PAYROLL SERVICE AGREEMENT
This Agreement is dated:
1. Northgate Information Solutions Ireland Limited, trading as NorthgateArinso, a company with offices at Palmerston House, Denzille Lane, Dublin 2 ('Northgate'); and
2. (‘The CLIENT’):
IT IS AGREED THAT:
The Parties wish to enter into binding legal relations for the supply and purchase of Payroll Services (the “Services”), on the terms and conditions of this Agreement. Unless terminated under Clause 8 hereto, this Agreement will be for a period of three (3) years from the commencement of such Services (the Initial Term) and unless prior written notice is provided to terminate this Agreement at the end of the Initial Period, it shall continue thereafter until terminated by either party by giving at least six months’ written notice.
DEFINED TERMS :
‘Fees’ The sums agreed and payable by the Client to NORTHGATE for the Services and other details agreed and in accordance with clause 2 of this Agreement;
‘Input’ The data reasonably required by NORTHGATE from the Client to enable it to provide the Services;
‘Intellectual Property’ patents, know-how, registered and unregistered trade marks (including any trade, brand or business names used to differentiate the goods and services of NORTHGATE), domain names, registered designs, design rights, utility models, copyright (including all such rights in computer software and any databases), moral rights (in each case for the full period thereof and all extensions and renewals thereof), applications for any of the foregoing and the right to apply for any of the foregoing in any part of the world and any similar rights situated in any country;
‘Output’ The printout and/or computer generated output data provided by NORTHGATE resulting from the processing of the Input which includes the output data;
‘Timetable’ the timing and sequence of events for the delivery of the Input, its processing, and supply of the Output as agreed on an annual basis;
1. Application of Terms
This Agreement, and the contents of any documents referred to herein, constitutes the entire Agreement between the parties with respect to the subject matter hereof, and supersedes all other prior agreements, covenants, undertakings, obligations, representations and warranties (but excluding any fraudulent misrepresentation), whether oral or written, by either party or by any officer, employee or agent of either party with regard to such subject matter.
2. Payment and Price Adjustment
2.1 Any sum payable by the Client to NORTHGATE under this Agreement shall be payable, by electronic transfer through the banking system, within 30 days from the date of the relevant invoice sent to the Client.
2.2 NORTHGATE shall by written notice of at least 30 days be entitled to increase any or all of the Fees, provided that such increase shall not be greater than the Consumer Price Index increase for the previous twelve month period, plus an amount up to a maximum additional three per cent.
3. Rights of Ownership
Unless specifically stated otherwise, all Intellectual Property rights relating to the Services, software and application programs and business processes developed by NORTHGATE pursuant to this Agreement will remain the property of NORTHGATE. NORTHGATE will be entitled to use these Intellectual Property rights, software and programs for other applications and in providing services for others. The Client undertakes that it will not make the Intellectual Property rights and/or programs obtained from NORTHGATE pursuant to this Agreement available to any other person and will not use the same in any way other than in accordance with this Agreement.
3.2. For the purpose of receiving the benefit of the Payroll Services, if applicable, NORTHGATE grants to the Client a non-exclusive licence to use any software supplied by NORTHGATE, for the term of this Agreement,
3.3. The Client shall not modify, alter, adapt, reverse engineer, decompile or allow any third party to make use of any such software.
Each of the parties shall procure that information disclosed by one to the other in accordance with this Agreement shall be kept confidential and shall not be used or divulged for any purposes other than those required or permitted by this Agreement, save where such information is already in the public domain (other than as a consequence of this clause), is already in the possession of, or has been independently developed by, the receiving party, or is required to be disclosed by law.
5. Client Data
To the extent that any data or information belonging to the Client is personal data within the meaning of the Data Protection Acts 1988 and 2003, as amended from time to time:
(a) NORTHGATE will process such data and information only in accordance with the Client's instructions;
(b) NORTHGATE reserves the right, subject to prior written notice to the Client, to sub-contract elements of the Payroll Service (including without limitation document management and payroll processing). Such sub-contract may be fulfilled by a subcontractor to NORTHGATE based outside the European Economic Area. In any such sub-contract, NORTHGATE shall ensure compliance with the Data Protection Act 1998 and 2003. NORTHGATE recommend, as part of this compliance, that the Client notify its employees that their personal data may be processed outside of the European Economic Area; and
(c) NORTHGATE will take such measures against unauthorised or unlawful processing and accidental loss or destruction of, or damage to, such data and information as are appropriate to the Client as data controller, provided that NORTHGATE shall not be obliged to take any measures higher than that required by law, without additional charge to the Client.
6. Limitation of Liability
6.1 NORTHGATE shall accept the following liability in respect of the Services:
(a) for death or personal injury, to the extent caused by the negligent error or omission, breach or default, of NORTHGATE;
(b) for direct physical loss or damage to the Client’s tangible property up to an aggregate amount of 150% of the Fees paid or payable hereunder or one million Euros, whichever is the greater, where, and to the extent that, such loss or damage is caused by the negligent error or omission, breach or default, of NORTHGATE;
(c) for direct loss or damage, other than governed by Clause 6.1(a) or 6.1(b) above, up to an aggregate amount of 150% of the Fees paid or payable hereunder or one hundred thousand Euros, whichever is the greater, where, and to the extent that, such loss or damage is caused by the negligent error or omission, breach or default, of NORTHGATE.
6.2 In no event will NORTHGATE be liable for any consequential, indirect or special loss or damage howsoever arising, nor will it be liable for any loss of profits, loss of anticipated savings, loss of business, loss of revenue, loss arising from any delay or loss of goodwill.
6.3 To the fullest extent permitted by law, NORTHGATE shall have no liability for any losses, damages or costs which arise as a result of any fault of any credit transfer facility through the electronic funds transfer system operated by a Bank through whom credit transfers will be effected in relation to the Services.
7. Force Majeure
Neither party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion, accident, industrial dispute affecting either party or civil commotion.
8.1 This Agreement may be terminated by either party at any time for the following reasons:
(a) If the other commits any material breach of any term of this Agreement including the non-payment of undisputed invoices by the Client, and fails to remedy the breach within 30 days;
(b) In the case of non–performance by either party due to a Force Majeure event which lasts for more than 60 days;
(c) In the event of the other party entering a voluntary arrangement, or voluntary liquidation, being the subject of an administration or compulsory liquidation order or calling in a receiver or an administrative receiver or in the event of any other insolvency related event occurring.
8.2 On termination of this Agreement as herein provided the Client may obtain, on request, the contents of the computer data files as they exist at the time, on payment of such reasonable costs in respect data media, computer processing or manpower required to provide these contents in the form requested.
Either Party may assign or transfer all or any part of its rights, benefits and/or obligations under this Agreement subject to the prior written agreement of the other Party, such agreement not to be unreasonably withheld.
10. Governing law
This Agreement shall be governed by and construed in all respects in accordance with the Laws of Ireland and the parties hereby submit themselves to the exclusive jurisdiction of the Courts of Ireland.