WE CAN SAVE YOU MONEY LIMITED

Terms and Conditions
Professional Terms of Business and Utility Procurement Agreement

IMPORTANT NOTICE

These Terms and Conditions form a legally binding agreement between We Can Save You Money Limited (“WCSYM”) and the Customer.

The Customer’s attention is particularly drawn to the provisions relating to:

• Minimum Contract Terms.

• Exclusive Appointment.

• Commission Protection.

• Limitation of Liability.

• Customer Obligations.

• Electronic Signatures.

• Data Processing.

By signing a Letter of Authority, Proposal, Contract Acceptance, Electronic Signature, or otherwise instructing WCSYM to provide the Services, the Customer confirms that it has read, understood and accepted these Terms and Conditions.

1. Definitions and Interpretation

1.1 Definitions

In these Terms, the following expressions shall have the meanings assigned to them below.

Business Day
A day other than a Saturday, Sunday or public holiday in Ireland on which banks are open for business.

Commencement Date
The earlier of:

• the date the Customer signs a Letter of Authority;

• the date the Customer accepts a proposal issued by WCSYM;

• the date WCSYM commences providing any Services; or

• the date the Customer instructs WCSYM to act on its behalf.

Contract
The legally binding agreement between WCSYM and the Customer comprising:

• these Terms and Conditions;

• the Letter of Authority;

• any proposal;

• quotation;

• order confirmation;

• electronic acceptance;

• renewal acceptance;

• email acceptance; and

• any schedules agreed between the parties.

Customer
The legal entity, company, partnership, sole trader, charity, public body or individual appointing WCSYM.

Customer Data
Includes but is not limited to:

• meter numbers;

• MPRNs;

• GPRNs;

• telecommunications account numbers;

• billing information;

• consumption history;

• interval data;

• smart meter data;

• payment history;

• contract information;

• account contacts; and

• financial information reasonably required to perform the Services.

Electronic Signature
Any electronic signature including:

• Zoho Sign;

• DocuSign;

• Adobe Sign;

• Click Acceptance;

• Email Acceptance;
  or any other legally recognised electronic execution platform.

Force Majeure Event
Any event beyond the reasonable control of WCSYM including but not limited to:

• war;

• terrorism;

• civil unrest;

• cyber attack;

• supplier insolvency;

• energy shortages;

• Government intervention;

• changes in law;

• pandemics;

• industrial disputes;

• failure of communications;

• failure of electricity networks; and

• failure of gas networks.

Initial Fixed Price Period
Any agreed pricing period during which energy prices remain fixed, irrespective of the overall duration of the Utility Contract.

Letter of Authority
Any Letter of Authority signed physically or electronically appointing WCSYM to act on behalf of the Customer.

Minimum Contract Term
The minimum duration of every Utility Contract arranged by WCSYM. For the avoidance of doubt, this shall always be twelve (12) consecutive months, irrespective of the duration of any Initial Fixed Price Period.

Renewable Energy Products
Includes:

• Corporate Power Purchase Agreements (CPPAs);

• Guarantees of Origin (GOOs);

• Renewable Electricity Guarantees;

• Renewable Gas Certificates;

• Carbon Reporting;

• Renewable Certification;

• ESG Reporting;

• Net Zero Products;
  and any similar environmental products offered by Utility Providers.

Services
The procurement, negotiation, tendering, renewal, management and administration of utility and related commercial services including but not limited to:

• Electricity Procurement;

• Gas Procurement;

• Telecommunications;

• Mobile Services;

• Broadband;

• Connectivity;

• Merchant Services;

• Renewable Energy Procurement;

• CPPA Products;

• Smart Metering;

• Utility Tendering;

• Invoice Validation;

• Consumption Analysis;

• Cost Reduction;

• Contract Renewals;

• Contract Transfers;

• Supplier Negotiation;

• Billing Assistance;

• Erroneous Transfer Resolution;

• MIC Applications;

• Capacity Reviews;

• Energy Consultancy;
  together with all ancillary services provided by WCSYM.

Supplier
We Can Save You Money Limited
Company Number 539312
Registered Office
82 Western Parkway Business Park
Ballymount
Dublin 12
D12RH76
Ireland

Utility Contract
Any agreement entered into between the Customer and a Utility Provider which has been negotiated, tendered, introduced, procured or otherwise arranged by WCSYM.

