Dated: 14 December 2018
If you do not agree to be bound by this Agreement, do not access or use any part of the Website, Content or the Platform. We reserve the right, with or without notice, to make changes to this Agreement at our discretion. Continued use of any part of the Services constitutes your acceptance of these Terms, as they may appear at the time you access the Services.
By clicking the “I Agree” button, by availing yourself of our Services, or by accessing, visiting, browsing, using or attempting to interact with or use any part of our Services, you agree that you have read, understand, and agree to be bound by this Agreement as well as our Privacy Statement, which is a part of this Agreement and which can be viewed Here
- Who We Are. Eppione Ltd is domiciled in the Republic of Ireland and is a provider of technology and software solutions and human resources consultancy services.
- The Services are only available for persons in those jurisdictions in which the Services may legally be sold. Nothing in the Services shall be considered a solicitation to buy or an offer to sell anything to any person in any jurisdiction in which such offer, solicitation, purchase or sale would be unlawful. Any use of or access to the Services by anyone under 16 years of age is strictly prohibited and in violation of this Agreement.
- Our Services to You. Employers: We will make the Platform available to you provided you create an account and you initiate a subscription. Once you initiate a subscription, you will be allowed to enter human resources and benefit data relating to your employees into the Platform. Information may be entered and edited manually or by providing us with your Account Information (as that term is defined in Section 4) which will allow the Platform to access certain information relative to your employees from other sources.
Employees: Provided your employer has initiated a subscription, we will make the Platform available to you. Once your employer has entered your human resources and benefit data into the Platform, you will be able to access the data and review and edit it as you deem necessary.
Whether you are an employee or an employer, you are not required to purchase insurance products, employee benefits products, or professional advice with respect to any line of your insurance (we call these “Insurance Services”) from us in order to obtain an account and access the Services.
If you live in the Republic of Ireland, and wish to transact Insurance Services, we will refer you to Kindlon Insurances Ltd, which is authorized by the Central Bank of Ireland to transact Insurance Services in the Republic of Ireland.
If you live in the United Kingdom and wish to transact Insurance Services, you agree to (i) designate Eppione Ltd. as your broker of record or agent of record, (ii) authorize us to communicate such designation as broker or agent of record to any insurance carrier, your prior insurance broker and any other person or entity we determine should be advised, (iii) work exclusively with us for such Insurance Services unless we have expressly agreed to collaborate with another insurance broker, and (iv) permit us to receive any commission or other form of compensation that any insurance carrier agrees to pay to us in connection with the provision of Insurance Services. If you do not choose to make us your broker or agent of record for Insurance Services, certain functionality related to Insurance Services may not be available to you in the Services. In the event you avail yourself of the Insurance Services, you will be required to execute a Broker of Record (“BOR”) agreement, which will be annexed to this Agreement as an Exhibit. In the event of any conflict between the terms of these Terms and those contained in the BOR agreement, the terms contained in the BOR agreement will prevail.
You also consent to the electronic disclosure (for yourself and for any person for whom you are the legal guardian) of any notices, including, but not limited to, tax document notices and employee benefits notices, including summary plan descriptions, enrollment information and plan amendments, by us to you. Further, you authorize us to receive such notices electronically on your behalf, and you agree to be notified of such notices electronically. You represent that you have affirmative consent from the company which you represent in accessing the Services, and the individual employees of such company to receive electronic disclosures from us through the Services. You are entitled to withdraw your consent to electronic disclosure at any time by contacting us at email@example.com. If you would prefer to receive documentation by post, we will facilitate this.
Eppione Ltd (UK) is authorized by the Financial Conduct Authority and Prudential Regulation Authority. Our firm reference number is 757722.
- With respect to any and all data entered into the Platform, we remain a Data Processor as defined in the General Data Protection Regulation and Data Protection Act 2018. We receive the information employers collect from employees and process it only as set forth herein and as directed by you through the Platform. Employers are responsible for making any required disclosures to your employees, and obtaining their consent with respect to the transfer of personal information into the Platform.
In order to access or use certain aspects of the Services, we may need your authorization to retrieve and manage information of yours maintained by certain third-party institutions, such as payroll and health insurance companies with which you have customer relationships, manage accounts or engage in transactions. Further, in order for us to provide those aspects of the Services to you, you may be required to provide us with all relevant information, signatures, data, passwords, usernames, PINs and other necessary information, materials and content. We refer to this information collectively as “Account Information”. As between you and us, you own and retain all right, title and interest in and to your Account Information and such information will be used and protected as set forth in our Privacy Statement (link).
