Weddingsonline.ie Ltd - General Website Terms & Conditions
Please read these Weddingsonline.ie Ltd General Website Terms and Conditions (“ Terms”) carefully. These Terms govern access to and use of the Weddingsonline.ie Ltd (“ WOL,” “ we” or “us”) website and services (collectively, the “Site”) by site visitors (“ Site Visitors”) and by individuals or entities who use services, including WOL Contracts, as defined in the Service Schedule for WOL Contracts, (“ WOL Services”) or create an account (“Account”) and their Authorised Users (collectively, “ Customers”). By using the Site or any WOL Services, you as a Site Visitor or Customer accept these Terms (whether on behalf of yourself or the legal entity you represent). An “ Authorised User ” of a Customer is each an individual natural person, whether an employee, business partner, agent or contractor of a Customer who is registered or permitted by Customer to use the WOL Services on its behalf, subject to these Terms. Customers and Site Visitors may be referred to in these Terms as “ you” and “ your”, as applicable.
If you are a Customer and you or your organisation are bound by a contract with WOL (“ Commercial Terms”), then these Terms will apply to the use of the Site or any WOL Services to the extent that such use is not already governed by the Corporate Terms. For the avoidance of doubt, all references to the “Site” in these Terms also includes the WOL Services.
In accessing, using or downloading any material(s) from the Site, you agree to be bound by these Terms. If you do not agree to these Terms, you must cease using the Site immediately.
1. THE SITE & THE TERMS
1.1 This Site is owned and operated by Weddingsonline.ie Limited, incorporated inIreland with company number 318585 whose registered office address is Swords Business Campus, Balheary Road, Swords, Co Dublin. This Site is established in Ireland in accordance with and subject to the laws of Ireland and will be governed by the laws of Ireland. When you use the Site, you accept that your use of the Site and any information on the Site (including these Terms), will also be governed by the laws of Ireland and if any claim or dispute arises from your use of the Site and any of the information on it, you agree that the Irish courts will have exclusive jurisdiction over all such claims or disputes.
1.2 Access to the Site is provided “ as is” and on an “ as available” basis. We may alter, suspend or discontinue the Site (or any part of it) at any time and without notice. We will not be liable to you in any way if the Site (or any part of it) is unavailable at any time and for any period.
1.3 We may revise these Terms from time to time to reflect changes in the law or to WOL Services. When we update these Terms, we will ask Customers to accept them before accessing the Site. Site Visitors should regularly check this page for updates to the Terms.
2. ACCOUNTS & COMMUNICATIONS
2.1 Customers may need to register for a WOL Account to place orders with WOL suppliers or partners (“ WOL Suppliers ”) or to access a WOL Service. Account information provided by Customers must be accurate, current and complete. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up-to-date. If any Authorised User stops working for Customer, Customer must immediately terminate that person’s access to its Account and any WOL Service. Customer will be responsible for any and all actions taken using its and its users’ accounts, passwords or access credentials.
2.2 Customer must notify WOL immediately of any breach of security or unauthorised use of its Account. Accounts are granted to specific Customers and must not be shared with others.
2.3 You may not create an Account if you are under 18 years of age.
2.4 We recommend that you choose a strong password for your Account. It is your responsibility to keep your password safe. You must not share your Account with anyone else. If you believe your Account is being used without your permission, please contact us immediately at [email protected] We will not be liable for any unauthorised use of your Account.
2.5 You must not use anyone else’s Account.
2.7 If you wish to close your Account, you may do so at any time. Closing your Account will remove access to any areas of the Site requiring an Account for access.
2.8 From time to time, we will send you communications about the Site and WOL Services (“ Communications”). You agree to receive all communications, agreements, and notices that we provide in connection with your Account and any WOL Services, including, but not limited to, Communications related to our delivery of the WOL Services and your activity on the WOL Services, via electronic means, which may include by e-mail, text, in-app notifications, or by posting them on the Site or through any WOL Services. You agree that all Communications we provide to you electronically satisfy any legal requirement that such Communications be in writing or be delivered in a particular manner and you agree to keep your Account contact information current.
2.9 We will never send you marketing emails of any kind without your express consent. If you do give such consent, you may opt out at any time. Any and all marketing emails sent by WOL include an unsubscribe link. If you opt out of receiving emails from us at any time, it may take up to 7 business days for WOL to comply with your request. During that time, you may continue to receive emails.
