the design, workmanship, material, construction, or use of the Goods or any other deficiency therein. Where the Customer has supplied drawings, sketches, files or logos to the Company, the Customer warrants that the drawings, sketches, files, or logos do not breach any patent, trademark, design or copyright.
    • The Company may grant the Customer a licence to use the Intellectual Property referred to in clause 9.1 in relation solely to the operation of the Customer’s business however, the Customer shall not use nor make copies of such Intellectual Property in connection with any work or business other than the work or business specified in writing to the Company unless express approval is given in advance by the Company. Such licence shall terminate on default of payment or any other terms of this agreement by the Customer.

 

Default & Consequences

  • If the Customer defaults in payment of any invoice when due, the Customer shall indemnify the Company from and against all costs and disbursements incurred by the Company in pursuing the debt including legal costs and the Company’s collection agency costs.
  • Without prejudice to any other remedies the Company may have, if at any time the Customer is in breach of any obligation (including those relating to payment), the company may suspend or terminate the supply of Goods to the Customer and any of its other obligations under the terms and conditions. The Company will not be liable to the Customer for any loss or damage the Customer suffers because the Company exercised its rights under this clause.
  • Without prejudice to the Company’s other remedies at law the Company shall be entitled to cancel all or any part of any order of the Customer which remains unperformed in addition to and without prejudice to any other remedies and all amounts owing to the Company shall, whether or not due for payment, become immediately payable in the event that: (a) any money payable to the Company becomes overdue, or in the Company’s opinion the Customer will be unable to meet its payments as they fall due; or (b) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or (c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

General

  • Each clause of this contract is severable and distinct from the others. If any provision of these terms and conditions is or becomes invalid, void, illegal or unenforceable, the validity, existence, legality, and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
  • These terms and conditions and any contract to which they apply shall be governed by the laws of Ireland and are subject to the jurisdiction of the courts of the Republic of Ireland.
  • The Company shall be under no liability whatever to the Customer for any indirect loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by the Company of these terms and conditions.
  • In the event of any breach of this contract by the Company the remedies of the Customer shall be limited to damages. Under no circumstances shall the liability of the Company exceed the Price of the Goods.
  • The Customer shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Customer by the Company.

 

Reach Stationery (ROI & UK)

 

Orders

  • The company will endeavour to deliver all orders received by the company by 1pm Mon-Fri on the following day. Subject to availability and excluding public and bank holidays.
  • For orders received after 1pm Mon-Thurs delivery will require an additional 24 hours. For orders received after 1pm on Friday delivery will be made the following Mon. Delivery can be arranged for Sunday with prior agreement and a delivery charge will apply.
  • The company reserves the right to apply a delivery charge for some or all deliveries.
  • All orders received for delayed delivery, i.e., delivery date more than 2 days after the order date, are binding and cannot be cancelled. Orders will be invoiced and payable on the delivery date.

 

Delivery

  • All daytime deliveries should be checked and signed for by the customer at the time of delivery. All discrepancies should be noted on the driver’s delivery docket at the time of delivery. No claims for damages, shortages or incorrect goods can be issued after this time.
  • All discrepancies for deliveries made to a closed outlet should be raised on the day of delivery.
  • The company will endeavour to meet the delivery date requested on delayed delivery orders, i.e., orders where the delivery date is more than 2 days after the order date but cannot guarantee delivery on the requested date. Failure to meet the requested delivery date does not constitute grounds to cancel the order.

 

Payments

  • Full settlement in accordance with our terms is necessary to ensure continuity of supply.
  • Reach Stationery retains legal title to all goods supplied until payment of all monies due on the customer’s account is received in full.
  • You will receive your invoice in an electronic format sent to an email address of choice.

Prices

Every effort will be made to hold prices firm, however with currency market changes all prices are subject to alteration without notice.

 

Reach Retail Services and/or Reach Stationery– Order Cancellations

When engaging with Reach Retail Services and/or Reach Stationerythe following applies:

 

 

    • While every effort will be made to meet customers’ requirements, amendments or cancellation of any order, or any part thereof, can only be accepted by written agreement with the Company. Cancellation of an order may result in a charge to the customer of any or all costs incurred by the company, including order processing, packing, delivery, and collection costs.
    • All Goods are purchased on a firm sale basis – no returns are accepted.

 

Force Majeure (Reach Retail Services and/or Reach Stationery)

When engaging with Mediahuis- Reach Retail Services and/or Reach Stationery, the Reach companies shall be under no liability for any reason; in the case of manufacturing or production stoppages due to fire, breakdowns, explosions, strikes, force majeure, or any cause outside of the company’s control, deliveries of any order may be suspended for the duration of the stoppage.

