PLEASE READ CAREFULLY BEFORE SUBSCRIBING TO THE SERVICES PROVIDED HEREUNDER

IMPORTANT NOTICE: THIS SUBSCRIPTION AGREEMENT (THE “AGREEMENT“) FORMS A LEGALLY BINDING AGREEMENT BETWEEN YOU (THE “CUSTOMER“) AND EZ STOCK CONTROL LIMITED A COMPANY INCORPORATED AND EXISTING UNDER THE LAWS OF IRELAND (REGISTERED WITH COMPANY NUMBER 587857) WHOSE REGISTERED ADDRESS IS AT UNIT 35, N17 BUSINESS PARK, GALWAY ROAD, TUAM COUNTY GALWAY, IRELAND (THE “SUPPLIER” OR “US“). THIS IS A SUBSCRIPTION AGREEMENT FOR THE USE BY THE CUSTOMER OF THE SERVICES (AS DEFINED BELOW). THE SUPPLIER REMAINS THE OWNER OF THE SERVICES AS WELL AS OF ALL COPIES. IN ORDER TO AVAIL OF THE PROVISIONS OF THIS AGREEMENT AND ACCEPT THE TERMS OF THIS AGREEMENT THE CUSTOMER MUST CLICK “I ACCEPT” OR EXECUTE A CONTRACT. THE CUSTOMER IS NOT REQUIRED TO ACCEPT THIS AGREEMENT. IF THE CUSTOMER DOES NOT ACCEPT THIS AGREEMENT, THE CUSTOMER MAY NOT INSTALL OR USE THE SERVICES.

1. DEFINITIONS

1.1 In these terms the following words shall have the following meanings:

“Agreement” means these terms and conditions and the Contract and any other documents explicitly incorporated by reference by the Agreement of the Parties.

“Business Day” means any day other than a Saturday, Sunday or public holiday in Ireland when banks in Dublin are generally open for business.

“Confidential Information” means proprietary or confidential information to the disclosing Party to the extent that a reasonable person would consider such information confidential.

“Contract” means the online form or hardcopy document (including any Conract Details) that sets out the specific details of the Services the Customer is availing of, including the Fees payable.

“Contract Details” means the short form contract details sheet which the Supplier may require the Customer to complete and execute when entering into a Contract with the Supplier a copy of which is attached hereto at Schedule 2.

“Customer” means the company referenced in the Contract.

“Customer Content” means any, and all materials, data and content provided by the Customer to Supplier during the term of the Contract.

“Commencement Date” means the date the Customer and the Supplier execute the Contract.

“Fee” means the fees payable by the Customer to the Supplier for the use of the Services, as set out in the Contract.

“Initial Term” means the term set out in the Contract.

“Intellectual Property Rights” means any and all intellectual property rights of any nature, whether registered, registerable or otherwise, including patents, utility models, trademarks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights that subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures and advertising literature, including the “look and feel” of any websites, and in each case all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these that may subsist anywhere in the world, in each case for their full term, together with any future rights and renewals or extensions.

“Non-Software Failure” means any defect, error or fault in the Services which is caused by (i) the Services being used other than in accordance with the description or its proper intended purpose; (ii) any modification, variation or reconfiguration of the Services unless the same is performed by or on behalf of the Supplier or with Supplier’s consent; (iii) any defect in the hardware, network or device on which the Service is used; (iv) the combination, operation, use or failure of third Party or end user proprietary software or networks with which the Service interfaces or is connected; or (v) any virus or worm infecting the Services save where the Supplier introduces such virus.

“Renewal Term” has the meaning that outlines the conditions under which a contract is extended beyond its initial duration.

“Services” means the services provided by the Supplier under this Agreement, including the provision of access to the Supplier Platform and training and support for the Supplier Platform.

“Subscription Term” means the Initial Term together with any subsequent Renewal Terms.

“Supplier Content” means all content available as part of Supplier Platform, including video, audio, text or other materials created by, or for which the commercial rights are owned or licensed by, the Supplier and other documents.

