Terms and Conditions

1.1 Agreement means this agreement and constitutes the entire understanding between the Company and the Customer with respect to the subject matter of this Agreement and supersedes all prior Agreements, negotiations and discussions between the parties relating to it unless agreed otherwise in writing between the parties.

1.2 Business Day means any day which is not a Saturday, Sunday or public holiday in Ireland. Company means The Corporate Governance Institute. Customer means the person, firm or corporate body together with any company which is related to the Customer within the meaning of Section 599 of the Companies Act 2014 that the Company provides the Services to.

1.3 Normal Business hours means 09.00 to 17.00 local Irish time, each Business Day. These are the hours that support will be provided in.

1.4 Products means online training products available for download or use through the Services

1.5 Services mean both offline training classes and online video training.

1.6 User means an individual customer or individual person employed by a corporate body who accesses the Services.

1.7 User Licence means a single licence to access the online training videos for use by no more than one User. For the avoidance of doubt User Licences must not be shared under any circumstances. They may be transferred only when approved and actioned by the Company.

1.8 You means the User and/or the Customer. Your means the User’s and/or Customer’s. Website means tcgi.wpengine.com Website provider means the Corporate Governance Institute

2.1 Please read carefully these terms and conditions (“Terms and Conditions”) before using the Website. By accessing, using or downloading material from the Website, you agree to be bound by these Terms and Conditions. You confirm that you are of sufficient age to lawfully use the Website, enter into a contract and to create binding legal obligations for any liability you may incur as a result of your use of the Website. The Customer hereby agrees to make payment in respect of the use of the Services and all Products its User/s purchase through the Services. If you do not agree to these Terms and Conditions, please do not use this Website.

2.2 Please note that the Terms and Conditions may vary from time to time without notice to you and that your continued use of the Website and/or the Services following such change constitutes your acceptance of the new Terms and Conditions. You should check these Terms and Conditions for any changes each time you access the Website and we recommend that you print off a copy of these Terms and Conditions as and when payments for the Services are made.

2.3 The Website contains information, including, without limitation, all text, graphics, photographs, graphs, sounds, data, images, audio, video, page headers, software (including HTML and other scripts), buttons, and other icons, and the arrangement and compilation of this information (collectively, the “Information”) that is either owned or licensed by the Website provider.

2.4 Use of the Services require compatible devices, internet access and certain software (fees may apply); may require periodic updates; and may be affected by the performance of these factors. High speed internet access is strongly recommended for regular use and is required for video. The latest version of required software is recommended to access the Services and may be required for certain transactions or features and to download Products previously purchased from the Services. You agree that meeting these requirements, which may change from time to time, is your responsibility. The Services are not part of any other product or offering, and no purchase or obtaining of any other product shall be construed to represent or guarantee you access to the Services.

2.5 You agree to provide accurate and complete information when you register with, and as you use, the Services (“Registration Data”) in order to allow the Company to provide the Services and retain records relating to same and to this end, you agree to update your Registration Data to keep it accurate and complete. You agree that the Company may store and use the Registration Data you provide for use in maintaining and billing payment to your account.

2.6 Portions of the Website may be made available only to persons who have registered and who have been issued a username and/or password or other positive identifiers by the Website provider. Only registered Users are authorised to access the restricted portions of the Website. Your use of the Website and access to the information contained therein is expressly conditioned upon your agreement that all such access and use shall be governed by all the terms and conditions set forth in these Terms and Conditionsp>

3.1 A hyperlink to these terms and conditions is prominently displayed at the bottom of the Website homepage. A further link is provided immediately prior to payment.

4.1 To use some of the Services or features on the Website, you will need to register and provide various personal details. As part of the registration process you will create a username and password. Your username will be your e-mail address. The Customer will ensure Users are either the Customer himself/herself, their employees or agents and that each user has a unique login. You must ensure that you keep your user name and password in a safe and secure place and that you do not disclose them to anyone as you will be fully responsible for all activities which occur under your user name and password. Furthermore the Customer acknowledges that sharing User Licences will be deemed as a material breach of this Agreement which is not capable of remedy.