2.10 For questions or complaints about communications from us (including, but not limited to marketing emails), please contact us at [email protected]
3. USAGE AND ACCESS RIGHTS
3.1 If WOL has previously prohibited you from accessing the Site or using the WOL Services, you are not permitted to access the Site or use the WOL Services. If you are agreeing to these Terms, as an Authorised User, on behalf of an organisation or entity, you represent and warrant that you are authorised to agree to these Terms on that organisation or entity’s behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refers to that organisation or entity).
3.2 Subject to these Terms, we grant you a limited, non-exclusive and non-transferable license to access and use the Site for your personal or internal business purposes. You shall not use or permit use of the Site for any illegal purpose or in any manner inconsistent with the provisions of these Terms. If you are or become a direct competitor of WOL, you may not access or use the WOL Services without WOL’s explicit, advance, written consent, and then only for the purposes authorised in writing by WOL. Except as otherwise restricted by these Terms, WOL grants you permission on a non-exclusive, non-transferable, limited basis to display, copy, and download content and materials on the Site.
4. AUTHORISED USERS
4.1 Authorised Users of Customers must be identified by a unique email address and user name and only one person may use the WOL Services using the unique email address and user name. If the Authorised User is not an employee of Customer, use of the WOL Services will be allowed only if the user is under contractual and confidentiality obligations with the Customer at least as restrictive as those in these Terms, and is accessing or using the WOL Services solely to support Customer’s internal business purposes.
5.1 By using the Site and any WOL Service, you agree not to engage in any activity or transmit any information that, in WOL’s sole discretion:
5.1.1 Is illegal, or violates any laws or regulation or incites or advocates illegal activity;
5.1.2 Violates any third-party rights, including, but not limited to, the right to privacy, copyright, trademark, patent, trade secret, or any other intellectual property rights of third parties;
5.1.3 Falsely states, misrepresents, or conceals your affiliation with another person or entity;
5.1.4 Uploads or distributes, or attempts to upload or distribute, any viruses or other code, programmes or files that may interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;
5.1.5 Attempt to or actually interfere with, disrupt, disable, overburden, or destroy the functionality or use of the Site, or the servers or networks connected to the Site, or any of the WOL Services;
5.1.6 Activity which is considered hacking or accessing without WOL’s permission, the Site or WOL Services;
5.1.7 Reverse engineers, disassembles, decompiles or otherwise attempts to derive source code from the Site, except to the extent expressly permitted by applicable law and then only with advance notice to WOL;
5.1.8 Disable, damage, circumvent, removes or otherwise interfere with the Site and any security-related features, or features that enforce limitations on use of the Site;
5.1.9 Any activity such as “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or customers or other information from the Site or WOL Services;
5.1.10 Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, discriminatory, sexually explicit or pornographic, vulgar, profane, obscene, libellous, considered hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;
5.1.11 uses or permits the WOL Services to be used for any illegal or misleading purpose, or any manner inconsistent with these Terms; or
5.1.12 Frame the Site, place pop-up windows over its pages, or in any other way, affect the display of the Site pages. You may link to the Site, provided that you acknowledge and agree that you will not link the Site to any website containing any inappropriate, profane, discriminatory, defamatory, infringing, obscene, indecent, or unlawful topic or that violates any intellectual property, proprietary, privacy, or any other rights of third parties. Any violation of this provision may, in our sole discretion, result in termination of your use of and access to the Site effective immediately.
6.1 “ Confidential Information ” means (a) for WOL, the WOL Services and any associated documentation or information; (b) for Customer, User Documents (as defined at 8.1 below); (c) any other information that is explicitly disclosed as confidential information or that due to the nature of the information, any recipient would clearly understand it to be confidential information. Confidential Information shall not include any information that: (i) was or becomes generally known to the public through no fault or breach of these Terms; (ii) was rightfully in the recipient’s possession at the time of disclosure without restriction on use or disclosure; (iii) was independently developed by the recipient without use of the disclosing party’s Confidential Information; or (iv) was rightfully obtained by the recipient from a third party not under a duty of confidentiality and without restriction on use or disclosure.
