General

[1] This Agreement is personal to You and You shall not assign, sub-licence or otherwise transfer this Agreement or any part of its rights or obligations hereunder whether in whole or in part save in accordance with this Agreement and with the prior written consent of Us and You shall not allow the Software to become the subject of any charge, lien or encumbrance of whatever nature. Nothing in this Agreement shall preclude Us from assigning the Software or our rights and obligations under this Agreement to a third party and You hereby consent to any such future assignment.

If any provisions of the Agreement are held to be unenforceable, illegal or void in whole or in part, the remaining portions of the Agreement shall remain in full force and effect and both parties shall negotiate in good faith in such event or in the event of a change in any rule, regulation or law which has a material impact on the performance of the obligations of both parties out of this Agreement.

This Agreement and all relationships created hereby and all disputes arising out of or in any way related to this Agreement will in all respects be governed by and construed in accordance with the laws of Ireland. The parties hereby submit to the exclusive jurisdiction of the Irish Courts.

A waiver by either party to this Agreement of any breach by the other party of any of the terms of this Agreement or the acquiescence of such party in any act which but for such acquiescence would be a breach as aforesaid, will not operate as a waiver of any rights or the exercise thereof.

Any notice required or permitted under this Agreement shall be sent in writing by registered post (or some equivalent service) to the address of the other party as set out in this Agreement (unless otherwise notified in writing by the other party). Any notice so given shall be deemed to have been received on the third day following the day it was posted.

In this Agreement, the masculine gender shall include the feminine and neuter and the singular number shall include the plural and vice versa and words importing persons shall include firms, individuals or companies and the section headings shall not be considered as part of or affect the construction or interpretation of this Agreement.

Amendments to or modifications of this Agreement may be made only by agreement of the Parties in writing and signed by the Parties’ authorised representatives.

This Agreement represents the entire of the understanding of the Parties concerning the subject matter hereof and, overrides and supersedes all prior promises, representations, understandings, arrangements, agreements, concerning the same which are hereby revoked by mutual consent of the Parties.

This Agreement shall become effective only upon the same being executed by or on behalf of all Parties hereto.

The contents of the Proposal form part of this Agreement and shall have as full effect as if they were incorporated into the body of this Agreement. In the event of any conflict arising between the provisions of the clauses of the Agreement and any Section of the Proposal, the provisions of the clauses of this Agreement shall take precedence.