4.2 It is your responsibility to immediately notify us of any unauthorised use of your user name and password or any other breach of security as soon as you become aware of it. You must also inform the Company immediately upon an existing user leaving the Customer’s business, and a new employee wanting to use the account. The account should not be shared or handed over to the new employee until the Company re-allocates and transfers the account to the new employee and creates them as a User.

4.3 When you use the Services or send emails to us, you are communicating with us electronically. We will communicate with you by e-mail or by posting notices on the Website. For contractual purposes, you consent to receive communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing, unless mandatory applicable laws specifically require a different form of communication.

5.1 The payment options are prominently displayed on the Website. All amounts stated or referred to in this Agreement shall be payable in Euro unless otherwise invoiced. On making a payment through the Website, you will be required to submit your credit card information to us in order to pay. We also accept payment by invoice and credit transfer. Customers wishing to pay by invoice or credit transfer can fill out a form which is available on the Website or they can telephone or email the Company. If Customers are paying via credit transfer, the payment must be received within 10 days or the Services will be discontinued.

5.1.1 All payment instalments must be made before the course final assessment can be taken. If a payment instalment is not made within 7 days of the due date, the Customer will lose access to the Service until the payment is made. Payments are non-refundable once the course has commenced

5.2 When a booking is confirmed we will issue the booking confirmation. The reference numbers included on the booking confirmation should be quoted in all enquiries, cancellation or modification of the booking when you need to contact the Corporate Governance Institute.

5.3 Prices for Products offered via the Services may change at any time, and the Services do not provide price protection or refunds in the event of a price reduction or promotional offering.

5.4 You are entitled to a cooling-off period of 14 days which begins on the day that the contract is concluded between Website provider and you, the Customer. In the case of digital content, the cooling-off period expires when the downloading or streaming starts. During the cooling-off period, you can cancel the contract without incurring charges or penalties.

5.5 You must inform the provider of the Website of the decision to cancel in writing by email. There is no requirement to give a reason for cancelling. Upon cancellation, the provider will repay all payments you made within 14 days.

6.1 The Company will provide telephone and email support during Normal Business Hours on Business Days

6.2. The Company will use commercially reasonable endeavours to ensure the Services are available 24 hours a day, seven days a week, except for:(a) Planned maintenance carried out(b) Un-scheduled maintenance performed outside Normal Business Hours, provided that the Company has used reasonable endeavours to give the Customer at least 2 Normal Business Hours’ notice in advance.

6.3 As part of the Services the Company provides online video training and will endeavour, where it is practicable to do so, to provide on an annual basis new content in relation to online video training.

6.4 Certain Products and Services available via the Service may include materials from third parties. The Company may provide links to third-party websites as a convenience to you. You agree that the Company is not responsible for examining or evaluating the content or accuracy and the Company does not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party and that the Company is not in any way responsible for any such use by you.

7.1 In relation to offline training classes, bookings can only be cancelled in writing by email.

7.2 In relation to offline training classes, cancellations within 10 working days of the training start date will be charged the full course fee. Cancellations within 11 – 20 working days of the training start date will be charged 50% of the course fee. Cancellations within 21 – 28 working days of the training start date will be charged 25% of the course fee. Cancellations more than 28 working days in advance of the course will incur no charge. Following commencement of the offline training workshop, there will be no refund.

7.3 In relation to online video training, following commencement of the Service, there is no cancellation policy. One-time payment plan – following commencement of the Service, you will receive access to the Service for 12 months. There is no cancellation policy.

8.1 The Website provider grants you a worldwide, non-exclusive and non-transferable right to use the Website. You may view, and print word documents and portable document formats (PDF’s) incorporated into the Website solely for your personal, non-commercial use. Downloading video material is strictly forbidden and will result in termination of the Customer’s subscription. The information may not be transferred, shared with or disseminated with anyone for any purpose that is inconsistent with the purpose of the Website, to facilitate unfair competition with the Website, or for any purpose that is inappropriate or unlawful under Irish law and international law.

