INTRODUCTION
1.1-Tryswitch is operated in Ireland by TrySwitch Ltd With Reg. no 427519 and its office at
Bawnogue Enterprise Centre
Bawnogue Road,
Clondalkin
Dublin 22
1.2-These Terms and Conditions (the “Terms”) apply to your use of the TrySwitch website (the “Site”) which is operated and owned by TrySwitch. By using the Site, you acknowledge and agree to be legally bound by these Terms and the disclaimers herein just as if you had signed these Terms.
1.3 If you do not agree to these Terms, you should not use the Site.
1.4 These Terms were last amended on 12th November 2006 and we reserve the right, in our sole discretion, to change, modify, add or remove parts of these Terms at any time. You are responsible for reviewing these Terms periodically for changes as by using the Site after we post any changes to these Terms, you are agreeing to accept those changes, whether or not you have reviewed them. These Terms may not otherwise be modified, except in writing by an authorized officer of Tryswitch
2-Application of and Acceptance of these Terms
2.1-For purposes of these Terms, a “User” or “You” is any person who accesses the Site for whatever purpose.
2.2-These Terms apply to each Service (as defined in paragraph 4 below) in addition to any terms and conditions that may be applicable to specific Services provided. In the event of any conflict or inconsistency between any provision of the terms and conditions that may be applicable to such Service and any provision of these Terms, such conflict or inconsistency shall (except as otherwise expressly provided or agreed) be resolved in a manner favorable to Tryswitch and/or its affiliates, and only to the extent that such conflict or inconsistency cannot be so resolved, the provisions of the terms and conditions applicable to such specific Service shall prevail.
3-Access to the Site
3.1-Access to the Site and its features are provided to you. Your right to access this Site is subject to any limits established by Tryswitch. Notwithstanding anything contained in these Terms to the contrary, Tryswitch may, in its sole discretion, terminate or restrict your participation in or use of the Site at any time.
3.2-Tryswitch reserves the right, without prior notice, to change any of the features or introduce new features without prior notice, or to restrict, deny or create access to certain areas or features of the Site.
3.3-Tryswitch reserves the right to deny Services to any User for whatever reason in order to protect the interests of Tryswitch.
3.4-You shall not undertake any scheme to undermine the integrity or functionality of the Services offered on the Site, nor shall you attempt to gain unauthorized access to any Services, data or computer systems which have not been expressly made available to your computer systems or networks.
4-Services
4.1-TrySwitch agrees to supply the Services to the Customer in accordance to these terms and conditions. Any changes or additions to the Services must be agreed in writing by the Company.
4.2-The Customer agrees to supply (at its own expense) all necessary documents and materials, and any other information relating to the provision of the Services as may be required by the TrySwitch in a timely manner for TrySwitch to supply the Services as agreed. It is the sole responsibility of the Customer to ensure the accuracy and timely delivery of all materials required.
4.3-TrySwitchwithout notifying the customer may at its sole discretion make necessary change to the services to comply with any applicable statutory requirements, which do not affect the nature or quality of services.
4.4-TrySwitch agrees in all times to use all reasonable skill and care subject to the payment by the Customer of all Charges payable hereunder on the correct payment dates.
4.5-TrySwitch shall use its reasonable endeavors to supply the Services in a timely manner but cannot guarantee to do so and will accept no liability whatsoever for failing to meet any such date.
5-Terminations
5.1-TrySwitch shall be entitled to suspend the Services and/or terminate this Agreement if:
(a)-You commit a breach of these Terms which in TrySwitch’s reasonable opinion is serious enough to merit immediate termination;
(b)-you commit any breach of these terms and in the case of a breach which is capable of remedy, fail to remedy the same within 7 days of receipt of a notice giving particulars of the breach requiring it to be remedied; or
(c)-TrySwitch suspects on reasonable grounds that you may have committed or be committing any fraud against TrySwitch or any Supplier.