“Supplier IP” means all Intellectual Property Rights in the Supplier Content, the Supplier Platform and the Services and any updates or modifications thereto.

“Supplier Platform” means the web-based platform licensed by Supplier to the Customer as part of the Services, including the Supplier IP and the Supplier Content

1.2 In these terms (except where the context otherwise requires):

            1.2.1 use of the singular includes the plural and vice versa;

            1.2.2 use of any gender includes the other genders;

1.2.3 any reference to a statute, statutory provision, subordinate legislation, code or guideline is a reference to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation; and

1.2.4 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.

1.3 Each of Supplier and Customer shall be a “Party” and together Supplier and Customer are the “Parties“.

1.4 Why you should read them. Please read these terms carefully before submitting your Order to us. These terms set out who we are, how we will provide our Services, how the Customer and we may change or end the Contract, what to do if there is a problem and other important information.

2. HOW TO CONTACT US

2.1 Who we are. We are EZ Stock Control Limited, trading as DigiTally (“DigiTally“) a company registered in Ireland. Our company registration number is 587857 and our registered office is at Unit 35, N17 Business Park, Galway Road, Tuam, County Galway.

2.2 How to contact us. Contact can be made with us by telephoning our customer service team at 00353 (0)1-9696509 or by writing to us via email at Info@GoDigitally.io.

2.3 How we may contact the Customer. If we have to contact you we will do so by telephone or by emailing at the email address or postal address you provided to us in your Order.

3. OUR AGREEMENT WITH THE CUSTOMER

3.1 This Agreement applies to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3.2 Any quotation given by Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

4. SUPPLY OF SERVICES AND SUPPLIER’S OBLIGATIONS

4.1 Supplier shall provide the Services to the Customer on and subject to the terms of this Agreement during the Subscription Term.

4.2 Supplier will provide the Customer with support services and training on the use of the Supplier Platform. Please contact the DigiTally office for further details.

4.3 Supplier shall use all reasonable endeavors to make the Services available 24 hours a day, seven days a week, except for planned maintenance (carried out during such times which are notified to the Customer) and unscheduled maintenance. 

4.4 The Supplier will use all reasonable endeavours to meet any performance dates agreed between the Parties regarding the provision of the Services, but any such dates shall be estimates only, and time shall not be of the essence for the performance of the Services.

4.4 Supplier reserves the right to amend the specifications of the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment does not materially affect the nature or quality of the Services, and Supplier shall notify the Customer in any such event.

4.5 Supplier undertakes to the Customer that the Services will be provided using reasonable care and skill.

4.6 If the Services do not conform to the description in the Contract, the Supplier will, at its expense, use all reasonable endeavours to correct any such non-conformance promptly or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any non-conformance of the Services with their description.

4.7 Notwithstanding the foregoing:

4.7.1 Supplier does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; nor that the Supplier Platform, the Services, the Supplier Content, and/or the information obtained by the Customer through the Services will meet the Customer’s requirements;

4.7.2 Supplier is not responsible for any delays, delivery failures, or any other loss or damage resulting from a fault in any communications network or facility outside the Supplier’s control, including the internet;

4.7.3 Supplier is not responsible for any non-conformance or liable for any claims resulting from any Non-Software Failure; and

4.7.4 use of the Services requires compatible devices, internet access and specific software including periodic updates. Performance may be affected if these are not available. High-speed internet access is strongly recommended for regular use and is required for video. The latest version of required software is recommended to access the Services and may be required to download certain features available on the Supplier Platform.

4.8 The Services are (except as expressly provided in this Agreement) provided “as is” and “as available”. 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.

4.9 Sale of supporting technologies. Where required, Supplier will also supply tablets and weighing scales to Customers who require them to support the provision of the Services. The costs associated with these additional items will be included in the Fees set out in the Contract if ordered prior to the commencement of the Services and l be delivered to the Customer. Any subsequent items required by the Customer will be priced and invoiced separately to the provision of the Services. Supporting technologies are not supported by the Supplier and the Supplier provides no warranties regarding the operation or performance of these supporting technologies to the Customer.