Utility Provider
Any supplier or provider of:

• Electricity;

• Gas;

• Water;

• Telecommunications;

• Broadband;

• Mobile Services;

• Merchant Services;

• Renewable Products;
  or any similar commercial service.

1.2 Interpretation

Unless the context otherwise requires:

• words importing the singular include the plural;

• references to one gender include all genders;

• headings are for convenience only and shall not affect interpretation;

• references to legislation include any amendment or replacement;

• “including” shall mean “including without limitation”; and

• references to writing include email and Electronic Signatures.

2. Basis of Contract

2.1

These Terms apply to every Service supplied by WCSYM and shall prevail over any terms proposed by the Customer unless expressly agreed in writing by a Director of WCSYM.

2.2

The Contract shall commence on the Commencement Date.

2.3

The Customer appoints WCSYM as its professional procurement and utility management adviser in accordance with these Terms.

2.4

No quotation, proposal or recommendation issued by WCSYM constitutes an offer capable of acceptance until confirmed by the relevant Utility Provider.

2.5

All quotations are subject to withdrawal by the Utility Provider without notice unless expressly confirmed otherwise.

2.6

Wholesale energy markets fluctuate continuously. Accordingly, WCSYM cannot guarantee that any quoted price will remain available until accepted by the Customer and confirmed by the Utility Provider.

2.7

The Customer acknowledges that WCSYM acts as an independent intermediary and adviser and is not itself a supplier of electricity, gas or telecommunications services unless expressly stated otherwise.

3. Services

3.1 Appointment

The Customer hereby appoints We Can Save You Money Limited (“WCSYM”) as its utility procurement and management adviser to provide the Services during the term of this Agreement.

3.2 Scope of Services

WCSYM may provide any or all of the following Services:

• procurement of electricity, natural gas, telecommunications, broadband, merchant services, water and other utility contracts;

• competitive tendering of Utility Contracts;

• contract negotiation with Utility Providers;

• benchmarking and market analysis;

• utility account reviews and portfolio management;

• invoice validation and billing support;

• management of Utility Contract renewals;

• management of Utility Contract transfers;

• assistance with erroneous transfers and registration disputes;

• smart meter implementation and data management;

• renewable energy procurement including Corporate Power Purchase Agreements (CPPAs), Guarantees of Origin, Renewable Gas Certificates and similar products;

• maximum import capacity (MIC) applications and associated network applications;

• consumption monitoring and reporting;

• supplier liaison;

• telecommunications procurement;

• merchant services procurement;

• energy consultancy;

• sustainability and ESG advisory services;

• such additional services as may be agreed between the parties from time to time.

Nothing in these Terms obliges WCSYM to procure any particular product, supplier or tariff.

3.3 Best Endeavours

WCSYM shall exercise reasonable skill, care and diligence in providing the Services. However, WCSYM does not warrant that:

• the lowest available market price will always be secured;

• every Utility Provider will submit a quotation;

• every quotation received will remain available; or

• any supplier will accept an application.

3.4 Supplier Decisions

The Customer acknowledges that all pricing, acceptance criteria, credit decisions, deposits, payment terms and contract offers remain entirely at the discretion of the relevant Utility Provider. WCSYM shall have no liability for any decision made by a Utility Provider.

3.5 Market Volatility

Energy markets are subject to continuous fluctuations. Accordingly:

• quotations may change without notice;

• suppliers may withdraw quotations;

• suppliers may suspend products;

• suppliers may amend credit requirements;

• suppliers may amend standing charges; and

• suppliers may introduce or remove products at any time.

The Customer accepts these risks.

4. Mandatory Minimum Contract Term

4.1

The Customer expressly acknowledges and agrees that every Utility Contract procured, negotiated or arranged by WCSYM shall have an overall contractual duration of not less than twelve (12) consecutive months. This requirement is mandatory and shall apply without exception.

4.2

Where a Utility Contract includes an Initial Fixed Price Period of less than twelve (12) months, including but not limited to:

• one month;

• three months;

• six months; and

• nine months,
  the Initial Fixed Price Period shall form part of the overall contractual duration and shall not reduce, replace or otherwise affect the mandatory minimum twelve (12) month contractual term.

4.3

Upon expiry of any Initial Fixed Price Period, the Utility Contract shall continue in accordance with its agreed contractual terms for the balance of the mandatory twelve-month period.

