Data Processing, Confidentiality & Terms of Business

  1. Confidentiality & Data Protection
    1. CORPORATE HR IRELAND, its servants, agents and personnel may be exposed to data and information that is confidential or proprietary to the Client and may be required to process same in accordance with the instructions of the Client. All such data and information (including but not limited to, data, documents, methodologies, software, trade secrets, personnel records, business strategies, pricing and financial arrangements and commercial affairs), whether written, machine-readable or verbal, made available, disclosed, or otherwise made known to CORPORATE HR IRELAND, its servants, agents and personnel pursuant to this Agreement (whether disclosed before, on or after the date of this Agreement) shall be considered confidential and shall be considered the sole property of the Client (hereinafter “Confidential Information”).
    2. The Confidential Information shall not be used by CORPORATE HR IRELAND its servants, agents and personnel otherwise than in accordance with the instructions of the Client, or in such a manner as is necessary for the performance of their Agreement and the HR Services. CORPORATE HR IRELAND agrees that it will use its reasonable endeavors to ensure that its servants, agents and personnel do not reveal, publish or otherwise disclose the Confidential Information of the Client to any third party without the prior written consent of the Client.
    3. The foregoing obligations shall not apply to Confidential Information to the extent that it can be shown, by verifiable written records:
      1. to be publicly available at the time of its disclosure or to have become publicly available thereafter other than as a result of a breach of this Agreement by CORPORATE HR IRELAND, its servants or agents; or
      2. to have been in the possession of or to be known by CORPORATE HR IRELAND, its servants or agents prior to its receipt from the Client; or
      3. to have become available to CORPORATE HR IRELAND from a source other than the Client, which source is not bound by any duty of confidentiality owed in relation to such Confidential Information.
    4. The Client hereby irrevocably acknowledges and confirms that it is the data controller of any personal data collected in respect of its employees, servants, agents, customer and any other data subject. The Client shall indemnify CORPORATE HR IRELAND, its servants or agents in respect of any breach of the General Data Protection Regulation or any legislation or regulation made thereunder whatsoever and howsoever arising in connection with this Agreement.
    5. CORPORATE HR IRELAND shall comply with all applicable Data Protection Laws in the processing of any Client Personal Data other than on the Client’s documented instructions. For the avoidance of doubt, the Client hereby instructs Corporate HR Ireland to process the Client Personal Data insofar as is necessary to perform the obligations of CORPORATE HR IRELAND pursuant to this Agreement.
    6. CORPORATE HR IRELAND shall take all reasonable steps to ensure the reliability of any employee, agent or contractor who may have access to the Client Personal Data and shall ensure that in each case access is strictly limited to those individuals who need to know or access the relevant Client Personal Data for the purpose of this Agreement only or to comply with applicable laws in the context of the obligations of CORPORATE HR IRELAND.
    7. CORPORATE HR IRELAND shall in relation to the Client Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to such data, taking into account the state of the art, costs of implementation and the nature, scope and context and purposes of such processing as well as the risk and severity of a risk to the rights and freedoms of natural persons.
    8. CORPORATE HR IRELAND shall not appoint any sub-processor unless authorised in writing by the Client. For the avoidance of doubt, the Client hereby authorises CORPORATE HR IRELAND to share such parts of the Client Personal Data as are necessary to give effect to their agreement with any sub processors as may be required by CORPORATE HR IRELAND to comply with its obligations pursuant to this Agreement and to the extent that such parties may be considered sub-processors, the Controller hereby consents to the appointment of same.
    9. It shall be a matter for the Client to put in place the appropriate technical and organisational measures in relation to the fulfilment of its obligations pursuant to Data Protection Laws, however CORPORATE HR IRELAND shall assist the Client insofar as is possible in responding to any request to exercise data subject access rights under Data Protection Laws. CORPORATE HR IRELAND shall notify the Client in the event that they receive any request from a data subject in respect of Client Personal Data to ensure that it does not respond to such requests except on the documented instructions of the Client.
    10. Each party to their Agreement shall notify each other in the event of any personal data breach affecting the Client Personal Data and each party shall provide the other with sufficient information to allow the Client to meet its obligations to report or inform data subjects of such breach. CORPORATE HR IRELAND shall provide reasonable assistance and cooperation in connection with same.
    11. Upon termination of their Agreement, CORPORATE HR IRELAND shall promptly delete or procure the deletion of any copies of Client Personal Data or in the alternative return such data to the Client at the option of the Client.
    12. The Client shall be entitled to request information regarding compliance with the provisions of this Clause and shall be entitled to audit compliance by CORPORATE HR IRELAND with this Clause at any reasonable times.
    13. CORPORATE HR IRELAND may not transfer or authorise the transfer of the Client Personal Data to countries outside the EU or the European Economic Area without the prior written consent of the Client. It should be a matter for the Client to comply with Data Protection Laws in this regard.
    14. The Client warrants to CORPORATE HR IRELAND that the Client Personal Data has been collected and processed and transferred in accordance with all Data Protection Laws and that the Client is in full compliance with all Data Protection Laws in connection with same. The Client further warrants and confirms that it will respond to all enquiries from data subjects and the Data Protection Authority concerning the processing of any Client Personal Data and comply with any information request within 14 days of such request. The Client warrants and confirms that it has in place the appropriate technical and organisational measures to protect the Client Personal Data. The Client hereby further agrees to indemnify and keep indemnified CORPORATE HR IRELAND and hold CORPORATE HR IRELAND harmless from any costs, loss, damages, charge, expense or other liability which may arise whatsoever or howsoever to CORPORATE HR IRELAND as a result of a breach of any of the provisions of their Agreement by the Client or any breach by the Client of Data Protection Laws or any failure to comply with Data Protection Laws whatsoever or any data security breach that arises whatsoever in relation to the Client Personal Data.