You represent and warrant that the Account Information you provide us is accurate and complete, and that you are authorized to submit it to us without any obligations on us, including, but not limited to, the payment of fees. We have no liability or other responsibility for inaccuracy or incompleteness, or your inability to use the Services due to such inaccuracy or incompleteness. You are responsible for the consequences of any instructions you provide us and that we follow.
In order to connect the Services with any third-party service, you designate us as your agent and attorney-in-fact in connection with such services and further specifically authorize us to: (i) store your Account Information, (ii) access the relevant service using the Account Information you provide us, (iii) use and apply any signatures or other materials you provide us in order to provide you the Services, such as to complete a benefits enrollment form or tax document, (iv) gather and export from such service any data or other information reasonably necessary for us to provide the Services to you, and (v) otherwise take any action in connection with such service as reasonably necessary for us to provide the Services to you, including, but not limited to, opening accounts on your behalf at third-party institutions and making changes on your behalf with such third-party institutions and services in order to manage your benefits programs, such as informing your carrier of changes to your company contacts. You agree that those third-party service providers are entitled to rely on the foregoing authorization, agency and power of attorney granted by you.
- Data Protection. For the purposes of this clause 5, “Data Protection Legislation” means: (i) unless and until the General Data Protection Regulation (EU) 2016/679 (“GDPR”) is no longer directly applicable in Ireland, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in Ireland; and then (ii) any successor legislation to the GDPR, and the terms “controller”, “data subject”, “processor”, “personal data”, “process” and “processing” have the meanings given to them by the Data Protection Legislation. We will process personal data in compliance with the Data Protection Legislation.
We acknowledge and agree that for the purpose of the Data Protection Legislation, you are the controller and we are the processor in respect of personal data in any data inputted or transmitted by you, or your employees, agents or subcontractors, or by us on your behalf for the purpose of using the Services or facilitating your use of the Services, from the point when such Customer Data is transferred or transmitted by you to us.
You confirm that you have the legal right to disclose all personal data that you do in fact disclose to us under or in connection with the Contract, and that the processing of that personal data by us for the purposes of providing the Services will not breach any Data Protection Legislation. You will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Data to us for the duration and purposes of the Contract.
All data at rest is stored in Ireland. AWS provide hosting services. If we transfer personal data or allow the transfer of personal data to a third party or outside the EU we as the data controller will ensure the recipient (processor or another controller) has provided the appropriate safeguards and on condition that enforceable data subject rights and effective legal remedies for you the data subject are available.
In respect of the Processing of Personal Data by the Processor under or in connection with the agreement, the Processor shall:
- Only Process the Personal Data in accordance with the agreement or otherwise in accordance with the documented instructions of the Controller from time to time for the purpose of provision of the Services;
- Ensure that all personnel engaged by the Processor in the provision of the Services have entered into a confidentiality agreement or non disclosure agreement with the Processor and shall further ensure that such personnel fulfil the Processor’s obligations under the agreement with regards to the security and protection of Personal Data;
- Implement appropriate technical and organizational measures in respect of the protection of personal Data;
- Cooperate and assist, as requested by the Controller, and put appropriate technical and organizational measures in place to enable the Controller to comply with any exercise of rights by a Data Subject under the General Data Protection Regulation (including, without limitation, in relation to the retrieval and/or deletion of a Data Subject’s personal data.
- ensuring that we will not transfer personal data provided to us by you outside of the European Economic Area (“EEA”), unless such transfer is undertaken in accordance with applicable Data Protection Legislation.
- Assist the Controller in ensuring compliance with its obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the Processing and the information available to the Processor;
- On termination or expiry of the agreement, and accordance with the terms set out in the agreement, at the Controllers option either return the personal data to the Controller or delete or dispose of the personal data at the Controllers request. The Processor shall confirm in writing that this Clause has been complied with in full. The provisions of this clause shall not apply to the extent the Processor is required by European Union or member state law to retain or store the Personal Data
- Make available to the Controller all information necessary for the Controller to demonstrate compliance with the Controllers obligations and obligations of the Processor under Article 28 of the GDPR; and
- Allow for and contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller. The Processor shall be entitled to reasonable remuneration for the provision of such services.
The Controller authorises the Processor to use its agents, personnel and sub processors in the provision of the Services. For the avoidance of doubt this constitutes a general written authorization in accordance with Article 28(2) of the GDPR. Where the Processor subcontracts any of its obligations under the agreement, it shall do so only by way of a written agreement with the sub processor which imposes the same obligations on the sub processor as are imposed on the Processor. In any event, the processor shall be liable for the acts and omissions of its agents, personnel and subprocesors as if such acts and omissions were its own.