4.4

The Customer acknowledges that WCSYM will not procure, negotiate, recommend or facilitate Utility Contracts having an overall contractual duration of less than twelve (12) months.

4.5

Where a Utility Provider offers a pricing structure comprising:

• an initial fixed-price period;

• followed by a tracker tariff;

• variable tariff;

• indexed tariff;

• wholesale market tariff;
  or any combination thereof, the Customer agrees that such pricing structure shall be deemed to constitute a single Utility Contract for the purposes of satisfying the mandatory minimum twelve-month contractual term.

4.6

The Customer shall not seek to terminate, transfer, replace or otherwise interfere with any Utility Contract before expiry of the mandatory minimum contractual term unless:

• expressly permitted by the Utility Provider; and

• agreed in writing by WCSYM.

5. Exclusive Appointment

5.1

During the term of the Letter of Authority, the Customer appoints WCSYM as its sole and exclusive adviser for the procurement and management of the Services.

5.2

The Customer shall not appoint another broker, consultant, intermediary or procurement adviser to procure Utility Contracts relating to any premises covered by the Letter of Authority without the prior written consent of WCSYM.

5.3

Should the Customer appoint another intermediary during the term of the Letter of Authority, WCSYM shall remain entitled to receive any commission, referral fee or remuneration payable in respect of Utility Contracts introduced, negotiated or procured by WCSYM.

5.4

The Customer agrees not to circumvent WCSYM by dealing directly with a Utility Provider in relation to any quotation, proposal or tender introduced by WCSYM for a period of twenty-four (24) months from the date of introduction. Where the Customer enters into a Utility Contract with such Utility Provider during that period, WCSYM shall remain entitled to receive its normal remuneration.

6. Authority to Act

6.1

The Customer authorises WCSYM to act as its agent solely for the purposes of providing the Services.

6.2

Without limitation, WCSYM may:

• obtain quotations;

• negotiate pricing;

• obtain consumption data;

• obtain billing history;

• communicate with Utility Providers;

• communicate with ESB Networks;

• communicate with Gas Networks Ireland;

• communicate with telecommunications providers;

• obtain interval meter data;

• obtain smart meter data;

• submit transfer requests;

• submit renewal requests;

• withdraw objections;

• resolve erroneous transfers;

• arrange meter exchanges;

• arrange smart meter installations;

• submit MIC applications;

• administer supplier registrations; and

• receive correspondence on behalf of the Customer where authorised.

6.3

The Customer warrants that all information supplied to WCSYM is accurate and complete.

6.4

WCSYM shall be entitled to rely upon all information provided by the Customer without independent verification.

7. Commission, Remuneration and Fees

7.1 Supplier Commission

The Customer acknowledges that WCSYM may receive commission, referral fees, service fees, rebates or other remuneration from Utility Providers in connection with the Services.

Such remuneration may be:

• paid as a single payment;

• paid monthly;

• paid quarterly;

• paid annually;

• paid over the duration of a Utility Contract; or

• paid in such manner as determined by the Utility Provider.

The Customer expressly consents to WCSYM receiving such remuneration.

7.2 Customer Fees

Unless otherwise agreed in writing, the Services are provided without direct charge to the Customer and WCSYM shall be remunerated by the relevant Utility Provider. Where a separate consultancy fee or management fee has been agreed, the Customer shall pay such fee in accordance with the agreed payment terms.

7.3 Multiple Sources of Remuneration

Nothing in these Terms prevents WCSYM from receiving remuneration from more than one source in connection with the Services, provided such remuneration is lawful.

7.4 No Obligation to Disclose Commercial Arrangements

The Customer acknowledges that agreements between WCSYM and Utility Providers are commercially confidential. Unless required by law, WCSYM shall have no obligation to disclose:

• commission rates;

• referral agreements;

• rebates;

• commercial incentives;

• supplier margin arrangements;

• pricing methodologies; or

• other confidential commercial terms agreed between WCSYM and Utility Providers.

8. Commission Clawback

8.1

Where a Utility Provider reclaims, withholds or offsets commission previously paid to WCSYM because of any act or omission of the Customer, the Customer shall indemnify WCSYM for the full amount reclaimed.

