1. DEFINITIONS AND INTERPRETATION
1.1 The following words and expressions shall, unless the context otherwise requires, have the following meanings:
“Agreement” means the ORRECO FitrWoman End User Licence Agreement signed by the User and/or Coach and any schedules attached thereto;
“App” means the FitrWoman application provided by ORRECO;
"Business Day" means a day (excluding Saturdays) on which banks generally are open in Dublin, Ireland for the transaction of normal banking business;
“Coach” means the coach or trainer of the User;
"Data Protection Legislation" means up to but excluding 25 May 2018, the Data Protection Acts 1988 and 2003 and thereafter the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time;
"Insolvent" means in the case of either party the appointment of, or the application for (or other step taken in relation to) the appointment of, a liquidator, provisional liquidator, administrator, administrative receiver or receiver, the entering into of a scheme of arrangement or composition for the benefit of creditors generally, any re-organisation, moratorium or other administration involving its creditors or any class of its creditors, the proposal or passing of a resolution to wind it up (other than a voluntary winding-up as part of a reorganisation) or the company becoming unable or being deemed to be unable to pay its debts as and when they fall due;
“Intellectual Property” means all rights in or in relation to any and all patents, utility models, trade and service marks, rights in designs, get-up, trade, business or domain names, copyrights, and topography rights, (whether registered or not and any applications to register or rights to apply for registration of any of the foregoing), rights in inventions, knowhow, trade secrets and in particular ORRECO’s proprietary online high performance portal and other confidential information, rights in databases and all other intellectual property rights of a similar or corresponding character which may now or in the future subsist in any part of the world and any rights to receive any remuneration in respect of such rights;
“GDPR” means the General Data Protection Regulation ((EU) 2016/679);
“User(s)” means the individual(s) who are the subject(s) of the Services whether either an individual or groupings of individuals including any employees, agents, contractors, athletes, sportspersons or players;
“User Data” means performance data, test results, training data, activity data, interaction data, health data and related data collected by or provided to ORRECO or uploaded to ORRECO systems or App from time to time;
"Services" means science driven analytic solutions for optimum female athlete performance delivered through the App;
1.2 In this Agreement unless otherwise specified, reference to:
(a) a person includes any person, individual, company, firm, corporation, government, state or agency of a state or any undertaking or organisation (whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);
(b) a party is to a party to this Agreement and includes its successors in title and permitted assignees;
(c) a "statute" or "statutory instrument" or any of their provisions is to be construed as a reference to that statute or statutory instrument or such provision as the same may have been amended or re-enacted before the date of this Agreement;
(d) recitals, clauses, paragraphs or schedules are to recitals, clauses of and paragraphs of and schedules to this Agreement. The schedules form part of the operative provisions of this Agreement and references to this Agreement shall, unless the context otherwise requires, include references to the schedules;
(e) "writing" includes any methods of representing words in a legible form (other than writing on an electronic or visual display screen) or other writing in non-transitory form; and
(f) words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders.
1.3 The index to and the headings in this Agreement are for information only and are to be ignored for the purposes of construing the same.
2.1 ORRECO is to provide the Services to the User on a non-exclusive basis (“Services”).
2.2 ORRECO shall be responsible for providing all equipment necessary for the performance by ORRECO of its obligations under this Agreement.
2.3 Nothing in these Terms and Conditions and/or the Agreement shall prevent ORRECO from developing, marketing or providing similar services to any third party at any time.
3.1 The User acknowledges that ORRECO shall not be responsible for any errors in the User Data.
3.2 The User acknowledges and agrees that ORRECO shall not be responsible or have any liability to the User in relation to any third party products (including any nutritional supplements) that ORRECO may source, supply or recommend to the User from time to time whether under this Agreement or otherwise (“Supplements”) and any such Supplements shall be taken at the User’s sole risk under the supervision of an appropriately qualified and licensed medical practitioner engaged separately by the User. The User hereby accepts that the manufacturers of any such Supplements shall retain full liability for their product to the full exclusion of ORRECO and the User agrees not to make any claim whatsoever against ORRECO in respect of any such Supplements.
3.3 The User acknowledges, agrees and undertakes to ORRECO that any recommendation made during the provision of any services by ORRECO whether under this Agreement or otherwise and whether in respect of any aspects of a User’s training, exercise, rest, nutritional, suggested Supplements or otherwise should only be applied and/or administered under the supervision and direction of an appropriately qualified and licensed medical practitioner.