 

Access and Usage of the Content

Your access to and usage of Mediahuis ROI or Mediahuis UK/NI are strictly by way of limited licence for personal non-commercial purposes.

 

All material published on Mediahuis ROI or Mediahuis UK/NI (including, but not limited to news articles, photographs, images, illustrations, advertisements, sponsored content, audio clips and video clips) is known as the ‘Content’. You acknowledge and irrevocably agree that the copyrights, trademarks, logos, software applications, graphics and all other intellectual property rights in the Content is and shall remain vested in Mediahuis.

 

You may not copy, reproduce, republish, disassemble, decompile, reverse engineer, download, post, broadcast, transmit, distribute, lend, hire, sub-license, rent, make a derivative work from, make available to the public, adapt, alter, edit, re-position, frame, rebrand, change or otherwise use in any way any Content in whole or in part on your product or service or elsewhere or permit or assist any third party to do the same except to the extent permitted at law. Content on Mediahuis ROI or Mediahuis UK/NI may be downloaded, printed, forwarded, stored or copied for your own personal non-commercial use only.

 

You acknowledge and irrevocably agree that the names, images and logos identifying Mediahuis, its licensors or third parties and their products and services in Mediahuis digital and print content are subject to copyright, design rights and trademarks (registered and unregistered) and other intellectual property rights.

 

If you are authorised to use Mediahuis’s Content as permitted by an agreement with Mediahuis, you must provide Mediahuis with a credit in one of the following forms in a reasonably prominent location:

  • Source – Mediahuis ROI or Mediahuis UK/NI © (year)
  • Reproduced under licence from Mediahuis ROI or Mediahuis UK/NI
  • You must provide a functional hyperlink back to the location of the relevant Mediahuis ROI or Mediahuis UK/NI content on the website.

 

Data Protection, Privacy and Fair Usage

Mediahuis respects your right to privacy. Users should be aware that each time they visit our digital properties that two general levels of information about their visit can be retained. The first level comprises statistical and other analytical information collected on an aggregate and non-individual specific basis of all browsers who visit the site, and the second is information that is personal or particular to a specific visitor who knowingly chooses to provide that information. Mediahuis policy is to respect and protect the privacy of all users and will never wilfully disclose individually identifiable information to any third party without first receiving permission.

The statistical and analytical information provides us with general and not individually specific information about the number of people who visit Mediahuis ROI or Mediahuis UK/NI; the number of people who return to these sites; the pages that they visit; where they were before they came to the site and the page in Mediahuis ROI or Mediahuis UK/NI at which they exited. This information helps us monitor traffic on our website and app so that we can manage the site’s capacity and efficiency. It also helps us to understand which parts of Mediahuis ROI or Mediahuis UK/NI are most popular, and generally to assess user behaviour and characteristics in order to measure interest in and use of the various areas of the products.

This statistical, analytical information and data can be collected through the standard operation of our internet servers and logs as well as “cookies”. “Cookies” are small text files that a website can use in order to recognise visitors who revisit a site to facilitate their ongoing access to and use of the site. It enables usage behaviour to be tracked and aggregate data to be compiled that would facilitate more targeted advertising and improved content. Typically, cookies involve the assigning of a unique number to the visitor. Users should be aware that Mediahuis is unable to control the use of cookies or the resulting information by other third parties such as advertisers or parties hosting data for Mediahuis. One simple way to prevent the use of cookies it to activate the facility that is available in most web browsers that enables the user to deny or accept cookies. However, visitors should realise that certain cookies may be necessary in order to provide the visitor with certain features such as the customised delivery of certain information. See separate policy at Cookie Policy.

 

When engaging with our Customer Care Teams, personal data will be collected and retained for the maintenance and communication regarding your contact with the Customer Care Team regardless of whether you are a Registered User or paid Subscription holder with Mediahuis ROI or Mediahuis UK/NI The data that we collect from you will be used to enhance our Customer Care Services we provide such as, but not limited to:

 

  • Account maintenance
  • Measurement
  • Dispute and Purchase Resolution
  • Refunds
  • Troubleshooting
  • Service Messaging

 

Throughout Mediahuis ROI  or Mediahuis UK/NI you may opportunities to send us information relating to you via our “contact us” pages or any other area where you may send e-mails, request brochures, enter contests or competitions or respond to any promotions. By choosing to participate in these, you will be providing us with some level of personal information relating to you. This information will only be used

 

  • for the purposes for which it was provided by you
  • for verification purposes and statistical analysis

to provide you with details, both electronically, by SMS messaging or by means of posts or delivery of products, services, contests, competitions, or promotions being provided or run by the IMediahuis or any of its associated companies or any third party that we may select and which we may think would be of interest to you, unless you have otherwise specifically opted not to receive this information.”

