TERMS & CONDITIONS (The Agreement)
Please read these conditions carefully before using any Graphite products or accessing the Graphite HRM website. By using Graphite HRM’s services, you signify your agreement to be bound by these conditions. In addition, when you use any current or future Graphite HRM service, you will also be subject to the guidelines and conditions applicable to that service.
Section A: Conditions Relating to Your Use of Graphite HRM’s Services
1. Your Web Account
If you use our website, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer to prevent unauthorised access to your account. You agree to accept responsibility for all activities that occur under your account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.
Please ensure that the details you provide us with are correct and complete and inform us immediately of any changes to the information that you provided when registering.
Graphite HRM reserves the right to refuse access to the website, terminate accounts, remove or edit content, or cancel orders at our discretion.
2. Access to www.graphitehrm.com
We will do our utmost to ensure that availability of the website will be uninterrupted and that transmissions will be error-free. However, due to the nature of the Internet, this cannot be guaranteed. Also, your access to the website may also be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services. We will attempt to limit the frequency and duration of any such suspension or restriction.
3. Licence for all Graphite HRM services, including website access
Graphite HRM grants you a licence to access and make personal use of all client materials in hardcopy, softcopy and on-line formats. This does not allow you to download or modify materials, or any portion thereof, except with prior express written consent of Graphite HRM.
Materials may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any economic gain and/ or commercial purpose without our prior express written consent.
You may not frame or use framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Graphite HRM and its affiliates without express written consent. You may not use any meta tags or any other "hidden text" utilising Graphite HRM's or its affiliates' names or trademarks without the express written consent of Graphite HRM. Any unauthorised use terminates the permission or license granted by Graphite HRM.
You are granted a limited, revocable, and non-exclusive right to create a hyperlink to the Welcome page of Graphite HRM as long as the link does not portray Graphite HRM, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Graphite HRM logo or other proprietary graphic or trademark as part of the link without our prior express written consent.
4. Your conduct
You must not use the website in any way that causes, or is likely to cause, the website or access to it to be interrupted, damaged or impaired in any way.
You understand that you, and not Graphite HRM, are responsible for all electronic communications and content sent from your computer to us and you must use the website for lawful purposes only.
5. Intellectual Property including Copyright and database rights
All content included in any written materials, including the website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Graphite HRM, its affiliates or its content suppliers and is protected by Republic of Ireland, United Kingdom and international copyright and database right laws. The compilation of all content on this website is the exclusive property of Graphite HRM and its affiliates and is protected by Republic of Ireland, United Kingdom and international copyright and database right laws. All software used on the website is the property of Graphite HRM, our affiliates or our software suppliers and is protected by Republic of Ireland, United Kingdom and international copyright laws.
You may not systematically extract and/or re-utilise parts of the contents of any written materials without Graphite HRM's prior express written consent. In particular, you may not utilise any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilisation of any substantial parts of the website, without Graphite HRM's express written consent. You also may not create and/or publish your own database that features substantial (eg our prices and product listings) parts of this website without Graphite HRM's express written consent.
6. Intellectual Property including Trademarks
GRAPHITE HRM, THE GRAPHITE HRM LOGO, ODP, THE ODP LOGO, TDP, THE TDP LOGO, THE PEOPLE LOGO and other marks indicated on our website are trademarks or registered trademarks of GRAPHITE HRM, Inc. Graphite HRM's graphics, logos, page headers, button icons, scripts and service names are the trademarks or trade dress of Graphite HRM. Graphite HRM's trademarks and trade dress may not be used in connection with any product or service that is not Graphite HRM's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Graphite HRM. All other trademarks not owned by Graphite HRM that appear on this website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Graphite HRM.
Section B: Conditions Relating to the Licencing of Products to You
This section deals with conditions relating to the licencing of products by Graphite HRM to you
7. Returns
Should you decide not to purchase the product after accepting it on a No Obligations, Free trial basis, the product must be returned to Graphite HRM in its original condition within 7 working days of the date you receive it.
If you fail to return the product within 7 working days in its original condition, it will be deemed you wish to purchase an annual Standard Licence and an invoice for same will be issued. You may at any time thereafter upgrade your level of service.
8. Intellectual Property Warranty and Indemnity
Graphite HRM warrants that it has the right to license its Products without infringing the Intellectual Property Rights of any third party.
The Intellectual Property Rights in the Products are reserved to Graphite HRM. Intellectual property rights arising from any work done by or in association with the Graphite HRM in the course of this Agreement (including all work relating to or incorporated in future releases or in any parameterisation, modification or translation) shall automatically vest exclusively in Graphite HRM. Intellectual property rights in the Products shall, for the purposes of this Agreement, be deemed to vest in and be reserved to Graphite HRM.
You acknowledge that all the Intellectual Property Rights vest and shall remain vested exclusively in Graphite HRM, that your rights in respect of the Products are confined to the licence expressly granted by this Agreement and that the licence ceases on termination of this Agreement.
You acknowledge that the Products contain confidential proprietary know-how of Graphite HRM. You will not disclose, permit access to or otherwise make available any of the Products directly or indirectly to any third party except to the extent (if any) permitted by this Agreement.