6.2 The recipient of the Confidential Information will: (a) use the Confidential Information solely for the purpose for which it is provided; (b) not disclose such Confidential Information to a third party, except as may be required by law or on a need-to-know basis to its lawyers, auditors, consultants, and service providers who are under confidentiality obligations which are, at a minimum, commensurate with the confidentiality obligations in these Terms; and (c) protect such Confidential Information from unauthorised use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information. Notwithstanding the foregoing, Customer expressly authorises WOL to use and process Customer data in accordance with Service Schedule for WOL Contracts, which provides for, but is not limited to, delivering User Documents as instructed by Customer’s use of the WOL Contracts and sharing Transaction Data (as defined in the Service Schedule for WOL Contracts) with individuals who are authorised to view, approve or sign User Documents created by the Customer.
6.3 WOL may be required by law to disclose Confidential Information to governmental or other authorities, regulatory bodies or courts of law. If permitted to do so, WOL will provide Customers with written notice prior to making such disclosure.
7. INTELLECTUAL PROPERTY
7.1 The Site and the copyright and other intellectual property rights subsisting in the Site and WOL Services, unless specifically labelled otherwise, is owned by WOL or has been licensed for use by WOL. All Site content (“ Content”) is protected by applicable Irish and international intellectual property laws and treaties.
7.2 Customer acknowledges and agrees that it has no right to obtain a copy of the software behind any WOL Service and that WOL, at its option, may make updates, bug fixes, modifications or improvements to the WOL Services from time-to-time.
7.3 The trademarks, logos and service marks displayed on the Site (collectively, the “Trademarks”) are registered and unregistered Trademarks of WOL and others. The Trademarks may not generally be used in any advertising or publicity, or otherwise to indicate an affiliation with WOL's without WOL's prior express written permission.
7.4 Customer may not reproduce, copy, distribute, sell, rent, sub-licence, store, or in any other manner re-use Content from the Site unless given express written permission to do so by WOL, except that you may
7.4.1 Access, view and use the Site in a web browser (including any web browsing capability built into other types of software or app);
7.4.2 Download any Content where we have provided a link enabling you to do so;
7.4.3 Download the Site (or any part of it) for caching;
7.4.4 Download extracts from pages on The Site;
7.4.5 Download User Documents and
7.4.6 Save pages from the Site for later and/or offline viewing.
7.5 WOL’s status as the owner and author of the Content on The Site (or that of identified sub-contractors and licensors, as appropriate) must always be acknowledged.
8. SUBMISSIONS TO THE SITE
8.1 The Site or WOL Services may enable you to submit, post, upload, or otherwise make available (collectively, " Post") content such as reviews, questions, public messages, ideas, product or service feedback, comments, and other content (collectively, " User Content") that may or may not be viewable by other users. If you Post User Content, unless we indicate otherwise, you grant us a nonexclusive, royalty-free, and fully sublicensable right to access, view, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display such User Content throughout the world in any form, media, or technology now known or hereafter developed. You also permit any other user to view, copy, access, store, or reproduce such User Content for that user’s personal use. You grant us the right to use the name and other information about you that you submit in connection with such User Content. You represent and warrant that: (a) you own or otherwise control all of the rights to the User Content that you Post; (b) the User Content you Post is truthful and accurate; and (c) use of the User Content you Post does not violate these Terms or any applicable laws. For the avoidance of doubt, User Content does not include any document, such as a contract, disclosure, or notice that you upload to the WOL Contracts for processing (“ User Documents”).
8.2 You acknowledge and agree that WOL and its sub-contractors may or may not, at WOL's discretion, pre-screen User Content before being published on the Site or WOL Services, but that WOL has no obligation to do so. You further acknowledge and agree that WOL reserves the right (but does not assume the obligation) in its sole discretion to reject, move, edit, or remove any User Content that is contributed to the Site or WOL Services. Without limiting the foregoing, WOL and its sub-contractors shall have the right to remove any User Content that violates these Terms or is otherwise objectionable at WOL's sole discretion. You acknowledge and agree that WOL does not verify, adopt, ratify, or sanction User Content, and you agree that you must evaluate and bear all risks associated with your use of User Content or your reliance on the accuracy, completeness, or usefulness of User Content.
8.3 Notwithstanding any other provision of these Terms, WOL acknowledges that, as between the parties, all Confidential Information uploaded by Customers, is exclusively owned by the Customer. Nothing in these Terms grants WOL any right, title or interest in or to any of the Customer’s Confidential Information.