5.2-The TrySwitch's rights to terminate this Agreement are without prejudice to any other right or remedies of TrySwitch in respect of any breach or any rights, obligations or liabilities accrued prior to termination.
6-Consequences Termination
6.1-On termination of this Contract by the Customer for any reason whatsoever all amounts owing in respect of the Services shall become due and payable in full on demand whether or not then due and the Customer shall have no right to withhold or set off any such amounts; and
6.2-Each party shall on request promptly return all documents or papers relating to the business of the other party which is then in its possession or control.
7-Payments
7.1-The customer shall pay to TrySwitch all agreed sum and charges for the provision of services.
7.2-TrySwitch reserves the right to alter its Charges from time to time at is sole discretion.
7.3-All Charges are exclusive of VAT and any other applicable purchase tax, import and all other duties. Any failure by the Customer to pay the Charges on the date specified shall be deemed to be a material breach of these conditions.
7.4-All Charges are payable in advance (disputed or not) 14 days after the invoice has been sent out. The Company reserves the right to suspend the provision of the Services to the Customer in the event of a non -payment of any over-due invoice.
7.5-For any reason if payments are not made on the due date, TrySwitch shall be entitled, without limiting any of its rights to terminate, discontinue or suspend the provision of all of the Services to the Customer until payment of the Charges is received in full.
8-Site Content and Intellectual Property Rights
8.1-The Site and all text, photographs, images, graphics, illustrations, logos, button icons, audio clips, video clips, software, and other content, and the compilation, collection, arrangement, and assembly thereof, (the “Site Content”) embody trade secrets and intellectual property rights protected under Irish and international copyright and other laws and are owned, controlled or licensed by TrySwitch Ltd, or by the original creators of such materials or their permitted licensors.
8.2-Subject to these Terms, TrySwitch grants you a non-exclusive, non-transferable, non-sublicense able, limited right to access and use the Site and the Site Content. However, no right, title, or interest in any the Site Content will be granted or transferred to you as a result of any permitted use of such materials. All title, ownership and intellectual property rights in the Site and Site Content shall remain with TrySwitch its affiliates or licensors of the Site Content, as the case may be.
8.3-You may use the Site and the Site Content only for viewing the Site in the ordinary course or as a resource for the Services offered through the Site. Use of the Site and/or the Site Content, for any purpose not expressly permitted in these Terms including any copying, reproduction, modification, sale, distribution, extraction, re-utilization, transmission, republication, downloading, display, posting, performance, or other exploitation thereof by any means or medium without the prior written permission of the TrySwitch is strictly prohibited.
8.4-In particular you agree that you shall not copy, reproduce or download any of the Site Content for the purpose of re-selling or re-distributing the Site Content, mass mailing (via emails, wireless text messages, physical mail or otherwise), operating a business that competes with TrySwitch or otherwise commercially exploiting the Site Content.
8.5-In particular you agree that you shall not copy, reproduce or download any of the Site Content for the purpose of re-selling or re-distributing the Site Content, mass mailing (via emails, wireless text messages, physical mail or otherwise), operating a business that competes with TrySwitch or otherwise commercially exploiting the Site Content.
8.6-TrySwitch owns various trade marks (the “Marks”) in relation to the “TRYSWITCH” name and derivatives therefore. These Marks are protected under applicable copyright, trade mark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these Marks, their use in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits TrySwitch is strictly prohibited. In particular, but without limitation, you may not use the Marks as meta-tags nor may you sponsor them in search engines. All goodwill in your legitimate use of the Marks shall accrue to the exclusive benefit of TrySwitch
8.7-All rights not otherwise claimed under these Terms or by TrySwitch are hereby reserved. Please notify us immediately if you become aware of any infringement of any intellectual property on the Site.
9-User Responsibilities
9.1-If you use (or any other party, with your permission uses) the Site or the Service in contravention of this Agreement, TrySwitch may suspend your use of the Services.
