1. PARTIES AND INTRODUCTION

1.1  This Agreement is between The Roadmap, whose registered office is: 8 the green, ste 3000, Dover, Delaware, United States and the Client (whose details appear on the attached Contract of Services), collectively, the “Parties” and each, a “Party”.

1.2 This Agreement forms a binding contract between The Roadmap and the Client in respect of the Services.

2. DEFINITIONS AND INTERPRETATION

2.1 In this Agreement the following definitions apply:

“Agreement” = these Terms and Conditions, together with contract of services to which these Terms and Conditions are attached;

“Account Leads” = the persons named on contract of services to this Agreement or such other senior, management level representative of The Roadmap that The Roadmap may nominate from time to time;

“Campaign” = a digital marketing campaign carried out by The Roadmap on the Client’s behalf pursuant to this Agreement (and “Campaigns” shall be construed accordingly); “Campaign Management Fee” the fee charged by The Roadmap for managing the media associated with the Client’s digital marketing campaign;

“Client Confidential Information” = has the meaning given in Clause 7.1 below; “Client Default”  = has the meaning given in Clause 4.2 below;

“Client Materials” = the materials provided by the Client to The Roadmap pursuant to this Agreement which are expressly identified as the Client’s property or are notified as such by the Client to The Roadmap; “The Roadmap Online Confidential Information has the meaning given in Clause 7.3 below;

“The Roadmap Contact” =  the person identified on contract of services (as may be replaced by The Roadmap from time to time in accordance with Clause 3.3.2) who will be responsible for the day-to-day provision of the Services;

“Control”  = shall be as defined as detailed in The Taxes Consolidation Act 1997 and the expression ‘change of Control’ shall be construed accordingly;

“Data Controller” =  has the meaning given in the Data Protection Act 1998 (or, if appropriate, its successor legislation);

“Data Processor”  = has the meaning given in the Data Protection Act 1998 (as may be amended or replaced by successor legislation);

“Data Protection Legislation” = the Data Protection Act 1998, the Data Protection Directive (95/46/EC) and all other applicable data protection legislation and regulations as amended, introduced or replaced from time to time throughout the world (including, when in force, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation);

“Effective Date” = the date of this Agreement as set out on contract of services;

“Fees” = the fees set out in contract of services of this Agreement (or as otherwise agreed by the Parties in accordance with the terms of this Agreement);

“Increase Date” = has the meaning given in Clause 6.8 below;

“Initial Services Term” = the minimum period of time for which the Services will be provided by The Roadmap, which will commence on the Services Commencement Date;

“Intellectual Property Rights” = patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get- up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer products, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;

“Main Client Contact” =  the authorised representative of the Client who shall be the Client’s contact for any queries in relation to this Agreement and for agreeing any variations to this Agreement in accordance with its terms;

“Management Fee” = the fee charged by The Roadmap which is equal to the average monthly Fees charged to the Client during the Term, calculated at the date either Party gives notice to terminate this Agreement in accordance with its terms;

“Media Platforms” = the third party digital marketing platforms used by The Roadmap to provide the Services;

“Personal Data” = has the meaning given in the Data Protection Act 1988 and the Data Protection Act 2003, hereinafter referred to as “The Acts” (and as may be amended or replaced by successor legislation) and relates only to personal data, or any part of such personal data, provided by the Client to The Roadmap under or in connection with this Agreement;

“Personnel” = in relation to either Party, its officers, directors and/or employees;

“Processing” and “Process” = have the meaning set out in section 1(1) of the Data Protection Act 1988 (as may be amended by successor legislation);

“Services” = those services to be provided by The Roadmap to the Client as specified on contract of services and pursuant to the terms of this Agreement (including, but not limited to PPC, Programmatic, Social and SEO) together with any other Services that the Client engages The Roadmap to provide from time to time during the Term, and each a “Service”;