8.4 Customer shall be responsible for all User Data and User Documents provided to or uploaded to the Site or WOL Services. Customer is solely responsible for determining the suitability of the content uploaded to WOL Services and it is the Customers’ responsibility to comply with all applicable laws and regulations, including for the avoidance of doubt, all laws relating to consumer law and compliance with data protection and privacy legislation.
10. CUSTOMER WARRANTIES.
10.1 Customer hereby represents and warrants to WOL that:
10.1.1 It has all requisite capacity, rights and authority to use the WOL Services, as set out in these Terms;
10.1.2 It is responsible for all use of the WOL Services associated with its Account(s);
10.1.3 It is solely responsible for maintaining the confidentiality of its Account names and password(s);
10.1.4 It agrees to immediately notify WOL of any unauthorised use of Customer’s Account or breach of confidentiality or laws including data protection and privacy laws, of which it becomes aware;
10.1.5 It agrees that WOL will not be liable for any losses incurred as a result of a third party's use of Customer Account;
10.1.6 It will use the WOL Services for lawful purposes only and subject to these Terms;
10.1.7 Any information it submits to WOL is true, accurate, and correct and it will maintain, update and keep current all information submitted to WOL; and
10.1.8 It will not attempt to gain unauthorised access to the Site or the WOL Services, other Accounts, computer systems, or networks under the control or responsibility of WOL through any means including hacking, cracking, password mining, or any other means.
11.1 A Site Visitor may terminate its use of the Site at any time by ceasing further use of the Site. WOL may terminate your use of the Site and deny you access to the Site in our sole discretion for any reason or no reason, including for violation of these Terms.
11.2 WOL may suspend any use of the WOL Services, remove any content or disable or terminate any Account or Authorised User that WOL reasonably and in good faith believes violates these Terms.
11.3 For commercial Customers who are or have been a party to Commercial Terms, WOL will terminate the Account on the expiration or termination of the related Commercial Terms.
12.1 Nothing on the Site constitutes advice from WOL or WOL Suppliers upon which you should rely.
12.2 Insofar as is permitted by law, WOL makes no representation, warranty, or guarantee that the Site will meet your requirements, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.
12.3 WOL will make reasonable efforts to ensure that the content on the Site is complete, accurate, up-to-date and error free. We do not, however, make any representations, warranties or guarantees (whether express or implied) that the content is complete, accurate, up-to-date or error free.
12.4 WOL is not responsible for the content or accuracy, or for any opinions, views, or values expressed in User Content. Any such opinions, views, or values are those of the relevant user and do not reflect WOL’s opinions, views, or values in any way.
12.5 WOL assumes no responsibility for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage of any nature whatsoever resulting from your access to and use of WOL services, documentation, and Site; (iii) any unauthorised access to or use of our servers and/or any and all personal information and/or financial information stored therein; (iv) any interruption or cessation of transmission to or from the Site; (v) any bugs, viruses, trojan horses, or similar that may be transmitted to or through the Site through the actions of any third party; (vi) any loss of your data or content from the site; and/or (vii) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted.
12.6 With the exception of the Deposit Guarantee Plan (details of which can be found here), WOL does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Site, and WOL will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services. You are solely responsible for all of your communications and interactions with other persons or entities with whom you communicate or interact with as a result of your use of the Site.
13.1 Customer agrees to indemnify, defend and hold WOL, its officers, directors, employees, suppliers, consultants, and agents harmless from any and all claims, liability, damages, and costs (including, but not limited to, legal fees) arising from or related to:
- 13.1.1. Customer access to and use of the Site;
- 13.1.2 Any breach of these Terms by Customer or its Authorised Users;
- 13.1.3 Infringement of any intellectual property or other right of any person or entity by Customer;
- 13.1.4 The nature and content of all Customer data processed by WOL Services; and
- 13.1.5 Any products or services purchased or obtained by Customer in connection with the Site.
14.1 To the fullest extent permissible by law, we accept no liability to Customers for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) the Site, WOL Contracts or any WOL Services or the use of or reliance upon any Content included on the Site.
