Terms of Service

IMPORTANT — PLEASE READ CAREFULLY. These Terms of Service (“Terms”) constitute a legally binding agreement between Scaithan Dubha Teoranta and the Customer. By subscribing to, accessing, or using the Odinseye platform, the Customer agrees to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation. If you do not agree to these Terms, do not access or use Odinseye.

1. Definitions

Term	Meaning
Agreement	These Terms together with any Order Form, the Data Processing Agreement, the Acceptable Use Policy, the Privacy Policy, and the Sub-Processor List, all of which are incorporated by reference.
Authorised Users	Individuals employed by or contracted to the Customer who are permitted by the Customer to access and use the Platform.
Confidential Information	Any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
Customer	The organisation that has accepted these Terms and entered into a subscription for access to the Platform.
Customer Data	All data submitted to, or generated through the Customer’s use of, the Platform, including personal data of Workers and Authorised Users.
Data Protection Legislation	Regulation (EU) 2016/679 (the “GDPR”), the Irish Data Protection Acts 1988 to 2018, the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 (S.I. No. 336 of 2011), and any other data protection or privacy law applicable to a party (including, where applicable to the Customer’s operations, the UK GDPR and the UK Data Protection Act 2018), in each case as amended, replaced, or supplemented from time to time, together with all binding guidance and codes of practice issued by the Data Protection Commission or other competent supervisory authority.
DPA	The Odinseye Data Processing Agreement governing Scaithan Dubha’s processing of personal data on the Customer’s behalf, which forms part of this Agreement.
Fees	The subscription and any other charges payable by the Customer as set out in the applicable Order Form or pricing schedule.
Order Form	A written order document, online checkout, or other ordering mechanism specifying the subscription tier, number of Authorised Users, Subscription Term, and Fees.
Platform	The Odinseye software-as-a-service application, APIs, mobile applications, and associated infrastructure made available by Scaithan Dubha.
Scaithan Dubha	Scaithan Dubha Teoranta, a company registered in Ireland.
Subscription Term	The period for which the Customer has subscribed to the Platform, as specified in the Order Form.
Worker	Any individual whose data is processed through the Platform by or on behalf of the Customer.

2. Scope and grant of licence

2.1 Licence

Subject to the Customer’s payment of all Fees and compliance with this Agreement, Scaithan Dubha grants the Customer a non-exclusive, non-transferable, non-sublicensable licence during the Subscription Term to access and use the Platform solely for the Customer’s internal business purposes and in accordance with the Acceptable Use Policy.

2.2 Authorised Users

The Customer may permit Authorised Users to access the Platform up to the number of user seats specified in the Order Form. The Customer is responsible for all acts and omissions of its Authorised Users as if they were its own. The Customer must ensure that each Authorised User has accepted any applicable end-user terms before accessing the Platform.

2.3 Restrictions

Except as expressly permitted by this Agreement, the Customer must not, and must ensure that Authorised Users do not:

sublicense, resell, transfer, assign, or otherwise make the Platform available to any third party;
copy, modify, adapt, translate, or create derivative works of the Platform or its documentation;
reverse engineer, decompile, disassemble, or attempt to derive source code from the Platform;
remove, obscure, or alter any proprietary notices on the Platform;
use the Platform in any manner prohibited by the Acceptable Use Policy or applicable law.

Scaithan Dubha reserves the right to audit Customer’s use of the Platform on reasonable notice to verify compliance with user seat limits and these Terms.