8.2 You may not resell, redistribute, broadcast or transfer information or use the information in a searchable, machine readable database or file except through the authorised access to the Website. Unless separately and specifically authorised in writing by the provider of Website, you may not rent, lease, sublicence, distribute, transfer, copy, reproduce, publicly display, publish, adapt, modify, create derivative works, store or time-share the Website, any part thereof, or any of the Information received or accessed therefrom to or through any other person or entity.

8.3 You agree to use the Website and information for lawful purposes only. You agree not to post or transmit any information through the Website or associated websites which (a) infringes the rights of others or violates their privacy or publicity rights, (ii) is unlawful, threatening, abusive, defamatory, libellous, vulgar, obscene, profane, indecent or otherwise objectionable, (c) is protected by copyright, trademark or other proprietary right without express written permission of the owner of such right, (d) contains unauthorised or malicious software such as viruses. You shall be solely liable for any damages resulting from your infringement of any copyright, trademark or other proprietary right, or any other harm caused by your use of the Website or information.

9.2 The Website provider owns or is licensed to use all intellectual property rights (including but without limitation all copyrights, patents, trademarks and trade secrets) in connection with and in all versions of the Website and the Services, the software the provider uses to operate the Website and the Services and any data (including data obtained from you) generated by users of the Website and the Services. The Website is made available for personal use and you are not permitted to change, transfer, copy, store, publish, rent, licence, sell, distribute or create derivative works in any way any of these intellectual property rights.

9.3 If you post content or submit material on the Website, and unless otherwise indicated, you grant us a non-exclusive, royalty-free and fully sub-licensable and transferable rights to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display the content throughout the world in any media.

10.1 You agree to indemnify and hold the Website provider, its subsidiaries, officers, agents and other partners and employees, harmless from any loss, liability, claim or demand, including reasonable legal fees (including any legal fees incurred in connection therewith), made by any third party due to or arising out of your use of the Website or in contravention of these Terms and Conditions by you.

The Service is subject to the Company’s Privacy Policy at theCorporateGovernanceInstitute.com .com

11.1 Each party agrees and undertakes that during the term of this Agreement and thereafter it shall keep confidential and shall not use for its own purposes, nor without the prior written consent of the other party disclose to any third party, all information of a confidential nature (including, without limitation, information relating to a party’s products, operations, processes, plans or intentions, product information, know-how, design rights, trade secrets and information of commercial value) which may become known to that party from the other party (Confidential Information), unless the information is public knowledge or already known to that party at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of that party from a third party.

11.2 To the extent necessary to implement the provisions of this Agreement, each party may disclose Confidential Information to those of its employees as may be reasonably necessary or desirable, provided that before any such disclosure each party shall make those employees aware of its obligations of confidentiality under this Agreement and shall at all times procure compliance by those employees with them.

12.1 The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of: (a) any breach of contract; (b) any use made by the Customer of the Services; and (c) any representation, statement or tortuous act or omission (including negligence) arising under or in connection with this Agreement.

12.2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.

12.3. Nothing in these conditions excludes the liability of the Company: (a) for death or personal injury caused by the Supplier’s negligence; or (b) for fraud or fraudulent misrepresentation.

12.4. The Company does not guarantee, represent or warrant that your use of the Services will be uninterrupted or error-free and you agree that from time to time the Company may remove the Services for indefinite periods of time, or cancel the Services at any time, without notice to you.

12.5 The Company shall use reasonable efforts to protect information submitted by you in connection with the Services, but you agree that your submission of such information is at your sole risk and the Company hereby disclaims any and all liability to you for any loss or liability relating to such information in any way.

12.6 The Company shall not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss or for any special, indirect or consequential loss costs, damages, charges or expenses however arising.

12.7 The Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement is limited to the payment made in respect of the Services.

13.1 The failure or delay by the Website provider to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at time or times thereafter.