3.4 The User acknowledges and agrees that ORRECO and its personnel are not medical practitioners nor do they hold themselves out as such and that the User Data is produced for information purposes only and is not intended to and does not substitute for professional medical advice nor is it intended to be a medical diagnosis or suggested course of treatment. The interactions under this Agreement between ORRECO and the User are not intended to create, nor do they create, any doctor-patient relationship.
3.5 ORRECO acknowledges that the User Data and all rights of whatever nature in and/or in relation to such User Data shall at all times be and remain the sole property of the User. Notwithstanding this, the User agrees and consents for ORRECO to be entitled to analyse, aggregate, anonymise, store, extract, mine and record the User Data and (ii) to export the User Data outside of the User’s jurisdiction (for the purposes of aggregation, reporting and analysis of the User Data or as otherwise required in order to deliver the Services). This provision shall apply to all User Data disclosed to or shared with ORRECO by the User in accordance with clause 12.2 and ORRECO shall have an exclusive, royalty free perpetual right to use and retain all such User Data.
3.6 ORRECO shall use all reasonable endeavours to meet any performance dates for the Services specified by the User but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
3.7 The User confirms and warrants to ORRECO that all User Data it collects, records, stores, processes or shares in relation to this Agreement is undertaken and held in compliance with the User’s own national data protection legislation (including any legislation dealing with the handling, storing and processing of health data or sensitive personal data) and in accordance with recognised international standards for data protection.
4. COACH SUBSCRIPTIONS
4.1 Subject to the Coach purchasing the Coach Subscriptions in accordance with clause 4.7, the restrictions set out in this clause 4 and the other terms and conditions of this agreement, ORRECO hereby grants to the Coach a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Coach and User to use the Services and the App during the Term.
4.2 The Coach undertakes that he shall keep a secure password for its use of the Services and App and that each Coach and User shall keep its password confidential.
4.3 The Coach shall not and shall procure that each of its authorised Users shall not, access, store, distribute or transmit any viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and ORRECO reserves the right, without liability to disable the Coach or the User's access to any material that breaches the provisions of this clause.
4.4 The Coach shall not and shall procure that each of its authorised Users shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or the App (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the App; or
(b) access all or any part of the App in order to build a product or service which competes with the Services; or
(c) use the Services and/or the App to provide services to third parties outside of the User; or
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or App available to any third party except the User, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or App, other than as provided under this clause 4; and
4.5 The Coach shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the App and, in the event of any such unauthorised access or use, promptly notify ORRECO.
4.6 The rights provided under this clause 4 are granted to the subscribing Coach only.
4.7 ORRECO shall charge the Coaches the price set out in ORRECO’s published price list.
4.8 If the Coach fails to pay any sum on the due date for payment, ORRECO shall charge the Coach interest at the rate of 8 per cent per annum over the applicable EURIBOR one week rate on the sum from the due date for payment until the date payment in full (including any accrued interest) from the Coach is received, whether before or after a court judgment for same is obtained.
4.9 The Coach shall pay all amounts due under the Agreement in full without any set-off, counterclaim, deduction or withholding except as required by law. ORRECO may, without limiting its other rights or remedies, set off any amount owing to it by the Coach against any amount payable by ORRECO to the Coach.
4.10 Time shall be of the essence in respect of payments.
5. SERVICE LEVELS
5.1 ORRECO shall provide the Services in accordance with current industry standards and with the due care, diligence and skill associated with same.
6. CHANGE CONTROL
6.1 ORRECO shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and ORRECO shall notify the User in any such event.
7. DISCLAIMER, INDEMNITY & LIMITATIONS ON LIABILITY
7.1 To the maximum extent permitted by applicable law, neither party shall in any circumstances have any liability for any losses or damages which may be suffered by the other, whether the same are suffered directly or indirectly or are immediate or consequential, which fall within any of the following categories:
(a) special damage even though that party was aware of the circumstances in which such special damage could arise;
(b) loss of profits;
(c) loss of anticipated savings;
(d) loss of business opportunity and management time;
(e) loss of goodwill;
(f) loss caused by the inability of Users to perform any activities for any reason whatsoever;
(g) loss caused due to any commercial decision taken by the User based on User Data;
7.2 Except as expressly provided above, the Services are provided “as-is”, “as available,” exclusive of any warranty or condition of any kind, whether express, implied statutory or otherwise. ORRECO specifically disclaims all implied warranties and conditions, including any warranties or conditions to the maximum extent permitted by applicable law. ORRECO does not warrant that the Services will be uninterrupted or error free. Further, ORRECO does not provide any warranty, condition or support for any non-ORRECO products or services, including but not limited to, third party services and products or Supplements (notwithstanding that they may have been recommended by ORRECO from time to time).