3. Customer obligations

3.1 General

The Customer is responsible for:

ensuring that its use of the Platform complies at all times with applicable law, including Data Protection Legislation, employment law, and health and safety legislation;
obtaining all necessary consents, providing all required notices, and establishing a valid lawful basis under Data Protection Legislation before processing Worker personal data through the Platform;
carrying out and documenting a data protection impact assessment where required by Article 35 GDPR before using the Platform to monitor or track Workers (which is likely to be required for systematic location tracking of employees), and consulting the Data Protection Commission where required by Article 36 GDPR;
informing Workers clearly, before tracking begins, of the nature, extent, and purposes of the monitoring carried out through the Platform, and not using the Platform for covert monitoring or surveillance of any individual except where, and strictly to the extent, expressly permitted by applicable law;
configuring the Platform’s tracking, access, and retention settings in a manner that is proportionate and consistent with the data minimisation and storage limitation principles, including limiting location tracking to working time where practicable;
exporting any Customer Data it wishes to retain before the end of the export window in clause 11.4;
maintaining the security of Authorised User credentials and promptly revoking access when an Authorised User leaves the organisation or changes role;
providing accurate and up-to-date account information and notifying Scaithan Dubha promptly of any changes.

3.2 Data controller obligations

The Customer is the data controller of all Customer Data processed through the Platform. Scaithan Dubha acts as data processor. The Customer’s obligations as controller — including providing privacy notices to Workers, maintaining records of processing activities, and responding to data subject requests — are set out in the DPA and are the Customer’s sole responsibility.

3.3 Acceptable use

The Customer’s use of the Platform is subject to the Odinseye Acceptable Use Policy, which is incorporated into this Agreement by reference. Breach of the Acceptable Use Policy is a breach of this Agreement.

4. Fees and payment

4.1 Fees

The Customer shall pay the Fees specified in the applicable Order Form. All Fees are stated exclusive of VAT and any other applicable taxes, which shall be added at the prevailing rate and are payable by the Customer.

4.2 Payment terms

Unless otherwise specified in the Order Form, Fees are invoiced annually in advance and are due within 30 days of the invoice date. Scaithan Dubha reserves the right to invoice monthly for monthly subscriptions.

4.3 Late payment

Without prejudice to any other right or remedy, if the Customer fails to pay any amount due by the payment date, Scaithan Dubha may:

charge interest on the overdue amount at the rate of 8% per annum above the European Central Bank main refinancing rate, accruing daily from the due date until actual payment, pursuant to the European Communities (Late Payment in Commercial Transactions) Regulations 2012;
suspend access to the Platform on not less than 14 days’ written notice, without liability to the Customer, until all outstanding amounts are paid in full.

4.4 Price changes

Scaithan Dubha may revise the Fees at renewal by providing the Customer with not less than 60 days’ written notice before the end of the then-current Subscription Term. If the Customer does not wish to continue at the revised Fees, it may terminate the Agreement in accordance with clause 11.2.

4.5 No refunds

Subject to clause 11.4, all Fees paid are non-refundable. Downtime credited under clause 8.5 does not constitute a refund of Fees already paid.

5. Intellectual property

5.1 Platform IP

The Platform, including all software, algorithms, designs, documentation, trademarks, and other materials, is and remains the exclusive property of Scaithan Dubha or its licensors. Nothing in this Agreement transfers any intellectual property rights in the Platform to the Customer. The Customer acquires only the limited licence set out in clause 2.1.

5.2 Customer Data

As between the parties, the Customer retains all rights, title, and interest in and to Customer Data. The Customer grants Scaithan Dubha a limited, non-exclusive licence to access, process, store, and transmit Customer Data solely as necessary to provide the Platform and as directed by the Customer in accordance with the DPA.

5.3 Feedback

If the Customer or any Authorised User provides suggestions, ideas, enhancement requests, or other feedback relating to the Platform (“Feedback”), the Customer grants Scaithan Dubha a perpetual, irrevocable, royalty-free, worldwide licence to use and incorporate such Feedback into the Platform or any other product or service, without obligation or compensation to the Customer.

5.4 Aggregated data

Scaithan Dubha may generate and use aggregated, anonymised, and de-identified data derived from Customer Data (“Aggregated Data”) for the purposes of improving the Platform, developing new features, and producing industry benchmarks. The anonymisation of Customer Data for this purpose constitutes processing carried out on the Customer’s behalf in accordance with the DPA and Data Protection Legislation. Aggregated Data is anonymised to the standard described in Recital 26 GDPR, such that neither the Customer nor any Worker or other individual is identified or identifiable, taking into account all means reasonably likely to be used, and Scaithan Dubha will not attempt, and will not permit any third party to attempt, to re-identify any individual from Aggregated Data. Scaithan Dubha owns all right, title, and interest in Aggregated Data. For the avoidance of doubt, once anonymised, Aggregated Data is not Customer Data and is not personal data subject to the DPA.