14.2 With the exception of the Deposit Guarantee Plan (details of which can be found here), to the fullest extent permissible by law, we exclude all representations, warranties, and guarantees (whether express or implied) that may apply to the Site or any content included on the Site.
14.3 If Customer is operating as a commercial entity, WOL does not accept liability for any indirect or consequential loss including loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
14.4 We exercise all reasonable skill and care to ensure that the Site is free from viruses and other malware. To the fullest extent permitted by law, we accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material or event that may adversely affect your hardware, software, data or other material that occurs as a result of your use of the Site (including the downloading of any User Documents or content from it) or any other site referred to on the Site.
14.5 We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of the Site for any reason.
14.6 With the exception of the Deposit Guarantee Plan (details of which can be found here),WOL’s total liability to Customers for any cause of action arising out of or related to these Terms or to your use of the Site, WOL Contracts or WOL Services, regardless of the forum and regardless of whether any action or claim is based on contract, tort (including negligence), will not exceed €200.00.
14.7 Nothing in these Terms excludes or restricts WOL’s liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law.
15.1 We may provide, or third parties may provide, links to other third-party web sites, services, or resources that are beyond our control. We make no representations as to the quality, suitability, functionality, or legality of any third-party content to which links may be provided, and Customer hereby waives any claim against us with respect to such services. WOL IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE LOCATED OUTSIDE THE SITE OR POSTS OF USER CONTENT.
15.2 Your correspondence or business dealings with, or participation in promotions of, WOL Suppliers, advertisers or partners found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser or WOL Supplier. With the exception of the Deposit Guarantee Plan (details of which can be found here), you agree that we are not responsible or liable for any loss or damage of any sort incurred by you as a result of any business dealings which you have with WOL Suppliers, advertisers or partners or as a result of the presence of such WOL Suppliers, advertisers, partners or any links to third-party websites or resources on the Site.
15.3 Nothing in these Terms shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between WOL and Customer other than the contractual relationship expressly provided for in these Terms. No part of these Terms shall confer rights on any third parties.
15.4 Customer may not assign any of its rights or obligations under these Terms without WOL’s prior written consent. If consent is given, these Terms will bind your successors and assigns. WOL may freely assign its rights, duties, and obligations under these Terms.
15.5 All notices pursuant to these Terms shall be in writing and any notice required or permitted to be given in connection with the WOL Services will be effective only if it is in writing and sent through WOL Services or by registered mail. Notices shall be deemed to be duly given upon receipt if delivered using WOL Services, on the date of mailing, if before 5pm or the following day if after 5pm or, if sent by registered mail, on the third business day from the date of sending.
15.6 WOL will not be liable for any failure or delay in performing its obligations where such failure or delay results from any event that is beyond its reasonable control. Such events include, but are not limited to: power failure, internet failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, epidemic or pandemic, governmental regulation or legislation, guidelines from a government body or any other event that is beyond the control of WOL.
15.7 These Terms contains the entire agreement between the Customer and WOL regarding the Site and WOL Services. Customer acknowledges that, in agreeing to these Terms, it does not rely on any representation, warranty or other provision except as expressly provided in these Terms, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
15.8 No failure or delay by WOL or Customer in exercising any of their rights under these Terms shall be deemed to be a waiver of that right, and no waiver of a breach of any provision of these Terms shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
15.9 In the event that one or more of the provisions of these Terms is found to be unlawful, invalid or otherwise unenforceable, then that provision(s) shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall be valid and enforceable. If any material limitation or restriction on the grant of any license to you under these Terms is found to be illegal, unenforceable, or invalid, the license will immediately terminate.
15.10 The provisions contained in the Service Schedule for WOL Contracts will apply as if set out in the body of these Terms.
SERVICE SCHEDULE for WOL CONTRACTS
This Schedule for WOL Contracts is incorporated into and part of Terms. Unless otherwise defined in this Service Schedule, capitalised terms will have the meaning given to them in the Terms.
“ WOL Contracts” means the on-demand electronic signature WOL Service, which provides online display, certified delivery, acknowledgement, electronic signature, download and storage services for User Documents via electronic means and which facilitates the execution of User Documents between Customers.
“ Message” means an electronic record containing or relating to one or more User Documents.
“ System” refers to the software systems and programmes, the communication and network facilities, and the hardware and equipment used by WOL or its agents to make available the WOL Contracts service via electronic means.
