Terms and Conditions

Agreed terms

1. Commencement and term

The Contract shall commence on the date when it has been signed by both parties and shall continue, unless terminated earlier in accordance with its terms, until the Services have been provided.

2. Supply of services

2.1. Recalibration shall endeavour to supply the Services to the Customer on the Services Date(s) in accordance with the Contract.
 
2.2. The Customer shall:
(a) co-operate with Recalibration in all matters relating to the Services;
(b) provide, in a timely manner, such information as Recalibration may require, and ensure that it is accurate and complete in all material respects; and
(c) pay all invoices and outlay in a timely manner.
 
2.3. If Recalibration’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, Recalibration shall:
(a) not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;
(b) be entitled to payment of the Charges despite any such prevention or delay; and
(c) be entitled to recover any additional costs, charges or losses Recalibration sustains or incurs that arise directly or indirectly from such prevention or delay.
 

3. Charges and payment

3.1. In consideration for the provision of the Services, the Customer shall pay Recalibration the Charges in accordance with this clause 3. The Booking Deposit and any subsequent Charges paid by the Customer are non refundable. 

3.2. Where a Customer has made a minimum numbers commitment in relation to accommodation, transport, training or any other Services, Recalibration reserves the right to invoice the Customer based upon such minimum numbers irrespective of how many persons utilise the Services. 

3.3. All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Recalibration at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice. 

3.4. Recalibration shall submit invoices for the Charges plus VAT if applicable to the Customer at the intervals specified in the Contract Details. 

3.5. The Customer shall pay each invoice due and submitted to it by Recalibration as specified in the Contract Details, or, if not specified, within 14 days of receipt invoice, to a bank account nominated in writing by Recalibration. 

3.6. If the Customer fails to make any payment due to Recalibration under the Contract by the due date for payment, then, without limiting Recalibration’s remedies under clause 5 (Termination):
(a) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Central Bank of Ireland’s base rate from time to time, but at 5% a year for any period when that base rate is below 0%.
(b) Recalibration may suspend all Services until payment has been made in full. 

3.7. All amounts due under the Contract from the Customer to Recalibration shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 

4. Limitation of liability

4.1. The restrictions on liability in this clause 4 apply to every liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

4.2. The representations and warranties expressly stated in this Contract are the sole and exclusive representations and warranties offered by Recalibration. Save as otherwise set out in the Contract, and to the fullest extent permitted by law, Recalibration disclaims and excludes, and Customer hereby waives, all warranties, conditions, representations, indemnities and guarantees with regard to the Services and any related services provided or to be provided hereunder, whether express or implied, including but not limited to, the implied warranties of non-infringement, merchantability or fitness for a particular purpose.

4.3. Subject to Clause 4.6, in no event will Recalibration be liable to the Customer in contract, negligence or other tort under any law or otherwise howsoever arising for any indirect, special, incidental or consequential or punitive losses or damages, including but not limited to damages and costs incurred as a result of loss or corruption of data or other equipment or property, loss of business revenue, loss of profits (whether direct or indirect), loss of time, loss of savings, failure to realise expected profits or savings and any other economic loss of any kind.

4.4. Subject to clause 4.6, Recalibration’s total liability for loss or damage of any kind not excluded by this Clause 4, however caused (whether in contract, negligence or other tort, under any law or otherwise howsoever) arising from or in relation to the Contract is limited in aggregate to the Charges actually paid by the Customer.

4.5. Recalibration will not be liable or responsible to any third party due to the failure of any Customer with to remit payment to Recalibration for optional extras or additional charges for extra waiting time, change in destination or accommodation or any other dispute between a supplier engaged by Recalibration and Customer or anyone else in respect of additional charges incurred by the Customer outside the scope of the Services.

4.6. Nothing in this Contract will exclude or limit the liability of a party to this Contract for fraud or fraudulent misrepresentation; death or personal injury resulting from the negligence of that party or any of its employees or agent; wilful default, nor will they operate to exclude or limit any statutory rights which cannot be legally excluded or limited, including the statutory rights of a consumer.