6. Confidentiality

6.1 Obligations

Each party (“receiving party”) agrees to keep confidential all Confidential Information of the other party (“disclosing party”) and not to disclose it to any third party without the disclosing party’s prior written consent, except as permitted by clause 6.2.

6.2 Permitted disclosures

The receiving party may disclose Confidential Information:

to its employees, officers, contractors, and advisers who need to know it for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those in this clause;
to the extent required by law, regulation, or a court or regulatory order, provided that the receiving party gives the disclosing party as much advance notice as is lawfully permitted and cooperates with any request to seek a protective order.

6.3 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known other than through a breach of this clause; (b) was already known to the receiving party without restriction before disclosure; (c) is received from a third party without restriction; or (d) is independently developed by the receiving party without reference to the Confidential Information.

6.4 Duration

Confidentiality obligations survive termination or expiry of this Agreement for a period of five years, except in respect of any Confidential Information constituting a trade secret, which shall remain confidential indefinitely.

7. Data protection

The parties’ respective obligations with respect to the processing of personal data are set out in the DPA, which forms part of this Agreement, is incorporated herein by reference, and contains the terms required by Article 28(3) GDPR. In the event of any conflict between these Terms and the DPA with respect to the processing of personal data, the DPA shall prevail. The Customer acknowledges that it has read and agrees to the DPA. Each party shall comply with its obligations under Data Protection Legislation in connection with this Agreement.

Without limiting the DPA, in its capacity as processor Scaithan Dubha shall: (a) process Customer Data only on the Customer’s documented instructions, including as regards transfers to a third country, unless required to do otherwise by European Union or Irish law, in which case it will inform the Customer of that legal requirement before processing unless prohibited from doing so; (b) ensure that persons authorised to process Customer Data are subject to appropriate obligations of confidentiality; (c) implement and maintain appropriate technical and organisational measures in accordance with Article 32 GDPR; (d) engage sub-processors only in accordance with the DPA, remain liable for their performance, and give the Customer prior written notice of any intended change to the Sub-Processor List together with an opportunity to object as set out in the DPA; (e) taking into account the nature of the processing, assist the Customer by appropriate technical and organisational measures in responding to data subject requests and in meeting the Customer’s obligations under Articles 32 to 36 GDPR; (f) notify the Customer without undue delay after becoming aware of a personal data breach affecting Customer Data; (g) at the end of the provision of services, delete or return Customer Data in accordance with clause 11.4 and the DPA; and (h) make available to the Customer the information necessary to demonstrate compliance with Article 28 GDPR and allow for and contribute to audits as set out in the DPA.

Scaithan Dubha shall not transfer Customer Data outside the European Economic Area unless the transfer is to a country that is the subject of a European Commission adequacy decision or is subject to appropriate safeguards under Chapter V GDPR (including the European Commission’s Standard Contractual Clauses, supplemented where necessary), as further detailed in the DPA and the Sub-Processor List.

The DPA is a separate document. Customers must sign or accept the DPA before or at the same time as these Terms. A copy is available on request from [email protected]. Details of how Scaithan Dubha processes personal data are set out in the Odinseye Privacy Policy.

8. Service levels

8.1 Uptime commitment

Scaithan Dubha will use commercially reasonable efforts to make the Platform available with a monthly uptime of 99.9%, measured over each calendar month during the Subscription Term (“Uptime Commitment”).

