1. THESE TERMS

1.1 What these terms cover. These are the terms and conditions on which we supply our services (the “Services”) to the customer (the “Customer”).

1.2 The Services. The Services include the provision of; (i) online software and/or (ii) a web platform and/or (iii) an App to the Customer. We offer a range of different packages to suit the Customer’s needs which include; (i) Essentials, (ii) Premium, (iii) Hotels and (iv) Enterprise (the “Packages” and each a “Package”).

1.3 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. INFORMATION ABOUT US AND 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 01-9696509 or by writing to us 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 CONTRACT WITH THE CUSTOMER

3.1 How we will accept your Order. Our acceptance of an order for a relevant Package will take place when the Customer submits an order request to us (the “Order”) by email and we then email the Customer to accept the Order, at which point a contract will come into existence between the Customer and us (the “Contract”). The Customer must ensure that the terms of the Order are complete and accurate.

3.2 These Conditions apply to the Contract 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.

3.3 Any quotation given by DigiTally 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

4.1 DigiTally will supply the Services to the Customer in accordance with the relevant Package purchased in all material respects. Further details of the Packages available can be found on our website: https://godigitally.io/pricing/. The details of each Package may vary from time to time.

4.2 The Customer shall co-operate with DigiTally in all matters relating to the provision of the Services and provide DigiTally with access to its premises or other facilities on reasonable notice, if required by DigiTally in relation to the provision of the Services.

4.3 DigiTally will use all reasonable endeavours to meet any performance dates agreed between the parties with regard to the provision of the Services, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

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

4.5 DigiTally warrants to the Customer that the Services will be provided using reasonable care and skill.

5. YOUR RIGHTS TO MAKE CHANGES

If the Customer wish to make a change to the Package they have ordered please contact us. We will let you know if the change is possible. If it is possible we will inform the Customer about any changes to the price of the Services, the timing of supply or anything else which would be necessary as a result of the requested change and ask the Customer to confirm whether they wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to the Customer, the Customer may want to end the Contract (see clause 9 – The Customer’s rights to end the Contract).

6. OUR RIGHTS TO MAKE CHANGES

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

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

6.1.2 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.

6.2 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:

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

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

6.3 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.

7. PROVIDING THE SERVICES

7.1 Depending on the nature of the Package purchased from us, we will provide the Services as follows:

7.1.1 Ongoing services or a subscription to receive goods or digital content. We will supply the Services, goods or digital content to the Customer until either (i) the Services are completed or (ii) the subscription expires (if applicable) or the Customer ends the Contract as described in clause 8 or we end the Contract by written notice to the Customer as described in clause 11.

7.2 We are not responsible for delays outside our control. If our supply of the Services is delayed by an event outside our control then we will contact the Customer as soon as possible to let the Customer know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay the Customer may contact us to end the Contract and receive a refund for any Services the Customer have paid for but not received.

7.3 Sale of supporting technologies. Where required, DigiTally will also supply tablets to Customers who require them to support the provision of the Services. These additional items will be included in our initial invoice for the Services, and will be delivered to the Customer (at the Customer’s own cost). Any subsequent items required by the Customer will be prices and invoiced separately to the provision of the Services.

7.4 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 do 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 11.2 will apply.

7.5 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. 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 11.2 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. For the avoidance of 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.

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

7.6.1 deal with technical problems or make minor technical changes;

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

7.6.3 make changes to the Services as requested by the Customer or notified by us to the Customer (see clause 6).

7.7 Your rights if we suspend the supply of Services. We will contact the Customer in advance to inform them that we will be suspending 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 and we will refund any sums the Customer has paid in advance for the Service in respect of the period after you end the Contract.

7.8 We may also suspend supply of the Services if the Customer do not pay. If the Customer does not pay us for the Services when the payment is due (see clause 13.4) and does not make payment within 7 days of us reminding the Customer that payment is due, we may suspend supply of the Services until the Customer has paid the outstanding amounts. We will contact the Customer to tell them that we are suspending supply of the Services. We will not charge the Customer for the Services during the period for which they are suspended. As well as suspending the Services we can also charge the Customer interest on overdue payments (see clause 13.5).

8. INTELLECTUAL PROPERTY RIGHTS

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

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

8.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 8.2.

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

9. THE CUSTOMER’S RIGHTS TO END THE CONTRACT

9.1 If the Customer is ending the Contract for a reason set out at 9.1.1 to 9.1.4 below the Contract will end immediately and we will refund the Customer in full for any Services which have not been provided. The reasons are:

9.1.1 we have told the Customer about an upcoming change to the Services or these terms to which the Customer does not agree to (see clause 6.2);

9.1.2 we have told the Customer about an error in the price or description of the Services that they have ordered and the Customer does not wish to proceed;

9.1.3 there is a risk that supply of the Services may be significantly delayed because of events outside our control; or

9.1.4 we have suspended supply of the Services for technical reasons, or notify the Customer we are going to suspend them for technical reasons, in each case for a period of more than 28 days.

9.2 Ending the Contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and the Customer does not have a right to change their mind the Customer can still end the Contract before it is completed. A Contract for the Services is completed when we have finished providing the Services and the Customer has paid for them. If the Customer wants to end the Contract in these circumstances, just contact us to let us know. The Contract will not end until 1 calendar month after the day on which the Customer contacts us.