5. OUR RIGHTS TO MAKE CHANGES

5.1 Minor changes to the Services. We may change the Services being provided:

5.1.1 to reflect changes in relevant laws and regulatory requirements; and

5.1.2 to implement minor technical adjustments, updates to the software and improvements, for example to address a security threat. These changes will not affect the Customer’s use of the Services.

5.2 More significant changes to the Services and these terms. In addition, as we informed the Customer in the description of the Services on our website, we may make the following changes to the packages, but if we do so we will notify the Customer and the Customer may then contact us to end the Contract before the changes take effect and receive a refund for any Services paid for but not received:

5.2.1 any substantial updates to the Services and/or the software;

5.2.2 any new functionality provisions in the Services and/or the software.

5.3 Updates to digital content. We may update or require the Customer to update digital content, provided that the digital content shall always match the description of it that we provided to the Customer before the Customer bought it.

5.4 Any changes to improve the User Experience (UX) or User Interface (UI)

6. CUSTOMER’S OBLIGATIONS

6.1 The Customer warrants and represents that it has all necessary rights and authority to enter into this Agreement and, where relevant, that Customer has the right and authority to legally bind any entity or organization to the terms and obligations of this Agreement.

6.2.      The Customer warrants that it shall:

6.2.1.    comply with all applicable laws and regulations with respect to its activities under this Agreement;

6.2.2. co-operate with the Supplier in all matters relating to the Services;

6.2.3. provide to the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as reasonably required by the Supplier;

6.2.4. provide to the Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or third Party) reasonably required by the Supplier in connection with the Services and ensure that they are accurate and complete;

6.2.5.    ensure that the Customer’s staff and personnel (“Customer Staff“) use the Supplier Platform in accordance with the terms and conditions of this Agreement and shall be responsible and liable for any  breach by Customer Staff of this Agreement;

6.2.6.    obtain and shall maintain any and all necessary consents, permissions and licences necessary for the Supplier, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services and including any consents required from the Customer Staff; and

6.2.7.    be solely responsible for procuring and maintaining its systems, network connections and telecommunications links to access the Supplier Platform.

6.3 If the Customer does not allow us access to provide the Services. In circumstances where we are requested to attend at the Customer’s premises to provide certain specific Services, and if the Customer does not allow us access to the property to perform the Services as arranged we may charge the Customer additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact the Customer or re-arrange access to your property we may end the Contract and clause 9.3 will apply.

6.4 What will happen if the Customer do not give required information to us?

We may need certain information or documentation from the Customer so that we can supply the Services, for example, the master product file, or, third party data files of information from the Customer technologies. We will contact the Customer to ask for this information. If the Customer does not give us this information within a reasonable time of us asking for it, or if incomplete or incorrect information if provided, we may either end the Contract (and clause 9.3 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the Services late or not supplying any part of them if this is caused by the Customer not giving us the information we need within a reasonable time of us asking for it. To avoid doubt, no refund will be issued to the Customer where the Services have been paid for, but the required information was requested but not provided by the Customer.

6.5 Reasons we may suspend the supply of Services to the Customer. We may have to suspend the supply of the Services to:

6.5.1 deal with technical problems or make minor technical changes;

6.5.2 update the Services to reflect changes in relevant laws and regulatory requirements;

6.5.3 make changes to the Services.

6.6 Your rights if we suspend the supply of Services. We will contact the Customer in advance to inform them that we will be suspending the supply of the Services unless the problem is urgent or an emergency. If we have to suspend the Services, we will adjust the price so that the Customer does not pay for Services while they are suspended. The Customer may contact us to end the Contract for the Services if we suspend it, or tell the Customer we are going to suspend it, in each case for a period of more than 28 days. We will refund any sums the Customer has paid in advance for the Service in respect of the period after you end the Contract.

7. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY

7.1 All and any intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by the Customer) shall be owned by Supplier.

7.2 Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, non-transferable, royalty-free licence during the term of the Contract to use the necessary software for the purpose of receiving and using the Services during the Subscription Term in the ordinary course of its business.

7.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 7.2.

7.4 The Customer grants to Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

7.5 Each Party may be given access to the Confidential Information of the other Party in order to perform its obligations under this Agreement. A Party’s Confidential Information shall not be deemed to include information that:

7.5.1.    is or becomes publicly known other than through any act or omission of the receiving Party;

7.5.2.    was in the other Party’s lawful possession before the disclosure;

7.5.3.    is lawfully disclosed to the receiving Party by a third party without restriction on disclosure; or

7.5.4.    is independently developed by the receiving Party, which independent development can be shown by written evidence.

7.6 Each Party shall hold the other’s Confidential Information in confidence and, unless required by law, shall not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.

7.7 Each Party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

7.8 The Customer acknowledges that Supplier IP is the Confidential Information of Supplier. The Customer acknowledges and agrees that Supplier and/or its licensors own all Intellectual Property Rights in the Supplier IP. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, the Supplier IP.

8. FORCE MAJEURE

8.1 Supplier shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental Order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemic or default of suppliers or subcontractors, provided that the Customer is notified of such an event and its expected duration.

9. TERM AND TERMINATION

9.1 This Agreement shall, unless otherwise terminated as provided in this clause 9, commence on the Commencement Date and shall continue for the Initial Term. After the Initial Term, the Parties may renew this Agreement by executing a new Contract, for the period stated in the Contract Details(each such period a “Renewal Term“).

9.2 Supplier may grant access to the Supplier Platform on a pilot basis under this Agreement. Such access may be terminated by Supplier at any time.

9.3 Without prejudice to any other rights or remedies to which the parties may be entitled,

either Party may terminate this Agreement immediately and without liability to the other if:

9.3.1.    the other Party is in material or persistent breach of any of its obligations under this Agreement and either that breach is incapable of remedy (as determined at the sole discretion of the non-breaching Party), or the other Party has failed to remedy that breach within twenty (20) Business Days after receiving written notice requiring it to remedy that breach. Any breach of the licensing provisions of this Agreement shall be deemed a breach incapable of remedy; or

9.3.2.    the other Party is unable to pay its debts or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or anything analogous to the foregoing occurs in any applicable jurisdiction.

9.4 On termination of this Agreement for any reason:

            9.4.1 access to the Supplier Platform shall immediately terminate for the Customer;

9.4.2 each Party shall make no further use of any Confidential Information (and all copies of them) belonging to the other Party;

9.4.3 Customer shall have twenty (20) Business Days to export the Customer Content using the Supplier Platform export to Excel function. Following this period Supplier may delete all Customer Content in its possession.

9.5 Any expiry or termination of this Agreement will not affect any accrued rights or liabilities of either Party up to and including the date of such expiry or termination nor will it affect the coming into force or continuation in force of any other clauses and provisions of this Agreement which are expressly or by implication intended to come into force or continue in force on or after such termination.

10. IF THERE IS A PROBLEM WITH THE SERVICES

10.1 How to tell us about problems. If the Customer has any questions or complaints about the Services, please contact us. The Customer can contact us by; (i) using our live web chat available on our website https://digitally.io/; (ii) by telephoning our customer service team at 01-9696509; or (iii) by writing to us at Unit 35, N17 Business Park, Galway Road, Tuam, County Galway, or email us at Info@GoDigitally.io.

10.2 Summary of your legal rights. We are under a legal duty to supply Services that are in conformity with this Contract and that do not infringe on your legal rights. Nothing in these terms will affect your legal rights.

11. PRICE AND PAYMENT

11.1 As consideration for receipt of the Services, the Customer shall pay the Fees to Supplier for the Initial Term and any Renewal Term. By signing a Contract, the Customer is accepting an irrevocable purchase commitment for the Initial Term and any Renewal Term.