Please note that communications regarding changes to your service are deemed Service Messages and may be sent via email or SMS messaging. Such communications do not require opt-in as they form part of your contracted services.

We will retain this information for a period of 24 months after the termination of a subscription only for the purposes of re-engaging with you on possible new offers or content that may be of interest.

 

Disclaimer of Liability

To the fullest extent allowed by law, Mediahuis does not accept any responsibility for any statement on our digital sites and will not be liable for any loss caused as or resulted from any action or inaction on your part as a result of the viewing, reading, listening, downloading, copying, forwarding, or reproducing any of the content.

Where links are provided on the site to other websites, Mediahuis bears no responsibility for such sites. These sites are not under our control and we are not responsible in any way for any of their contents. Where links are provided to websites which offer any goods and services for sale, any contractual relationship entered into by you will be with the merchant selling the goods or providing the services. Mediahuis will not be privy to any such contract and accepts no responsibility in relation to the goods or services provided, their delivery or non-delivery, their quality or merchantability.

Although Mediahuis will do its best to provide constant uninterrupted access to our digital sites, such access cannot be guaranteed, and no responsibility or liability is accepted for any delays, interruptions, or breakdowns.

 

Governing Law and Jurisdiction

  • These terms and conditions are governed by Irish law and you agree to submit to the exclusive jurisdiction of the Irish courts.
  • It is specifically agreed that by accessing, using, downloading, viewing, copying, forwarding or in any way making use of the contents of the site and/or the application, you deem that all such access takes place at the registered offices of Mediahuis Ireland Ltd., Independent House, 27/32 Talbot Street, Dublin 1.

 

Competitions, Surveys and Promotions

From time to time, Mediahuis may run competitions, prize draws and/or promotions. These will be subject to separate and additional terms and conditions which are made available to you at the appropriate time.

 

Journalistic Purpose, Editorial Surveys and Polls

As a news publishing organisation, Mediahuis processes personal data for the purpose of exercising the right to freedom of expression and information and for journalistic purposes. It is recognised that this is in the public interest.

  • We may process your personal information for journalistic purposes where you submit content to be published online and in our printed publication.
  • Where you have voluntarily contributed your experience to us, and we publish this information
  • If we publish a letter you have written to the Editor
  • If you participate in one of our surveys or polls

It is important to understand that certain rights which you have in relation to your personal information, including the right to erasure, may not apply where that data is processed for journalistic purposes.

 

Indemnity

You agree to indemnify and keep indemnified Mediahuis and its officers, directors, employees and data providers from any and all claims, losses, including lost subscription fees, liabilities, costs and expenses, including, but not limited to legal fees and expenses, arising out of a breach by you or any user of your account of these terms and conditions or arising out of breach of your obligations, representations and warranties under these terms and conditions.

 

Miscellaneous

Nothing in these Terms and Conditions is intended or shall be deemed to operate to create a partnership or joint venture of any kind nor to authorise either of us to act as agent for the other. If the whole or any part of these terms and conditions become invalid, void or unenforceable for any reason, the same shall to the extent require it be severed from these terms and conditions without effecting or modifying the remaining terms and conditions and shall not affect the validity or enforceability of same. No waiver by Mediahuis of any breach of these Terms and Conditions shall constitute a waiver of any other prior or subsequent breach and Mediahuis shall not be affected by any delay, omission or failure to enforce any of its rights.

 

Amendment and Alterations

From time to time, Mediahuis may amend or alter these terms and conditions for commercial, practical and legal reasons. Such alterations or amendments would be incorporated onto Mediahuis.ie/Mediahuis.co.uk and will deem to take effect immediately there from. Again, each time you access Mediahuis.ie/ Mediahuis.co.uk sites and services as well as Reach Retail Services and/or Reach Stationery, Schools.independent.ie,  Reach Home Delivery, and Newspread you agree to be bound by these terms and conditions.

 

Standard Terms and Conditions for the Supply of Products and Services Provided by Third-party Suppliers

Mediahuis Ireland Group Limited, Independent House, 27-32 Talbot Street, Dublin 1, D01 X2E1 Company Registration Number 2936 (the “Company”)

In these conditions:

“Contract” means any contract between the Company and the Supplier for the sale and purchase of the Goods and/or the Services comprising either (a) a Supply Agreement, a Purchase Order and these Conditions, or (b) any Purchase Order and these Conditions. And in either case as formed in accordance with condition 2;

“Conditions” means these standard terms and conditions of purchase;

“Data Protection Legislation” means the data protection and information privacy laws of Ireland and the European Union and includes to the extent applicable to these Conditions the Data Protection Acts 1988 to 2018 (as amended), Regulation (EU) 2016/679 (known as the General Data Protection Regulation or GDPR) and any amending or replacing legislation, including where applicable the guidance and codes of practice issued by the Data Protection Commission or any other national data protection authority, and the equivalent of any of the foregoing in any relevant jurisdiction;