Service tier	Monthly uptime target	Max. monthly downtime	Service credit
Standard (all Customers)	99.9%	43.8 minutes	See clause 8.5

8.2 Exclusions

The Uptime Commitment does not apply to unavailability caused by:

scheduled maintenance (notified to the Customer at least 48 hours in advance);
emergency maintenance required to address a security vulnerability or system integrity issue;
factors outside Scaithan Dubha’s reasonable control, including acts of God, internet service provider failures, or third-party infrastructure outages (including the sub-processors listed in the Sub-Processor List);
the Customer’s own acts or omissions, including misuse of the Platform, misconfiguration, or exceeding applicable usage limits;
force majeure events as described in clause 14.

8.3 Measurement

Uptime is calculated as: ((Total minutes in month − Downtime minutes) ÷ Total minutes in month) × 100. Scaithan Dubha’s monitoring systems are the authoritative record of uptime. The Customer may raise a dispute within 10 business days of the end of the relevant month.

8.4 Incident response

Scaithan Dubha will publish Platform status at a status page made available to Customers. In the event of a P1 (complete Platform outage) incident, Scaithan Dubha will:

acknowledge the incident within 1 hour of detection;
provide status updates at least every 2 hours during the incident;
aim to restore service within 4 hours, where the cause is within Scaithan Dubha’s reasonable control.

8.5 Service credits

If the Platform fails to meet the Uptime Commitment in any calendar month, the Customer may request a service credit calculated as follows:

Uptime between 99.0% and 99.9%: credit equal to 5% of the monthly Fee for the affected month.
Uptime below 99.0%: credit equal to 10% of the monthly Fee for the affected month.

Service credits must be claimed in writing within 30 days of the end of the affected month. Credits are applied against future invoices and are the Customer’s sole and exclusive remedy for any failure by Scaithan Dubha to meet the Uptime Commitment. Credits do not constitute a waiver of any other right or remedy available to the Customer.

Service credits are capped at 10% of the monthly Fee per month and may not be exchanged for cash. They are not available where the Customer has outstanding unpaid Fees.

9. Warranties

9.1 Mutual warranties

Each party warrants that: (a) it has full power and authority to enter into this Agreement; (b) this Agreement constitutes its valid and binding obligation; and (c) its performance of this Agreement will not violate any applicable law or any obligation owed to a third party.

9.2 Scaithan Dubha warranties

Scaithan Dubha warrants that:

the Platform will perform materially in accordance with its then-current documentation during the Subscription Term;
it will implement and maintain appropriate technical and organisational security measures to protect Customer Data, as described in the DPA;
it holds, and will maintain throughout the Subscription Term, all licences and permissions required to provide the Platform.

9.3 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE PLATFORM IS PROVIDED “AS IS”. TO THE FULLEST EXTENT PERMITTED BY IRISH LAW, SCAITHAN DUBHA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SCAITHAN DUBHA DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM HARMFUL COMPONENTS, OR THAT IT WILL MEET THE CUSTOMER’S SPECIFIC REQUIREMENTS BEYOND THOSE SET OUT IN THE DOCUMENTATION.

10. Limitation of liability

10.1 Exclusion of consequential loss

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY: (A) LOSS OF PROFITS; (B) LOSS OF REVENUE; (C) LOSS OF BUSINESS OR CONTRACTS; (D) LOSS OF ANTICIPATED SAVINGS; (E) LOSS OF GOODWILL OR REPUTATION; (F) LOSS OR CORRUPTION OF DATA (BEYOND SCAITHAN DUBHA’S OBLIGATIONS UNDER THE DPA); OR (G) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, IN EACH CASE HOWSOEVER ARISING, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS.

10.2 Aggregate liability cap

SUBJECT TO CLAUSE 10.3, EACH PARTY’S TOTAL AGGREGATE LIABILITY TO THE OTHER UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO SCAITHAN DUBHA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Subject to clauses 10.3 and 10.4, the 12-month fee cap is the maximum Scaithan Dubha will pay out under any claim. Customers should ensure they carry appropriate insurance for losses that may exceed this amount.

