Terms & Policies

Terms of Service

Last updated: May 2026

EBLANA LEARNING - SOFTWARE AS A SERVICE Subscription Agreement

This Software as a Service Subscription Agreement (the “Agreement”) is entered into effective upon signing the quote provided by ELL between Eblana Learning Limited and Customer

BETWEEN

1. Eblana Learning Limited, a private limited company incorporated and registered in Ireland with company number 761714 whose registered office is at 47 Delwood Rd, Castleknock, Dublin 15, Ireland (“ELL”)
2. Company, organisation or school who agrees with the quote provided by ELL. (the “Customer”).

BACKGROUND

1. ELL has developed certain software applications and platforms which it makes available to subscribers via the internet on a pay-per-use basis for the purpose of empowering professional growth around AI through asynchronous, robust learning modules.
2. The Customer wishes to use ELL's service in its organisation.
3. ELL has agreed to provide and the Customer has agreed to take and pay for ELL's service subject to the terms and conditions of this Agreement.

Agreed terms

1. Interpretation

1. 1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
   1. Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in 2.2(d) and who has a Login.
   2. Business Day: a day other than a Saturday, Sunday or public holiday in Ireland when banks in Dublin are open for business.
   3. Change of Control: a change in the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be interpreted accordingly.
   4. Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in 11.1.
   5. Controller: means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
   6. Customer Data: the data inputted by the Customer, Authorised Users, or ELL on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
   7. Data Protection Laws: means all laws and regulations applicable to each party in relation to the Processing of Personal Data under the Agreement in force from time to time, including, as appropriate, the GDPR, the UK GDPR, the Data Protection Act 2018 (as enacted in each of the UK and Ireland), and other applicable laws and regulations of the UK, European Union, the EEA and their member states relating to data protection, and any binding guidance or codes of practice issued by any Regulator (all as amended, updated or re-enacted from time to time).
   8. Data Subject: means the individual to whom Personal Data relates.
   9. Data Subject Request: means a Data Subject's request to exercise that person’s rights under Data Protection Laws in respect of that person’s Personal Data, including, without limitation, the right to access, correct, amend, transfer, obtain a copy of, object to the processing of, block or delete such Personal Data.
   10. Documentation: the documents and materials made available to the Customer by ELL online via such web address as may be notified by ELL to the Customer from time to time and the user instructions for the Services.
   11. EEA: means European Economic Area.
   12. Effective Date: the date of this Agreement.
   13. GDPR: means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation).
   14. Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies (whether mandatory or not)), international and national standards, which are applicable to either the Customer or an Authorised User (but not ELL) relating to security of network and information systems and security breach and incident reporting requirements, which may include the Cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information Systems Regulations 2018 (SI 506/2018), Digital Operational Resilience Act, all as amended or updated from time to time.
   15. Initial Subscription Term: the initial term of this Agreement as set out in Schedule 2.
   16. Licensed Content: means content and materials consisting of courses, materials, assessments, software and related materials made available on the Services including, but not limited to, The AI Suite by Eblana Learning.
   17. Login: means a username/ email address and password assigned to an individual for purposes of accessing the Services.
   18. Normal Business Hours: 9.00am to 5.30pm local Irish time, each Business Day.
   19. Personal Data: means any information relating to an identified or identifiable natural person made available to ELL in connection with the Services; an identifiable natural person, is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to the physical, physiological, mental, economic, cultural or social identity of that natural person.
   20. Processing or Process: means any operation or set of operations which is performed by or on behalf of ELL as part of the Services upon Personal Data, whether or not by automatic means, such as collection, recording, organisation, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
   21. Processor: means the entity which Processes Personal Data on behalf of the Controller.
   22. Regulator: means the data protection authority or other regulatory, governmental or supervisory authority with authority over all or any part of (a) the provision or receipt of the Services, (b) the Processing of Personal Data in connection with the Services or (c) ELL’s business or personnel relating to the Services, and for the avoidance of doubt shall include the European Data Protection Board.
   23. Renewal Period: the period described in 14.1.
   24. Security Incident: means any Personal Data Breach (as defined in GDPR and if, and to the extent, applicable, UK GDPR) or other incident that has resulted, or is reasonably likely to result, in any accidental, unauthorised or unlawful destruction, loss, alteration, disclosure of, access to or encryption of (a) Personal Data or (b) other information under ELL’s control where such incident has the potential to harm Customer’s business, clients, employees, systems or reputation.
   25. Services: means the software as a service subscription services and the Licensed Content, provided by ELL to the Customer under this Agreement via The AI Suite by Eblana Learning, available at app.eblanalearning.com, as more particularly described in the Documentation.
   26. Software: the online software applications provided by ELL as part of the Services.
   27. Standard Contractual Clauses: means, as applicable by reference to the Data Protection Laws relevant to the Processing, the European Commission's Standard Contractual Clauses for the transfer of Personal Data from the European Union to processors established in third countries, as set out in the Annex to Commission Decision 2010/87/EU, standard clauses made by the UK Secretary of State under Section 119A of the DPA 2018, or such alternative clauses as may be approved from time to time by the European Commission or the UK Secretary of State.
   28. Subcontractor: means a third-party subcontractor engaged by or on behalf of ELL that will process Personal Data as part of the performance of the Services.
   29. Subscription Fees: the subscription fees payable by the Customer to ELL for the User Subscriptions, as set out in 1 of Schedule 1.
   30. Subscription Term: has the meaning given in 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
   31. Support Services Policy: ELL's policy for providing support in relation to the Services as made available at any website address as may be notified to the Customer from time to time.
   32. Third Party Services: means any applications, products, websites, and services not provided by ELL that are used by Customer in conjunction with the Service.
   33. UK GDPR: means the retained version of GDPR in the UK pursuant to s.3 of the European Union (Withdrawal) Act 2018, and as defined in s.3(10) and s.205(4) of the UK Data Protection Act 2018, as the same may be amended or updated from time to time.
   34. User Subscriptions: the user subscriptions purchased by the Customer pursuant to 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this Agreement.
   35. Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
   36. Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.
2. 1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
3. 1.3 The Interpretation Act shall apply to this Agreement.
4. 1.4 Any reference to any provision of any legislation shall include any modification, re-enactment or extension thereof and shall also include any subordinate legislation made from time to time under such provision. Any reference to any provision of any legislation, unless the context clearly indicates to the contrary, shall be a reference to legislation of Ireland.
5. 1.5 Any reference in this Agreement to a party shall mean any of ELL or the Customer and any such reference to parties shall mean all of them.
6. 1.6 Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
7. 1.7 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.

2. Using the Services

1. 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with 3.3 and 9.1, the restrictions set out in this 2 and the other terms and conditions of this Agreement, ELL hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business and organisational operations.
2. 2.2 In relation to the Authorised Users, the Customer undertakes that:
   1. the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
   2. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
   3. each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed no less frequently than annually and that each Authorised User shall keep their password confidential. ELL will not be liable for any loss or damage from Customer’s or Authorised User’s failure to maintain the security of their password and Customer must promptly notify ELL if Customer becomes aware of any unauthorized access to or use of any Authorised User’s password;
   4. it shall maintain a written, up to date list of current Authorised Users and provide such list to ELL within 5 Business Days of ELL's written request at any time or times;
   5. it shall not game or attempt to game our Services for any reason, including to receive lower pricing, for example, by impersonating others, or sharing passwords or encouraging Authorised Users to share theirs;
   6. it shall permit ELL or ELL's designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer's data processing facilities to audit compliance with this Agreement. Each such audit may be conducted no more than once per quarter, at ELL's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
   7. if any of the audits referred to in 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to ELL's other rights, the Customer shall promptly disable such passwords and ELL shall not issue any new passwords to any such individual; and
   8. if any of the audits referred to in 2.2(e) reveal that the Customer has underpaid Subscription Fees to ELL, then without prejudice to ELL's other rights, the Customer shall pay to ELL an amount equal to such underpayment as calculated in accordance with the prices set out in 1 of Schedule 1 within 10 Business Days of the date of the relevant audit.
3. 2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
   1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
   2. facilitates illegal activity;
   3. depicts sexually explicit images;
   4. promotes unlawful violence;
   5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
   6. is otherwise illegal or causes damage or injury to any person or property; and ELL reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
4. 2.4 The Customer shall not:
   1. 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:
      1. 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 Documentation (as applicable) in any form or media or by any means; or
      2. attempt to de-compile, reverse compile, disassemble, reverse engineer, attempt to derive the source code of, modify or create derivative works of the Services (or any part thereof) or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or
   2. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
   3. use the Services and/or Documentation to provide services to third parties; or
   4. subject to 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users in accordance with this Agreement, or
   5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this 2; or
   6. introduce or permit the introduction of any Virus or Vulnerability into the Services or ELL's network and information systems.
5. 2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify ELL.
6. 2.6 The Customer is responsible for providing all hardware, software, networking, and communications capabilities necessary for Customer’s access to the Services. The Customer is responsible for all activities conducted by each of its Users and each User’s compliance with the terms of this Agreement. Customer is solely responsible for the accuracy, quality, integrity, and legality of Customer Material and the means by which it acquired Customer Material and the contents thereof. Customer represents and warrants that it has provided all legally required disclosures and obtained all legally required consents from individuals prior to adding such individuals as Authorised Users.
7. 2.7 The rights provided under this 2 are granted to the Customer only, and shall not be considered granted to any subsidiary, holding company, affiliate, affiliated school or organisation of the Customer.

3. Additional user subscriptions

1. 3.1 Subject to 3.2 and 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions as per the pricing set out in the quote provided by ELL, and ELL shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this Agreement.
2. 3.2 If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify ELL in writing. ELL shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld). Where ELL approves the request, ELL shall activate the additional User Subscriptions as soon as practicable following its approval of the Customer's request.
3. 3.3 If ELL approves the Customer's request to purchase additional User Subscriptions, the Customer shall, within 30 days of the date of ELL's invoice, pay to ELL the relevant fees for such additional User Subscriptions as set out in Schedule 1 and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by ELL for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

4. Services

1. 4.1 ELL shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this Agreement. ELL may, at its sole discretion, modify, remove, add, or enhance features of the Services from time to time, provided however, ELL will not materially decrease the overall functionality of the Service during the Subscription Term.
2. 4.2 ELL shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
   1. planned maintenance carried out as far as practicable outside of Normal Business Hours unless otherwise advised by ELL; and
   2. unscheduled maintenance performed outside Normal Business Hours, provided that ELL has used reasonable endeavours to give the Customer notice in advance.
3. 4.3 Where support services and support fees are expressly agreed between the parties and as detailed in Schedule 1, ELL will, as part of the Services and in consideration of any support fees agreed between the parties from time to time, provide the Customer with ELL's standard customer support services during Normal Business Hours in accordance with ELL's Support Services Policy in effect at the time that the Services are provided. ELL may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at ELL's then current rates.

5. Information Security and Data protection

1. 5.1 ELL shall maintain industry standard or better technical and organisational measures to maintain the security of the Services and Customer Material in ELL’s possession.
2. 5.2 Both parties will comply with Data Protection Laws. The parties have determined that with regard to Personal Data, for the purposes of Data Protection Laws:
   1. Customer may be Controller or a Processor acting on its client’s behalf, depending on Customer’s relationship with the client and the relevant data subjects;
   2. Where Customer is a Controller, ELL shall be a Processor; and
   3. Where Customer is a Processor, ELL shall be a sub-processor.
3. 5.3 By entering into this Agreement, the Customer consents to (and shall procure all required consents from its personnel, representatives and agents) in respect of all actions taken by ELL in connection with the processing of Personal Data for the purposes of this Agreement, provided that these are in compliance with the then-current version of ELL’s privacy policy available at https://eblanalearning.com/terms-and-policies . In the event of any inconsistency or conflict between the terms of ELL’s privacy policy and this Agreement, the privacy policy shall prevail. The Customer shall ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to ELL for the duration and purposes of this Agreement.
4. 5.4 ELL shall Process Personal Data only on Customer’s behalf and in accordance with Customer's instructions and shall treat Personal Data as confidential information subject to the confidentiality provisions of this Agreement. Customer instructs ELL to Process Personal Data in accordance with the Agreement and to comply with Customer’s other reasonable instructions (e.g., via email) where such instructions are consistent with the Agreement. ELL shall notify Customer in writing immediately if, in ELL’s reasonable opinion, ELL believes that any instruction given by Customer infringes Data Protection Laws.
5. 5.5 ELL’s Processing of Personal Data shall comply with its obligations under Data Protection Laws and ELL shall use its best endeavours not perform the Services in a manner that causes Customer to violate Data Protection Laws. Without limitation of the foregoing, ELL shall maintain reasonably detailed records of (a) its Processing activities, (b) its compliance with this Agreement and (c) Security Incidents.
6. 5.6 The purpose of Processing of Personal Data by ELL is the performance of the Services pursuant to this Agreement and the duration of the Processing shall, subject to the provisions of the Agreement, be the term of this Agreement. The types of Personal Data and categories of Data Subjects Processed under this DPA are names, email addresses and role (within Customer) of Users; name of relevant school and the categories of Data Subjects are teachers and employees of the Customer. The nature of the processing is data collection, storage and sharing, provision of our services, invoicing and payment processes; maintaining Customer communication and support and tracking usage and engagement with the Services and running analytics in respect thereof for the purposes and duration of this Agreement.
7. 5.7 Other than as expressly permitted by the Agreement or required by law, ELL shall not disclose Personal Data to any third parties without Customer’s prior consent.
8. 5.8 ELL shall take technical and organisational measures to ensure the confidentiality, integrity, availability and resilience of ELL systems used for Processing Personal Data and protect against the unlawful destruction, loss, alteration, unauthorised disclosure of or access to Personal Data transmitted, stored or otherwise Processed.
9. 5.9 ELL agrees to notify Customer immediately (but in no case later than 48 hours) after becoming aware to a reasonable degree of certainty of a Security Incident. Notification must include a phone call and email to Customer’s primary account contact. Notification shall include at a minimum (a) a description of the Security Incident including impact and likely consequences thereof, (b) the expected resolution time (if it has not already been resolved), (c) corrective measures to be taken, evaluation of alternatives, and next steps, and (d) the name and phone number of the ELL representative that Customer may contact to obtain further information and updates.
10. 5.10 ELL shall ensure that its personnel engaged in Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality in respect of the Personal Data.
11. 5.11 ELL shall assist the Customer insofar as this is possible (taking into account the nature of the Processing and the information available to ELL, and at the Customer’s cost and written request, in responding to any request from a Data Subject and in ensuring the Customer’s compliance with its obligations under Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
12. 5.12 ELL shall notify the Customer without undue delay on becoming aware of a Personal Data breach involving the Customer’s Personal Data.
13. 5.13 ELL shall at the written direction of the Customer delete or return Customer's Personal Data to the Customer upon termination of this Agreement unless ELL is required by Data Protection Laws to continue to process that Customer's Personal Data. For the purposes of this clause, Customer Personal Data shall be regarded as deleted where it is put beyond further use by ELL.
14. 5.14 The Customer hereby provides its prior, general authorisation for ELL to:
    1. Appoint processors to process the Customer Personal Data provided that ELL shall (i) ensure that the terms on which it appoints such processors comply with Data Protection Laws; and (ii) shall remain responsible for the acts and omissions of any such processor as if they were the acts and omissions of ELL and (iii) shall inform the Customer of any intended changes concerning the addition or replacement of processors in order to give the Customer an opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate to ELL’s reasonable satisfaction that the objection is due to an actual or likely breach of Data Protection Laws, the Customer shall indemnify ELL for any losses, damages, costs (including legal fees) and expenses suffered by ELL in accommodating the objection.
    2. Transfer Customer Personal Data outside of the EEA for the Purpose provided that ELL shall ensure that all such transfers are effected in accordance with Data Protection Laws. For this purpose, Customer shall promptly comply with any reasonable request of ELL, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time.

6. Third party providers

1. 6.1 Third Party Hosting: The Services are hosted on ELL's own application available at app.eblanalearning.com, and Customer Data is stored on Supabase (an EU AI Act and GDPR compliant infrastructure provider) in a data centre located in Ireland. Without prejudice to the foregoing, ELL reserves its right to change its hosting and other third party service providers in relation to all or any part of the Services from time to time in its absolute discretion. Customer’s use of any third party service is subject to the terms and conditions applicable to that third party service, details of which are available at any time upon making a written request to ELL. ELL makes no representations or warranties in relation to third party services and expressly disclaims all liability arising from Customer’s or ELL’s use of third party services.
2. 6.2 The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. ELL makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not ELL. ELL recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. ELL does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

7. ELL's obligations

1. 7.1 ELL shall perform the Services substantially in accordance with the Documentation and with reasonable skill and care.
2. 7.2 ELL's obligations at 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to ELL's instructions, or modification or alteration of the Services by any party other than ELL or ELL's duly authorised contractors or agents. If the Services do not conform with the terms of clause 7.1, ELL will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in 7.1.
3. 7.3 ELL:
   1. does not warrant that:
      1. the Customer's use of the Services will be uninterrupted or error-free; or
      2. that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; or
      3. the Software or the Services will be free from Vulnerabilities or Viruses; or
      4. the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements; or
      5. any content will be secure or not otherwise lost or damaged; or
      6. any third party tool or services included or made available through the Services will be available or continue to be available or will meet your expectations or business requirements.
   2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4. 7.4 This Agreement shall not prevent ELL from entering into similar Agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
5. 7.5 ELL warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
6. 7.6 ELL shall follow its archiving procedures for Customer Data as set out in its back-up and disaster recovery policies from time to time and as may be amended by ELL in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against ELL shall be for ELL to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by ELL in accordance with the archiving procedure described in its back-up and disaster recovery policies. ELL shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party, except those third parties sub-contracted by ELL to perform services related to Customer Data maintenance and back-up, for which it shall remain fully liable.

8. Customer's obligations

1. 8.1 The Customer shall:
   1. provide ELL with:
      1. all necessary co-operation in relation to this Agreement; and
      2. all necessary access to such information as may be required by ELL; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
   2. without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
   3. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, ELL may adjust any agreed timetable or delivery schedule as reasonably necessary;
   4. ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;
   5. obtain and shall maintain all necessary licences, consents, and permissions necessary for ELL, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
   6. ensure that its network and systems comply with the relevant specifications provided by ELL from time to time; and
   7. be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to ELL's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
2. 8.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

9. Charges and payment

1. 9.1 The Customer shall pay the Subscription Fees to ELL for the User Subscriptions in accordance with this 9 and Schedule 1 and if applicable, the support fees in accordance with 4.3 and Schedule 1.
2. 9.2 The Customer shall on the Effective Date provide to ELL valid, up-to-date and complete credit card details or approved purchase order information acceptable to ELL and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
   1. its credit card details to ELL, the Customer hereby authorises ELL to bill such credit card:
      1. on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
      2. subject to 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
   2. its approved purchase order information to ELL, ELL shall invoice the Customer:
      1. on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
      2. subject to 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 30 days after the date of such invoice.
3. 9.3 If ELL has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of ELL:
   1. ELL may, on no less than 5 Business Days' notice to the Customer and without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and ELL shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
   2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of the European Central Bank from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
4. 9.4 All amounts and fees stated or referred to in this Agreement:
   1. shall be payable in euro; sterling pound or United States dollars (as agreed between the parties);
   2. are, subject to 13.3(b), non-cancellable and non-refundable;
   3. are exclusive of value added tax, which shall be added to ELL's invoice(s) at the appropriate rate.
5. 9.5 If, at any time whilst using the Services, the Customer exceeds the amount of disk storage space specified in the Documentation, ELL shall charge the Customer, and the Customer shall pay, ELL's then current excess data storage fees. ELL's excess data storage fees current as at the Effective Date are set out in Schedule 1.
6. 9.6 ELL shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to 3.3, the support fees payable pursuant to 4.3 and/or the excess storage fees payable pursuant to 9.5 at the start of each Renewal Period upon 60 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

10. Proprietary rights

1. 10.1 The Customer acknowledges and agrees that ELL and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
2. 10.2 ELL confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

11. Confidentiality and compliance with policies

1. 11.1 Confidential Information means any proprietary information, customer information (however recorded or preserved) product plans, inventions, technical data, trade secrets, know-how, the terms of this Agreement, Customer Data, the operations, processes, product information, know-how, designs, trade secrets or software or other business information (including market opportunity), in each case disclosed or made available by a party (“Discloser”) to the other party (“Recipient”) whether orally or in writing and whether before or after the date of this Agreement in connection with the provision of the Service,
2. 11.2 Non-Use and Non-Disclosure. The Recipient shall, with respect to Confidential Information of the Discloser: (i) not disclose such Confidential Information to any third party at any time and limit disclosure to its employees, contractors, or its legal, financial and accounting advisors having a need to know and who have agreed to be bound by confidentiality obligations that are at least as restrictive as the terms of this Agreement; and (ii) protect the confidentiality of the Confidential Information with at least the same degree of care as Recipient uses to protect its own Confidential Information of a like nature, but no less than a reasonable degree of care and (iii) not use the Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement (Permitted Purpose). Notwithstanding the foregoing, Recipient may disclose Confidential Information solely to the extent necessary to comply with a court order or as otherwise required by law or a government or regulatory authority, provided that Recipient must give Discloser prompt written notice and obtain or allow for a reasonable effort by Discloser to obtain a protective order prior to disclosure.
3. 11.3 The provisions of this clause shall not apply to any Confidential Information that Recipient can demonstrate:
   1. is or becomes generally available to the public (other than as a result of its disclosure by the Recipient in breach of this clause);
   2. was available to the Recipient on a non-confidential basis before disclosure by the Discloser;
   3. is lawfully obtained from a third party without a duty of confidentiality; (d) the parties agree in writing is not confidential or may be disclosed; or
   4. is at any time independently developed by or for the Recipient without use of the Discloser’s Confidential Information.
4. 11.4 A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
   1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
   2. at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.
5. 11.5 A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Criminal Justice (Corruption Offences) Act 2018, disclose Confidential Information to the Garda Siochana without first informing the other party of such disclosure.
6. 11.6 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this Agreement are granted to the other party, or to be implied from this Agreement.
7. 11.7 On termination or expiry of this Agreement, each party shall:
   1. destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;
   2. erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
   3. certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to clause 14 (Termination).
8. 11.8 No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
9. 11.9 Except as expressly stated in this Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.
10. 11.10 The above provisions of this 11 shall continue to apply after termination or expiry of this Agreement for a period of three years from termination or expiry of this Agreement.

12. Indemnity

1. 12.1 The Customer shall defend, indemnify and hold harmless ELL and its Affiliates (and their officers, directors and employees) against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation and any allegation that Customer Material infringes any patent, copyright or trade secret of a third party, provided that:
   1. the Customer is given prompt notice of any such claim;
   2. ELL provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
   3. the Customer is given sole authority to defend or settle the claim.
2. 12.2 ELL shall defend the Customer and its Affiliates (and their officers, directors and employees) against any claim brought by a third party against ELL that the Customer's use of the Services or Documentation in accordance with this Agreement infringes any Ireland or European patent effective as of the Effective Date, copyright, trade secret, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
   1. ELL is given prompt notice of any such claim;
   2. the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to ELL in the defence and settlement of such claim, at ELL's expense; and
   3. ELL is given sole authority to defend or settle the claim.
3. 12.3 In the defence or settlement of any claim, ELL may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
4. 12.4 In no event shall ELL, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
   1. a modification of the Services or Documentation by anyone other than ELL; or
   2. the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by ELL; or
   3. the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from ELL or any appropriate authority; or
   4. the Customer's breach of this Agreement.
5. 12.5 The foregoing and 13.3(b) state the Customer's sole and exclusive rights and remedies, and ELL's (including ELL's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, trade secret, database right or right of confidentiality or any third party intellectual property infringement claim.

13. Limitation of liability

1. 13.1 Except as expressly and specifically provided in this Agreement:
   1. the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. ELL shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to ELL by the Customer in connection with the Services, or any actions taken by ELL at the Customer's direction;
   2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
   3. the Services and the Documentation are provided to the Customer on an "as is" and “as available” basis.
2. 13.2 Nothing in this Agreement excludes the liability of ELL:
   1. for death or personal injury caused by ELL's negligence; or
   2. for fraud or fraudulent misrepresentation.
3. 13.3 Subject to 13.1 and 13.2:
   1. ELL shall have no liability for any:
      1. loss of profits,
      2. loss of business,
      3. wasted expenditure,
      4. depletion of goodwill and/or similar losses,
      5. loss or corruption of data or information, or
      6. any special, indirect or consequential loss, costs, damages, charges or expenses; and
   2. ELL's total aggregate liability to the Customer (including in respect of the indemnity at 12.2 and any breach of Data Protection Laws), in respect of all breaches of duty occurring within any contract year shall not exceed the greater of €5,000 (five thousand euro) or the amount of the total Subscription Fees paid in period of 12 months preceding the event or occurrence of the event giving rise to liability (the “Cap”). If breaches committed in more than one contract year give rise to a single claim or a series of connected claims, ELL’s total liability for those claims shall not exceed the single highest annual Cap for those contract years.
4. 13.4 References to liability in this clause 13 include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
5. 13.5 Nothing in this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of ELL’s Intellectual Property Rights.

14. Term and termination

1. 14.1 This Agreement shall, unless otherwise terminated as provided in this 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
   1. either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
   2. otherwise terminated in accordance with the provisions of this Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
2. 14.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
   1. the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 60 days after being notified in writing to make such payment,
   2. the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so,
   3. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of the Companies Act 2014 or (being an individual) is declared bankrupt or makes any arrangement with or for the benefit of his creditors,
   4. any liquidator, provisional liquidator, administrator, examiner, receiver, administrative receiver or similar officer is appointed over the other party or any of its assets or any corporate action, legal proceedings or other procedure or step is taken in connection with any insolvency proceeding or voluntary arrangement or scheme of arrangement (other than a solvent liquidation or reorganisation) concerning the other party or
   5. any analogous procedure or step is taken in any jurisdiction has an effect equivalent or similar to any of the events mentioned in 14.2(c) to clause 14.2(e) (inclusive); or
   6. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
3. 14.3 On termination of this Agreement for any reason:
   1. all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
   2. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
   3. ELL may destroy or otherwise dispose of any of the Customer Data in its possession unless ELL receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. ELL shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by ELL in returning or disposing of Customer Data; and
   4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

15. Force majeure

Neither party shall be in breach of this Agreement or otherwise liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, floods, storms, natural disasters, epidemics, pandemics, embargoes, network failures, acts of civil or military authorities, civil disturbances, wars, terrorism, energy crises, fires, transportation contingencies, interruptions in third party telecommunications or Internet equipment or service, other catastrophes, or any other events, circumstances or causes beyond its reasonable control. This Clause does not excuse the Customer’s payment of fees due under this Agreement provided that ELL continues to provide the Services.

16. Conflict

If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement prevail.

17. Variation

ELL reserves the right to make any variation to this Agreement from time to time in its absolute discretion, provided always that it shall notify the Customer of such variations and provided further that no variations to the Fees payable under this Agreement shall be effective unless clause 9.6 is complied with.

18. Waiver

1. 18.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
2. 18.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

19. Rights and remedies

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20. Severance

1. 20.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
2. 20.2 If any provision or part-provision of this Agreement is deemed deleted under 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. Entire Agreement

1. 21.1 This Agreement (including the documents and instruments referred to herein) contains the entire agreement between the parties hereto relating to the transactions provided for in this Agreement and supersedes all previous representations, arrangements, undertakings and agreements (if any) between such parties in respect of such matters. Each of the parties to this Agreement acknowledges that in agreeing to enter into this Agreement it has not relied on any representation, warranty, undertaking, covenant or understanding other than those contained in this Agreement (including the documents and instruments referred to herein).

22. Assignment

1. 22.1 The Customer shall not, without the prior written consent of ELL, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.
2. 22.2 ELL may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.

23. No partnership or agency

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

24. Counterparts

1. 24.1 This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts each of which when executed and delivered shall constitute an original, all such counterparts together constituting one and the same instrument. Immediate evidence that a counterpart has been executed may be provided by transmission of a scanned version of such counterpart by email with the original executed counterpart to be delivered as soon as practicable thereafter.

25. Notices

1. 25.1 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:
   1. delivered by hand or by pre-paid post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
   2. sent by email to the following addresses (or an address substituted in writing by the party to be served):
      1. ELL: info@eblanalearning.com
      2. Customer: Signee on quote.
2. 25.2 Any notice or other communication required or permitted to be given or made under this Agreement shall be validly given or made if delivered personally or, if despatched by pre-paid letter post, addressed as aforesaid or, if sent by e-mail, sent to such e-mail address (if any) as may be specified as aforesaid, and shall be deemed to be given or made:
   1. if delivered by hand - at the time of delivery;
   2. if sent by post - forty eight hours (seven Business Days if posted in a different postal jurisdiction to that of the addressee) after the same shall have been posted; and
   3. if sent by e-mail - at the time of the sending of the e-mail; provided that if, in accordance with the above provisions, any such notice or other communication would otherwise be deemed to be given or made outside Normal Business Hours, such notice or other communication shall be deemed to be given or made at the start of working hours on the next succeeding Business Day.
3. 25.3 Any notice posted to an address, outside the jurisdiction of posting (except for notices posted from Ireland to the United Kingdom or vice versa) shall be sent by air mail.

26. Governing law and Jurisdiction

1. 26.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the laws of Ireland.
2. 26.2 Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

This Agreement has been entered into on the date stated at the beginning of it.