11.2 The Fees are payable in advance. The Customer shall provide to Supplier valid, up-to-date and complete bank account information or purchase order information acceptable to Supplier and any other relevant valid, up-to-date and complete contact and billing details.

11.3 If the Supplier has not received payment in accordance with this Agreement:

11.3.1. Supplier may, without liability to the Customer, disable the Customer’s account and access to all or part of the Supplier Platform. Supplier shall be under no obligation to provide any or all of the Services while invoice(s) remain unpaid; and

11.3.2. Supplier may charge interest at an annual rate equal to three percent (3%) over the then current base lending rate of the European Central Bank at the date the relevant invoice was issued.

11.4 All Fees stated or referred to in this Agreement:

11.4.1. shall be payable in the currency specified in the Contract;

11.4.2. are non-cancellable and non-refundable; and

11.4.3. are exclusive of value added tax or other applicable sales tax, which shall be added to Supplier’s invoice(s) at the appropriate rate.

11.5.     Supplier reserves the right to modify the Fees for the Services. Any increase in the Fees will apply to the next Renewal Term and will be 3% per year unless advised differently.

12. RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED

12.1 We are responsible to the Customer for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage suffered by the Customer that is a foreseeable result of our breaking this Contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both we and the Customer knew it might happen, for example, if it was discussed with us during the sales process.

12.2 We do not exclude or limit in any way our liability to the Customer where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Services.

12.3 Defective Content. If defective digital content which we have supplied damages a device or digital content belonging to the Customer and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay compensation. However, we will not be liable for damage which the Customer could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by the Customer failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

12.4 Limitation of Liability. Subject to clause 12.2 above, Supplier’s total liability to the Customer shall not exceed the total amount paid by the Customer with respect to the provision of Services within the prior 12 months.

12.5 Any claim under this Agreement must be made within one (1) year of the incident which gives rise to the claim occurring.

12.6 The Customer shall defend and indemnify Supplier against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs, reasonable legal fees, and regulatory fines) arising out of or in connection with the Customer’s breach of this Agreement, use of the Services other than in accordance with this Agreement, and/or any third-party claims that the Customer Content infringes any copyright or trademark right.

13. PERSONAL DATA

13.1 The Parties shall comply with the provisions of the data processing agreement attached hereto at Schedule 1. This Clause shall only apply where the Customer is a business and not a natural person. Where the Customer is a natural person, the Customer should refer to Supplier’s Privacy Policy available at https://www.digitally.io/privacy-policy/

14. OTHER IMPORTANT TERMS

14.1. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

14.2. This Agreement, and any documents referred to in it (including any Contract), constitute the whole Agreement between the Parties and supersede any previous arrangement, understanding or Agreement between them relating to the subject matter they cover.

14.3. Each of the Parties acknowledge and agree that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether Party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

14.4. The Customer shall not, without the prior written consent of Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

14.5. Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

14.6. Any notice to be given under this Agreement will be in writing and addressed to the Party at the address stated in the Contract. Notices will be deemed given and effective:

14.6.1.  if personally delivered, upon delivery;

14.6.2.  if sent by an overnight service with tracking capabilities, upon receipt;

14.6.3.  if sent by fax or electronic mail, at such time as the Party which sent the notice receives confirmation of receipt by the applicable method of transmittal; or

14.6.4. if sent by certified or registered mail, within five days of deposit in the mail.

14.7. The terms and conditions in a Contract shall prevail over the terms and conditions in this Agreement to the extent of any conflict. Terms contained in any purchase order or acknowledgement will be of no effect, even if such acknowledgement provides that Supplier’s acceptance of the purchase order is conditioned on Customer’s Agreement to the proposed terms contained in such purchase order or acknowledgement.

14.8. This Agreement and any disputes or claims 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 construed in accordance with the laws of Ireland.

14.9. The Parties irrevocably agree that in relation to any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) the courts of Ireland shall have exclusive jurisdiction.