“Goods” mean any goods specified in the Purchase Order, including any goods supplied to the Company in connection with the supply of Services to the Company;

“Price” unless otherwise agreed in writing, is the price of the goods and/or services specified in the Purchase Order and shall be exclusive of any applicable tax and inclusive of all charges for packaging, shipping, carriage, insurance and delivery of any goods to the delivery address specified in the Purchase Order and any other sales and import duties or levies;

“Purchase Order” means the order or orders made by the Company in respect of the Goods and Services;

“Services” means any services described in the Purchase Order and all work carried out by the Supplier for the Company pursuant to the Order;

“Supplier” means the person, firm or company named as the Supplier in the Supply Agreement or in the absence of a Supply Agreement named in the relevant Purchase Order (including its successors and agreed assignees);

“Supply Agreement” means the Company’s document designated as the supply agreement containing the Company’s written instructions for the purchase of the Goods and Services together with special terms agreed between the Company and the Supplier (if any) but not including any document submitted by the Supplier;

1. APPLICATION OF THESE CONDITIONS

1.1 Subject to any variation under condition 2.2, the Contract excludes all other terms and conditions including, without limit, any terms and conditions which the Supplier purports to apply under any acknowledgement or confirmation of order, quotation, specification, delivery note, invoice or any similar document whether or not such document is referred to in the Contract.

Each quotation for the Goods and/or Services shall be deemed to be an offer by the Supplier to sell the Goods and/or Services on the terms of the Contract. All quotations provided by the Supplier, including without limit, the price provisions, will remain open for 60 days from its date. If there is a Supply Agreement the Contract is only formed and binding when a Supply Agreement signed by the Company is delivered by the Company to the Supplier. In the absence of a Supply Agreement, the Contract shall be formed and binding when a Purchase Order is delivered by the Company to the Supplier and the performance of the services and/or the delivery of goods by the Supplier pursuant to the Purchase Order shall constitute acceptance of these Conditions in any event.

1.2 Each Contract shall form a separate agreement for the provision of Goods and Services between the Supplier and the Company.

1.3 Any Contract may only be cancelled or varied by the Supplier with the prior written consent of the Company and on condition that the Supplier shall indemnify the Company in full against all losses, costs, damages, charges and expenses incurred by the Company as a result of such cancellation or variation.

1.4 In any Contract where there is a Supply Agreement, if there is any conflict between any terms contained within that Supply Agreement, the Conditions and/or any Purchase Order submitted under such Supply Agreement, then such conflict shall be resolved in the following order of priority of precedence:

(a) the Supply Agreement
(b) the Conditions
(c) the Purchase Order
2. THE PROVISION OF GOODS AND SERVICES

2.1 The Supplier will supply the Goods and provide the Services (i) in the quantities and at the quality specified in the Contract; (ii) in accordance with the specification and description of the Goods and Services specified in the Contract.

2.2 The Company may at any time prior to dispatch of the Goods amend or cancel a Purchase Order by written notice to the Supplier. If such amendment results in an increase in cost of, or time required for, the performance of the Contract, a fair adjustment will be made to the price and delivery schedule. Any such claim or adjustment must be approved by the Company in writing before the Supplier proceeds with such amendments. If the Company cancels a Purchase Order, its liability to the Supplier shall be limited to payment to the Supplier of all costs reasonably incurred by the Supplier in fulfilling the Purchase Order up until the date of receipt of the notice of amendment or cancellation, except that where the amendment or cancellation results from the Supplier’s failure to comply with its obligations under the Contract the Company shall have no liability to the Supplier in respect of it.

3. DELIVERY OF GOODS

3.1 All Goods supplied under a Supply Agreement or against the Purchase Order, must be properly packed and secured in such a manner as to reach their destination in good condition and shall (unless otherwise directed by the Company) be delivered by the Supplier to the Company’s premises carriage paid, in accordance with the Company’s instructions and bearing the Company’s order number on each package (“Delivery Terms”). All deliveries pursuant to the Order shall be accompanied by an advice note quoting the number of the Purchase Order. Consignment or part deliveries may be rejected unless the Company has agreed in writing to accept such deliveries.

3.2 The Goods shall be delivered to, and the Services shall be performed at, the point of delivery on the date or within the period stated in the Contract.

3.3 The time of delivery of the Goods and of performance of the Services is of the essence of the Contract.

3.4 Delivery shall be completed when the Goods have been unloaded at the point of delivery specified in the Contract on the Delivery Terms. The Company may, but shall not be obliged to, reject any Goods delivered which are not in accordance with the Contract and shall not be deemed to have accepted any Goods until it has had a reasonable time to inspect them following delivery or, in the case of any latent defects within a reasonable time after the latent defect in the Goods has become apparent.