7.3 The User shall defend ORRECO against any claim, demand, suit or proceeding made or sought against ORRECO by any User’s agent, representative or family member, other teams, associations or any third party based on or arising from (i) the provision of the Services to or in respect of any particular User; (ii) improper use of User Data; (iii) any infringement, breach of data protection rules or misappropriation of User Data by the User or its agents; (iv) the use of User Data by the User to make any User related decisions (a “Claim Against ORRECO”) and shall indemnify ORRECO for any damages, attorney fees and costs awarded against ORRECO as a result of, or for any amounts paid by ORRECO under a court-approved settlement of a Claim Against ORRECO.
7.4 Subject to clause 9.1 neither parties’ liability with respect to any single incident arising out of or related to this Agreement (whether in contract or tort or under any other theory of liability including negligence or strict liability) shall exceed the lesser of €10,000, provided that in no event shall either parties’ aggregate liability arising out of or related to this Agreement (whether in contract or tort or under any other theory of liability) exceed the greater of €25,000 or the total amount paid by the Coach hereunder. The foregoing shall not limit the Coach’s payment obligations for use of the Services.
7.5 ORRECO shall not under any circumstances be liable under this Agreement or be otherwise responsible for the performance or acts of Users and any losses or liabilities incurred by the User in respect of such performance or acts which shall be the sole responsibility and liability of the User. It is acknowledged by the parties that the User shall be solely responsible for ensuring that the Services cannot be used by Third Parties without them firstly having consented to the use of their User Data in accordance with this Agreement and on which confirmation ORRECO shall solely rely without any further liability or need to validate that consent.
7.6 Nothing in this clause shall in any way restrict the User's general obligation at law to mitigate a loss which it incurs and which might give rise to a claim under clause 7.1 or this Agreement generally.
8. COMMENCEMENT, TERM AND TERMINATION
8.1 This Agreement shall come into force on the date the Agreement and/or these Terms and Conditions are accepted by the User and continue thereafter until the User provides one month’s written notice to ORRECO of its intention to terminate the Agreement unless and until terminated sooner in accordance with clause 9.2 (“Term”). Other than as set out in clauses 9.2 below this Agreement may not be terminated by the User prior to the expiry of the Term.
8.2 The User may terminate this Agreement at any time by written notice to ORRECO subject to having paid all applicable charges due in connection with the Services:
(a) if ORRECO becomes Insolvent;
(b) if ORRECO commits an irremediable material breach of this Agreement; or
(c) if ORRECO commits a material breach of this Agreement and fails to remedy such breach within 30 days of being required to do so by written notice given by the User,
such notice to take effect in accordance with its terms.
8.3 ORRECO may terminate this Agreement by written notice to the User:
(a) if the User becomes Insolvent;
(b) if the User commits an irremediable material breach of this Agreement; or
(c) if the User commits a material breach of this Agreement, including failure to pay any sum when due, and fails to remedy such breach within 30 days of being required to do so by written notice from ORRECO; or
(d) by one months' notice in writing to the User, such notice to take effect in accordance with its terms.
8.4 For the purposes of clauses 9.2, and 9.3, a breach is remediable if time is not of the essence in performing the obligation and if the breaching party can comply with the obligation within the 30 day period, and a "material breach" means a breach which is serious in the widest sense of having a serious effect on the benefit which the innocent party would otherwise derive from this Agreement in accordance with its terms.
9. CONSEQUENCES OF TERMINATION
9.1 Termination of this Agreement for whatever reason shall be without prejudice to the rights, obligations and liabilities of either party then accrued, nor shall termination affect the coming into force or the continuation in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force at or after termination.
9.2 Upon termination of this Agreement howsoever arising any charges due from the Coach but then unpaid shall remain due and payable in accordance with the payment terms provided for by this Agreement.
10. FORCE MAJEURE
10.1 "Event of Force Majeure" means an event beyond the reasonable control of ORRECO including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of ORRECO or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
10.2 ORRECO shall not be liable to the User as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
10.3 If the Force Majeure Event prevents ORRECO from providing any of the Services for more than 90 days, ORRECO shall, without limiting its other rights or remedies, have the right to terminate this Agreement immediately by giving written notice to the User.