 

Terms of Business

 

    1. Relationship
      CORPORATE HR IRELAND will supply the HR Services to the Client as an independent service provided and nothing in the Agreement shall be read or construed or deemed to constitute or render the Parties as partners, employees or to constitute a joint venture between the parties of any nature.

 

      1. Liability & Indemnity
        1. The aggregate liability of CORPORATE HR IRELAND, or any of their directors, partners officers, employees, or agents under this Agreement (including, but not limited to, contractual or tortious liability, including negligence, breach of statutory duty, restitution or otherwise) for any damage or other loss howsoever caused arising out of or in connection with this Agreement will be limited to an amount equal to the Fee paid by the Client to CORPORATE HR IRELAND in the preceding twelve months period.
        2. Nothing in this clause excludes or limits liability for death or personal injury caused by either party’s negligence, liability for fraud by either party or any other liability which cannot be excluded by law. CORPORATE HR IRELAND, its officers, directors, partners, principals or other personnel shall not be liable for any incidental, consequential, punitive, exemplary, special or other indirect damages (including without limitation lost revenue, profits, business, goodwill or reputation) arising from or related to this Agreement, whether alleged breach of contract, tortious liability or otherwise.
        3. The Client shall indemnity, defend and hold harmless CORPORATE HR IRELAND from and against any and all losses, damages, liabilities, professional fees (including but not limited to legal fees), court costs, and expenses resulting from the Clients breach of this Agreement, or any third party claims, actions, proceedings, investigations or litigation arising from or in connection with this Agreement or the services provided hereunder or otherwise arising in relation to the Client, including in relation to the death or injury of any person, except to the extent such Losses are determined to have resulted solely from the fraud or willful default of CORPORATE HR IRELAND.
        4. The Parties mutually agree that each of them shall maintain in full force and effect at its respective sole cost and expense commercial general liability insurance together with such public liability and employer’s liability as may be considered necessary and reasonable taking into account the nature of the respective businesses of the Parties.

 

    1. Termination
      1. The Client shall have the option to terminate this agreement upon 30 days’ notice in writing prior to the expiration of the Initial Term. In the event that the Client does not notify CORPORATE HR IRELAND of its intention to terminate this Agreement as aforesaid, then the Term of this Agreement shall be automatically renewed for a further period of twelve months and shall continue to be renewed at twelve-month intervals until such time as the Agreement is terminated in accordance with this Clause 3. The Client shall have the option to terminate the Agreement upon 30 days’ notice in writing prior to the expiration of each 12-month period after the Initial Term.
      2. CORPORATE HR IRELAND may terminate this Agreement upon service of 30 days’ notice in writing for any reason, or without reason.
      3. Upon termination for any reason, unless otherwise agreed between the Parties, CORPORATE HR IRELAND shall continue to supply the HR Services to the Client up to the termination date (being the date upon which the notice of termination expires) in such manner as may be agreed between the Parties to enable the Client to secure smooth transition of services.