13.2 The headings used in these Terms and Conditions are for convenience only and shall not affect the meaning or scope of these Terms and Conditions or otherwise be given other legal effect.

13.3 These Terms and Conditions shall be governed by and construed in accordance with the laws of Ireland. You hereby agree that the courts of Ireland shall have exclusive jurisdiction to hear and determine any suit, action or proceedings that may arise out of or in connection with these Terms and Conditions and/or services and for such purposes irrevocably submits to the jurisdiction of such courts.

13.4 You agree that the Website provider shall carry no responsibility for non-fulfilment or delayed fulfilment of the Services owing to force majeure, war, acts of terrorism, riots, civil unrest, intervention by government or public authorizes, fire, strike or lock-out, export and/or import bans, shortage of labour, fuel or power or any other cause beyond the control of us which may delay or impede the Services.

13.5 You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Website provider as a result of these Terms and Conditions or your use of this Website.

13.6 If any part of these Terms and Conditions is determined to be invalid or unenforceable, then the invalid or unenforceable provision shall be deemed to be superseded by any such valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms and Conditions shall continue in effect.

13.7 You hereby consent to the use of your Registration Data for the purposes of the Data Protection Act of Ireland 1988 (and the Data Protection (Amendment) Act 2003

13.8 Any notice or other communication to use in connection with the services shall be in writing and shall be sent to the Company.

13.9 The Privacy Policy as accessed through the Website shall form part of these Terms and Conditions.

14.1. The discounted membership fee is valid for the current subscription year only, the standard subscription fee applies upon renewal. You may cancel via your membership hub prior to the renewal fee being processed.

14.2 Premium Membership Opt-In with Course Enrolment

By enrolling in our diploma level programmes with a membership add-on, whether included free of charge or as a bundle with your diploma level programme, you agree to be automatically enrolled in the Corporate Governance Institute’s Premium Membership.

First-Year Free: Your Premium Membership will be provided free of charge for the first year from the date of course enrollment.

Automatic Renewal & Billing: After the first year, your Premium Membership will automatically renew annually and you will be billed the prevailing annual subscription fee unless you cancel your membership before the renewal date.

Cancellation: You may cancel your Premium Membership at any time via your account settings or by contacting our support team. Cancellations must be made prior to the renewal date to avoid charges for the next billing cycle.

Notice: We will provide email notice at least 14 days prior to your renewal date, reminding you of the upcoming charge and offering instructions for cancellation if desired.

No Refunds Post-Renewal: Once a renewal payment has been processed, no refunds will be issued for that subscription period.

By proceeding with enrolment, you acknowledge that you have read, understood, and agreed to these terms.

In accordance with our commitment to providing clarity and fairness in our online education policies, we would like to outline the following key points:

16.1 Product Pricing Our product prices are explicitly mentioned at the time of your purchase. We take pride in offering competitive pricing while maintaining complete transparency in our pricing structure. When you make a purchase, it signifies your agreement to pay the specified amount for the chosen product.

16.2 Payment Payment is required at the time of purchase and can be conveniently made through our secure payment gateway. We accept a variety of payment methods to cater to your preferences. Your order will be processed promptly upon successful payment confirmation.

16.3 Promotional Offers Periodically, we introduce promotional offers and discounts on our products. Please be aware that any such promotional offers or discounts initiated after your payment has been processed will not lead to refunds or adjustments to your initial purchase price. We encourage you to seize the opportunity to benefit from our promotions when they are available.

16.4 14-Day Money-Back Guarantee At the Corporate Governance Institute, we stand by the quality of our courses and are committed to providing exceptional value to our delegates. To demonstrate our confidence in the quality of our products, we offer a 14-day money-back guarantee. If you are not satisfied with your course for any reason, you may request a full refund within 14 calendar days of the date of purchase, subject to the following conditions:

The refund request must be submitted in writing to [email protected] The delegate must not have undertaken the associated examination or received certification during this 14-day period. Refunds will not be issued once the examination has been accessed or completed, or if certification has been granted, regardless of the date of purchase. Upon approval, refunds will be processed using the original method of payment within a reasonable timeframe. This guarantee is provided in addition to your statutory rights and does not affect them. 16.5 Contact Information Should you have any questions or concerns related to your purchase, please do not hesitate to reach out to our dedicated Customer Support team. We are committed to assisting you and ensuring your satisfaction.