3.5 All Goods shall remain at the sole risk of the Supplier until accepted by the Company.

4. RISK AND TITLE

4.1 Unless otherwise agreed by the Company in writing and subject to condition 6.5, risk in the Goods purchased shall pass to the Company upon completion of delivery and title to the Goods or any part thereof shall pass upon the earlier of delivery or the time of any payment being made therefore. The Supplier shall be responsible for transport and unloading costs and insurance of Goods to their full value against all risk of damage or loss prior to completion of delivery. All tools, equipment and materials of the Supplier required in the performance of the Supplier’s obligations hereunder shall be and remain at the sole risk of the Supplier whether or not they are upon premises of the Company or other premises whatsoever pursuant to any Contract.

5. SERVICES

5.1 If the Contract is in respect of Services, whether wholly or in part, the Services will be carried out substantially in the manner and standard envisaged by the parties at the time of issuing the Supply Agreement and/or Purchase Order.

5.2 The supplier/service provider shall exercise in its performance of the Services the level of skill, care and diligence reasonably expected of such a service provider who regularly undertakes services of the type and complexity required by the company.

5.3 The supplier/service provider warrants that it has sufficient resources to perform the Services properly and within the required timescales and at the times specified in the contract.

5.4 No work shall commence on any of the Company’s premises before obtaining the Company’s consent. No work shall be covered or hidden until approved by the Company.

5.5 If the Services are not carried out by the date specified in the Contract, the Company may, without prejudice to any of its other rights, procure the Services to be carried out at the risk and expense of the Supplier.

6. QUALITY AND GUARANTEE

6.1 The Supplier/service provider warrants its expertise (and, in addition, the expertise of any person engaged by the Supplier in the performance of the Services) and confirms the accuracy of all statements and representations made in respect of the Goods and Services prior to the Contract. Nothing contained in these Conditions shall in any way detract from the Supplier’s obligations under common law or statute or any express warranty or condition contained in the Contract.

6.2 Goods shall be of satisfactory quality, new, fit for purpose and shall be supplied strictly in accordance with the quantities, drawings, specifications, standards and stipulations contained in or annexed to the Contract and, unless otherwise agreed by the Company in writing, shall conform to all relevant laws regulations and standards, specifications and Conditions. All work and services performed by the Supplier shall comply with all relevant laws as well as with the company’s general working practices (including, without limitation, all applicable safety requirements). Furthermore, the Supplier shall ensure that all such work and services shall pass such inspection as may be required by the Company, its customers or their agents. The Supplier warrants that all Goods, where appropriate, shall have no extraneous or inherent objectionable odours or tastes whether toxic or not. Any packaging items whether printed or not, liable to come into direct contact with any product or to be used in the intimate packaging of it, must be incapable of giving rise to any hazard to health when so used, and conform to all legislation.

6.3 Notwithstanding that the Company has accepted the Goods or part thereof or the Services (or part thereof) or (where the contract is for the sale of specific goods) the title in the Goods has passed to the Company, the breach by the Supplier of any express or implied condition to be fulfilled by it may be treated as a ground for rejecting the Goods and treating the contract as repudiated.

6.4 The Company shall be entitled to require the Supplier to perform the obligations contained in condition 6.5 or, at its option, reject the Goods and treat the contract as repudiated at any time prior to the expiration of three months after delivery to the Company (where the defect is apparent on a visual inspection) or in any other case three months after the Company has discovered the defect in question.

6.5 Without prejudice to the Company’s right to treat the contract as repudiated, if the Company notifies the Supplier of any defective or damaged Goods and/or Services, the Supplier shall be responsible for making good, with all possible speed, the defective or damaged Goods or faulty workmanship (fair wear and tear excepted) including full replacement where necessary together with all costs of delivery to site and installation and all other costs and expenses incurred by the Company including but not limited to costs in relation to the premises at which the Goods are situated or to other plant and machinery in order to enable or facilitate such making good by the Supplier. As soon as the Company shall have given notice in accordance with this condition 6.5 the defective Goods shall be at the Supplier’s risk and expense.

6.6 The Supplier agrees to assign to the Company upon request the benefit of any warranty, guarantee or similar right which it has against any third-party manufacturer or supplier of the Goods or any part thereof.

7. PRICE AND PAYMENT

7.1 The Price of the Goods and/or the Services shall be as stated in the Contract and, unless otherwise so stated, shall be:

(a) exclusive of any applicable value added tax (which shall be payable by the party receiving the Goods or Services subject to receipt of a VAT invoice); and

(b) inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the point of delivery and any duties, imposts or levies other than value added tax.