8.2

This includes, without limitation:

• early termination;

• cancellation;

• transfer to another supplier;

• transfer to another broker;

• non-payment;

• breach of the Utility Contract;

• refusal of registration;

• fraudulent information;

• supplier debt write-off;

• insolvency;

• liquidation;

• receivership;

• voluntary arrangement;

• closure of premises; and

• change of legal entity where commission is reclaimed.

8.3

Any clawback amount shall become immediately payable by the Customer within fourteen (14) days of written demand.

8.4

Interest shall accrue on overdue amounts at 4 above the European Central Bank base rate, calculated daily until payment is made in full.

9. Post-Termination Commission

9.1

Termination of the Letter of Authority shall not affect WCSYM’s entitlement to receive commission, referral fees or other remuneration arising from Utility Contracts introduced, negotiated, tendered or procured by WCSYM before termination.

9.2

Such entitlement shall continue for the full duration of each Utility Contract irrespective of:

• termination of these Terms;

• appointment of another broker;

• transfer of adviser;

• change of ownership of the Customer; or

• expiry of the Letter of Authority.

9.3

The Customer shall not knowingly take any action designed to deprive WCSYM of remuneration properly earned.

10. Customer Indemnity

10.1

The Customer shall indemnify and keep indemnified WCSYM against all losses, liabilities, claims, costs, damages, penalties, expenses and legal costs arising from:

• inaccurate information supplied by the Customer;

• breach of these Terms;

• breach of any Utility Contract;

• non-payment of Utility Providers;

• incorrect consumption information;

• unauthorised meter interference;

• failure to disclose material facts;

• commission clawback; or

• regulatory investigation caused by the Customer’s acts or omissions.

10.2

The Customer’s liability under this clause shall survive termination.

11. Circumvention

11.1

The Customer acknowledges that WCSYM has invested substantial time, expertise and commercial resources in identifying suppliers, negotiating prices and arranging Utility Contracts.

11.2

The Customer shall not deliberately circumvent WCSYM by:

• accepting quotations introduced by WCSYM directly with the Utility Provider;

• using another intermediary to conclude negotiations commenced by WCSYM;

• delaying acceptance until expiry of the Letter of Authority with the intention of avoiding payment of commission; or

• restructuring its business solely to avoid WCSYM’s remuneration.

11.3

Where such circumvention occurs, WCSYM shall be entitled to recover, as a debt, the remuneration it would reasonably have earned had the Utility Contract been completed through WCSYM.

12. Early Termination

12.1

The Customer shall not terminate a Utility Contract before expiry of the applicable contractual term unless expressly permitted by the relevant Utility Provider.

12.2

Where the Customer terminates early and WCSYM suffers financial loss, including commission clawback, the Customer shall reimburse WCSYM in full.

12.3

Nothing in these Terms obliges WCSYM to assist with any early termination requested by the Customer.

13. Customer Obligations

13.1

The Customer shall throughout the term of this Agreement:

• provide complete, accurate and up-to-date information;

• promptly notify WCSYM of any change in legal entity, company name, VAT registration, billing address, correspondence address or contact details;

• provide copies of invoices, contracts, Letters of Authority and other documentation reasonably requested by WCSYM;

• promptly notify WCSYM of any communication received from a Utility Provider relating to contract renewals, objections, disconnections, debt collection, changes in tariffs or changes in contractual terms;

• provide access to all relevant consumption and billing information;

• comply with the terms of all Utility Contracts entered into; and

• maintain all licences, permissions and consents necessary for the supply of utilities.

13.2

The Customer warrants that all information supplied to WCSYM is true, accurate and complete. WCSYM shall be entitled to rely upon such information without independent verification.

13.3

The Customer shall immediately notify WCSYM of:

• any threatened disconnection;

• any insolvency event;

• any objection to a transfer;

• any change of supplier;

• any appointment of another broker;

• any sale of the business; and

• any closure of premises.

Failure to do so shall relieve WCSYM of any liability arising from such omission.

13.4

The Customer shall remain solely responsible for the payment of all invoices issued by Utility Providers unless otherwise agreed in writing. WCSYM accepts no responsibility for collecting, processing or paying supplier invoices on behalf of the Customer.