By making a purchase with us, you acknowledge and agree to these terms and conditions. We deeply appreciate your patronage and eagerly anticipate the opportunity to provide you with top-notch products and exceptional customer service.

Agreement means the MSA terms of service together with any Order Forms agreed between the parties and any ancillary agreements or documents referred to herein.

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

Confidential Information means all documentation, technical information, software, business information, feedback, trade secrets or know-how or other materials of a confidential nature that are disclosed in confidence by either party to the other during the term of this Agreement. Corporate Governance Institute’s Services and all content accessible to Client under this Agreement shall be considered Corporate Governance Institute’s Confidential Information.

DPA means the Data Processing Agreement agreed between the parties and attached hereto.

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

Effective Date means the date as set out on the MSA.

Fees means the fees for the Services as set out in the Order Form(s).

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

Intellectual Property Rights means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, source code and all intellectual property rights concerning a technology application, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action).

MSA means the master services agreement cover sheet signed by Corporate Governance Institute and “Client” to which these terms of service are appended to.

Order Form means the form(s) signed by Client confirming the order for the Services subject to these Terms of Service.

Renewal Term means the periods described in clause 10.1.

Services means access to the Corporate Governance Institute micro learning library and any other services as more particularly described in the Order Form. The Services may be provided through the Corporate Governance Institute Platform or made available in the Client’s own learning management system.

Early Implementation Period means between the date an Order Form is executed by Client and the Commencement Date (the “Early Implementation Period”), Corporate Governance Institute may, at its discretion, commence implementation services in preparation for Client’s use of the Services. For the avoidance of doubt, Client’s right of access to and use of the Services shall not commence until the Commencement Date. The terms and conditions of this Agreement, including all limitations of liability, confidentiality, and payment provisions, shall apply to any implementation services provided during the Early Implementation Period.

Platform means the online software platform and applications from which Corporate Governance Institute makes the Services available.

Term means the Initial Term together with any subsequent Renewal Terms.

Users means those employees, contractors and agents who are authorised by Client to use the Services under a User Licence.

User Licence means the right of access to and use of the Services for one User.

Subject to the terms and conditions of this Agreement, Corporate Governance Institute hereby grants to Client a non-exclusive, non-transferable right, without the right to grant sublicences, of access to and use of (and to permit the Users to access and use) the Services during the Term.

This right of access is limited to the number of User Licences granted in the Order Form. Client shall not permit any other person to use the Services under Client name, and shall not permit sharing or multiple users of a User Licence. For billing purposes, the Licence count is determined by the number of Users that connect to the Service. In the event the number of users accessing the Service exceeds the number of User Licences granted, Corporate Governance Institute shall invoice Client for any additional Users in accordance with its then current pricing plan.

Where Client is getting access to the Services via the Platform, each User must register an account using unique access credentials, which may not be shared or used by more than one User.

Affiliates of Client may procure Services from Corporate Governance Institute under the terms and conditions of this Agreement, provided that each such Affiliate enters into an Order Form for such Services, referencing this Agreement. Any Affiliate that enters into such Order Form with Corporate Governance Institute will be deemed to be “Client” hereunder, provided that such Order Form, together with these Terms of Service, will constitute a separate contract with each such Affiliate.

Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Corporate Governance Institute. Client shall be responsible for the acts and omissions of its Users who access the Services, as though they were the acts and omissions of Client.

Client shall not, except to the extent expressly permitted under this Agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means; (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Services; (iii) access all or any part of the Services in order to build a product or service which competes with the Services; or (iv) work around any technical limitations in the Services.