7.2 No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of the Company in writing.

7.3 The Company shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Supplier, whether or not expressly recorded in the Supply Agreement or Purchase Order.

7.4 Unless otherwise agreed in writing by the Company invoices shall not be rendered by the Supplier until completion of delivery of all of the Goods and performance of all of the Services which are the subject of the Order. The Company will discharge all invoices 60 days from the date of received invoice unless otherwise agreed between the parties. The Company may set off against the Price any sums owed to the Company by the Supplier. All payments shall be in Euro or Sterling as agreed with the Company, unless otherwise notified in writing by the Company to the Supplier.

7.5 The Company shall not be responsible for the payment of any charges for Goods supplied or Services performed in excess of the Goods or Services required by the Contract. No payment will be made for containers, crates or packing materials of any description. No payment of or on account of the Price shall constitute any admission by the Company as to the proper performance by the Supplier of its obligations.

7.6 All Suppliers who are registered for value added tax are required to issue a proper tax invoice in accordance with the relevant legislation before the Company shall be required to make payment for Goods or Services supplied in accordance with the Order. The Supplier shall send on the day of despatch for each consignment such advice(s) of despatch and invoice(s) as may be indicated on the Purchase Order; send a monthly statement of account quoting the invoice numbers applicable to each item thereon; and mark clearly the Company’s order number on each consignment package, packing notes, advice notes, invoices, monthly statements and all other correspondence relating thereto.

7.7 Inattention to the following details may mean delay in payment but no prompt payment discount shall be forfeited by the Company due to the failure of the Supplier:

(a) to send on the day of despatch for each consignment such advice(s) of despatch and invoice(s) as may be indicated on the Order; or

(b) to send a monthly statement of account quoting the invoice numbers applicable to each item thereon; or

(c) to mark clearly the Company’s order number on each consignment package, packing notes, advice notes, invoices, monthly statements and all other correspondence relating thereto.

8. INDEMNITY

8.1 The Supplier shall indemnify the Company against:

(a) all losses, costs, damages, expenses and claims caused to and made against the Company which would not have been caused or made had the Supplier fulfilled its express or implied obligations under each Contract;

(b) any claims for infringement of any patents, design right, copyright, registered design, or trade mark by reason of the use or sale of the Goods (and/or Services) supplied (save where the Goods shall have been manufactured in accordance with specifications or designs supplied solely by the Company) and against all losses, costs, damages, expenses and claims which the Company may incur or have to bear or for which the Company may become liable as a result of such claims for infringement;

(c) all claims in respect of royalties’ payable by the Supplier in respect of the Goods and/or Services;

(d) all claims arising out of errors and omissions in drawings, calculations, labelling, packing details or other particulars supplied by the Supplier; and

(e) all claims made against the Company arising out of the acts and omissions of the Supplier, its employees, agents or its sub-contractors.

8.2 Where the Contract includes any work (and this includes the acts of delivery, loading and/or unloading) to be done on the Company’s premises, the Supplier shall:

(a) indemnify the Company in respect of injury, fatal or otherwise, loss, expense or damage, regardless of howsoever or by whom caused including all claims or proceedings of whatsoever nature and costs, arising out of or in the course of the execution of the Contract unless proved to be due to the act, neglect or default of the Company’s authorised servant or agent;

(b) maintaining to the Company’s satisfaction adequate cover by insurance for employer’s liability and third-party liability risks (including third party motor risks) and subject to the Company’s right to inspect and approve such policies of insurance.

8.3 The Supplier shall maintain to the Company’s satisfaction adequate cover by insurance against such product liability and other risks necessary to cover the liability of the Supplier to the Company and subject to the Company’s right to inspect and approve such policies of insurance.

“Other Risks” as referred to above in this condition 8.3 shall include all transit risks for the full reinstatement value of the Goods supplied to the Company and such policy shall include the interest of the Company in the Goods supplied.

8.4 To the extent that any damage or loss arising from or connected with the design or formulation of the Goods or provision of Services supplied to the Company cannot be covered by the Product Liability policy required under the foregoing condition, the Supplier shall have in effect adequate Professional Indemnity insurance in respect of any damage or loss.

9. INTELLECTUAL PROPERTY

9.1 All designs, inventions, patents, know-how, new technology, improvements and all similar matters made, designed or developed by the Supplier specifically for the Company in connection with the contract shall be the sole property of the Company and the Supplier shall procure at no charge to the Company the execution of any and all papers necessary to perfect ownership by the Company. All material, drawings, patterns, gauges, samples, specifications and other technical data prepared by the Company in connection with the contract shall be and shall at all times remain the property of the Company which shall be entitled to reproduce and use all such data at any time for any purpose whatsoever. For the avoidance of doubt the Supplier shall not use any such data except in connection with the contract.