“ Transaction Data” means the metadata associated with a Message (which may include transaction history, method and time of Message deletion, sender and recipient names, image hash value, email addresses, and signature identifiers) that WOL may use to generate and maintain the digital audit trail required by WOL Contracts.
2. CUSTOMER RESPONSIBILITIES
2.1 By using WOL Contracts, Customer acknowledges and agrees to the following:
2.1 That WOL is not a party to any User Document processed through WOL Contracts, and WOL makes no representation or warranty regarding the transactions sought to be effected by Customer(s) in any User Document;
2.2 Customer has exclusive control over and responsibility for the content, quality, and format of any User Document and for ensuring compliance with all relevant laws, including, for the avoidance of doubt, all consumer related legislation and data protection and privacy legislation. Without limiting the foregoing, all User Documents, together with any messages included within a Message, stored by WOL on the System are maintained in an encrypted form, and WOL has no control of or access to their contents except to the extent access is requested in writing and made available by Customer to WOL;
2.3 Certain types of agreements and documents are not suitable for electronic signatures, for example wills and deeds or may be subject to specific regulations or laws. WOL is not responsible or liable to determine whether any particular User Document is suitable or not for electronic signature;
2.4 Provided WOL Suppliers continue to subscribe with WOL, WOL will store executed User Documents for 7 years. It is the responsibility of the Customer to determine how long any contracts, documents, and other records are required to be retained or stored under all applicable laws and regulations. WOL is not responsible for or liable to produce any of Customer’s User Documents or other documents to any third parties unless required by law;
2.5 If Customer is operating as a commercial entity, Customer undertakes to determine whether any consumer (as defined in the Consumer Protection Act 2007 , as amended, or as defined in any other applicable Irish laws) is involved in any User Document uploaded to WOL Contracts for processing and, if so, it is the responsibility of that Customer to ensure compliance with all consumer protection and data protection and privacy laws and all other relevant legislation and WOL will not be responsible for or held liable for any breach of such laws; and
2.6 Customer confirms and agrees it is solely responsible for the accuracy and appropriateness of instructions given by it and its Authorised Users to WOL in relation to WOL Contracts and WOL Services, including without limitation any actions or instructions taken by Authorised Users.
3. USER DOCUMENTS
3.1 WOL will electronically store User Documents for 7 years. However, WOL may set and enforce capacity and storage limits for reasonable use in order to prevent abusive or unduly burdensome use of WOL Contracts. Customer may access, download and store copies of User Documents outside of the System at any time and may also delete User Documents from the System, at its sole discretion. WOL is not responsible for any deletion of documents by Customer and, if so requested, WOL may not be able to retrieve deleted User Documents for Customers.
3.2 Where User Documents remain uncompleted for longer than 6 months from the date of the User Document creation, WOL may, at its sole discretion, delete the uncompleted User Documents from the System, immediately and without notice to Customers. . WOL assumes no liability or responsibility for a Customer’s failure or inability to electronically sign any User Documents within such a period of time.
3.3 In the event that WOL deletes an Account pursuant to these Terms or at the request of the Customer, all User Documents contained in that Account will be deleted.
3.4 WOL may retain Transaction Data for legitimate business purposes and for as long is required to evidence the execution of User Documents.
4.1 The Customer agrees that it is responsible for its use of WOL Contracts and all data stored on WOL Contracts and WOL Services. Customer is responsible for all actions taken by it and its Authorised Users and for ensuring the management of Authorised User’s access to and activity on WOL Contracts and WOL Services.
4.2 Customer agrees that it will take all appropriate measures in relation to security, protection, deletion, and backup of Customer data and User Documents. Customer acknowledges that WOL has no obligation to protect Customer data, including personal data, which Customer downloads, stores or transfers outside of WOL Contracts.
4.3 WOL uses reasonable technical and organisational measures which are designed to prevent unlawful or unauthorised access, use, alteration, or disclosure of Confidential Information and Customer data.
5. DATA PROTECTION
5.1 The provisions contained in the Data Protection Schedule will apply as if set out in the body of this Service Schedule.
DATA PROTECTION SCHEUDLE
This Data Protection Schedule for WOL Contracts is incorporated into and part of the Service Schedule for WOL Contracts. This Data Protection Schedule governs the Processing of Personal Data by WOL as a Processor on behalf of Customer.