Client shall comply with all applicable laws and regulations with respect to its activities under this Agreement.

Corporate Governance Institute shall invoice Client and Client shall pay the Fees in accordance with the provisions of the Order Form and this clause.

The Fees are indexed and will increase with the EU Consumer Price Index + 5% on a calendar year basis during the Term. Corporate Governance Institute shall notify Client in writing in advance of each such increase. Fees for Renewal Terms (if any) shall be at Corporate Governance Institute’s then-current rates, regardless of any discounted pricing in a prior Order Form, unless otherwise agreed by the parties.

All amounts stated or referred to in this Agreement are non-cancellable and non-refundable and are exclusive of all sales, use, value-added, withholding and other taxes and duties which shall be added to Corporate Governance Institute's invoice(s) at the appropriate rate. Client will pay all taxes and duties (including withholding tax) (but excluding, for the avoidance of doubt, any taxes referable to Corporate Governance Institute’s income or employees) assessed in connection with this Agreement. Client shall pay all Fees in full without set off or counterclaim.

If Corporate Governance Institute has not received payment of undisputed Fees within thirty (30) days of the due date, and without prejudice to any other rights and remedies of Corporate Governance Institute, Corporate Governance Institute may (subject to providing a further written notice, without liability to Client) disable User’s accounts and suspend access to all or part of the Services and Corporate Governance Institute shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid. In addition, interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4 percentage points above the European Central Bank’s reference rate or if such rate shall exceed any applicable permissible legal interest rate, then at the highest legally permissible rate, commencing on the due date and continuing until fully paid, whether before or after judgment.

Client may contact Corporate Governance Institute for support in relation to the Services during Corporate Governance Institute business hours by contacting [email protected].

From time to time it may be necessary for Corporate Governance Institute to complete maintenance on the Corporate Governance Institute systems and Platform. If the maintenance is likely to result in unavailability of the Services then Corporate Governance Institute will endeavour to advise Client in advance. Unscheduled maintenance in respect of a significant event may be required to be performed at any time without notice.

Corporate Governance Institute commits to an uptime availability of its Platform of at least 99%.

The Services are provided “as is” and all warranties express or implied, representations, conditions and all other terms of any kind whatsoever implied by statute or common law, including those of merchantability and fitness for a particular purpose, all are, to the fullest extent permitted by applicable law, are hereby disclaimed and excluded by Corporate Governance Institute from this Agreement.

Corporate Governance Institute does not warrant that Client’s use of the Services will be uninterrupted or error-free. The Service may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications.

Corporate Governance Institute reserves the right to introduce new or enhanced features and functionalities to the Services which do not negatively impact the Services.

In providing its Services under this Agreement, Corporate Governance Institute will be required to process personal data on Client’s behalf. In such circumstances, the parties shall comply with the DPA.

Client acknowledges and agrees that Corporate Governance Institute may collect and use anonymised data from the Platform relating to outcomes, usage data and other information. This data shall be irreversibly anonymised, shall therefore no longer be considered personal data under Data Protection Laws, and shall form part of Platform.

Client acknowledges and agrees that Corporate Governance Institute and/or its licensors own all Intellectual Property Rights in the Services and Platform (including any modifications or enhancements thereto). Except as expressly stated herein, this Agreement does not grant Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services and Platform.

Client shall defend indemnify and hold harmless Corporate Governance Institute, its Affiliates and each of its officers, employees agents and subcontractors from and against all claims, demands, damages, awards of damages, losses, costs, expenses and liabilities (including any regulatory fines and reasonable legal fees) that result or arise in connection with Client or its User’s: (i) unauthorised use of the Services; (ii) infringement or violation of Corporate Governance Institute’s Intellectual Property Rights; or (iii) material breach of this Agreement.

Nothing in this Agreement limits or excludes liability of either party in respect of any claims for death or personal injury caused by negligence, fraud or any other liability which cannot be excluded or limited by law.