The Processor shall notify the Controller as soon as reasonably practicable and in any event within 24 hours of
- Any legally binding request for disclosure of personal data by a law enforcement or other competent authority unless prohibited by law from doing so
- Receiving any correspondence, notice or other communication whether orally or in writing from the relevant data protection regulator or any other regulator or person, relating to the personal data
- Becoming aware of a breach of this clause 5 If you chose to transact Insurances Services with us, we become a Data Controller with respect to that Personal Data. If we process personal data as a controller, we will comply with the provisions of the Data Protection Legislation imposed on a controller.
You will transmit Hosted Data to us through the Platform. You agree not to transmit any Hosted Data to us by any other means, such as email. For clarity, as between you and us, you own and retain all right, title and interest in and to Hosted Data. Upon termination of your use of the Services, we will reasonably cooperate with you to facilitate a final export of your Hosted Data from our systems and thereafter delete any and all remaining Hosted Data from the same, unless otherwise prohibited by law.
“Confidential information” means any information that should reasonably be understood to be confidential given the circumstances surrounding its disclosure. Each party will protect any Confidential Information of the other party which it may receive or otherwise be exposed to in the course of exercising its rights or performing its obligations hereunder. Each party will use the same care to protect the other party’s Confidential Information as it would use to protect its own similar information, but in no event less than reasonable care. Each party will use Confidential Information only for the purpose of fulfilling its obligations or exercising its rights under this Agreement. Neither party will disclose any Confidential Information of the other party to any third party without the prior written consent of the disclosing party.
- Acceptable Use of the Platform, Website and Content. The Platform is intended to allow you to enter, retrieve and maintain human resources and benefits data related to you or your employees only. You are not permitted, and you agree to refrain at all times from using the Platform to gather, enter or process data which does not belong to you or your employees and for which you have not received appropriate authorization from the data subject. You represent and warrant that you have received appropriate consent of each of the data subjects to your collection, processing and transfer.
The Website and Content are for your informational and non-commercial use only. Although we make every attempt to collect information from reliable sources, we cannot and do not warrant the accuracy of any of the information provided. You agree to comply with any user manuals, user guides, technical documentation, instruction, or any other direction or guidance that we provide you through the Services or otherwise.
- Intellectual Property and Our License to You. We hereby grant you, the user, a limited, nonexclusive, non-transferable license to access and use the Services, solely for your personal, internal and non-commercial purposes. All Content, whether contained on the Website or the Platform are protected by copyright, trademark, and other intellectual property laws. Our limited license grant to you does not affect these rights, and we reserve all rights in all of our intellectual property.
- Your License to Us. In consideration of our limited license to you to use our Services, you irrevocably grant us an unlimited, royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to include your business name or logo in a list of customers on our Website or other promotional material, provided that you can deny us this right at any time by submitting a written notice, requesting to be excluded from promotional material. Any other use, such as case studies or use as a reference, shall require your prior written approval. Nothing contained in this Agreement shall be construed as granting or conferring to you, by implication, estoppel, or otherwise, any such rights in or to our Services.
You acknowledge and agree that we may remove all characteristics from the data that allow it to identify any subject and then use, copy, modify, transmit, sell, exploit, create derivative works from, and/or distribute all such data, statistical data, or aggregated data you submit to us within the Platform. If you have a current BOR agreement on file with us, we may analyze the human resources data contained in your account in order to offer you the best employee benefits packages.
- Subscription and Term. Upon your acceptance of these Terms, including our Privacy Statement, your access to the Platform will commence. Employers may delete an account by contacting us. Upon deletion of your account at the Employers option either return the personal data to the Employer or delete or dispose of the personal data. The Processor shall confirm in writing that this Clause has been complied with in full. The provisions of this clause shall not apply to the extent the Processor is required by European Union or member state law to retain or store the Personal Data. Employees must contact their employers (the data controller) to remove their data from the Platform.
At present, our Services are free and are not subject to a fee unless and until you execute a BOR agreement and commence use of our Insurance Services. However, we reserve the right to implement additional pricing as we deem necessary, and will contact you prior to any price increase.
- You may terminate your subscription and this Agreement at any time. In addition, we reserve the right to terminate your subscription in the event that (a) you breach any provision of Section 12 below (“Use Restrictions”); or (b) our Services become obsolete or unusable for the purposes for which we entered into these Terms. In the event we terminate your subscription due to your violation of Section 11 below, your access will immediately and permanently be terminated. Notwithstanding anything contained herein, the provisions of Sections 6, 8, 9, 11, 12, 13, 14, 15, 16 and 21 shall survive termination of this Agreement.