4.7. Unless the Customer notifies Recalibration that it intends to make a claim in respect of an event within the notice period, Recalibration shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

5. Termination

5.1. Without affecting any other right or remedy available to it, Recalibration may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for payment; or
(b) the Customer commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so.
5.2. On termination of the Contract for whatever reason:
(a) the Customer shall immediately pay to Recalibration all of Recalibration’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Recalibration may submit an invoice, which shall be payable immediately on receipt;
(b) any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and
(c) termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry. 

6. General

6.1. Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

6.2. Assignment and other dealings.
(a) The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without Recalibration’s prior written consent.
(b) Recalibration may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.

6.3. Confidentiality.
(a) Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 6.3.
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 6.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.

6.4. Intellectual property
(a) Recalibration and its licensors shall retain ownership of all Recalibration IPRs. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.
(b) The Customer grants Recalibration a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Services to the Customer in accordance with the Contract.

6.5. Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

6.6. Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

6.7. Waiver.
(a) A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

6.8. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 6.8 shall not affect the validity and enforceability of the rest of the Contract.

6.9. Notices. Any notice or communication (together “Notices”) given by either party under the Contract will be in writing and in the English language and will be delivered by hand or sent by pre-paid post or by email, addressed to the other party at its registered office as stated at the beginning of these Contract Details and marked as follows (or, in the case of service by email, marked for the attention of the following): The Directors, Recalibration and for the Customer, the Customer Representative.

6.10. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law Ireland.

6.11. Jurisdiction. Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation. 

7. Interpretation

7.1. Definitions
1. Booking Deposit: the deposit paid at the time of booking as set out in the Contract Details.
2. Business Day: a day other than a Saturday, Sunday or public holiday in Ireland, when banks in Dublin are open for business.
3. Charges: the charges payable by the Customer for the supply of the Services by Recalibration, as set out in the Contract Details.
4. Conditions: these terms and conditions set out in clause 1 (Supply of Services) to clause 7 (Interpretation) (inclusive).
5. Contract: the contract between the Customer and Recalibration for the supply of the Services in accordance with the Contract Details and these Conditions.
6. Customer Materials: all materials, equipment and tools, drawings, specifications and data supplied by the Customer to Recalibration.
7. Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
8. Services: the services, to be provided by Recalibration pursuant to the Contract, as described in the Contract Details.
9. Services Date(s): the day(s) on which Recalibration is to provide the Services, as set out in the Contract Details.
10. Recalibration: Recalibration Limited (Company No. 666369), with a registered address at Banemore, Listowel, Co. Kerry, V31 DK51.
11. Recalibration IPRs: all Intellectual Property Rights subsisting in the Services excluding any Customer Materials incorporated in them.
11.2. Interpretation:
(a) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(b) A reference to writing or written includes email.

Data Protection

1. Each party shall, in connection with the exercise of its rights and the performance of its obligations under the Contract, comply with data protection law.
2. Recalibration acknowledges that in providing services under this Contract Recalibration may process personal data on behalf of the Customer within the meaning of the data protection law (such data being “Personal Data”). Recalibration shall, in relation to any Personal Data processed in connection with the performance by Recalibration of its obligations under this Contract:
(a) process that Personal Data only on the written instructions of the Customer unless Recalibration is required by the laws of any member of the European Union or by the laws of the European Union applicable to Recalibration to process Personal Data (“Applicable Laws”). Where Recalibration is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Recalibration shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Recalibration from so notifying the Customer;
(b) ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
(i) Recalibration or the Customer has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) Recalibration complies with its obligations under the data protection legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) Recalibration complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
(e) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the data protection legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Customer without undue delay on becoming aware of a Personal Data breach;
(g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by Applicable Law to store the Personal Data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this clause and allow for audits by the Customer’s designated auditor (at the Customer’s cost).