To the maximum extent permitted by applicable law, Corporate Governance Institute will not have any liability to Client for any loss of profits, loss of business, loss of revenue, loss of data, reputational damage, or for any indirect, special, incidental, punitive, or consequential damages however caused.

To the maximum extent permitted by applicable law, Corporate Governance Institute’s total aggregate liability arising out of or related to this Agreement under any theory of law shall not exceed the total amount of the Fees paid by Client in the twelve months preceding the claim under which the liability has arisen.

This Agreement shall commence on the Effective Date and shall unless otherwise terminated continue for the Initial Term. Thereafter, this Agreement shall automatically renew for the Renewal Terms of twelve (12) months each unless either party notifies the other party of non-renewal in writing, at least ninety (90) days before the end of the Initial Term or any Renewal Term, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Term. The Initial Term together with any subsequent Renewal Terms shall constitute the Term.

Corporate Governance Institute may immediately terminate this Agreement by notice in writing to Client if Client fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment.

Either party shall be entitled, without prejudice to the rights and remedies otherwise available under this Agreement or by law to terminate the Agreement on written notice in the event of: (i) a material breach of this Agreement by the other party which, if capable of remedy, is not remedied by the defaulting party within thirty days of its receipt of written notice of the breach from the non-defaulting party; (ii) fraud or wilful default of the other party; or (iii) the other party becoming insolvent or unable to pay its debts when due (as defined by applicable law) or has a liquidator, receiver or manager appointed to it, or a winding-up order instituted against it.

On termination of this Agreement for any reason: (i) all licences and rights of access granted under this Agreement shall immediately terminate; (ii) if the Services are made available via the Client’s learning management system they shall be removed therefrom and certified in writing as deleted by Client; (iii) each party shall return and make no further use of any Confidential Information, property, documentation and other items (and all copies of them) belonging to the other party; (iv) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination shall not be affected or prejudiced; and (v) any obligations and duties which by their nature extend beyond the expiration or termination of this Agreement will survive.

Each Party agrees and undertakes that it shall keep confidential and secure and shall not at any time disclose to any person the Confidential Information of the other Party concerning the business, affairs, customers, clients or suppliers of the other Party other than: (i) disclosures to its officers, employees, affiliates, subcontractors or advisers on a strictly need to know basis and provided they are also contractually bound not to disclose such information and to protect the confidentiality thereof; and (ii) disclosures required by law, any court or governmental or regulatory authority.

The receiving party shall use no less than that degree of care it uses to protect its own information, and in any event no less than reasonable care. The Receiving Party shall not use such confidential Information except in furtherance of this Agreement. No ownership or licence rights are granted in any confidential Information.

Any breach or threatened breach by the receiving party of an obligation under this clause may cause the disclosing party immediate and irreparable harm for which damages alone may not be an adequate remedy. Consequently, the disclosing party has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party or to compel specific performance.

Waiver: no failure or delay by a party to exercise any right or remedy provided under this Agreement or by law, or a single or partial exercise of such right or remedy, shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.

Invalidity: if any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

Entire agreement: this Agreement constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

Assignment: either party may assign on written notice all of its rights and obligations under this Agreement to (i) an Affiliate, (ii) a purchaser of all or substantially all assets related to this Agreement, or (iii) a third party participating in a merger, acquisition, sale of assets or other corporate reorganisation in which a party is participating. Any attempt to assign this Agreement in violation of this provision shall be void and of no effect.

Publicity: Client agrees to allow the Corporate Governance Institute to use Client’s name, logo, and a description of the Services in marketing materials, including case studies, advertisements, websites, and other promotional content, subject at all times to Corporate Governance Institute’s confidentiality obligations. Client may request, in writing, to review and approve marketing materials that include their name or likeness before publication.

No agency: nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between the parties, or authorise either party to act as agent for the other.

Notice: any notice to be given by either party for the purposes of the Agreement shall be sent by email to the contact party whose details are set out in the MSA. A notice delivered by email shall be deemed to have been received at 9.00am on the next business day after transmission.