- Use Restrictions. Your access to our Services is limited to your compliance with the following. In the event you do not or cannot adhere to any of the following provisions, your subscription and access to our Services shall immediately and forever be terminated.
- You will not reproduce, duplicate, copy, or resell any part of our Services in a way that is not in compliance with the applicable laws, these Terms or any other written agreement with us. You will not reverse engineer or otherwise derive the source code of the Service software or otherwise modify, reverse compile, disassemble, or translate our Services, or create any derivative works thereof.
- You will not post (electronically or otherwise) any copy of the data resulting from our Services on any website, webpage, or portal of any kind. We provide you access to this information for your own personal information and use. You agree not to use it for commercial purposes.
- You will not use our Services in any way that causes or is likely to cause the Platform, Website or Content or access to any of them to be interrupted, damaged, or impaired in any way. You understand that you are solely responsible for all electronic communications and content sent from computers within your organization to our staff, our Website, and our Content. You will not negatively impact or infect our Services with software viruses or any other harmful or similar computer code designed to adversely affect the operation of any computer software or hardware, commercial solicitation, chain letters, mass mailings, or any spam, whether intended or not.
- You agree only to purchase our Services for yourself or for an entity for which you are legally permitted to do so or for whom you have obtained the express consent to provide their information. You will not sublicense, sublet, assign or delegate your access to our Services.
- Any information you provide under these Terms belongs to you (or to an entity for which you are legally entitled to contract on behalf), and you are not and will not access our Services in an attempt to reverse engineer our Services, to perpetrate a fraud or theft, or to undertake any other tortious or unlawful activity.
- You will not use the Services to impersonate any third party or otherwise mislead as to the origin of your information.
- Limited Warranty and Disclaimer. We warrant that our Services shall operate in substantial conformity with the representations made herein and on our Website. The foregoing statement shall not apply if any non-conformance is not replicable or results from third party systems or components used by you to access our Services, including any lack of interoperability with such third-party systems or components. You are solely responsible for maintaining your own connectivity and connection to our Services via any necessary hardware, software, telecommunications, and internet connections, at its own cost and expense, and we are not responsible for any interruptions thereto. You expressly agree that we will not be liable in any manner for any interruption in or failure of access to our Services, nor shall any such interruption or failure of access be deemed a breach of the terms of this Agreement.
Content. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 12, OUR SERVICES ARE PROVIDED “AS IS”. WE EXPRESSLY DISCLAIM ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES IMPLIED BY USAGE OF TRADE OR CUSTOM OF DEALING AND DO NOT REPRESENT OR WARRANT THAT: (A) THE USE OF OUR SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR VIRUS FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; AND (B) THE SERVICES WILL MEET LICENSEE’S REQUIREMENTS OR EXPECTATIONS.
Disclaimer. Our Services are for informational and educational purposes only. To the extent any professional advice is offered to you through the Services, it is for informational purposes only, and unless you have executed a BOR agreement, any guidance should not be construed as professional advice. Of course, if you have authorized us as your BOR, you are entitled to rely on us and the advice we provide as your licensed insurance broker. To the fullest extent permitted by law, we expressly exclude any liability for any direct, indirect, or consequential loss or damage incurred by you or others in connection with our Services, including without limitation any liability for any accidents, delays, injuries, harm, loss, damage, death, lost profits, personal or business interruptions, misapplication of information, physical or mental disease, condition or issue, physical, mental, or emotional injury or harm, loss of income or revenue, loss of business, loss of profits or contracts, anticipated savings, loss of data, loss of goodwill, wasted time and for any other loss or damage of any kind, however and whether caused by negligence, breach of contract, or otherwise, even if foreseeable.
Personal Responsibility and Assumption of Risk. As a licensee, you agree that you are using your own judgment in using our Services and you agree that you are doing so at your own risk. You agree and understand that you assume all risks and that no results are guaranteed in any way related to our Services. Our Services are merely to provide you with a platform in which to store your human resources data to assist you in making decisions regarding your employees and their benefits for yourself. You are solely responsible for your actions, decisions, and any results based on the use, misuse or non-use of our Services.
Technology Disclaimer. We try to ensure that the availability and delivery of our Services is uninterrupted and error-free. However, we cannot guarantee that your access will not be suspended or restricted from time to time, including to allow for repairs, maintenance or updates, although, of course, we will try to limit the frequency and duration of suspension or restriction. To the fullest extent permitted by law, we will not be liable to you for damages or refunds, or for any other recourse, should our Services become unavailable or access to the them becomes slow or incomplete due to any reason, such as system back-up procedures, internet traffic volume, upgrades, overload of requests to the servers, general network failures or delays, or any other cause which may from time to time make our Services inaccessible to you.
Errors and Omissions. We make no warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information in our Services. Every effort has been made to present you with the most accurate, up-to-date information, but because the nature of scientific research is constantly evolving, we cannot be held responsible or accountable for the accuracy of our content. We assume no liability for errors or omissions in the Services.
- You agree at all times to defend, indemnify and hold harmless our Company, as well as any of our affiliates, agents, contractors, officers, directors, shareholders, employees, joint venture partners, successors, transferees, assignees, and licensees, as applicable, from and against any and all claims, causes of action, damages, liabilities, costs and expenses, including legal fees and expenses, arising out of or related to our Services or your breach of any obligation, warranty, representation, or covenant set forth in these Terms or in any other agreement with us.
- Limitation of Liability. We will not be held responsible or liable in any way for the information, products or materials that you request or receive through our Services. We do not assume liability for accidents, delays, injuries, harm, loss, damage, death, lost profits, personal or business interruptions, misapplication of information, physical or mental disease, condition or issue, or otherwise, due to any act or default of anyone or any business, whether owners, staff, agents, joint venture partners, contractors, vendors, affiliates or otherwise, affiliated with us.
- Release of Claims. In no event will we be liable to any party for any type of direct, indirect, special, incidental, equitable or consequential damages for any use of or reliance on our Services, or on those affiliated with us in any way, and you hereby release us from any and all claims; including, without limitation, those related to lost profits, personal or business interruptions, personal injuries, accidents, misapplication of information, or any other loss, physical or mental disease, condition or issue, or otherwise, even if we are expressly advised of the possibility of such damages or difficulties.
- Online Purchases. In the event you purchase additional services from us, all information obtained during your purchase or transaction and all of the information that you provide as part of that transaction, such as your name, address, method of payment, credit card number, and billing information may be collected both by us, the merchant, and by our payment processing company. Payment processing companies and merchants may have practices that may be different from ours. We have no responsibility or liability for these independent policies of the payment processing companies. You hereby release us, our affiliates, our payment processing company, and merchants from any damages that you incur, and agree not to assert any claims against us or them, arising from your purchase through or use of our Services.
- Force Majeure. Neither party will be liable for any failure or delay in its performance under this Agreement (or the performance of or access to our Services), other than payment obligations, due to causes that are beyond its reasonable control, including, but not limited to, an act of God, act of civil or military authority, fire, epidemic, flood, earthquake, riot, war, terrorism, sabotage, and governmental action; provided that the delayed party: (i) gives the other party written notice of such cause promptly; and (ii) uses its reasonable efforts to correct such failure or delay.
- Entire Agreement; Construction. This Agreement and its Exhibits constitute the entire understanding between the parties, and supersede all prior discussions, representations, understandings, or agreements (including any pre-existing nondisclosure agreement, except as to its surviving terms and with respect to information disclosed under that agreement), whether oral or in writing, between the parties with respect to the subject matter of this Agreement. Any modification or amendment to this Agreement must be in writing and signed by each party’s authorized representatives. No terms in any purchase order or other document delivered by you shall be deemed to amend the terms of this Agreement and any such additional or inconsistent terms shall be deemed unacceptable to and rejected by us. If any provision of this Agreement shall be held by a court of law of competent jurisdiction to be unenforceable, the remaining provisions shall remain in full force and effect and, to the extent allowed and practicable, the unenforceable provision shall be modified so as to be enforceable consistent with its original intent and economic effect. The headings and captions used in this Agreement are for convenience only, and shall not affect the interpretation of the provisions of this Agreement. The word “including” shall be construed non-exclusively, to mean “including but not limited to.” The word “or” shall be construed inclusively, to mean that one or more of the options may occur. This Agreement and any amendment hereto may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute one instrument.
- Independent Contractors. The relationship of you and us established by this Agreement is that of independent contractors, and nothing contained in the Agreement will be construed to constitute the parties as partners, joint venturers, co-owners, or otherwise as participants in a joint undertaking.
- Governing Law and Jurisdiction; Attorneys’ Fees. This Agreement shall be governed by and construed under the laws of Ireland, which shall have exclusive jurisdiction and venue to adjudicate any dispute arising out of this Agreement, and each party hereto expressly consents to the personal jurisdiction of such courts and waives any objection to venue, including the objection of forum non conveniens. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.