Terms and Conditions of Service - Premier Financial Incorporating Premier Plan
Please read these Terms carefully. By using the Services, you accept all of the terms and conditions set out herein. However, if you do not wish to be legally bound by the Terms, you must not use the Services.
It is hereby agreed as follows:
- Definitions. Unless otherwise provided in the main body of these Terms, capitalised terms shall have the meaning given to them in the attached Exhibit A, which forms part of these Terms as if set out here.
- Licence. Subject to the provisions of these Terms, the Company grants to the Customer a non-transferable, non-sub-licensable, and non-exclusive licence to use the Services and Materials.
- Reservation of rights. Except for the licence explicitly granted by Section 2.1, the Company reserves all its rights. The Customer acknowledges and agrees that the Customer is licensed to use the Services and Materials only in accordance with the express provisions of these Terms and not further or otherwise.
- No support, etc. Unless otherwise agreed by the Parties in writing, the Company shall have no obligation to upgrade or update the Services or to provide any assistance or consultancy services to the Customer.
- Restrictions. Save to the extent permitted by law, the Customer shall not:
- 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 Materials (as applicable) in any form or media or by any means;
- use the Services and/or Materials to provide services to third parties;
- license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Materials available to any third party;
- access all or any part of the Services and Materials in order to build a product or service which competes with the Services and/or the Materials;
- attempt to obtain, or assist third parties in obtaining, access to the Services and/or Materials; or
- disassemble, decompile, or reverse engineer the Software, or otherwise attempt to derive the source code of the Software.
- Obligations. The Customer shall at all times: (a) effect and maintain adequate security measures to safeguard the Services and Materials from unauthorised access, use, and disclosure; and (b) supervise and control access to and use of the Services and Materials in accordance with the provisions of these Terms. The provisions of this Section 3.2 are without prejudice to the provisions of Section 9.1.
- Variation. The Company may at its sole discretion and at any time without prior notice alter the content contained in the Services and/or Materials or vary the Customer’s access to the Services and Materials.
- Payment of Fees
- Payment of Annual Subscription Fee: The Customer shall pay the Subscription Fee to the Company on the Start Date in accordance with this Section 4.
- Provision of Payment Details: The Customer shall on the Start Date provide to the Company valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Company and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides its credit card or billing details to the Company, the Customer hereby authorises the Company to bill the Customer on the Start Date for the Subscription Fees payable in respect of the Subscription Term
- Right of the Company to Revoke Access: If the Company has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Company, the Company may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Company shall be under no obligation to provide any or all of the Services while the Subscription Fee(s) concerned remain unpaid.
- Fees: All amounts and fees stated or referred to in these Terms shall be payable in euro and are inclusive of VAT.
- Confidential Information
- Confidentiality obligations. As between the Parties, all Confidential Information belongs to the Company. At all times while these Terms remain in force and at all times subsequently, the Customer shall: (a) maintain all Confidential Information securely and in the strictest confidence and shall respect the Company’s rights therein; (b) not disclose or otherwise make available any Confidential Information to any third party; and (c) not use any Confidential Information for any purpose, except for the purpose of using the Software in accordance with the provisions of these Terms.
- Exceptions to obligations. The provisions of Section 5.1 shall not apply to Confidential Information which the Customer can demonstrate by reasonable, written evidence: (a) is subsequently disclosed to the Customer without any obligations of confidence by a third party who has not derived it directly or indirectly from the Company; or (b) is or becomes generally available to the public through no act or default of the Customer.
- Return of Confidential Information. Upon any termination of these Terms for any reason, the Customer shall: (a) return to the Company any documents and other materials that contain any Confidential Information including all copies made, except for one (1) copy as may be necessary to be retained for the purpose of compliance with any continuing obligations under these Terms; and (b) make no further use, copy, or disclosure thereof.