14. Data Access Authority

14.1

The Customer irrevocably authorises WCSYM to obtain and access all information reasonably required to provide the Services. This includes authority to obtain information from:

• ESB Networks DAC;

• Gas Networks Ireland;

• Utility Providers;

• Telecommunications Providers;

• Broadband Providers;

• Merchant Service Providers;

• Meter Operators;

• Data Collectors;

• Data Aggregators;

• Market Operators; and

• Government Agencies where relevant.

14.2

Such information may include:

• MPRNs;

• GPRNs;

• account numbers;

• meter technical details;

• interval data;

• half-hourly data;

• quarter-hourly data;

• smart meter data;

• billing history;

• consumption history;

• payment history;

• contract details;

• tariff information;

• network information;

• MIC details;

• import and export capacity; and

• renewable certification information.

14.3

The Customer authorises WCSYM to use such information solely for the purpose of providing the Services.

15. Smart Metering

15.1

Where a Customer has a smart meter, interval meter or remotely read meter, the Customer authorises WCSYM to obtain and analyse all available consumption data.

15.2

WCSYM may use such information for:

• procurement;

• tendering;

• benchmarking;

• forecasting;

• invoice validation;

• consumption analysis;

• energy efficiency reviews; and

• renewable energy assessments.

15.3

The Customer acknowledges that the accuracy, availability and frequency of meter readings remain the responsibility of the relevant network operator. WCSYM accepts no liability for inaccurate or delayed consumption data.

16. Data Protection

16.1

Each party shall comply with all applicable Data Protection Legislation including:

• the General Data Protection Regulation (EU) 2016/679 (GDPR);

• the Data Protection Act 2018; and

• any replacement legislation.

16.2

The Customer authorises WCSYM to process Personal Data for the purposes of:

• providing the Services;

• arranging Utility Contracts;

• communicating with Utility Providers;

• obtaining quotations;

• contract administration;

• renewals;

• billing support;

• debt resolution where applicable;

• regulatory compliance; and

• fraud prevention.

16.3

The Customer authorises WCSYM to disclose information where reasonably necessary to:

• Utility Providers;

• ESB Networks;

• Gas Networks Ireland;

• telecommunications providers;

• merchant service providers;

• payment providers;

• legal advisers;

• insurers;

• regulators; and

• Government agencies where required by law.

16.4

WCSYM shall implement reasonable technical and organisational measures to protect Customer Data against unauthorised access, loss or disclosure.

17. Confidentiality

17.1

Each party shall keep confidential all commercially sensitive information obtained from the other party.

17.2

Confidential Information includes:

• quotations;

• pricing;

• commissions;

• supplier agreements;

• consumption data;

• commercial strategies;

• customer information; and

• technical information.

17.3

Neither party shall disclose Confidential Information except:

• where required by law;

• to professional advisers;

• to Utility Providers where necessary; or

• with the written consent of the other party.

17.4

This obligation shall survive termination of this Agreement for a period of six (6) years.

18. Call Recording

18.1

The Customer acknowledges and agrees that WCSYM may record telephone calls, video calls and electronic communications for the purposes of:

• quality assurance;

• staff training;

• fraud prevention;

• regulatory compliance;

• dispute resolution; and

• evidential purposes.

18.2

Such recordings may be retained for such period as WCSYM considers reasonably necessary to comply with legal, contractual or regulatory obligations.

19. Limitation of Liability

19.1

Nothing in these Terms shall exclude or limit liability for:

• death or personal injury caused by negligence;

• fraud or fraudulent misrepresentation; or

• any liability which cannot lawfully be excluded.

19.2

Subject to Clause 19.1, WCSYM shall not be liable for any:

• indirect loss;

• consequential loss;

• loss of profit;

• loss of revenue;

• loss of anticipated savings;

• business interruption;

• reputational damage;

• loss arising from delayed registrations;

• supplier insolvency;

• supplier error;

• market movements;

• changes in wholesale prices;

• Government intervention;

• changes in taxation;

• network charges;

• capacity charges;

• transmission charges;

• distribution charges;

• renewable levy changes;

• regulatory changes; or

• force majeure events.

19.3

Subject to Clause 19.1, the aggregate liability of WCSYM, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total commission, consultancy fees or other remuneration actually received by WCSYM in connection with the specific Utility Contract giving rise to the claim.

19.4

The Customer acknowledges that WCSYM acts solely as an intermediary between the Customer and Utility Providers and shall not be responsible for the performance, acts, omissions, pricing, billing, contractual obligations or financial stability of any Utility Provider.