Unless otherwise defined in this Data Protection Schedule, capitalised terms will have the same meaning given to them in the Terms or Service Schedule.
When Customers interact with each other to review and/or sign contracts through WOL Contracts, WOL processes and stores certain personal data on the Supplier’s behalf, as a data processor (“Processor”) and in accordance with their instructions. In those instances, the Supplier is the data controller (“Controller”) and is responsible for most aspects of the processing of the personal data.
2. Definitions & Table of Information
|Data Protection Legislation:||means all legislation in force in Ireland from time to time relating to data protection and privacy including, but not limited to, the Data Protection Acts 1988 to 2018, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”), the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 and any other directly applicable EU regulations relating to data protection and privacy and/or any amending or successor legislation in Ireland relating to data protection and privacy;|
|Type of personal data which may be processed through the use of WOL Contracts:||
|Purposes:||Processed for the purposes of providing WOL Services to facilitate the upload, review, execution, download and storage of User Documents through WOL Contracts.|
|Entities who Processor may share data with:||Processor may share personal data with State and regulatory authorities (if required by law), sub-contractors and its professional advisors e.g. accountants, legal advisors, IT providers etc in relation to the Purpose.|
3. Data Processing
3.1 In this Schedule: “ personal data”, “data subject”, “Controller”, “ Processor” “personal data breach” and “processing” have the meaning ascribed to them in Article 4 of GDPR.
3.2 All personal data will be collected, processed, and held by the Processor in accordance with this Schedule and Data Protection Legislation. Neither this Clause 3 nor any other provisions of this Agreement will relieve either the Controller or the Processor of any obligations set out in the Data Protection Legislation and will not remove or replace any of those obligations.
3.3 The Controller will ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Processor for the Purposes described in this Data Protection Schedule.
3.4 The Processor will, with respect to any personal data processed by it in relation to its performance of any of its obligations:
3.4.1 Process the personal data only in accordance with the written instructions of the Controller, unless the Processor is otherwise required to process such personal data by law. The Processor will promptly notify the Controller of such processing unless prohibited from doing so by law;
3.4.2 Ensure that it has in place suitable technical and organisational measures to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures will be proportionate to the potential harm resulting from a personal data breach, taking into account the current state of the art in technology and the cost of implementing those measures;
3.4.3 Ensure that all individuals who the Processor provides with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential;
3.4.4 Not transfer or authorise the transfer of personal data to countries outside the European Economic Area (EEA), except that such transfer of personal data may be made in accordance with the provisions of articles 45 and 46 of GDPR;
3.4.5 Shall immediately notify the Controller if it receives a request from a data subject under Data Protection Legislation and shall not respond to that request except on the documented instructions of the Controller or as required by law, in which case, the Processor shall to the extent permitted by law inform the Controller of that legal requirement before responding to the request;
3.4.6 Assist the Controller, at the Controller’s cost, in responding to any and all requests from data subjects in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Data Protection Commissioner’s Office);
3.4.7 Notify the Controller without undue delay of a personal data breach, providing the Controller with sufficient information to allow the it to meet any obligations to report or inform data subjects and/or the Data Protection Commissioner of the personal data breach under the Data Protection Legislation;
3.4.8 The Processor shall co-operate with the Controller and take reasonable commercial steps to assist in the investigation, mitigation and remediation of each such personal data breach;
3.4.9 On the Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Controller within 10 business days of the termination of Commercial Terms unless it is required to retain any of the personal data by law; and
3.4.10 Maintain complete and accurate records of all processing activities and technical and organisational measures to ensure a level of security appropriate to the risk. In assessing the appropriate level of security, the Processor shall, in particular, take account of the risks that are presented by the processing, in particular from a personal data breach.
3.5 The Processor may sub-contract any of its obligations with respect to the processing of personal data under this Clause 3 provided that it requires that the sub-contractor is subject to the same obligations contained in this Data Protection Schedule.
3.6 The Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to the personal data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant personal data, as strictly necessary for the Purposes.
3.7 The Processor shall make available to the Controller on request all information necessary to demonstrate compliance with GDPR and this Schedule, and shall allow for and contribute to audits (at the Controller’s cost), including inspections, by the Controller or an auditor mandated by the Controller in relation to the processing of the personal data.