Amendment: no variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.

Counterparts: this Agreement may be executed in any number of counterparts, by electronic signature, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same agreement.

Dispute resolution: the parties shall do their best acting in good faith to amicably settle any dispute. Escalation to the senior management of the parties shall be the preferred dispute resolution methodology. If senior management cannot resolve the dispute within 30 days of first notification of the dispute the matter shall be referred to the courts of Ireland.

Governing law and jurisdiction: this Agreement and any dispute or claim arising out of or in connection with it shall be construed in accordance with the laws of the Republic of Ireland and the parties submit to the exclusive jurisdiction of the Irish Courts.

This Data Processing Agreement (“DPA”) sets out the additional terms, requirements and conditions on which Corporate Governance Institute will process Personal Data when providing the Services and contains the mandatory clauses required by Article 28(3) of GDPR for contracts between controllers and processors.

Introduction: Client (and its Affiliates, as applicable) shall be the Controller and Corporate Governance Institute shall be a Processor. Client shall ensure Users and relevant data subjects have been informed and/or have given consent as required by Data Protection Laws. Client instructs Corporate Governance Institute (and authorises Corporate Governance Institute to instruct each subprocessor) to process Client Personal Data as reasonably necessary for the provision of the Services and consistent with this DPA.

Data protection obligations: to the extent Corporate Governance Institute processes Client Personal Data, Corporate Governance Institute warrants, represents and undertakes that it shall: (i) only process personal data as reasonably necessary for the Services and in accordance with Client’s instructions and Data Protection Laws; (ii) implement and maintain appropriate technical and organisational security measures; (iii) not transfer personal data outside the EEA without Client’s prior written consent and appropriate transfer safeguards; (iv) assist Client with data subject rights requests and regulatory obligations (including DPIAs) as reasonably requested; (v) maintain up to date records of processing; (vi) ensure personnel are bound by confidentiality and observe DPA obligations; (vii) at Client’s option, return or delete/destroy Client Personal Data within 30 days and provide written certification of compliance; (viii) appoint a named contact for personal data enquiries; and (ix) only use subprocessors with Client consent (express or prior general) and ensure subprocessors are bound by terms no less protective than this DPA.

Personal data breach: Corporate Governance Institute shall, upon becoming aware of any Personal Data Breach (and in any event within 24 hours), notify Client by telephone and email where the breach directly affects Client Personal Data or the Services. Corporate Governance Institute shall provide resources and assistance to enable Client to notify regulators and/or data subjects as required, subject to the terms set out in the DPA.

Subprocessors and transfers: Client confirms prior general consent to existing subprocessors. Corporate Governance Institute shall process Client Personal Data in the EU/EEA and shall not transfer outside EU/EEA to a country without adequate protection without Client’s prior written consent. Where EEA personal data is transferred outside EU/EEA, the parties shall enter into appropriate data transfer agreements.

Changes in Data Protection Laws: Corporate Governance Institute may propose variations to the DPA to address changes required by Data Protection Laws. The parties shall discuss and negotiate in good faith to implement necessary variations.

Audit: upon 90 days written request by Client, not more than once per year, Client may conduct an audit of Corporate Governance Institute systems, processes, and procedures relevant to the protection of Personal Data at locations where Personal Data is processed, subject to the operational constraints and cost allocation described in the DPA. Where a qualified third-party audit report within the prior 12 months covers the scope and no material changes are certified, Client shall accept those reports in lieu of requesting an audit of the same controls.

DPA indemnity: each party indemnifies the other for claims arising from its breach of the DPA and/or Data Protection Law, on a comparative basis, subject to the limitations of liability in the Agreement.

Annex 1 (processing details): processing relates to Client and User Personal Data for provision of the Services. Types of personal data include first name, last name, and email address (which may change according to the Services). Categories of data subjects include Client employees and Users. Obligations and rights of Client are set out in the Agreement and this DPA. Corporate Governance Institute may provide notice of change where updates are required due to changes to services or applicable law.