11. INTELLECTUAL PROPERTY
11.1 It is expressly understood that all User Data from the Tests or otherwise shall remain the property of the User.
11.2 Without prejudice to the foregoing, ORRECO shall have an exclusive, royalty free, perpetual licence to use and retain the User Data and all other information arising from the provision of the Services:- (i) for research purposes, (ii) in order to improve the standard of service provided by ORRECO in the future; (iii) in order to validate ORRECO’s proprietary algorithms or intervention programmes; (iv) to analyse and report anonymously on patterns in User Data by reference to their age, sex, ethnicity, discipline, field, training schedule, performance, results or such other data sets as ORRECO may decide; and (v) in order to develop similar or new services, provided that in each case the identity of the User and any personal data comprised within the User Data shall be kept, removed or anonymised.
11.3 All User Data shall be stored in a manner, which is compliant with Irish data protection legislation.
11.4 It is acknowledged that all Intellectual Property rights (including technical know-how and information) and any future modification thereof owned by or licensed to ORRECO at the commencement date of the Agreement between the parties which is used in the provision of the Services and any other services provided by ORRECO to the User whether under this Agreement or otherwise from time to time shall remain the sole property of ORRECO. Such existing Intellectual Property rights, technical know-how and information includes, but is not limited to, previously developed or future markers of recovery, wellness, over-reaching, overtraining syndrome, rapid identification of illness, infections and any elite athlete nutritional programs.
11.5 ORRECO shall not be required to supply or disclose the User Data or any other aspects of its proprietary databases to the User or any third party.
12. DATA PROTECTION
12.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 14 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
12.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the User is the controller and ORRECO is the processor (where Controller and Processor have the meanings as defined in the Data Protection Legislation). Schedule 1 sets out the scope, nature and purpose of processing by the Provider, the duration of the processing and the types of Personal Data and categories of Data Subject (both as defined in the Data Protection Legislation).
12.3 Without prejudice to the generality of clause 13.1, ORRECO shall, in relation to any Personal Data processed in connection with the performance by ORRECO of its obligations under this Agreement:
(a) process that Personal Data only on the written instructions of the User in providing the Services unless ORRECO is required by the laws of any member of the European Union or by the laws of the European Union applicable to ORRECO to process Personal Data. Where ORRECO is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, ORRECO shall promptly notify the User of this before performing the processing required unless prohibited by law to do so;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the User, 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; and
(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the User has been obtained and the following conditions are fulfilled:
(i) the User or ORRECO has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) ORRECO 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) ORRECO complies with reasonable instructions notified to it in advance by the User with respect to the processing of the Personal Data;
12.4 at the written direction of the User, delete or return personal data of the User and copies thereof to the User on termination of the agreement unless required by Applicable Law to store such personal data;
12.5 The User consents to ORRECO appointing [THIRD-PARTY PROCESSOR] as a third-party processor of personal data under this agreement. ORRECO confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 12.
13. CONFIDENTIAL INFORMATION
13.1 A party ("receiving party") shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party ("disclosing party"), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Agreement, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Agreement. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 14 shall survive termination of the Agreement.
13.2 Each party shall, forthwith upon termination of this Agreement for any reason or upon the receipt by it of written demand from the other, return all written Confidential Information provided to it and shall either return or destroy all notes, memoranda and other stored information (including information stored in any computer system or other device capable of containing information whether in readable form or otherwise) prepared by it which relate to any Confidential Information, whether or not any of the same are then in its possession and it will, upon receipt of written demand from the other, confirm in writing that all Confidential Information has been returned or destroyed.
13.3 For the purposes of this clause, "Confidential Information" means, in relation to a party to which this clause applies, all information relating to the business, customers, financial or other affairs of that company which is not in the public domain but shall not include the User Data.
14.1 ORRECO may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party.
14.2 The User shall not, without the prior written consent of ORRECO, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Agreement.
15.1 A waiver of any term, provision or condition of this Agreement shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which it is given.
15.2 No failure or delay on the part of any party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
15.3 No breach of any provision of this Agreement shall be waived or discharged except with the express written consent of the parties.
16. ENTIRE AGREEMENT
16.1 This Agreement constitutes the entire and only agreement between the parties relating to the subject matter of this Agreement and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, relating to or in connection with this Agreement.
16.2 Each party acknowledges that it has not been induced to enter into this Agreement in reliance upon, nor has it been given, any warranty, representation, statement, assurance, covenant, agreement, undertaking, indemnity or commitment of any nature whatsoever other than as expressly set out in this Agreement and, to the extent it has been, it unconditionally and irrevocably waives any claims, rights and remedies which it might otherwise have had in relation thereto.
