1.Definitions
In this Master Services Agreement (the "Agreement"), the following terms have the meanings set out below: "Provider" means Grouper Technology Limited, a company incorporated in Ireland (company number 123456) whose registered office is at [Registered Address], Ireland; "Customer" means the legal entity identified in the applicable Order Form who has accepted this Agreement; "BambooHR" means BambooHR LLC, a Utah limited liability company and the owner of the Software; "Software" means the BambooHR human resource information system and all associated software-as-a-service modules made available by BambooHR; "Services" means the implementation, configuration, training, support, and consultancy services provided by the Provider to the Customer, together with facilitation of the Customer's access to the Software under the BambooHR Customer Terms of Service; "Order Form" means a written order or statement of work executed by both parties setting out the specific Services, fees, and subscription details; "Authorised Users" means the Customer's employees, contractors, and agents permitted to access the Software under the Customer's subscription; "Customer Data" means all data, content, and information submitted by or on behalf of the Customer or its Authorised Users to the Software or the Provider in connection with the Services; "Confidential Information" means any information disclosed by one party to the other that is marked confidential or that ought reasonably to be regarded as confidential given its nature and the circumstances of disclosure; "GDPR" means Regulation (EU) 2016/679 (General Data Protection Regulation), together with the Irish Data Protection Act 2018 and any implementing or supplementary national legislation; "Personal Data", "Controller", "Processor", "Processing", and "Data Subject" have the meanings given in the GDPR; "Subscription Term" means the period during which the Customer has a valid subscription to the Software, as set out in the applicable Order Form; "Effective Date" means the date on which the Customer signs or otherwise accepts an Order Form incorporating this Agreement.
"Force Majeure Event" means any circumstance beyond the reasonable control of the affected party including acts of God, fire, flood, earthquake, storm, epidemic, pandemic, war, terrorism, civil unrest, action of governmental authorities, failure of third-party telecommunications networks, or denial of service attacks; "Intellectual Property Rights" means patents, trade marks, service marks, registered designs, applications for any of those rights, trade and business names, unregistered trade marks and service marks, unregistered designs, copyrights, database rights, rights in computer software, rights in inventions, rights in Confidential Information, know-how and any other intellectual property rights, whether registered or unregistered, and all rights or forms of protection of a similar nature or having equivalent or similar effect; "Documentation" means any user guides, technical specifications, and help materials made available by BambooHR or the Provider in connection with the Software; "Fees" means the charges payable by the Customer to the Provider as set out in the applicable Order Form; "Renewal Term" means any successive period following the initial Subscription Term for which the Agreement automatically renews in accordance with clause 14.
2.Services and Scope
The Provider agrees to provide the Services to the Customer as described in each Order Form. The Services may include: (a) configuring and implementing the Software for the Customer's organisation; (b) migrating existing HR data from legacy systems to the Software; (c) training the Customer's designated users on the features and functionality of the Software; (d) providing ongoing helpdesk and technical support during the agreed support hours; (e) consultancy and advisory services relating to HR processes and best practices; and (f) facilitating the Customer's subscription to the Software under BambooHR's Customer Terms of Service.
The Customer acknowledges that: (i) the Software is owned and operated by BambooHR and is provided to the Customer subject to BambooHR's Customer Terms of Service, which the Customer agrees to accept as a condition of accessing the Software; (ii) the Provider acts as an authorised implementation and support partner of BambooHR and not as an agent of BambooHR for the purposes of any representation or warranty regarding the Software; (iii) BambooHR retains sole responsibility for the operation, availability, and functionality of the Software platform; and (iv) the Provider's obligations under this Agreement relate solely to the Services it directly provides and do not extend to obligations that are expressly those of BambooHR under the BambooHR Customer Terms of Service.