9.2-If TrySwitch suspends your right to use the Services, it may refuse to re-establish your right to access the Services until you assure TrySwitch, in a manner deemed acceptable by TrySwitch, that there will be no further breach of the provisions of these Terms by you.
9.3-You warrant that all information provided on registration and during the course of this agreement is true, complete and accurate and that you will promptly inform TrySwitch of any changes to such information.
9.4-TrySwitch will inform you of applicable terms and conditions imposed by a Supplier, in relation to the supply of its services and/or products and you agree to abide by and adhere to those terms and conditions.
10-Third Party Content
10.1-TrySwitch may allow you access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to such third party’s website. These links are provided solely as a convenience to you and not as an endorsement by TrySwitch of the content or goods or services on such third party websites. You acknowledge that TrySwitch has no control over such third party's site, does not monitor such sites, and shall not be responsible or liable to anyone for such site, or any content, products, goods or services made available on such site. If you decide to access linked third-party websites, you do so at your own risk and in accordance with the prevailing terms and conditions of such third party sites. You are cautioned to read such sites’ terms and conditions and/or privacy policies before using such sites.
10.2-TrySwitch generally welcomes the hyper-linking to the Site from other appropriate websites provided such links are to the Site’s homepage (and no deeper within the Site) and provided we give our consent to the establishment of such links. Notwithstanding the foregoing, we reserve the absolute right to refuse to consent to such links without giving reasons. Any links to the Site from another website must be presented in such a manner that the viewing of the Site is not impaired by framing or similar techniques that may impair the visitor’s user experience.
11-Privacy Policy
11.1-We are committed to protecting your privacy and security. This Site includes areas where you are requested to input information about yourself or others. All personal data that we collect from you will be processed in accordance with our Privacy Policy. You should review our Privacy Policy, which is incorporated into these Terms by this reference. The current version of the TrySwitch Privacy Policy is available at Privacy Policy Page of the website. Each User hereby accepts the Privacy Policy and any updates and amendments thereto
12-Disclaimers of Warranties
12.1-The features and services on the site are provided on an "as is" and "as available" basis, and TrySwitch, to the fullest extent permitted by applicable laws, hereby expressly disclaims any and all warranties and conditions which are not expressly contained in these terms whether, express or implied, including but not limited to any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose.
12.2-TrySwitch will use all reasonable endeavors to ensure that content (other than third party content) contained in the site is accurate however, TrySwitch.ie makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or current ness of any content provided on or through the site or any third party site accessed through this site.
12.3-Neither TrySwitch any of its affiliates, nor any of its respective licensors, licensees, service providers or suppliers warrant that the site, or any function contained in the site, will be uninterrupted or error-free, that defects will be corrected, or that the site or the servers that make the site available are free of viruses or other harmful components.
12.4-Any material downloaded or otherwise obtained through the Site is done at your sole discretion and risk and you are solely responsible for any damage to your computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by you from TrySwitch or through or from the Site shall create any warranty not expressly stated herein.
12.5-Under no circumstances shall TrySwitch be held liable for any delay, failure or disruption of the content or Services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
12.6-Although the Site is accessible worldwide, parts of the Services are only available to Users whose geographical location is the Republic of Ireland. TrySwitch reserves the right to limit, in its sole discretion, the provision and quantity of any Service to any person or geographic area it so desires. Any offer for any Service made in or through the Site is void where prohibited.
12.7-TrySwitch does not warrant and excludes all liability in respect of the accuracy, completeness, fitness for purpose or legality of any information accessed using the Services and TrySwitch excludes all liability of any kind for the transmission or the reception of or the failure to transmit or to receive any material of whatever nature.
12.8-These disclaimers apply to the fullest extent permitted by law.
13-Limitation of Liability
13.1-In performing any obligation under this Agreement, TrySwitch only duty is to exercise reasonable care and skill.