20. Term and Termination

20.1 Duration

These Terms shall commence on the Commencement Date and shall continue until terminated in accordance with this Agreement. Termination of these Terms shall not affect any Utility Contract already entered into or any accrued rights or obligations of either party.

20.2 Termination by WCSYM

WCSYM may terminate this Agreement immediately by written notice where:

• the Customer commits a material breach of these Terms;

• the Customer fails to provide information reasonably required to perform the Services;

• the Customer becomes insolvent, enters liquidation, examinership, receivership, bankruptcy or any analogous insolvency process;

• the Customer provides false or misleading information; or

• WCSYM reasonably believes continued performance may expose it to legal, regulatory or financial risk.

20.3 Termination by the Customer

The Customer may terminate the Letter of Authority by giving thirty (30) days’ written notice, provided that:

• termination shall not affect any Utility Contract already arranged by WCSYM;

• WCSYM’s entitlement to commission shall continue in accordance with Clauses 7, 8 and 9; and

• any outstanding consultancy or management fees shall remain payable.

20.4 Survival

The following provisions shall survive termination:

• Commission;

• Commission Clawback;

• Confidentiality;

• Data Protection;

• Limitation of Liability;

• Customer Indemnities;

• Governing Law;

• Dispute Resolution;

• Intellectual Property;

• Post-Termination Commission; and

• Circumvention.

21. Intellectual Property

21.1

All intellectual property rights in:

• reports;

• tenders;

• pricing models;

• benchmarking exercises;

• market analysis;

• software;

• templates;

• procurement methodologies;

• documents; and

• materials
  produced by WCSYM shall remain the exclusive property of WCSYM unless otherwise agreed in writing.

21.2

The Customer shall not reproduce, distribute or provide such material to another broker or consultant for commercial advantage without the prior written consent of WCSYM.

22. Force Majeure

22.1

Neither party shall be liable for any delay or failure to perform its obligations where such delay or failure arises from a Force Majeure Event.

22.2

Force Majeure includes, without limitation:

• war;

• terrorism;

• civil unrest;

• Government intervention;

• pandemics;

• supplier insolvency;

• cyber attack;

• interruption of energy supplies;

• network failures;

• industrial disputes;

• failure of telecommunications infrastructure; and

• acts of God.

22.3

Where a Force Majeure Event continues for more than ninety (90) consecutive days either party may terminate these Terms by written notice.

23. Notices

23.1

Any notice under these Terms shall be in writing and may be served by:

• email;

• registered post;

• courier; or

• personal delivery.

23.2

Email shall be deemed received on the next Business Day following transmission unless the sender receives an automated failure notification.

23.3

The Customer is responsible for ensuring WCSYM has up-to-date contact details.

24. Electronic Signatures

24.1

The parties agree that Electronic Signatures shall have the same legal effect as handwritten signatures.

24.2

The Customer acknowledges that acceptance by:

• Zoho Sign;

• DocuSign;

• Adobe Sign;

• email acceptance; or

• electronic click acceptance
  shall constitute legally binding acceptance of these Terms.

25. Assignment

25.1

WCSYM may assign, transfer, novate or subcontract any of its rights or obligations under these Terms without the Customer’s consent.

25.2

The Customer shall not assign any rights or obligations without the prior written consent of WCSYM.

26. Waiver

Failure by either party to exercise any right shall not constitute a waiver of that right.

27. Severability

If any provision is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

28. Entire Agreement

These Terms, together with any Letter of Authority, Proposal, Contract Acceptance and associated schedules, constitute the entire agreement between the parties. No verbal representation shall form part of the Contract unless confirmed in writing.

29. Variation

WCSYM may amend these Terms by giving not less than thirty (30) days’ written notice. Continued use of the Services after the expiry of the notice period shall constitute acceptance of the revised Terms.

30. Dispute Resolution

The parties shall first attempt to resolve any dispute through good faith negotiations. If no resolution is reached within thirty (30) days, either party may refer the dispute to mediation before commencing court proceedings, unless urgent injunctive relief is required.

31. Governing Law

These Terms and any dispute arising out of or in connection with them shall be governed by the laws of Ireland.

32. Jurisdiction

The parties irrevocably submit to the exclusive jurisdiction of the courts of Ireland.