The Provider will use reasonable skill and care in delivering the Services and will assign personnel with appropriate qualifications and experience. Where a Statement of Work is agreed as part of an Order Form, the Provider will perform the work described therein within any timescales agreed, subject to the Customer providing timely cooperation, access, and information as reasonably required. The Provider reserves the right to modify the composition of its personnel assigned to the Customer's account from time to time, provided that any replacement personnel have equivalent skills and experience.
3.Order Forms and Statements of Work
Each Order Form shall incorporate this Agreement by reference and shall specify: (a) a description of the Services to be provided; (b) the Subscription Term; (c) the number of Authorised Users; (d) the Software modules to which the Customer will have access; (e) the applicable Fees and payment schedule; (f) any service level commitments specific to that engagement; and (g) such other terms as the parties agree in writing. In the event of any conflict between this Agreement and an Order Form, the Order Form shall prevail to the extent of the inconsistency, unless the Order Form expressly states otherwise.
A Statement of Work incorporated into or attached to an Order Form sets out the detailed scope of any project-based implementation or consultancy Services. Changes to a Statement of Work must be agreed in writing by both parties through a change control process. Where a requested change is outside the original scope, the Provider will provide a written change request setting out the additional work, revised timescales, and any additional Fees. Implementation of any change shall not commence until the Customer provides written approval of the change request.
The Customer may request additional Authorised Users or Software modules at any time by written request to the Provider. Any such additions will be subject to additional Fees at the then-current rates and will take effect from the date of written confirmation by the Provider. The Provider may introduce new Service offerings from time to time; these will be made available to the Customer under a separate Order Form.
4.Fees and Payment Terms
The Customer shall pay all Fees in accordance with the payment schedule set out in the applicable Order Form. Unless otherwise stated in an Order Form: (a) BambooHR Software subscription fees are invoiced annually in advance; (b) implementation and project fees are invoiced as set out in the relevant Statement of Work, typically at agreed project milestones; (c) ongoing support and managed service fees are invoiced monthly in advance; and (d) all Fees are stated exclusive of value added tax (VAT) or other applicable taxes, which will be added at the prevailing rate.
Payment is due within thirty (30) days of the date of invoice unless otherwise agreed in writing. The Customer shall make all payments in Euro (EUR) unless an alternative currency is specified in the Order Form. Where payments are made in a currency other than Euro, the Customer bears any currency conversion costs. The Provider reserves the right to amend its pricing annually on not less than sixty (60) days' written notice to the Customer. Such amended pricing shall take effect from the commencement of the next Renewal Term or, where agreed in an Order Form, from a specified date.
Where any undisputed invoice remains unpaid after the due date, the Provider may: (a) charge interest on the overdue amount at the rate of 8% per annum above the European Central Bank base rate, calculated on a daily basis from the due date until actual payment; (b) suspend the Services and the Customer's access to the Software (following not less than seven (7) days' written notice) until all outstanding amounts are paid in full; and (c) recover reasonable costs and expenses incurred in collecting the overdue amount. The Customer shall notify the Provider in writing within fourteen (14) days of receipt of an invoice if it disputes any element of that invoice, setting out in reasonable detail the basis for the dispute.
All Fees paid by the Customer are non-refundable except as expressly set out in this Agreement or required by applicable Irish law. Credits may be issued in accordance with any service level agreement set out in the applicable Order Form. The Customer is responsible for all bank charges or transfer fees associated with payment. The Provider may set off any amounts owed by the Customer to the Provider against any amounts owed by the Provider to the Customer.
5.Customer Obligations
The Customer shall: (a) provide the Provider with all cooperation, access, information, and resources reasonably required to enable the Provider to perform the Services; (b) ensure that its Authorised Users comply with BambooHR's Customer Terms of Service and the Provider's reasonable instructions regarding use of the Software; (c) maintain the confidentiality of all Authorised User account credentials and notify the Provider immediately upon becoming aware of any unauthorised access; (d) ensure that Customer Data submitted to the Software is accurate, complete, and does not infringe the rights of any third party; (e) obtain and maintain all licences, consents, and authorisations required by applicable law in connection with the Customer's use of the Services; and (f) comply with all applicable laws and regulations in connection with its use of the Services and the Software.