10.3 Uncapped liabilities

Nothing in this Agreement limits or excludes either party’s liability for:

death or personal injury caused by negligence;
fraud or fraudulent misrepresentation;
any liability that cannot be limited or excluded by Irish law;
the Customer’s obligation to pay Fees due under this Agreement.

10.4 Enhanced cap for data protection claims

Notwithstanding clause 10.2, Scaithan Dubha’s total aggregate liability for a material breach of the DPA that results in a regulatory fine or penalty imposed on the Customer directly attributable to Scaithan Dubha’s failure to comply with its obligations as processor shall be subject to a separate cap equal to the total Fees paid or payable by the Customer in the twelve (12) months immediately preceding the event giving rise to the claim. This separate cap applies in place of, and not in addition to, the general cap in clause 10.2 in respect of the same claim. Nothing in this clause 10 limits either party’s liability to a data subject under Article 82 GDPR, or affects the allocation of responsibility between controller and processor under Article 82(5) GDPR as set out in the DPA, in each case to the extent such liability cannot lawfully be limited.

10.5 Mitigation

Each party has a duty to take reasonable steps to mitigate any loss or damage it suffers. Failure to mitigate may reduce the amount recoverable.

11. Term and termination

11.1 Subscription Term

This Agreement commences on the date the Customer first accepts these Terms or executes an Order Form (whichever is earlier) and continues for the initial Subscription Term specified in the Order Form. Unless either party provides written notice of non-renewal at least 60 days before the end of the then-current Subscription Term, the Agreement will automatically renew for successive periods equal to the initial Subscription Term at the then-current Fees.

11.2 Termination for convenience

The Customer may terminate this Agreement at any time by providing 60 days’ written notice to Scaithan Dubha. Fees paid in advance for any unexpired period beyond 60 days from the notice date will not be refunded, except as provided in clause 11.4.

11.3 Termination for cause

Either party may terminate this Agreement with immediate effect by written notice if:

the other party commits a material breach of this Agreement and (where remediable) fails to remedy that breach within 30 days of receiving written notice specifying the breach;
the other party becomes insolvent, is unable to pay its debts as they fall due, has a receiver, examiner, or liquidator appointed, or takes any analogous step in any jurisdiction.

Scaithan Dubha may additionally suspend or terminate the Customer’s access to the Platform immediately and without prior notice in accordance with the Acceptable Use Policy where the Customer’s misuse poses an ongoing or imminent risk of harm, unlawful processing, or regulatory exposure.

11.4 Effect of termination

On termination or expiry of this Agreement for any reason:

all licences granted under this Agreement immediately cease;
the Customer must pay all outstanding Fees within 30 days;
Scaithan Dubha will make Customer Data available for export in a structured, commonly used, machine-readable format for a period of 30 days following termination, after which Customer Data will be securely deleted from live systems within 60 days (with residual copies in encrypted backups deleted or overwritten within 90 days of deletion from live systems) or anonymised, in accordance with the DPA and section 8.3 of the Privacy Policy, unless and to the extent Scaithan Dubha is required by European Union or Irish law to retain it;
clauses that by their nature should survive (including clauses 5, 6, 7, 9.3, 10, 12, 13, and 15) will continue in force after termination.

Where Scaithan Dubha terminates for the Customer’s material breach or misuse, no refund of prepaid Fees is due. Where the Customer terminates due to Scaithan Dubha’s uncured material breach, Scaithan Dubha will refund a pro-rated portion of any prepaid Fees covering the period after termination.

12. Indemnity

12.1 Customer indemnity

The Customer shall indemnify, defend, and hold harmless Scaithan Dubha and its officers, directors, employees, and agents against any claims, losses, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

the Customer’s or any Authorised User’s breach of this Agreement, the DPA, or the Acceptable Use Policy;
any claim by a Worker, data subject, or third party arising from the Customer’s failure to comply with its obligations as data controller;
any regulatory investigation, enforcement action, or fine imposed on Scaithan Dubha as a direct result of the Customer’s unlawful processing of personal data through the Platform.