You shall ensure that use of and access to the Products shall not exceed the limitations of this Agreement and that the know-how of Graphite HRM disclosed hereunder shall not be disclosed or used other than for the purposes of this Agreement. You shall be responsible for any unauthorised use of, disclosure of or access to the Products.
9. Telephone Consultations
All Premium Plus and Premium users are entitled to a given number of Telephone Consultations per year. A year being a period of twelve months commencing on and including the date the licence was issued. A Consultation refers to one discreet issue per call. Additional queries will be treated as additional Consultations.
The number of Consultations is the maximum that can be made in any one year. Any Consultations not used in a year will be cancelled and the maximum number is reset at the start of the next year.
You can only make calls during normal working hours. If a Consultant is not available immediately you will receive a return call within eight working hours. All callers must be in possession of their unique licence number when making a Telephone Consultation.
Telephone Consultations are in respect of HR policy and procedures and the application of Irish Labour Law. Telephone Consultations do not offer legal advice.
Graphite HRM may, but shall not be obliged to, record or monitor telephone conversations for security and training purposes and to maintain quality service.
A Consultant may decline to respond to a request for information received through the Telephone Consultation Service if the Consultant believes that bona fides of the individual caller are in question. Graphite HRM may telephone the client organisation and confirm any queries with the appropriate contact person.
A Consultant may terminate a telephone Consultation made by a Customer if the Customer becomes abusive or engages the Consultant in vexatious or frivolous requests.
Section C: Conditions Relating to Both Your Use of Graphite HRM and Licences of Products to You
10. Licence Term, Renewal and Termination
Each Licence period is 1 year. Your licence will be automatically renewed every year for a further 12 months and an invoice will be issued at the start of each Licence Year. Cancellation of the Licence must be notified in writing to Graphite HRM within 30 days of the renewal invoice date, otherwise the Invoice will be payable in full.
All content, both electronic and hardcopy, together with the binding of "Personnel, Policies and Procedures - The Law in Perspective" remains the property of Graphite HRM at all times. Permission to use this material is given on a Licence basis to Graphite HRM clients. Should you fail to renew your annual licence in the future, you will be required to return all elements of the publication within 10 working days of cancellation. Graphite HRM reserves the right to recover this material by any legal means.
11. Other businesses
Parties other than Graphite HRM and its subsidiaries provide services, or sell product lines on our website. In addition, we provide links to the websites of affiliated companies and certain other businesses. We are not responsible for examining or evaluating, and we do not warrant or endorse the offerings of any of these businesses or individuals, or the content of their websites. Graphite HRM does not assume any responsibility or liability for the actions, products, and content of any of these and any other third-parties. You can tell when a third-party is involved in your transactions, and we may share customer information related to those transactions with that third-party. You should carefully review their privacy statements and other conditions of use.
12. Limitation of Liability
Except for conditions, warranties and representations expressly stated in this Agreement or which by Law may not be excluded, all conditions, warranties and representations howsoever arising are hereby expressly excluded.
Graphite HRM shall not be liable, irrespective of the basis of claim, for any loss of profit or anticipated saving, lost, incorrect or spoiled data, loss of use, loss of agreements, loss of goodwill or (other than in respect of intellectual Property Rights) third party claims.
The cumulative maximum liability of Graphite HRM under or in connection with this Agreement irrespective of the basis of claim shall be limited in each successive year of this Agreement to the fees received hereunder by Graphite HRM in that year (a year for this purpose is the twelve month period expiring on the anniversary of the date of this Agreement).
Graphite HRM does not purport to exclude or limit liability where such exclusion or limitation is precluded by the law applicable to this Agreement.
The parties agree that the limitations and exclusions contained herein are reasonable having regard among other things to their respective businesses, to the nature of the work involved, to their respective capacities to protect and insure against risk and to the fees arising hereunder.
13. Alteration of Service or Amendments to the Conditions
Graphite HRM reserves the right to make changes to our Products, website, policies, and these Terms & Conditions at any time. You will be subject to the policies and Conditions of Conditions of Use & Sale in force at the time that you use the website or that you order goods from us, unless any change to those policies or these conditions is required to be made by law or government authority (in which case it will apply to orders previously placed by you). If any of these conditions is deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining condition.
14. Events beyond our reasonable control
We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control. This condition does not affect your statutory rights.
15. Waiver
If you breach these conditions and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these conditions.
16. Governing Law, Mediation and Arbitration
Governing Law
This Contract shall be governed and construed in accordance with the laws of the Republic of Ireland.
Mediation
Any dispute or difference of any kind arising out of or in connection with this contract between the parties may be referred to mediation, subject to the agreement of the parties.
The mediator is to be agreed by the parties or in default of agreement to be appointed on the application of either party to this contract by the Chairman of the Bar Council of Ireland.
The place of the mediation shall be Dublin, Ireland.
Arbitration
If the parties fail to agree to enter into mediation any dispute or difference of any kind arising out of or in connection with this contract between the parties shall be referred to arbitration as hereinafter provided.
Either party from the date that any dispute or difference arises shall by written notice require that the matter be referred for binding arbitration.
The arbitrator is to be agreed by the parties or in default of agreement to be appointed on the application of either party to this contract by the Chairman of the Bar Council of Ireland.
The place of the arbitration shall be Dublin, Ireland.
The arbitration shall be conducted in accordance with the provisions of the Arbitration Acts 1954 to 1998.