10. HOW TO END THE CONTRACT WITH US

10.1 Tell us you want to end the Contract. To end the Contract with us, please let us know by calling our customer services, or emailing us. Please provide your name, home address, details of the Order and, where available, your phone number and email address.

10.2 How we will refund the Customer. We will refund the Customer the price they paid for Services costs, by bank transfer. However, we may make deductions from the price, as described below.

10.3 Deductions from refunds if the Customer is exercising the right to change your mind. If the Customer is exercising their right to change their mind, we may deduct from any refund an amount for the supply of the Services for the period for which it was supplied, ending with the time when the Customer told us they had changed their mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the Contract.

10.4 When the Customer’s refund will be made. Subject to the provisions of clause 7.5, we will make any refunds due to the Customer as soon as possible. If the Customer is exercising their right to change their mind the refund will be made within 14 days.

11. OUR RIGHTS TO END THE CONTRACT

11.1 We may end the Contract if you break it. We may end the Contract for the provision of Services at any time by writing to the Customer if:

11.1.1 the Customer does not make any payment to us when it is due and these sums remain outstanding for 7 days of us reminding the Customer that payment is due;

11.1.2 the Customer does not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Services as set out in clause 7.5;

11.1.3 the Customer does not, within a reasonable time, allow us access to the premises to supply the Services.

11.2 The Customer must compensate us if they break the Contract. If we end the Contract in the situations set out in clause 11.1 we will refund any money the Customer has paid in advance for the Services we have not provided but we may deduct or charge a reasonable compensation for the net costs we will incur as a result of your breaking the Contract.

12. IF THERE IS A PROBLEM WITH THE SERVICES

12.1 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://godigitally.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.

12.2 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.

13. PRICE AND PAYMENT

13.1 Where to find the price for the Services. The price of the Services (which excludes VAT) will be the price indicated on the Order. We use our best efforts to ensure that the price of the Services advised to the Customer is correct. However please see clause 13.3 for what happens if we discover an error in the price of the Services you order.

13.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your Order date and the date we supply the Services, we will adjust the rate of VAT that you pay, unless the Customer has already paid for the Services in full before the change in the rate of VAT takes effect.

13.3 What happens if the price was incorrect. It is always possible that, despite our best efforts, some of the Services we sell may be incorrectly priced. We will normally check prices before accepting the Order so that, where the Service’s correct price at the Order date is less than our stated price at your Order date, we will charge the lower amount. If the Service’s correct price at the Order date is higher than the price stated, we will contact you for your instructions before we accept your Order.

13.4 When and how the Customer must pay. We accept payment with by way of credit card payment, Stripe, GoCardless or bank transfer. When the Customer must pay depends on what payment plan you have opted for when choosing the relevant package:

13.4.1 Paying Monthly. Where the Customer is paying monthly, they must pay by the first day of each calendar month, in advance, to ensure that the Services will be available. We will invoice every month for the price of the Services in advance until the Services are either completed or the Contact is terminated in accordance these Terms. The Customer must pay each invoice within 7 calendar days after the date of the invoice.

13.4.2 Paying Annually. Where the Customer is paying annually, they must pay by the first day of the following calendar month, in advance, to ensure that you the Services will be available. The Services must be paid for in advance. We will invoice the Customer yearly for the price of the Services in advance until the Services are either completed or the Contact is terminated in accordance these Terms. The Customer must pay each invoice within 7 calendar days after the date of the invoice.

13.5 We can charge interest for late payments. If the Customer does not make any payment to us by the due date we may charge interest to the Customer on the overdue amount at the rate of 5% a year above the base lending rate of Bank of Ireland, from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer must pay us interest together with any overdue amount.

14. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY THE CUSTOMER

14.1 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.

14.2 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.

14.3 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.

14.4 Limitation of Liability. Subject to clause 14.2 above, DigiTally’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.

15. USE OF YOUR PERSONAL INFORMATION

15.1 How we may use your personal information. We will only use your personal information as set out in our Privacy Policy which is available at https://godigitally.io/privacy-policy/.

15.2 For the purposes of this clause, the “Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the Ireland including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Acts 1988 – 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

15.3 Both the Customer and DigiTally confirm that they will comply with all applicable requirements of the Data Protection Legislation. This clause 15 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

16. OTHER IMPORTANT TERMS

16.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will contact the Customer to let them know if we plan to do this. If the Customer is unhappy with the transfer they may contact us to end the Contract within 30 days of us informing them about it and we will refund any payments made in advance for Services not provided.

16.2 The Customer needs our consent to transfer your rights to someone else. The Customer may only transfer their rights or obligations under these terms to another organisation if we agree to this in writing.

16.3 Nobody else has any rights under this Contract. This Contract is between the Customer and DigiTally. No other person shall have any rights to enforce any of its terms.

16.4 If a court finds part of this Contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

16.5 Even if we delay in enforcing this Contract, we can still enforce it later. If we do not insist immediately that the Customer do anything that they are required to do under these terms, or if we delay in taking steps against the Customer in respect of their breaking this Contract, that will not mean that the Customer does not have to do those things and it will not prevent us taking steps against the Customer at a later date. For example, if the Customer misses a payment and we do not chase the Customer but we continue to provide the Services, we can still require the Customer to make the payment at a later date.

16.6 Which laws apply to this Contract and where you may bring legal proceedings. These terms are governed by Irish law and you can bring legal proceedings in respect of the Services in the Irish courts.

Last Edited: 06/01/2021