12.2 IP indemnity by Scaithan Dubha

Scaithan Dubha shall indemnify the Customer against any third-party claim that the Customer’s use of the Platform in accordance with this Agreement infringes any intellectual property right, provided that the Customer: (a) promptly notifies Scaithan Dubha in writing; (b) gives Scaithan Dubha sole control of the defence and settlement; and (c) provides reasonable assistance. This indemnity does not apply to claims arising from Customer Data, Customer modifications, or use of the Platform in combination with third-party products not approved by Scaithan Dubha.

13. Dispute resolution

13.1 Negotiation

If a dispute arises out of or in connection with this Agreement, either party may give written notice to the other specifying the dispute (“Dispute Notice”). Within 15 business days of a Dispute Notice, senior representatives of both parties with authority to settle shall meet (in person or by video conference) and attempt in good faith to resolve the dispute.

13.2 Mediation

If the dispute is not resolved within 30 days of the Dispute Notice (or such longer period as the parties agree in writing), either party may refer the dispute to mediation administered by the Mediators’ Institute of Ireland (MII) or such other mediator as the parties agree. The costs of mediation shall be shared equally unless the mediator determines otherwise. Mediation is confidential and without prejudice to the parties’ legal positions.

The Mediation Act 2017 (Ireland) requires solicitors to advise clients to consider mediation before litigation. Both parties are encouraged to engage in good faith with the mediation process before incurring the cost and delay of court proceedings.

13.3 Litigation

If the dispute is not resolved through mediation within 60 days of the referral to mediation (or such longer period as the parties agree), either party may commence proceedings in the Irish courts in accordance with clause 15.2. Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from the courts at any time.

14. Force majeure

Neither party shall be in breach of this Agreement or liable for any delay or failure to perform its obligations to the extent that such delay or failure results from circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, civil unrest, government action, strikes or industrial action (other than by its own employees), or failures of third-party infrastructure providers (“Force Majeure Event”).

The party affected by a Force Majeure Event shall notify the other party as soon as reasonably practicable and shall use commercially reasonable efforts to mitigate the effects and resume performance. A Force Majeure Event does not relieve the Customer of its obligation to pay amounts already due, and does not relieve Scaithan Dubha of its obligation to maintain the security measures required by the DPA to the extent reasonably practicable in the circumstances. If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate this Agreement on written notice without liability, save that the Customer shall pay for all services received up to the date of termination.

15. General

15.1 Governing law

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of Ireland.

15.2 Jurisdiction

Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, subject to clause 13.

15.3 Entire agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings. Each party acknowledges that it has not relied on any statement, representation, assurance, or warranty other than those expressly set out in this Agreement.

15.4 Amendments

Scaithan Dubha may amend these Terms by providing at least 30 days’ written notice to the Customer. Continued use of the Platform after the effective date of any amendment constitutes acceptance. Where an amendment is material and the Customer does not wish to accept it, the Customer may terminate the Agreement in accordance with clause 11.2 without penalty, provided it does so before the amendment takes effect.

15.5 Assignment

The Customer may not assign, transfer, or novate this Agreement or any rights under it without Scaithan Dubha’s prior written consent. Scaithan Dubha may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee assumes all of Scaithan Dubha’s obligations under this Agreement.

15.6 Waiver

No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy. A waiver of any breach does not constitute a waiver of any subsequent breach.

15.7 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions shall continue in full force and effect.

15.8 Notices

Notices under this Agreement must be in writing and delivered by: (a) email to the addresses specified in the Order Form or as updated by written notice, with confirmation of receipt; or (b) recorded delivery to the registered address of the relevant party. Notices by email are effective on confirmed receipt; notices by post are effective two business days after sending.

15.9 Third-party rights

This Agreement does not confer any rights on any third party. The Contracts (Rights of Third Parties) Act does not apply in Ireland; this clause is included for the avoidance of doubt given the cross-border nature of some Customer operations.

15.10 Relationship of the parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.

15.11 Counterparts and electronic execution

This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures and acceptance by clickthrough or checkbox are valid and binding.