- Data Protection
- Roles of Company and Customer. The Parties acknowledge that, for the purposes of any Personal Data provided by the Customer in connection with the provision of the Services, the Company is a Data Controller and the Customer is a Data Subject. Accordingly, each of the Company and the Customer have those rights and obligations as relate to their respective roles as Data Controller and Data Subject as set out under Data Protection Law.
- Personal Data of Customer. The Company shall use best endeavours to protect the Customer's right to privacy in accordance with the Data Protection Law, GDPR and any other relevant legislation. Any information obtained by the Company may be accessed and used by the Company for the purposes of performing its obligations under these Terms and for administration, risk assessment, market research, marketing and efficient performance of the Services. The Customer acknowledges the use of such information for such purposes. Without prejudice to the generality of the foregoing provisions, the Customer acknowledges that:
- the Company collecting and Processing the Personal Data of the Customer for the purposes of and in connection with the provision of the Services and the Materials. All Personal Data Processing is undertaken in accordance with our Data Protection Statement, which can be accessed here
- the transfer of Personal Data by the Company to Third Party Processors including the transfer of Personal Data outside of the European Economic Area to assist it in the provision of the Services.
- Transfer of Personal Data to third parties. The Company shall use commercially reasonable efforts to minimise the Personal Data obtained to that which is necessary for purposes of the provision of the Services. The Customer acknowledges and understands that where the Company receives Personal Data under these Terms from the Customer, it may Process such Personal Data for the performance of the Services or as otherwise expressly permitted under these Terms, including the transfer or making available of the Customer’s Personal Data to third parties, including (but not limited to) Third Party Processors and any third party investors or bona fide third parties who have made an offer to purchase some or all of the shares in the capital of the Company and their advisors. The transfer of Personal Data by the Company to a third party shall comply with the requirements of applicable Data Protection Law.
- Safeguards to Personal Data. The Company shall ensure that it takes all reasonable steps necessary to implement physical, technical, administrative and other organisational measures, including such measures required under applicable Data Protection Law to safeguard the Customer’s Personal Data against loss, theft, damage or unauthorised or unlawful access or Processing, including in the event of a disruption, disaster or failure of its primary systems or operational controls and the Company shall use commercially reasonable efforts, including through the use of rigorous systems security measures in accordance with industry standards, to guard against, identify and promptly terminate the unauthorised access, alteration or destruction of the Customer’s Personal Data.
- Intellectual Property Rights
- The Customer acknowledges that all Intellectual Property Rights in the Services and the Materials belong to and shall remain vested in the Company.
- The Customer shall notify the Company immediately if the Customer becomes aware of any unauthorised use of the whole or any part of the Services or the Materials by any person.
- The Customer shall not remove any of the Company's notices of copyright or other Intellectual Property Rights contained in the Services, Software or the Materials.
- Acknowledgements, disclaimers, etc.
- No implied warranties, etc. The express undertakings given by the Company in these Terms are in lieu of all other warranties, conditions, terms, undertakings and obligations, whether express or implied by statute, common law, custom, trade usage, course of dealing or in any other way, including any implied warranty of merchantability, satisfactory quality, fitness for any particular purpose. All of these are excluded to the fullest extent permitted by applicable law. Without limiting the scope of the preceding sentences, the Company:
- Indemnity. The Customer shall indemnify the Company from and against any and all losses, damages, claims, demands, liabilities, costs, and expenses of any nature whatsoever that may be asserted against or suffered by the Company and which relate to: (a) any use by the Customer of the Software, Services and Materials; and/or (b) the development, manufacture, use, supply, or any other dealing in any products or services that were generated from the use of the Services and Materials, including any claims based on intellectual property laws.
- No Professional Advices given. All information or documentation provided to the Customer during any Initial Information Discussion is solely for informational and educational purposes only. The Initial Information Discussion does not constitute professional advices and the Company does not represent the Initial Information Discussion as being professional advices. The Initial Information Discussion is not to be used by the Customer as a substitute or replacement for professional advices. The Customer should obtain professional advices specific to their circumstances and should not rely on the Initial Information Discussion as a substitute for professional advices.