 

    1. Covenants & Warranties
      1. CORPORATE HR IRELAND agrees to devote sufficient organisational, financial and personnel resources necessary to perform its obligations pursuant to this Agreement for the Term. CORPORATE HR IRELAND warrants that CORPORATE HR IRELAND, its servants, employees and agents have the necessary skill to provide the HR Services and will undertake its obligations under this Agreement with due skill, care and diligence.
      2. The Client will provide to CORPORATE HR IRELAND and all personnel appointed to the Client by CORPORATE HR IRELAND all information, policies, procedures, documentation or other information as may be reasonably required by CORPORATE HR IRELAND to facilitate performance of the HR Services on behalf of the Client. CORPORATE HR IRELAND will rely entirely on the accuracy of the information and instructions given by the Client to Corporate HR Ireland and will not routinely seek further verification before acting on the basis of this information. The Client must notify CORPORATE HR IRELAND of any incorrect statements or information of which you subsequently become aware.
      3. The Client agrees that all work done and advice provided by CORPORATE HR IRELAND is for the use and benefit of the Client only and may not be supplied or passed on to any person or entity without the explicit written consent of CORPORATE HR IRELAND.
      1. Assignment
        1. The Client shall not be permitted to assign this Agreement, save with the consent in writing of CORPORATE HR IRELAND which may be provided or refused in the absolute discretion of CORPORATE HR IRELAND. In the event of a change of control in the Client, the Client shall notify CORPORATE HR IRELAND of the said change of control 30 days prior to the change of control taking place. In this context, “change of control” shall mean a change in the shareholding of the Client in excess of 50% of the issued share capital of the Client, or ownership of the Client business in excess of 50% ownership.
        2. CORPORATE HR IRELAND shall be entitled to assign this Agreement upon 10 days notice to the Client.
        3. No waiver
          1. A waiver by CORPORATE HR IRELAND of any breach of any of the terms, provisions or conditions of this Agreement or the acquiescence of CORPORATE HR IRELAND in any act (whether commission or omission) which but for such acquiescence would be a breach as aforesaid shall not constitute a general waiver of such term, provision or condition or an acquiescence to any subsequent act contrary thereto.
          2. Any remedy or right conferred upon CORPORATE HR IRELAND for breach of this Agreement shall be in addition to and without prejudice to all other rights and remedies available to it whether pursuant to this Agreement or provided for by law.
          3. No failure or delay by CORPORATE HR IRELAND in exercising any claim, remedy, right, power or privilege under this Agreement shall operate as a waiver nor shall a single or partial exercise of any claim, remedy, right, power or privilege preclude any further exercise thereof or exercise of any other claim, right, power or privilege.
          4. Any liability to CORPORATE HR IRELAND under the provisions of this Agreement may in whole or in part be released, varied, postponed, compounded or compromised by the Purchaser in its absolute discretion as regards such Party without in any way prejudicing or affecting its rights against any other Party under the same or a like liability whether joint and several or otherwise. Should any provision of this Agreement transpire not to be enforceable against any of the Parties, such non-enforceability shall not render such provision unenforceable against any other Party.
        4. Force majeure
          1. Neither Party shall be liable for any failure, delay or interruption in performance due to causes or conditions beyond its control including, without limitation strikes, lockouts, labour disturbances (but not a strike or lockout of the personnel CORPORATE HR IRELAND), riots, acts of war, terrorism, cyber-terrorism, earthquake, acts of God, explosions, and fires ,provided, however, that the foregoing excuse from liability shall not apply to the extent that any such loss or damage could have been mitigated or avoided but for the party’s failure to adopt or implement commercially reasonable business continuity procedures. During the term of this Agreement, CORPORATE HR IRELAND shall notify the Client in writing within 24 hours of a major business interruption and/or force majeure event that may prevent or delay the supply of HR Services under this Agreement.
        5. SURVIVAL
          1. Termination of this Agreement howsoever caused will not affect any rights or liabilities which have accrued prior to the date of termination, or which are based on the provisions of clauses which are intended to survive and continue to bind the parties notwithstanding such termination.
        6. Severability
          1. If any provision in this Agreement is deemed to be, or becomes invalid, illegal, void or unenforceable under applicable laws, such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable; or if it cannot be so amended without materially altering the intention of the parties, it will be deleted, but the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way.

Dated 16th July 2021.