The Customer shall not, and shall ensure that its Authorised Users do not: (a) access the Software other than through the interfaces made available by BambooHR or the Provider; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software; (c) use the Software to store or transmit any unlawful, infringing, defamatory, harmful, or objectionable content; (d) introduce any virus, malicious code, or other harmful software into the Software; (e) attempt to circumvent, disable, or interfere with any security features of the Software; (f) use the Software to build a competing product or service; or (g) resell, sub-licence, or otherwise commercially exploit the Software without the prior written consent of both the Provider and BambooHR.
The Customer appoints a named primary contact (the "Customer Project Manager") who shall act as the Customer's single point of contact for all matters relating to the Services and shall have authority to provide instructions and approvals on behalf of the Customer. The Customer shall ensure that the Customer Project Manager is available and responsive during normal business hours to facilitate timely delivery of the Services. Where the Customer fails to provide cooperation or approvals within a reasonable timeframe, the Provider may adjust agreed timescales and may charge for any resulting additional costs, subject to prior written notification.
6.Intellectual Property Rights
All Intellectual Property Rights in the Software, the BambooHR platform, and all related Documentation vest in and remain the property of BambooHR. All Intellectual Property Rights in any proprietary methodologies, tools, templates, know-how, and pre-existing materials used by the Provider in delivering the Services vest in and remain the property of the Provider or its licensors. This Agreement does not transfer any ownership of Intellectual Property Rights from the Provider or BambooHR to the Customer.
Subject to the terms of this Agreement and timely payment of all applicable Fees, the Provider grants the Customer a limited, non-exclusive, non-transferable, revocable licence to use any Provider-created deliverables, configuration documents, and training materials provided to the Customer solely for the Customer's internal business purposes during the Subscription Term. The Customer shall not use such materials for any other purpose or share them with any third party without the Provider's prior written consent.
The Customer retains all Intellectual Property Rights in the Customer Data. The Customer grants the Provider and BambooHR a limited, non-exclusive, royalty-free licence to access, process, and use the Customer Data solely to the extent necessary to provide the Services and the Software. Neither the Provider nor BambooHR will use the Customer Data for any other purpose without the Customer's prior written consent, except that BambooHR may use anonymised, aggregated data derived from the Customer's use of the Software for product improvement and benchmarking purposes as described in BambooHR's Customer Terms of Service.
Any feedback, suggestions, or ideas provided by the Customer or its Authorised Users regarding the Software or the Services may be used by BambooHR or the Provider without restriction, obligation, or compensation. The Customer waives any moral rights it may have in such feedback to the fullest extent permitted by applicable law.
7.Confidentiality
Each party (the "Receiving Party") agrees to hold all Confidential Information of the other party (the "Disclosing Party") in strict confidence and to use such Confidential Information only for the purposes of performing its obligations or exercising its rights under this Agreement. The Receiving Party shall protect the Disclosing Party's Confidential Information using no less than the same degree of care it uses to protect its own confidential information of a similar nature, and in any event no less than a reasonable degree of care.
Confidential Information does not include information that: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was already known to the Receiving Party at the time of disclosure, as evidenced by written records predating disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is disclosed to the Receiving Party by a third party who has the right to make such disclosure without restriction. The burden of proving that an exception applies rests with the Receiving Party.
The Receiving Party may disclose Confidential Information to its employees, officers, agents, subcontractors, and advisers who have a need to know such information for the purposes of this Agreement, provided that the Receiving Party ensures that such persons are subject to confidentiality obligations at least equivalent to those in this clause. The Receiving Party may also disclose Confidential Information where required to do so by applicable law, regulation, or court order, provided it gives the Disclosing Party such advance notice as is reasonably practicable and cooperates with the Disclosing Party in seeking any available protective order.
The obligations of confidentiality set out in this clause shall survive the expiration or termination of this Agreement for a period of five (5) years from the date of last disclosure. The parties acknowledge that a breach of confidentiality obligations may cause irreparable harm for which monetary damages would not be an adequate remedy, and accordingly the non-breaching party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available to it.
8.Data Protection and GDPR Compliance
Each party shall comply with all applicable data protection legislation in relation to the Personal Data processed in connection with this Agreement. To the extent that the Provider processes Personal Data on behalf of the Customer in connection with the Services, the Customer is the Controller and the Provider is the Processor (or, where BambooHR processes such data, BambooHR acts as sub-Processor). The terms of the Provider's Data Processing Addendum ("DPA"), available at bamboohr.grouper.ie/legal/data-processing-agreement, are incorporated into this Agreement by reference. In the event of any conflict between the DPA and this Agreement with respect to the processing of Personal Data, the DPA shall prevail.
The Customer warrants and represents that: (a) it has a valid lawful basis for the Processing of Personal Data transferred to the Provider and BambooHR; (b) it has provided all notices and obtained all consents required by applicable data protection legislation from the relevant Data Subjects; (c) the Personal Data provided to the Provider or BambooHR is accurate and kept up to date; and (d) it has in place appropriate technical and organisational measures to protect Personal Data in accordance with the GDPR. The Customer shall indemnify and hold the Provider harmless against any claims, fines, penalties, or losses arising from the Customer's failure to fulfil its obligations as Controller.
The Provider shall process Personal Data only on documented instructions from the Customer, as set out in this Agreement and the applicable Order Form or DPA. The Provider shall ensure that any person authorised by the Provider to process Personal Data is subject to appropriate confidentiality obligations. The Provider shall notify the Customer without undue delay upon becoming aware of a Personal Data breach affecting the Customer's data, and in any event within seventy-two (72) hours of becoming aware, so as to enable the Customer to fulfil its own notification obligations to the relevant supervisory authority and affected Data Subjects.
The parties acknowledge that the Software may involve the transfer of Personal Data outside the European Economic Area. Such transfers are governed by the Standard Contractual Clauses incorporated into the BambooHR Data Processing Agreement, which the Customer agrees to as a condition of using the Software. The Provider shall maintain a register of Sub-Processors engaged in connection with the Services and shall not appoint additional Sub-Processors without giving the Customer reasonable advance notice and an opportunity to object on grounds of data protection compliance.
9.Service Levels and Support
The Provider shall make the implementation and support Services available during normal Irish business hours (09:00 to 17:30, Monday to Friday, excluding Irish public holidays), unless a different service window is specified in an Order Form. Response times for support requests shall be as set out in the applicable Order Form. In the absence of agreed service level targets in an Order Form, the Provider will use commercially reasonable efforts to acknowledge support requests within four (4) business hours and to resolve issues within timescales proportionate to their business impact.
The Customer acknowledges that the availability and performance of the Software is governed by BambooHR's Customer Terms of Service and associated service level agreement, and that the Provider has no liability for any downtime, outage, or degraded performance of the Software that is outside the Provider's reasonable control. The Provider will promptly escalate to BambooHR any issues that relate to the Software platform itself and will keep the Customer reasonably informed of progress.
The Provider may carry out scheduled maintenance on any Provider-managed infrastructure or tools outside normal business hours. The Provider will give the Customer at least twenty-four (24) hours' advance notice of any planned maintenance that is reasonably likely to affect the Customer's use of the Services. Emergency maintenance necessary to address critical security vulnerabilities or system failures may be carried out without advance notice, but the Provider shall notify the Customer as soon as reasonably practicable.
10.Representations and Warranties
The Provider warrants that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the Services will be performed with reasonable skill, care, and diligence by appropriately qualified personnel; (c) the Provider will comply with all applicable laws and regulations in the performance of the Services; (d) the Provider holds and will maintain all necessary licences, authorisations, and certifications required to deliver the Services; and (e) the Services and any materials provided by the Provider to the Customer will not infringe the Intellectual Property Rights of any third party.
The Customer warrants that: (a) it has full power and authority to enter into this Agreement; (b) it has the right to provide the Customer Data to the Provider and BambooHR; (c) its use of the Services and the Software will comply with all applicable laws and regulations; and (d) all information provided to the Provider in connection with this Agreement is accurate and complete in all material respects.
EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PROVIDER EXCLUDES ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR SATISFACTORY QUALITY. THE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE IS OPERATED BY BAMBOOHR, AND THAT THE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES ON BEHALF OF BAMBOOHR.
11.Indemnification
The Provider shall indemnify, defend, and hold harmless the Customer from and against any third-party claims, proceedings, losses, damages, costs, and expenses (including reasonable legal fees) arising from: (a) any infringement by the Services (excluding the Software) of a third party's Intellectual Property Rights; (b) the Provider's breach of its confidentiality obligations under this Agreement; or (c) the Provider's wilful misconduct or gross negligence. This indemnity is conditioned upon the Customer promptly notifying the Provider in writing of any such claim, granting the Provider sole control over the defence and settlement of the claim, and providing the Provider with reasonable cooperation and assistance.
The Customer shall indemnify, defend, and hold harmless the Provider and BambooHR from and against any third-party claims, proceedings, losses, damages, costs, and expenses (including reasonable legal fees) arising from: (a) the Customer's breach of this Agreement or BambooHR's Customer Terms of Service; (b) the Customer's use of the Services or the Software in violation of applicable law; (c) any claim by a Data Subject or supervisory authority arising from the Customer's failure to comply with its obligations as Controller; (d) the Customer Data infringing the Intellectual Property Rights or other rights of any third party; or (e) the Customer's wilful misconduct or gross negligence.
A party seeking indemnification (the "Indemnified Party") shall: (a) give the indemnifying party prompt written notice of the relevant claim; (b) give the indemnifying party sole control of the defence and settlement of such claim (subject to the Indemnified Party's right to approve any settlement that imposes liability on or adversely affects the Indemnified Party); and (c) provide the indemnifying party with all reasonable cooperation and assistance. Failure to comply with the notice requirements in this clause shall not release the indemnifying party from its obligations, except to the extent that the indemnifying party is materially prejudiced by such failure.
12.Limitation of Liability
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE EITHER PARTY'S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW; OR (D) ANY OBLIGATION TO PAY FEES OR OTHER AMOUNTS DUE AND PAYABLE UNDER THIS AGREEMENT.
SUBJECT TO THE PRECEDING PARAGRAPH, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE LOSS OR DAMAGE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL, OR LOSS OR CORRUPTION OF DATA, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
SUBJECT TO THE FOREGOING, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO THE PROVIDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE. THIS LIMITATION APPLIES TO ALL CLAIMS IN AGGREGATE AND NOT SEPARATELY TO EACH INCIDENT GIVING RISE TO A CLAIM.
The Customer acknowledges that the limitations and exclusions of liability in this clause are reasonable having regard to the nature of the Services, the Fees charged, and the availability of insurance. The parties have considered the risk allocation set out in this Agreement and have determined that it is fair and reasonable in the circumstances. Nothing in this clause affects any obligations of the Customer to pay Fees in accordance with this Agreement.
13.Force Majeure
Neither party shall be in breach of this Agreement or liable for any delay or failure to perform its obligations to the extent that such delay or failure arises from a Force Majeure Event, provided that: (a) the affected party notifies the other party in writing as soon as reasonably practicable of the nature and extent of the Force Majeure Event; (b) the affected party uses reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as soon as reasonably practicable; and (c) the Force Majeure Event was not foreseeable at the time of entering into this Agreement.
If a Force Majeure Event continues for a period of more than sixty (60) consecutive days, either party may terminate the affected Order Form or, where the Force Majeure Event affects the entirety of the Services, this Agreement, by giving not less than fourteen (14) days' written notice to the other party. In such event, neither party shall have any liability to the other arising from such termination, except that the Customer shall pay for Services properly performed prior to the Force Majeure Event. Obligations to make payments that have already fallen due are not affected by Force Majeure.
14.Term and Termination
This Agreement commences on the Effective Date and continues until the expiration or termination of all active Order Forms, unless earlier terminated in accordance with this clause. Each Order Form shall specify an initial Subscription Term and shall automatically renew for successive Renewal Terms of equal duration unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current Subscription Term.
Either party may terminate this Agreement and any or all Order Forms immediately by written notice if: (a) the other party commits a material breach of this Agreement and (where the breach is capable of remedy) fails to remedy that breach within thirty (30) days of receiving written notice specifying the breach and requiring its remedy; (b) the other party becomes insolvent, makes any composition or arrangement with its creditors, has a receiver, examiner, or administrator appointed, is wound up (other than for the purpose of a solvent reconstruction or amalgamation), or ceases to carry on business; or (c) the other party undergoes a change of control, where the party seeking to terminate reasonably believes the change of control to be materially adverse to its interests.
The Provider may suspend the Services (including the Customer's access to the Software) immediately without liability where: (a) the Customer fails to pay any undisputed amount due within seven (7) days of a written payment demand following the expiry of the payment period set out in clause 4; (b) the Customer is in material breach of BambooHR's Customer Terms of Service; (c) the Provider is required to do so by BambooHR; or (d) the Provider reasonably believes that continued provision of the Services creates a material legal or security risk. The Provider will give the Customer advance notice of any planned suspension wherever it is safe and practicable to do so.
Termination of this Agreement or any Order Form for any reason shall not affect: (a) any rights or remedies of either party accrued prior to termination; (b) the Customer's obligation to pay Fees for Services properly rendered before the date of termination; or (c) any provisions of this Agreement which are expressed or by their nature intended to survive termination. Upon termination, all licences granted to the Customer under this Agreement shall immediately cease.
15.Post-Termination Obligations
Upon expiration or termination of this Agreement for any reason: (a) the Customer shall immediately cease all use of the Services and the Software; (b) each party shall, at the other's written request, promptly return or securely destroy all Confidential Information of the other party in its possession; and (c) the Customer shall pay all outstanding Fees within fourteen (14) days of the date of termination.
Following termination of the Customer's subscription to the Software, BambooHR's Customer Terms of Service govern the period during which the Customer may export its Customer Data from the Software. The Provider will provide reasonable assistance to the Customer in exporting Customer Data, subject to any applicable Fees for such assistance being agreed in advance. The Customer is solely responsible for ensuring that it has completed any required export of Customer Data before the expiry of the relevant period under BambooHR's Customer Terms of Service.
The following clauses shall survive the expiration or termination of this Agreement for any reason: clause 1 (Definitions), clause 6 (Intellectual Property Rights) insofar as it relates to rights accrued during the term, clause 7 (Confidentiality), clause 8 (Data Protection) insofar as required by applicable law, clause 11 (Indemnification), clause 12 (Limitation of Liability), clause 15 (Post-Termination Obligations), clause 16 (Governing Law and Dispute Resolution), and clause 17 (General Provisions). Survival shall not extend the term of any licence granted under this Agreement.
16.Governing Law and Dispute Resolution
This Agreement 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 laws of Ireland. The parties irrevocably agree that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, its subject matter, or formation, and each party irrevocably submits to the exclusive jurisdiction of the Irish courts for such purposes.
Before commencing any formal dispute proceedings, the parties shall seek to resolve any dispute through good-faith negotiation. Either party may initiate the dispute resolution process by serving a written notice on the other party setting out the nature of the dispute and the resolution sought. Senior representatives of each party shall meet (in person or by video conference) within fifteen (15) business days of such notice to attempt to resolve the dispute. If the dispute is not resolved within thirty (30) days of the notice (or such longer period as the parties may agree in writing), either party may commence formal proceedings in accordance with this clause.
Nothing in this clause shall prevent either party from seeking emergency or interim relief from a court of competent jurisdiction (including injunctive relief) where necessary to protect its rights pending resolution of a dispute. The existence of any dispute or claim shall not entitle either party to suspend performance of its obligations under this Agreement, except where expressly permitted by the terms of this Agreement.
17.General Provisions
This Agreement, together with all Order Forms and incorporated documents (including the DPA, BambooHR's Customer Terms of Service, and any applicable Statements of Work), constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, representations, warranties, negotiations, and understandings, whether oral or in writing. Each party acknowledges that it has not relied on any representation, warranty, or undertaking given by the other party that is not set out in this Agreement. Nothing in this clause limits or excludes liability for fraudulent misrepresentation.
No amendment or variation of this Agreement shall be effective unless it is in writing and signed by a duly authorised representative of each party. No waiver by either party of any breach of, or failure to comply with, any provision of this Agreement shall be construed as a waiver of any future breach or failure of the same or any other provision. A failure or delay in exercising any right or remedy under this Agreement shall not constitute a waiver of that right or remedy. Rights and remedies are cumulative and not exclusive of any other rights or remedies provided by law.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision 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 shall be deemed deleted. Any modification or deletion shall not affect the validity and enforceability of the rest of this Agreement.
Neither party may assign, transfer, charge, or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the other party, except that: (a) the Provider may assign this Agreement to any affiliate or to any successor to all or substantially all of its business or assets relating to the Services; and (b) BambooHR may enforce its rights under any clause of this Agreement intended for its benefit as a third party in accordance with the Contracts (Rights of Third Parties) Act 1999 (as applicable in Ireland). Any attempted assignment in violation of this clause shall be void.
All notices under this Agreement shall be in writing and shall be deemed duly given when: (a) delivered by hand to the recipient; (b) sent by pre-paid first-class post or recorded delivery to the address set out in the applicable Order Form; or (c) sent by email to the email address specified in the applicable Order Form, with acknowledgment of receipt by the recipient. Notices sent by post shall be deemed received three (3) business days after posting; notices sent by email shall be deemed received at the time of transmission, provided that the sender does not receive a delivery failure notification. Each party shall promptly notify the other in writing of any change to its contact details.
The Provider may subcontract the performance of any part of the Services to a third party without the Customer's prior consent, provided that: (a) the Provider remains responsible for the acts and omissions of any subcontractor as if they were the Provider's own; (b) the subcontractor is subject to obligations equivalent to those imposed on the Provider under this Agreement; and (c) the Provider notifies the Customer of any subcontractor engaged to perform a material part of the Services. The Provider shall not engage a subcontractor who is a direct competitor of the Customer, where the Provider has been made aware of such competitive relationship in writing.
This Agreement does not create a partnership, joint venture, employment, or agency relationship between the parties. Neither party has any authority to bind the other party in any way. The Provider's relationship with the Customer is that of an independent contractor. Each party is responsible for its own tax affairs and for the employment costs of its own personnel.
The Provider may update this Agreement from time to time. The Provider will give the Customer at least sixty (60) days' written notice of any material changes to this Agreement. The Customer's continued use of the Services following the effective date of any updated Agreement constitutes acceptance of the changes. If the Customer objects to any changes, it may terminate the affected Order Form on not less than thirty (30) days' written notice, provided such notice is given before the changes take effect. For the avoidance of doubt, the Provider may update BambooHR's Customer Terms of Service and the DPA in accordance with the terms of those documents.