9.2 Without prejudice to any other provisions of these Conditions, the Supplier warrants that none of the Goods sold hereunder nor any part or component of them infringes any valid patent, trademark, registered design, copyright, label, brand or trade secret owned or controlled by any other company, corporation, firm or person, and the Supplier shall indemnify the company against all costs, claims, demands, expenses and other losses whatsoever arising from any breach of this warranty. If any claim is made or action brought against the company arising out of the matters referred to in this condition the Company shall promptly notify the Supplier thereof and the Supplier at its own expense shall render all possible assistance to the Company. This condition shall not apply where the Goods components or parts which infringe or violate or are alleged to infringe or violate any patent trade mark, registered design, label, brand or trade secret have been produced by the Supplier in accordance with design or drawings prepared by the Company.

9.3 All working drawings, designs, original artwork and samples supplied by the Company or which are prepared or obtained by the Supplier for and at the sole cost of the Company, shall at all times remain the property of the Company. The Supplier shall maintain all such items in good order and condition and insure them against all risks whilst in its custody and on completion of the contract or as otherwise diverted by the Company shall return them to the Company in good order and condition. Without the Company’s prior written consent, the Supplier shall not use such items nor authorise nor knowingly permit them to be used by anyone else for or in connection with any purpose other than the supply of the Goods or Services to the Company.

10. DATA PROTECTION

10.1 Any capitalised terms used in this condition 10 that are not defined in these Conditions will have the meaning given to them in Data Protection Legislation.

10.2 The Company and Supplier acknowledge and agree that they shall comply with their obligations under Data Protection Legislation.

10.3 The sole purpose of this condition 10 is to deal with the effects of Data Protection Legislation and to ensure compliance with Data Protection Legislation where the Personal Data of Data Subjects is shared by the parties. It does not purport to amend any other contractual terms (including a data processing agreement and/or addendum) as may exist between the parties provided that if, and to the extent that, any other contractual terms that have been agreed, or may in future be agreed, between the parties conflict with this condition 10, the terms of any such contractual agreement shall prevail.

10.4 Where the Supplier acts as a Data Processor in respect of any of the Personal Data provided by the Company, the Supplier shall Process such Personal Data in accordance with condition 10.7 of these Conditions.

10.5 The parties acknowledge that the Company may, if necessary, process Personal Data for certain internal processes, such as safeguarding compliance with regulatory and legal obligations to which the Company is subject, quality reviews and for the Company’s internal financial accounting, information technology and other administrative support functions where permitted and provided for. These purposes for which the Company is acting as a Data Controller in its own right are not subject to this condition 10 save as to the general obligation to comply with applicable Data Protection Legislation.

10.6 The subject matter, nature and purpose of the Processing of Personal Data by the Supplier relates to the provision of the Services. Where relevant the types and categories of Personal Data Processed by the Supplier will be outlined in a Data Protection Agreement.

10.7 The Supplier shall in relation to any Personal Data Processed in connection with its obligations under these Conditions:

Mediahuis Ireland Group Limited

(a) Process that Personal Data only on the written instructions of the Company unless the Supplier is required by any applicable law to Process such data and notifies the Company to this effect;

(b) notify the Company if the Company’s instruction would not comply with Data Protection Legislation;

(c) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing, or against accidental loss or destruction of, or damage to the personal data, appropriate to the harm that might result from such occurrence and the nature of the data to be protected;

(d) ensure that all personnel who have access to and/or Process Personal Data (i) are obliged to keep it confidential; and (ii) have undertaken training on Data Protection Legislation relating to handling Personal Data and how it applies to their particular duties;

(e) not transfer any personal data outside of the European Economic Area;

(f) promptly assist the Company in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, impact assessments and consultations with supervisory authorities or regulators (the Data Protection Commission is the Irish supervisory authority) and including with any requests from Data Subjects and information or assessment notices served on the Supplier by any supervisory authority;

(g) comply with the Company’s request or instruction requiring the Supplier to amend, transfer, delete or otherwise Process the Personal Data, or to stop, mitigate or remedy any unauthorised Processing;

(h) not appoint or engage another processor (a sub-processor) without the prior written consent of the Company;

(i) notify the Company without delay (i) if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable; and (ii) if the Data Processor becomes aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data (a “Personal Data Breach”) relating to these Conditions; and

(j) at the request of the Company, delete or return all personal data on termination of the Conditions unless required by applicable law to store the Personal Data; and maintain complete and accurate records and information necessary to demonstrate compliance with the obligations laid down in this condition 10 and allow for and contribute to audits, including inspections, reasonably conducted by the Company.