“Services Commencement Date” = the date on which The Roadmap confirms to the Client by email that The Roadmap has received the first payment of the Fees (including the Set Up Fee) and that The Roadmap is ready to commence the performance of the Services;

“Technical Fees” = the fees charged by The Roadmap for the use of third party software to monitor or optimise the Client’s digital marketing accounts;

“Term” = the term of this Agreement, as defined in Clause 11.1 below;

“VAT” = Value Added Tax, as defined by the Value Added Tax Consolidation Act 2010;

“Working Hours” = Mondays to Fridays inclusive from 9.00 to 17.00, excluding Irish public and bank holidays and “Working Day(s)” shall be construed accordingly; and

“Year” = each successive twelve (12) month period from the Effective Date (or part of such twelve (12) month period, as the context may require).

2.2 Unless the context otherwise provides or requires, or as expressly stated, references to “Clause(s)” are to clauses of these Terms and Conditions.

2.3 Any references to a statute, directive, regulation, code or guideline (“legislation”) are references to such legislation as amended, modified or re-enacted from time to time.

2.4 The headings in this Agreement are for convenience only and shall not affect its construction or interpretation.

2.5 In the event of a conflict in the interpretation of the provisions of these Terms and Conditions and contract of services, contract of services shall prevail and take priority.

3. SERVICES

3.1 In consideration of the payment of the Fees, The Roadmap shall, from the Services Commencement Date, use reasonable endeavours to provide the Services specified on contract of services in accordance with the terms of this Agreement.

3.2 The Roadmap shall:

3.2.1 perform the Services with reasonable care and skill;

3.2.2 use reasonable endeavours to ensure that the same person acts as the The Roadmap Contact throughout the Term, but may replace that person from time to time where reasonably necessary in the interests of The Roadmap’s business, or where such person leaves The Roadmap;

3.2.3 report on its performance of the Services and other information to the Client via email to the Main Client Contact (using the email address specified on contract of services), or via such other method of communication as The Roadmap may agree with the Client from time to time during the Term;

3.2.4 implement any change to a Campaign reasonably requested by the Client and agreed by The Roadmap in accordance with this Agreement as soon as reasonably practicable from the date that such change is agreed; and

4. THE CLIENT’S OBLIGATIONS

4.1The Client shall:

4.1.1 pay all Fees and additional charges in accordance with this Agreement;

4.1.2 co-operate with The Roadmap in all matters relating to the Services;

4.1.3 ensure that The Roadmap has all such access to the Client’s information, electronic systems, website, social media accounts and materials as The Roadmap may reasonably require in order to supply the Services;

4.1.4 promptly provide The Roadmap with all assistance, directions, instructions or information, as reasonably required by The Roadmap to perform the Services;

4.1.5 provide timely updates on any information relevant to the Services, including (without limitation) any changes to the Client’s website that would affect the Client’s Campaigns.

4.2 If The Roadmap’s performance of any of its obligations under this Agreement is prevented or delayed by any act by or omission of the Client, or by any failure by the Client to perform any relevant obligation (“Client Default”):

4.2.1 without limiting or affecting any other right or remedy available to it, The Roadmap shall have the right to immediately suspend performance of the Services until the Client remedies such Client Default, and to rely on such Client Default to relieve it from the performance of any of its obligations, in each case to the extent that such Client Default prevents or delays The Roadmap’s performance of any of its obligations;

4.2.2 The Roadmap shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Client’s failure or delay to perform any of its obligations as set out in this Clause 3; and

4.2.3 The Client shall reimburse The Roadmap on written demand for any and all costs or losses sustained or incurred by The Roadmap arising directly or indirectly from any Client Default.