16.3 The provisions of this clause shall not exclude any liability which any of the parties would otherwise have to the other or any right which either of them may have to rescind this Agreement in respect of any statements made fraudulently by the other prior to the execution of this Agreement or any rights which either of them may have in respect of fraudulent concealment by the other.
16.4 If any provision or part-provision of the Agreement 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 shall not affect the validity and enforceability of the rest of the Agreement.
16.5 If one party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
Save as expressly otherwise provided in this Agreement each of the parties shall bear its own legal, accountancy and other costs, charges and expenses connected with the negotiation, preparation and implementation of this Agreement and any other agreement incidental to or referred to in this Agreement.
18. NO PARTNERSHIP
Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute, or be deemed to constitute, the parties a partnership, association, joint venture or other co-operative entity.
19. EXPERT DETERMINATION
19.1 In the event of a dispute or difference arising out of or relating to this Agreement which cannot be resolved by discussion between the parties, either party may send the other in writing notice of the dispute or difference (the "Dispute Notice") together with reasonable details of such dispute or difference, whereupon the respective managing directors of the parties shall endeavour to resolve all matters in dispute as soon as practicable.
19.2 In the event that the matter is not resolved within 21 days of service of the Dispute Notice, the parties may refer the dispute or difference for determination to an independent expert (the "Expert") appointed by agreement by ORRECO and the User as to the identity of such persons and the terms of appointment or, in default of agreement on such appointment (and its terms) within 30 days of the service of the Dispute Notice, on the application of either party as to the appointment (and its terms), by the President for the time being of the Law Society of Ireland, or his duly appointed deputy.
19.3 In making such determination the Expert shall act as an expert and not as an arbitrator and his decision shall (in the absence of manifest error (and the Expert shall give reasons for his determination)) be final and binding on the parties. Each party shall bear the costs and expenses of all counsel and other advisers, witnesses and employees retained by it and the costs and expenses of the Expert shall be borne by the parties in the proportions he may direct or, in the absence of direction, equally.
19.4 Subject to any rule of law or of any regulatory body or any provision of any contract or arrangement entered into prior to the date of this Agreement to the contrary the User and ORRECO shall afford as soon as reasonably practicable upon request to the other and their respective agents and to the Expert all facilities and access to their respective premises, personal papers, books, accounts, records, returns and other documents as may be in their respective possession or under their respective control as may be required by the Expert to make his determination.
20.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall in the first instance be delivered personally or sent by registered post or similar postal service which records delivery or by commercial courier or e-mail unless agreed otherwise.
20.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the registered address (or such other address that has been agreed by the parties) and signed for by a staff member of the receiving party; if sent by registered post or similar postal service which records delivery at 9.00 am on the second Business Day after posting (on the fifth Business Day where sent from outside of Ireland); if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by e-mail, on the date of transmission where same is sent on a Business Day and during normal working hours (otherwise the date of transmission will be deemed the following Business Day) and where a confirmation of delivery receipt is obtained.
20.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
21. GOVERNING LAW AND JURISDICTION
21.1 This Agreement (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its formation) shall be governed by and construed in accordance with the laws of the Republic of Ireland.
21.2 Each of the parties hereto irrevocably agrees that the courts of the Republic of Ireland shall have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the jurisdiction of such courts.
Processing, Personal Data and Data Subjects
1. Processing by ORRECO
ORRECO intends to store personal data, activity data and interactive data. ORRECO will also process Training, Recovery and Nutrition Advice, Product suggestions, share personal data and will engage in user profiling.
1.2 Nature and Purpose of Processing
The data will be processed for the following reasons:
a) The User can review their historical data which will be stored off-site.
b) ORRECO will use the personal data to tailor the application to the specific user
c) The data will be used to develop the application and to identify trends and better understand users.
d) The data will be used to further sports science research.
e) The data will also be used for marketing purposes insofar as ORRECO will suggest Product/Service Providers based on the data the User has submitted.
1.3 Duration of the processing
The database shall be purged every twelve months and/or at an earlier date if so requested by the User in writing.
2. Types of personal data
2.1 ORRECO shall use the data supplied by the User (with his/her consent) in relation to his/her exercise regime, nutrition and menstruation cycle to develop a greater understanding of the link between menstruation cycle and its effect on the body during exercise and training.
2.2 Anonymised data shall be sent to third party processors to be analysed to uncover patterns and trends and to further sports science research.