13.2-Except as otherwise provided herein and to the extent permitted by applicable law, TrySwitch shall not be liable for any direct, indirect, special, punitive, exemplary, incidental or consequential damages (however arising), any loss of reputation or goodwill, any economic loss (including, but not limited to, damages for loss of profits, revenues, savings, or business interruption), or any other damages whatsoever (including but not limited to damages for loss of information, data or other intangible property), whether in contract, negligence, tort, strict liability or otherwise or any other damages (even if TrySwitch have been advised of such damages) resulting from any of the following:
(a) The use or the inability to use the Site;
(b) The use of any Services or other material on the Site or websites linked to the Site;
(c) Any defect whatsoever in Services, products, goods, samples, data or information purchased or obtained from a User or a third-party service provider through the Site;
(d) Unauthorized access to or alteration by third parties of your of data, transmissions or private information;
(e) Statements or conduct of you or any third party on the Site;
(f) Any other matter relating to the Site: except and to the extent that it arises directly as a result of TrySwitch negligence or TrySwitch breach of these Terms in which case the terms of clause 11.3 shall apply.
13.3-In no event shall TrySwitch total liability to you for all damages, losses, and causes of action, whether in contract, tort (including, but not limited to, negligence), exceed the amount paid by you to TrySwitch, if any, for accessing the Site or registering for the Services. If you are dissatisfied with any portion of the Site, or with any of these Terms, your sole and exclusive remedy is the discontinuation of your use of the Site.
13.4- Neither you nor TrySwitch shall exclude or limit its liability to the other party for fraud or for death or personal injury caused by its negligent act or omission, contractual breach or default.
14-Governing Law and Jurisdiction
14.1-The site has been created and is controlled by TrySwitch in Ireland. These Terms will be governed by, and construed and enforced in accordance with the laws of the Ireland (excluding Northern Ireland). You hereby unconditionally and irrevocably submit to the non-exclusive jurisdiction of the courts of Ireland (excluding Northern Ireland).
14.2-Disputes between you and TrySwitch regarding the Services may be reported to TrySwitch at the following telephone number [00 353 1 466300] or email address [disputes@Tryswitch].
14.3-Your country and/or that of any Supplier you communicate or trade with on this Site may have laws which apply to transactions with Suppliers. These laws may apply regardless of what you agree with that Supplier or with TrySwitch and as a result there may be additional legal requirements. You agree to conform and comply with all applicable domestic and international laws and regulations regarding your use of the Site provided hereon.
15-Notices
15.1-Any notice or other communication under this Agreement shall only be effective if it is in writing and sent to TrySwitch at the following address:
Bawnogue Enterprise center,
Bawnogue Road,
Clondalkin,
Dublin 22.
* marked for the attention of Managing Director.
15.2-All notices or demands to you shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by you to TrySwitch, or by posting such notice or demand on an area of the Site that is publicly accessible without a charge. Notice to you shall be deemed to be received by you if and when (a) TrySwitch is able to demonstrate that communication, whether in physical or electronic form, has been sent to you, (b) immediately upon TrySwitch posting such notice on an area of the Site that is publicly accessible without charge, or (c) at the latest, 24 hours after an email is sent to you, unless we receive notice that the email address is invalid and an alternative email address has been provided to us.
16-General
16.1-Subject to any additional agreements relating to the Services, these Terms and the Privacy Policy constitute the entire agreement between you and TrySwitch with respect to access to and use of the Site, superseding any prior written or oral agreements in relation to the same subject matter.
16.2-You and TrySwitch are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.
16.3-If a court, or other competent authority, holds any of these Terms to be unlawful, void, or for any reason unenforceable, in whole or part, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
16.4-Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
16.5-This Agreement represents the entire understanding between the parties in relation to the subject matter herein and supersedes all other agreements or representations by either party, whether oral or written.
16.6-TrySwitch failure to exercise or delay in exercising a right or remedy provided by these Terms of use or by law does not constitute a waiver of those or any other rights or remedies.
16.7-TrySwitch shall have the right to assign its obligations and duties under these Terms to any person or entity. You shall not assign or delegate or otherwise deal with all or any of your rights or obligations under this Agreement. |
