Terms & Conditions - Graphite HRM

Terms & Conditions

GENERAL TERMS & CONDITIONS FOR GRAPHITE HRM LIMITED (HEREINAFTER REFERRED TO AS “GRAPHITE”)
Please read these conditions carefully before using any Graphite products or services or accessing the Graphite HRM website. By using Graphite services, you signify your agreement to be bound by these conditions. In addition, when you use any current or future Graphite service, you will also be subject to the guidelines and conditions applicable to that service.
Section A: General Conditions
1. Your Web Account
If you use our website, you are responsible for maintaining the confidentiality of your account username 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 reserves the right to refuse access to the websites, terminate accounts, remove or edit content, or cancel orders at its discretion.
2. Access to www.graphitehrm.com 
Graphite will do its utmost to ensure that availability of the websites 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 websites may also be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services. Graphite will attempt to limit the frequency and duration of any such suspension or restriction.
3. Restricted Uses
Graphite 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 (other then where specifically provided for) or modify materials, or any portion thereof, except with prior express written consent of Graphite.
Materials may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any economic gain and/ or commercial purpose without Graphite’s 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 and its affiliates without express written consent. You may not use any meta tags or any other “hidden text” utilising Graphite’s or its affiliates’ names or trademarks without the express written consent of Graphite. Any unauthorised use terminates the permission or license granted by Graphite.
You are granted a limited, revocable, and non-exclusive right to create a hyperlink to the Welcome page of Graphite as long as the link does not portray Graphite, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Graphite logo or other proprietary graphic or trademark as part of the link without Graphite’s prior express written consent.
4. Your conduct
You must not use the websites in any way that causes, or is likely to cause, the websites or access to them to be interrupted, damaged or impaired in any way.
You understand that you, and not Graphite, are responsible for all electronic communications and content sent from your computer to us and you must use the websites for lawful purposes only.
5. Intellectual Property including Copyright and database rights
All content included in any written materials, including the websites, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Graphite, 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 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, its affiliates or its 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’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 websites, without Graphite’s express written consent. You also may not create and/or publish your own database that features substantial (eg prices and product listings) parts of these websites without Graphite’s express written consent.
6. Intellectual Property including Trademarks
GRAPHITE, THE GRAPHITE LOGO, GRAPHITE HRM, THE GRAPHITE HRM LOGO and other marks indicated on our website are trademarks or registered trademarks of GRAPHITE, including Graphite’s graphics, logos, page headers, button icons, scripts and service names are the trademarks or trade dress of Graphite. Graphite’s trademarks and trade dress may not be used in connection with any product or service that is not Graphite’s, in any manner that is likely to cause confusion among customers or potential customers, or in any manner that disparages or discredits Graphite. All other trademarks not owned by Graphite 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.
7. Intellectual Property Warranty and Indemnity
Graphite 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. Intellectual property rights arising from any work done by or in association with Graphite 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. Intellectual property rights in the Products shall, for the purposes of this Agreement, be deemed to vest in and be reserved to Graphite.
You acknowledge that all the Intellectual Property Rights vest and shall remain vested exclusively in Graphite, 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. 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 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.
8. Other businesses
Parties other than Graphite and its subsidiaries provide services, or sell product lines on our website. In addition, Graphite provides links to the websites of affiliated companies and certain other businesses. Graphite is not responsible for examining or evaluating, and Graphite does not warrant or endorse the offerings of any of these businesses or individuals, or the content of their websites. Graphite 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 Graphite may share customer information related to those transactions with that third-party. You should carefully review their privacy statements and other conditions of use.
9. 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 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 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 in that year (a year for this purpose is the twelve month period expiring on the anniversary of the date of this Agreement).
Graphite 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.
10. Alteration of Service or Amendments to the Conditions
Graphite reserves the right to make changes to our Products, websites, policies, and these Terms & Conditions at any time. You will be subject to the policies and 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.
11. Events beyond our reasonable control
Graphite will not be held responsible for any delay or failure to comply with its obligations under these conditions if the delay or failure arises from any cause which is beyond its reasonable control. This condition does not affect your statutory rights.
12. Waiver
If you breach these conditions and Graphite takes no action, Graphite will still be entitled to use its rights and remedies in any other situation where you breach these conditions.
13. 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.
14. 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 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 at all times. Permission to use this material is given on a Licence basis to Graphite 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 reserves the right to recover this material by any legal means
15. Employment Law and HR Compliance Telephone Consultations
All 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.
Telephone Consultations are in respect of HR policy and procedures and the application of Irish Labour Law.
A consultation can be by telephone or email. Consultations can also include reviewing letters and providing template letters.
Telephone Consultations do not offer legal advice.
A consultation is not face to face and does not include the reviewing of policies or contracts.
One consultation is defined as one, or a series of, telephone calls or emails regarding one specific matter, which does not exceed a total of one hour in duration. The time spent on a consultation will be recorded by Graphite HRM Ltd. and it’s calculation will be final. Where a matter exceeds this time limit, it will be counted as a new consultation. A record of all such calls and emails will be made available to the client on request.
The number of Consultations is the maximum that can be made in any one licence 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 which is Monday to Friday, from 9.00am to 5.30pm. 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.
Graphite 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 may telephone the client organisation and confirm any queries with the appropriate contact person. Please advise Graphite who the contacts are for your organisation.
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.
16. Contact Details
  1. Company registration name : Peninsula Business Services (Ireland) Ltd
  2. Company place of registration : England and Wales
  3. Company registered office address : The Peninsula, Victoria Place, Manchester, M4 4FB
  4. Company registered number : 05445673
  5. Contact telephone number : +353-1-8860351
  6. Email address. : accounts@graphitehrm.com
2017 Graphite HRM