11. CONFIDENTIALITY

11.1 The Supplier shall keep secret all confidential information relating to the Company’s business which may become known to the Supplier through its performance of the Contract or otherwise save only that such information may be disclosed to the extent necessary for the proper performance of the Contract. The Supplier shall not without the Company’s prior written consent use the Company’s name or any of its trademarks in connection with the Contract or disclose the existence of the Contract in any publicity material.

12. TERM AND TERMINATION

12.1 If there is a Supply Agreement, the Contract shall (unless brought to an end under this Condition) start on the commencement date and end on the expiry date therein. In any Contract where there is no Supply Agreement, the term of Contract shall commence on the date that the Contract becomes legally binding pursuant to condition 2 and shall continue until each party has performed all of its obligations set out in the relevant Contract.

12.2 Without prejudice to its other rights, The Company may terminate the Contract by giving the Supplier at least 30 Days written notice.

12.3 The Company may terminate the Contract without liability to the Supplier by giving notice to the Supplier at any time if:

(a) the Supplier commits a material breach of the Contract and, where the breach is capable of being remedied, fails to remedy the breach within 30 days after being notified in writing to do so;

(b) the Supplier makes any composition or voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) enters into examinership or liquidation (otherwise than for the purpose of amalgamation or reconstruction); or

(c) an encumbrancer takes possession, or a receiver is appointed, over any of the property or assets of the Supplier; or

(d) the Supplier ceases, or threatens to cease, to carry on business; or

(e) the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly.

13. DISPUTE RESOLUTION

13.1 If any dispute or difference whatsoever shall arise between the parties in connection with or arising out of the Contract, the parties shall first seek to resolve the matter between themselves within a period of 15 days. If no resolution is arrived at, the managing director or equivalent person of both parties shall be appointed to attempt to seek a resolution to the dispute and shall attempt to come to a resolution within a further 15 days. If no resolution is agreed at this point, the parties are at liberty to resort to litigation and all information exchanged during this meeting or any subsequent dispute resolution process, shall be regarded as “without prejudice” communications for the purpose of settlement negotiations and shall be treated as confidential by the parties and their representatives, unless otherwise required by law. However, evidence that is independently admissible or discoverable shall not be rendered inadmissible or non-discoverable by virtue of its use during the dispute resolution process.

14. GENERAL

14.1 The Supplier shall not without the written consent of the Company sub-contract or assign all or any part of the Contract. Any authority given by the Company for the Supplier to sub-contract the Contract or any part thereof shall not impose any duty on Company to enquire as to the competency of any authorised sub-contractor but the Supplier shall ensure that any authorised sub-contractor is competent and that the work is properly done.

14.2 If any provision of these Conditions is or shall become void in whole or in part the other provisions of these Conditions shall remain fully valid and enforceable and the void provisions shall, where appropriate, be replaced in accordance with the meaning and purpose of these Conditions.

14.3 Any amendments to the Contract shall be made by agreement evidenced in writing. The Supplier shall advise the Company immediately if such amendments either prevent the specified delivery date(s) being met or have any other significant implication regarding the Supplier’s obligations to the Company.

14.4 The terms of the Contract must be strictly complied with notwithstanding that the Company may on an earlier occasion or occasions have waived its rights under these Conditions. The Supplier cannot claim that the Company is unable to exercise any right included herein (in particular the ability to bring a claim), merely because the Company has not exercised that right as yet.

14.5 The Supplier will ensure that its authorised servants or agents visiting any of the Company’s premises will observe the Company’s standards of Safety and Hygiene and obtain permission to make such a visit.

14.6 The Supplier shall carry out the Services as an independent contractor and not as an employee, agent or partner of the Company. Furthermore, all persons engaged by the Supplier in the performance of the Services shall be engaged as employees of the Supplier and the Supplier shall bear exclusive responsibility for all national insurance contributions, income tax liability or similar deductions to be made in respect of such employees.

14.7 The Supplier will provide and supply (at its expense) all necessary tools and equipment required to perform the Contract and shall ensure that all such tools and equipment are suitable and safe for the purpose for which they are intended to be used.

14.8 In the event of any strike, lock-out, fire, explosion or accident or of any stoppage of the Company’s business or work for reasons beyond its reasonable control which may prevent or hinder the use of the Goods or performances of the Services, delivery of the Goods or performance of the Services (or both), and payment therefore may be suspended or postponed at the Company’s option without liability until such time as the circumstances preventing or hindering the use of the Goods and/or performance of the Services have ceased.

14.9 This contract is intended and agreed to be for the benefit solely of the parties hereto and their lawful successors and permitted assigns and is not intended to create any right enforceable by any other person.

14.10 These Conditions and any dispute or claim arising out of or in connection with them or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Ireland and shall be subject to the jurisdiction of the Irish courts subject to the right of the Company to seek injunctive relief outside Ireland as appropriate.