4.3 The Client may request the temporary suspension of a Campaign (a “Campaign Pause”) but such request is at all times subject to and conditional upon:

4.3.1 the Client giving The Roadmap a minimum of thirty (30) days’ advance written notice of its request for a Campaign Pause (failing which The Roadmap shall have the sole and absolute right to reject such request and charge a reactivation fee of €500);

4.3.2 such Campaign Pause being of a maximum duration of thirty (30) days;

4.3.3 The Roadmap being under no obligation to provide the Services or otherwise being required to perform its obligations under the Agreement during the Campaign Pause; and

4.3.4 the Client only being entitled to request one Campaign Pause during the

For the avoidance of doubt, during any Campaign Pause, the Client will continue to be liable to pay all Fees and other sums as they fall due under this Agreement in respect of Services rendered prior to the date of the Campaign Pause coming into effect.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any Client Materials) shall be owned exclusively by, and vest absolutely in, The Roadmap .

5.2 The Roadmap and its licensors own, and shall retain ownership of, all Intellectual Property Rights in the The Roadmap Materials.

5.3 The Roadmap grants the Client a non-exclusive, non-transferrable, revocable, limited licence during the Term to use the The Roadmap Materials solely in relation to its receipt of the Such licence is at all times conditional upon: (i) the Client paying all Fees to The Roadmap as they fall due; and (ii) the Client’s full compliance with this Agreement. For the avoidance of doubt, the Client may not sub-license, assign or otherwise transfer the rights of The Roadmap Materials without The Roadmap’s prior written consent.

5.4 In relation to the Client Materials, the Client:

5.4.1 and its licensors own, and shall retain ownership of, all Intellectual Property Rights in the Client Materials;

5.4.2 hereby grants The Roadmap a fully paid-up, non-exclusive, royalty-free, worldwide, transferable licence to copy, modify and use the Client Materials during the Term for any purpose in connection with this Agreement and providing the Services;

5.4.3 warrants that the receipt and use of the Client Materials in the performance of this Agreement by The Roadmap, its agents, subcontractors or consultants does not, and shall not, infringe the rights, including any Intellectual Property Rights, of any third party; and

5.4.4 shall hold The Roadmap harmless from, and on-demand indemnify The Roadmap and keep The Roadmap indemnified in full from and against, all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by The Roadmap, and any sums agreed to in settlement, as a result of, or in connection with, any claim brought against The Roadmap, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, The Roadmap’s (or its subcontractors’) receipt or use of the Client Materials in accordance with this Agreement.

6. FEES & PAYMENT

6.1 Unless otherwise agreed in writing, the Fees payable by the Client for the Services shall be the amounts specified on contract of services of this Agreement.

6.2 The Client acknowledges and agrees that it shall pay the Fees to The Roadmap monthly in advance (unless otherwise agreed by the Parties in writing).

6.3 The Roadmap has the facility to pay for a Client’s media spend on their behalf, through the The Roadmap account. If the Client requests this facility, funds to cover the media spend plus an additional handling fee of 2% of total ad spend must be paid to The Roadmap up front, in advance of costs being accrued by The Roadmap The Roadmap will only instruct the external service such as Adwords to run ads on behalf of the client once funds have cleared in the The Roadmap bank account

6.4 The Client acknowledges and agrees that the Fees exclude the following, which The Roadmap shall be entitled to charge the Client, and the Client shall pay monthly in arrears (unless otherwise agreed in writing), following submission of an appropriate invoice:

6.4.1 the cost of any agreed out-of-pocket expenses and ancillary expenses reasonably incurred by The Roadmap, its Personnel and/or its subcontractors in connection with the Services (including without limitation, any postal expenses, traveling expenses, hotel costs, subsistence and any associated expenses);

6.4.2 the cost to The Roadmap of any materials or services procured by The Roadmap from third parties for the provision of the Services, as such items and their cost are approved by the Client in advance from time to time.

6.5 In the event of cancellation of the Services or termination of this Agreement, The Roadmap may determine in its absolute discretion whether to refund any advance payment for Services (which shall exclude any costs that are not reimbursed by third parties).

6.5.1 The Roadmap may charge the Client for any additional administration and legal costs that The Roadmap may incur as a consequence of such late payment;

6.5.2 The Roadmap may charge the Client interest on the amount unpaid after the due date on a weekly basis at the rate of 2% of the total amount due.

6.5.3 The Roadmap may, at its election, suspend the supply of all or part of the Services under this Agreement (or any other contract between the Client and The Roadmap) until payment has been made or terminate this Agreement on written notice to the Client.

6.6 The Roadmap shall be entitled to set off or withhold any amount owed to the Client under this Agreement against any amount payable by the Client to The Roadmap

6.7 All sums payable to The Roadmap under this Agreement:

6.7.1 are exclusive of act, which shall be payable by the Client in addition at the rate and in the manner for the time being prescribed by law;

6.7.2 exclude any surcharges for payment methods used by the Client to pay the Fees; and

6.7.3 shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6.8 The Roadmap may increase the Fees for any or all of the Services at its discretion. In the event that The Roadmap determines that it wishes to increase the Fees for any of the Services, The Roadmap shall notify the Client of such increase(s) in writing at least sixty (60) days prior to the date of such increase(s) coming into effect (“Increase Date”). If the Client does not wish to accept the increase(s) to the Fees for the Services, or any particular Service, it may give notice to terminate this Agreement prior to the Increase Date in accordance with Clause 11.1, failing which the Client shall be deemed to have accepted the relevant increase on the Increase Date.

7. CONFIDENTIALITY

7.1 Subject to Clause 2, The Roadmap will hold all content and information that the Client has provided and either marked as confidential, or is notified to The Roadmap as being confidential (“Client Confidential Information”), in the strictest confidence, and The Roadmap will not disclose any such content or information to any other person, company or organisation. Client Confidential Information shall include any Personal Data provided by or on behalf of Client (“Client Personal Data”) pursuant to this Agreement.

7.2 Subject to Clause 4, the Client will hold all The Roadmap Confidential Information in the strictest confidence. “The Roadmap Confidential Information” for the purposes of these Terms and Conditions is defined as anything provided by or on behalf of The Roadmap that is marked as “confidential”, is notified to the Client as being confidential or that could reasonably be considered to be confidential (including, without limitation, any Personal Data accessed and/or processed by the Client’s Personnel) and any confidential information relating to the business, affairs, strategies, suppliers or staff of The Roadmap.

7.3 Neither Party shall use the other Party’s confidential information (the Client Confidential Information, or the The Roadmap Confidential Information (as applicable)) for any purpose other than to perform its obligations under this Agreement.

8. DATA PROTECTION

8.1 The Parties acknowledge that for the purposes of the Data Protection Act 1988 and 2003(and successor legislation), the Client is the Data Controller and The Roadmap is the Data Processor in respect of any Client Personal Data processed in accordance with this Agreement, except in respect of The Roadmap’s use of the Client Personal Data of the Main Client Contact for The Roadmap’s business, operational or administrative purposes other than the provision of the Services, in which case The Roadmap shall act as the Data Controller.

8.2 The Roadmap may email the Main Client Contact occasionally with information about the Such emails are important and the Client acknowledges and agrees that the Main Client Contact will not be able to unsubscribe from them during the Term.

8.3 The Roadmap shall process the Client Personal Data (other than the Personal Data of the Main Client Contact) only in accordance with this Agreement and/or the Client’s reasonable instructions from time to time, and shall not process the Client Personal Data (other than the Personal Data of the Main Client Contact) for any purposes other than those expressly authorised by the Client or this Agreement, unless required to do so by applicable law.

8.4 The Roadmap shall take reasonable steps to ensure the reliability of all its Personnel who have access to the Client Personal Data.

8.5 The Roadmap warrants that, having regard to the state of technological development and the costs of implementing any measures, it will:

8.5.1 take appropriate technical and organisational measures against the unauthorised or unlawful processing of the Client Personal Data and against the accidental loss or destruction of, or damage to, the Client Personal Data to ensure a level of security appropriate to:

(i) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and (ii) the nature of the data to be protected; and

8.5.2 take appropriate steps to ensure compliance with those

8.6 The Client consents to The Roadmap appointing subcontractors as third party processors of Client Personal Data under this The Roadmap confirms that it has entered or (as the case may be) will enter with such third-party processors into written agreements substantially in conformance with The Roadmap’s obligations under Clauses 7 and 8 of this Agreement. As between the Client and The Roadmap, The Roadmap shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this Clause 8.6.

8.7 The Roadmap shall, when acting as a Data Processor in respect of the Client Personal Data:

8.7.1 provide the Client, at the Client’s cost, with reasonable assistance in responding to any request from any individual whose Personal Data forms part of the Client Personal Data and in ensuring the Client’s compliance with its obligations under Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

8.7.2 notify the Client without undue delay on becoming aware of any security breach in respect of Client Personal Data;

8.7.3 at the written direction of the Client, delete or return Client Personal Data and copies thereof to the Client on termination of the Agreement, except to the extent required by applicable law ; and

8.7.4 maintain complete and accurate records and information to demonstrate its compliance with this clause.

8.8 The Roadmap shall not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the transfer is in accordance with Data Protection Legislation.

9. WARRANTIES AND INDEMNITIES: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

9.1 Each Party warrants to the other that:

9.1.1 it has the full power, capacity and authority to enter into the Agreement and to perform its obligations under this Agreement; and

9.1.2 in performing its obligations under this Agreement, it will comply with all applicable Data Protection This Clause 9.1.2 is in addition to, and does not relieve, remove or replace, a Party’s obligations under the Data Protection Legislation.

9.2 The Client hereby warrants and represents that:

9.2.1 without prejudice to the generality of Clause 9.1.2, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of Personal Data to The Roadmap for the duration and purposes of this Agreement;

9.2.2 the Client’s receipt and use of the Services shall be for legitimate business purposes and in compliance with all applicable laws and regulations;

9.2.3 the Client has obtained all necessary approvals, consents and permissions from any relevant authority or third party in connection with its receipt and use of the Services; and

9.2.4 The Client Materials are accurate, complete and up to date, and the Client accepts sole responsibility and liability for such Client Materials.

9.3 The Client will hold The Roadmap harmless from, and indemnify The Roadmap on demand and keep fully and effectively indemnified The Roadmap from and against, any liability, losses, damages, costs (including legal fees) and expenses of any nature incurred by The Roadmap directly or indirectly from:

9.3.1 any breach of the Client’s confidentiality obligations under Clause 3 of these Terms and Conditions; and

9.3.2 Any breach by the Client of Clause 2 of these Terms and Conditions.

The indemnities in this Clause shall remain in full force and effect notwithstanding the termination or expiry of this Agreement.

9.4 If any third party makes a claim, or notifies The Roadmap that it is intending to make a claim, against The Roadmap, which may reasonably be considered to be likely to give rise to a liability under an indemnity given or Clause 9.3 of this Agreement, The Roadmap will give the Client written notice of such claim and allow the Client to have sole authority to dispute, compromise or defend such claim with the assistance of The Roadmap as reasonably requested by the Client (and the Client agrees to reimburse The Roadmap in full for all such assistance).

10. LIMITATIONS OF LIABILITY: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

10.1 Subject to Clauses 10.2 to 10.3 (inclusive), The Roadmap’s liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise arising out of, or in connection with, this Agreement shall not exceed an amount which is equal to the average six monthly Fees (calculated by reference to the Fees in successive six (6) month periods from the Effective Date) paid by the Client as at the date that the relevant liability accrued.

10.2 Subject to Clause 3, The Roadmap shall have no liability to the Client in any circumstances, whether in tort (including, without limitation, for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for respect of any: (i) loss of income, sales, business or revenue; (ii) loss of profits; (iii) loss or corruption of software, data or information; (iv) loss of business opportunity, goodwill or reputation; (v) business interruption; (vi) loss of anticipated savings; or (vii) for any indirect or consequential loss or damage of any kind.

10.3 Notwithstanding anything contained in this Agreement, neither Party excludes or limits its liability for: (i) personal injury or death resulting from its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 or any other liability which cannot be excluded or limited by law.

10.4 Save as expressly set out in this Agreement, the Services and the The Roadmap Materials are provided to the Client ‘as is’, and ‘as available’, and to the maximum extent permitted by applicable law, no warranties (whether express or implied) are made by The Roadmap as to their suitability, fitness for purpose, accuracy or otherwise.

10.5 All warranties, conditions and other terms, express or implied (by statute or otherwise) are, unless expressly set out in this Agreement, excluded from this Agreement to the fullest extent permitted by applicable law.

11. DURATION AND TERMINATION

11.1 This Agreement shall commence on the Effective Date and, subject to earlier termination in accordance with its terms, will continue in force for the duration of the Initial Services Following expiry of the Initial Services Term, this Agreement, subject to earlier termination in accordance with its terms, will continue in force thereafter unless and until terminated by either Party giving not less than ninety (90) days’ written notice of termination to the other, such termination to take effect no earlier than expiry of the Initial Services Term (the “Term”).

11.2 Without affecting any other right or remedy available to it, either Party may terminate one or more of the Services by giving the other Party ninety (90) days’ prior written notice, such termination to take effect no earlier than expiry of the Initial Services In the event of a Party terminating one or more of the Services in accordance with this Clause, the terms of this Agreement will continue to apply to the remaining Service(s).

11.3 Either Party may terminate this Agreement (or at the notifying Party’s option, a particular Service) immediately by written notice if the other Party:

11.3.1 commits any material or persistent breach of any of its obligations under this Agreement or any part of this Agreement which relates to the Service in question (as appropriate) and, in the case of a breach which is capable of remedy, fails to remedy it within thirty (30) days of being required to do so by notice in writing from the other Party;

11.4 Without affecting any other right or remedy available to it, The Roadmap may terminate this Agreement with immediate effect by giving written notice to the Client if:

11.4.1 the Client fails to pay any amount due under the Agreement on the due date for payment; or

11.4.2 is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or if it has a receiver, administrator or administrative receiver appointed over it or over any part of its undertaking or assets, or if it passes a resolution for winding- up (except for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or if a court of competent jurisdiction makes an order to that effect, or if it becomes subject to an administration order, or if it enters into any voluntary agreement with its creditors, or if any similar process to any of the above is begun in any jurisdiction, or if it ceases or threatens to cease to carry on business.

11.5 Without affecting any other right or remedy available to it, The Roadmap may terminate this Agreement with immediate effect by giving written notice to the Client if:

11.5.1 the Client fails to pay any amount due under the Agreement on the due date for payment; or

11.5.2 There is a change of Control of the Client.

11.6 Without affecting any other right or remedy available to it, The Roadmap may suspend the supply of all or part of the Services under the Agreement or any other contract between the Client and The Roadmap if the Client becomes subject to any of the events listed in Clause 11.4.2, or The Roadmap reasonably believes that the Client is about to become subject to any of them.

12. CONSEQUENCES OF TERMINATION

12.1 Expiry or termination of one or more (but not all) of the Services shall not affect The Roadmap’s obligation to provide the remaining Services or the Client’s obligations to pay the Fees in respect of the remaining When all Services have expired or terminated, this Agreement shall terminate automatically and all outstanding Fees due to The Roadmap shall become immediately due and payable.

12.2 The termination or expiry of this Agreement (however caused) will not affect any rights and/or liabilities of either Party which have accrued before termination or expiry.

12.3 Upon either Party giving written notice to terminate this Agreement (in accordance with its terms) for any reason, the Client shall within ninety (90) days of such notice pay the Management Fee to The Roadmap

12.4 Upon termination or expiry of this Agreement (for any reason):

12.4.1 the Client shall immediately pay to The Roadmap all of The Roadmap’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, The Roadmap shall submit an invoice, which shall be payable by the Client immediately on receipt;

12.4.2 the Client shall (at The Roadmap’s request and election) promptly return to The Roadmap , or render permanently inaccessible, all The Roadmap Confidential Information, together with all other materials in its possession that were disclosed to it by The Roadmap under this Agreement; and

12.4.3 The Roadmap’s obligations to the Client under this Agreement, and all licences granted under this Agreement by a Party, shall immediately cease.

13. MISCELLANEOUS

13.1 The Client shall not during the Term, nor for a period of twelve (12) months following the termination or expiry of this Agreement for any reason, on its own behalf or on behalf of any third party, directly induce, or attempt to induce, any person employed by The Roadmap who has been engaged in the provision of the Services to the Client to leave the employment of The Roadmap or employ or engage in any capacity any such employee, provided that this restriction shall not apply to any such person who makes an unsolicited reply to a bona fide public advertisement, including by the Client on its website, or solicitations conducted by an entity that is acquired by or merged with the Client, so long as such solicitations were conducted prior to the date of such acquisition or merger.

13.2 This Agreement shall be governed by the laws of Ireland whose courts shall have exclusive jurisdiction in the event of a failure to resolve any dispute (including non-contractual disputes) arising between the Parties

13.3 The Parties may propose changes to the Fees, and add, remove or make changes to the Services, from time to time during the If The Roadmap agrees to any such changes:

13.3.1 The Roadmap’s Authorised Representative shall ask the Client to confirm its agreement to such changes by sending an email;

13.3.2 the Main Client Contact shall confirm their agreement to the same by return email; and

13.3.3 the changes will come into effect on the date specified in the

If The Roadmap wishes to vary the terms of this Agreement in any respect other than the Fees and/or the Services as above, it will notify the Client of such variation(s), and require the Client to accept such variation(s) before continuing to use the Services. The Roadmap reserves the right to suspend or terminate this Agreement (including the provision of the Services) with immediate effect if the Client does not accept any such variation(s).

13.4 The Client shall not, without the prior written consent of The Roadmap assign, transfer, charge, sub- contract or deal in any other manner with all or any of its rights or obligations under the Contract.

13.4.1 The Roadmap may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations 

13.5 The waiver by either of the Parties of any breach of any of the provisions of this Agreement shall not prevent the subsequent enforcement of that provision and shall not be deemed a waiver of any subsequent The rights of either of the Parties shall not be prejudiced or restricted by any time, indulgence or forbearance extended to the other.

13.6 Any notices to be given under this Agreement shall, unless otherwise expressly stated, be in writing and shall be given by sending the same by email (if to the Client, to the Main Client Contact specified on contract of services of this Agreement, or such other email address as the Client may notify to The Roadmap in writing from time to time during the Term; if to The Roadmap, to the The Roadmap Contact specified on contract of services to this Agreement or such other email address as The Roadmap may notify to the Client in writing from time to time during the Term). Any notice by email shall be deemed to have been delivered on the same day (if sent before 17:00) and with a valid read receipt that is successfully returned to the If a return read receipt is not received by the sender, the email shall not be deemed to be received. This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

13.7  A person who is not a Party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

13.8 This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

13.9 The invalidity or unenforceability of any provision, part-provision or any right arising under this Agreement shall not affect the validity or enforceability of any other provisions or If any provision or part provision is adjudged to be invalid or unenforceable, but would be adjudged valid or enforceable if any part(s) of their wording were deleted or modified, the relevant provisions shall apply with such deletions or modifications as may be necessary to make them valid and effective.