Last Edited: 07/03/2025

SCHEDULE 1

DATA PROCESSING AGREEMENT

WHERE THE CUSTOMER IS A BUSINESS (NOT A NATURAL PERSON), THIS DATA PROCESSING AGREEMENT FORMS PART OF THE SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) ENTERED INTO BY THE CUSTOMER (AS DEFINED BELOW) AND FORMS A LEGALLY BINDING AGREEMENT BETWEEN THE CUSTOMER AND EZ STOCK CONTROL LIMITED A COMPANY INCORPORATED AND EXISTING UNDER THE LAWS OF  IRELAND (REGISTERED WITH COMPANY NUMBER 587857) WHOSE REGISTERED ADDRESS IS AT UNIT 35, N17 BUSINESS PARK, GALWAY ROAD, TUAM COUNTY GALWAY, IRELAND (THE “SUPPLIER”). THIS IS A DATA PROCESSING AGREEMENT DESCRIBING THE AGREEMENT OF THE PARTIES RELATING TO THE PROCESSING OF PERSONAL DATA (AS DEFINED BELOW) UNDER THE AGREEMENT. 

1. DEFINITIONS AND INTERPRETATION
   1. The following definitions shall apply for the purposes of this Data Processing Agreement:

Customer:                             means the Customer specified on the Data Record;

Controller:                             has the meaning provided in the GDPR;

Processor:                             has the meaning provided in the GDPR;

Data Record:                         is the record of processing activities attached as Annex 1 to this Data Processing Agreement;

GDPR                                    means regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;

Personal Data:                       has the meaning provided in the Privacy Laws;

Privacy Laws:                        means all data protection and privacy laws applicable to the processing of Personal Data under the Agreement, including, where applicable, the GDPR; and

Sub-Processor:                     means another Processor engaged by the Supplier (or a processor of the Sub-Processor) in carrying out processing activities in respect of the Personal Data on behalf of the Supplier and authorised by the Customer in accordance with this DPA and the Data Record.

• INTRODUCTION
  • In the course of the Agreement, the Supplier will process and/or use Personal Data on behalf of the Customer. For the purposes of any Personal Data of EU residents, the Supplier acts as a Processor when providing the Services to the Customer and the Customer is the Controller.

• This Data Processing Agreement specifies the obligations of the Parties when processing Personal Data as part of the Agreement.

• Capitalised terms used in this Data Processing Agreement but not defined herein shall have the meaning provided in the Agreement.

• OBLIGATIONS OF THE SUPPLIER
  • The Supplier will:
    • comply with the Privacy Laws in connection with all processing of Personal Data undertaken hereunder;
    • process Personal Data provided for the Services only for the purposes of providing the Services and in compliance with the instructions of the Customer;
    • ensure that all staff processing Customer Personal Data are subject to obligations of confidentiality to ensure that the Customer Personal Data is kept safe and secure;
    • provide the Services to meet the technical and organizational measures specified as part of the Data Record. The Supplier may change the safety measures specified on the Data Record but must ensure that the level of protection does not thereby fall below the contractually stipulated level of protection;
    • provide all information necessary for the purposes of any data protection impact assessment undertaken pursuant to Article 35 and Article 36 of the GDPR;
    • notify the Customer, as soon as reasonably practicable, in the event of violations against laws and regulations relating to the protection of Personal Data or against the provisions of this Data Processing Agreement committed by the Supplier or the persons employed by the Supplier within the scope of the Agreement.

• The name of the Supplier’s and the Customer’s designated contact for all data protection issues that fall within the scope of this Agreement is set out in the Data Record.

• When acting as a Processor the Supplier must not use the Personal Data transmitted to it for any purpose other than those stipulated in this Agreement or the Data Record.

• The Customer acknowledges that the Supplier may act as a Controller in relation to certain services provided to the Customer Staff for example. These services are further described in the Supplier Privacy Statement available at https://www.digitally.io/privacy-policy/. 

• OBLIGATIONS OF THE CUSTOMER
  • The Customer will comply with the provisions of the GDPR in the context of its obligations as Controller to the extent applicable.