- Limit of liability. The cumulative maximum liability of the Company to the Customer under or in connection with these Terms, irrespective of the basis of the claim (whether in contract, tort, negligence, or otherwise), shall be limited in accordance with the provisions of this Section 8.4:
a) does not warrant that the accuracy of any of the information and documentation contained in the Materials or provided by the Company through the Services to the Customer and all such information and documentation is for informational and educational purposes only;
b) gives no warranty or guarantee that the Customer’s use of the Services will be error-free nor that the Services, Materials and/or the information obtained by the Customer through the Services will meet the Customer’s requirements;
c) is not required to check or verify the accuracy, contents or validity of all data and information (including personal data) provided to the Company by the Customer in connection with the provision of the Services or otherwise. Accordingly, the Company has no liability or responsibility howsoever arising directly or indirectly to the Customer in respect of the Services and Materials provided to the Customer;
d) has no liability or responsibility howsoever arising directly or indirectly in respect of the Customer’s use of the Services or any Materials provided as part of the Services or any actions taken by the Customer on foot of any information provided to the Customer as part of the Services; and
e) 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 Kajabi Platform or the internet, and the Customer acknowledges that the Services and Materials may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
a) the Company does not seek to exclude or limit liability where such exclusion or limitation is precluded from applicable law, including any liability that may arise in respect of (i) death or personal injury resulting from the Company’s negligence, or (ii) fraud;
b) subject to the rest of the provisions of this Section 8.4, the Company’s total liability to the Customer in respect of all losses arising under or in connection with these Terms and whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the aggregate of the Subscription Fees paid by the Customer to the Company in the twelve month period immediately preceding the date that the liability arises; and
c) subject to Section 8.4(a), the Company shall in no circumstances be liable for any type of special, indirect or consequential loss, for any loss of profit, revenue, or anticipated saving, lost, incorrect or spoilt data, loss of use, loss of contracts with third parties, loss of business or loss of goodwill, even if such loss was reasonably foreseeable or the Company had been advised of the possibility of the same arising.
- Duration and termination
- Commencement and termination. These Terms, and the licence granted hereunder, shall come into effect on the Start Date and shall continue in force unless and until terminated in accordance with Section 9.2 or Section 9.3.
- Rights of the Company to terminate.
he agreement governed by these Terms shall, unless otherwise terminated as provided in this Section 9, commence on the Start Date and shall continue for the Subscription Term unless it is otherwise terminated in accordance with the provisions of these Terms. The Company may terminate the agreement governed by these Terms for any reason by giving not less than 30 days’ notice to the Customer, including (but not limited to) the breach by the Customer of any of the provisions of these Terms.
- Consequences of termination.
In the event of any termination for any reason:
a) any licence granted by the Company under these Terms shall automatically terminate without further notice, and the Customer shall make no further use of, or carry out any other activity in relation to, the Services; and
b) any instalments of the Subscription Fee due to be paid after the date of termination shall forthwith become due and payable by the Customer, and the Company shall be under no obligation to reimburse the whole or any part of the Subscription Fee.
- Accrued rights. Termination for any reason shall not affect the rights and obligations of the Parties accrued before termination, including any right to claim damages. The rights and obligations of the Parties set out in Sections 4, 5, 7, 8.2, 8.3, 8.4, and 9 shall survive any termination for any reason.
- Amendments. These Terms may only be amended in writing signed by a duly authorised representative of the Company and the Customer.
- Invalid sections. If any provision or part of these Terms is held to be invalid, amendments to these Terms may be made by the addition or deletion of wording as appropriate to remove the invalid part or provision but otherwise retain the provision and the other provisions of these Terms to the maximum extent permissible under applicable law.
- No agency. Nothing in these Terms shall create, evidence, or imply any agency, partnership, or joint venture between the Parties. Neither Party shall act or describe itself as the agent of the other, nor shall it make or represent that it has authority to make any commitments on the other’s behalf.
- Interpretation. In these Terms:
a) references to persons include incorporated and unincorporated persons and references to the singular include the plural and vice versa;
b) references to Sections and Exhibits mean sections of, and exhibits to, these Terms;
c) references in these Terms to termination include termination by expiry; and
d) where the word “including” is used it means “including without limitation”.
- Governing law and jurisdiction. The validity, construction, and performance of these Terms shall be governed by and construed in accordance with the laws of the Republic of Ireland and shall be subject to the exclusive jurisdiction of the courts of the Republic of Ireland to which the Parties hereby submit.
- No use of names, etc. The Customer shall not use the names, marks, trade names, trade marks, crests, logos, or registered images of the Company without the Company’s prior written consent.
- Entire agreement. These Terms, including the Premier Life Data Protection Statement, sets out the entire agreement between the Parties relating to its subject matter and supersedes all prior oral and written agreements, arrangements, or understandings between them relating to such subject matter.
|Confidential Information||means information relating to or comprised in the Services and Materials|
|Data Controller||has the meaning given thereto in Data Protection Law|
|Data Protection Law||all legislation and regulations relating to the protection of personal data including (without limitation) the Data Protection Acts (as amended, revised, modified or replaced from time to time), the GDPR and all other statutory instruments, industry guidelines (whether statutory or non-statutory) or codes of practice or guidance issued by the Data Protection Commissioner relating to the processing of personal data or privacy or any amendments and re-enactments thereof|
|Data Subject||has the meaning given thereto in Data Protection Law|
|GDPR||the General Data Protection Regulation ((EU) 2016/679)|
|Initial Information Discussion||means a discussion between the Customer and a representative of the Company pursuant to or in connection with the Services whereby a representative of the Company provides information to the Customer for educational and informational purposes only and includes any educational documentation or general information provided to the Customer during such discussion|
|Intellectual Property Rights||means all copyright, design rights (whether registered or unregistered), all rights in inventions (whether patentable or not), patent applications, patents, know how, trade marks, business names, domain names, databases, moral rights, trade secrets and all goodwill acquired in relation to same and all rights of an equivalent nature whether registered or registrable and which exist now or in the future anywhere in the world|
|Kajabi Platform||the online business platform operated by Kajabi, LLC|
|Materials||the documentation and information made available to the Customer by the Company as part of the Services via the Software or such other web address notified by the Company to the Customer from time to time|
|Personal Data||has the meaning given thereto in Data Protection Law|
|Processing||has the meaning given thereto in Data Protection Law and the word “Process” shall be construed accordingly|
|Services||the various financial information, guidance and education services provided by the Company to the Customer under these Terms via the Software including all services provided to the Customer under the “Premier Plan” and “Premier Life” names, and any Initial Information Discussion provided by a representative of the Company to the Customer|
|Software||the Company’s proprietary “Premier Life” and “Premier Plan” online software applications which are hosted on the Kajabi Platform|
|Start Date||the earlier of:
a) the date upon which the Customer executes, or otherwise assents (including (without limitation) by electronic means) to the terms and conditions of, these Terms; or
b) the date upon which the Customer first uses the Services
|Subscription Fee||means the Company’s prevailing fees from time to time in respect of the Services as set out on the Company’s website|
|Subscription Term||means the period of 12 months beginning on the Start Date|
|Third Party Processors||the Company’s third-party processors, who may Process Personal Data on behalf of the Company|
Beechgrove House . Strand Street . Tralee . Co. Kerry . V92 FH0K
PCS Financial Services (Kerry) Ltd. T/A Premier Financial, Premier Life, Employee Pension Advisors and Employee Pension Education are regulated by the Central Bank of Ireland.