• The Customer must notify the Supplier, if it identifies errors or irregularities relating to the requirements of the GDPR with regard to the processing activities under this Agreement.

• The Customer must ensure, where applicable, that in connection with all Personal Data provided to the Supplier that it has complied with Article 6 of the GDPR to ensure that the Customer has a lawful basis for processing the Personal Data.

• The Customer acknowledges that the Supplier is reliant on the Customer for direction as to the extent to which the Supplier is entitled to use and process the Personal Data. Consequently, the Supplier will not be liable for any claim brought by a data subject arising from any action or omission by the Supplier, to the extent that such action or omission resulted from the instructions of the Customer. 

• DATA SUBJECT ACCESS REQUESTS
  • If the Customer has an obligation to provide a data subject with information on the processing of their Personal Data, the Supplier will assist the Customer in making this information available. The Customer must request the Supplier’s written assistance specifying the Personal Data required. The Supplier shall not respond directly to any data subject requests for information and shall refer the data subject to the Customer and immediately inform the Customer in writing about the details of any request received.

• If a member of Customer Staff requests the Supplier to correct, delete or block Personal Data, the Supplier shall refer the data subject to the Customer and inform the Customer in writing of the details of the request.

• SUB-PROCESSORS
  • The Supplier must have all Sub-Processors approved by the Customer before providing any Personal Data to them for processing in connection with the Services. 

• The Customer approves the Sub-Processors specified in the Data Record and it is acknowledged that the Supplier may provide those approved Sub-Processors with Personal Data in order to provide the Services under this Agreement.

• The Supplier must ensure that all processing undertaken with any Sub-Processor imposes materially the same data protection obligations on the Sub-Processor as are imposed on the Supplier under this Agreement.

• The Data Record will specify any sub processors that the Customer agrees may be used by the Supplier in order to provide the Services. In the event that the Supplier is processing Personal Data of European citizens and the Supplier uses any sub processor situated in a country outside of the European Economic Area, or for which the European Commission has not determined that such country ensures an adequate level of protection, the Supplier will ensure a transfer method compliant with the GDPR is used to transfer the Personal Data.

• AUDIT AND ASSESSMENT
  • The Supplier will allow its implementation and compliance with its obligations under this Data Processing Agreement to be audited by the Customer or an external auditor approved by the Customer at least annually. If and insofar as the audit indicates that the Supplier’s compliance falls short on one or more aspects, the Supplier will make concrete proposals for improvements in this respect, if possible in the context of its continuous improvement program.

• If the audit/assessment referred to in paragraph 7.1 identifies any gaps in the Suppliers processing activities which are not compliant with this Data Processing Agreement or the relevant Privacy Laws the Customer has the right to ask the Supplier to update the technical and organizational security measures taken so that they are in line with the relevant requirements. The Supplier will provide all reasonable cooperation and as soon as reasonably practicable implement the necessary modifications indicated by the Customer.

ANNEX 1 – DATA RECORD

Customer:			Supplier: EZ Stock Control Limited
Customer Contact Name:			Supplier Contact Name: Patrick McDermott
Processing carried out by Supplier:	EZ Stock Control Limited provides stock management, food waste tracking, and margin control solutions to food service businesses. The processing involves collecting and analyzing data related to food stock usage, waste reduction, and financial insights.
Retention:	Data is retained for the duration of the contract and for a period of 6 months after termination, unless otherwise requested by the customer.
Description of Data Subject:	Employees and authorized users of the Customer’s organization who use the Digitally.io platform, as well as individuals whose data is entered for reporting and operational purposes.
Personal Data processed as part of the Services:	User information (e.g., names, job roles, business email addresses, contact numbers) Login credentials (e.g., usernames, passwords – securely stored) Operational data related to stock tracking, supplier interactions, and financial reporting IP addresses and usage data (for security, analytics, and support purposes)
Special Categories of Personal Data:	None (unless explicitly provided by the customer). EZ Stock Control Limited does not process sensitive personal data.
Permitted Sub-Processors and transfers:	Sub processor	Services
Technical and Organisational Measures: