Website Terms - O'BRIEN / Governance Design

This website is operated by O’Brien Governance Design Limited, a company incorporated in Ireland, with offices based in Unit 27, 20/21 Castleyard, St Patrick’s Road, Dalkey, Co Dublin.

These terms and conditions represent the contract between you and O’Brien Governance Design Limited (“us”, “we”, etc). When you use any of our online Products, as defined below, you agree to be bound by these terms and conditions. We advise you to print a copy now.

This agreement may be changed at any time. When it is changed, your own contract is not changed. The version posted here at the time you instructed us continues to be valid. The new version is valid for all new instructions from you.

Definitions
In this document:
1. “Content” means information in any form published on Our Websites by us or any third party with our consent.
2. “License’ means a license granted by us to you in the terms of this agreement for use of a Licensed Product.
3. “Licensed Product” means any product, material or thing offered for licence by us on Our Websites, whether or not bought by you. A reference to “Product” shall be a reference to all or part of a Product or to a Product changed by you in any way.
4. “Copy or Publish” with reference to a Licensed Product, means reproducing or publishing in whole or in part, using any means, in any medium. It includes breaking up, changing, cropping or any other change or use as part of some other created work.
5. “Our Website/s” means all of the hardware and software installations that enable our websites to function and all Content.
6. “Post” means a place on or into Our Websites any Content or material of any sort by any means.
7. “Product” means any item that is available for purchase on Our Website.
InterpretationIn this agreement:
1. a reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit;
2. in the context of permission, “may not” in connection with an action of yours, means “must not”;
3. any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing;
4. a reference to an act or regulation includes new law of substantially the same intent as the act or regulation referred to;
5. all money sums mentioned in this agreement are calculated net of VAT;
6. these terms and conditions apply to all supplies of a Product by us. They prevail over any terms proposed by you;
7. this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.
Our Contract
1. If you use Our Websites in any way on behalf of another person you warrant that you have full authority to do so and you accept personal responsibility for every act or omission by you.
2. You acknowledge that you are satisfied that the Product you have selected is suitable and satisfactory for your requirements and understand that it is advisory only in nature.
3. These terms apply to all your purchases.
4. When you click to buy a Product from us, in law you are offering to buy. Your contract with us is made only on the first to happen of:
  1. we send a Product to you; or
  2. we authorise you to download a Product; or
  3. you have sent a completed instruction to us and paid for the Product you have ordered.
5. Every Product you buy which is separately identifiable is the subject of a separate contract. Accordingly, performance or breach of one contract does not affect any other.
6. You cease to be a client of O’Brien Governance Design Limited when our contract with you is concluded on the first to happen of:
  1. your receipt of a Product you have bought, by any means;
  2. our sending of a Product and not receiving notification from our service provider of non-delivery.
7. There is no contract between us for any free Product, so you do not become a client by using any free Product and we are not liable to you in any way resulting from your use of any free Product.
8. The price of any Product may be changed by us at any time. We will never change a price so as to affect the price charged to you at the time when you buy a Product.
9. Products will be delivered by your free download, by e-mail or by both of these, at our choice.
10. You agree that you are bound by these terms (or the latest version of them) for all future contracts with us for Products.
11. You now agree that you commit a breach of this contract if you seek repayment of money paid to us by asking your credit card provider to credit back a payment made to us, without attempting to seek repayment from us first. In that event, you agree that you will owe us first the sum charged to us by our merchant service provider and secondly a sum based on time spent at €200 per hour in dealing with your breach. You also agree that this provision is reasonable.
O’Brien Governance Design Limited charges
1. The prices payable for Products are set out on Our Website. 23% VAT is payable on all purchases.
Security of your credit card
1. We take care to make Our Websites safe for you to use. Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.
2. If you have asked us to remember your credit card details in readiness for your next purchase or subscription, these will be securely stored by our online payment service providers who will encrypt your card or bank account details in a secure environment. These details will only be used to process payments you have initiated.
3. Your personal data will be maintained in the context of our Privacy Policy, which is published on Our Websites, and our associated procedures. Our policies and procedures have been updated in accordance with General Data Protection Regulations (GDPR, 2018).
Delivery of Products
1. Products supplied instantaneously or almost so, will be delivered by e-mail or by your own down-load from Our Web Sites. You may download the Product 5 times over a period of 6 months.
2. If you pay by bank transfer, we will deliver a Product to you by e-mail within two days of our knowing you have paid us.
3. If you pay by cheque or by another means, we will deliver your Product after clearance of your money into our account.
4. We accept no responsibility for problems you may have in making payment through a web page of our payment service provider or in downloading any document or other Product. We will, however, seek to resolve these problems with you.
Cancellation and refunds
This and the following paragraph apply if you buy as a consumer as defined in the European Union Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Provided the Regulations apply to the transaction concerned, then the following terms apply to the contract.
1. We now inform you that information relating to all aspects of our Products is not in this document but in other web pages from where you select the Product.
2. You have a right to cancel the contract within 14 days of placing your order.
3. Every Product provided by us is designated to be delivered immediately or as soon as we are reasonably able to deliver it. Most products are supplied automatically after you have made payment.
4. We do not supply any online product on terms for future delivery. That means, if you wish to use our Products, you must instruct us to deliver in accordance with our terms.
5. By accepting these terms, you now agree that you are instructing us to deliver immediately and you understand that, in doing so, you lose your right to cancel your order within 14 days.
6. This paragraph does not affect your rights in the event that there is any material error in the Product.
Liability for subsequent defects
1. Please check the Product received from us immediately after you download it.
2. If you find an error in the Product, you must tell us by email message to [email protected]
3. The procedure to report an error is as follows:
  1. you must report to us as soon as any error is discovered but not later than six months from receipt by you.
  2. please tell us clearly what is the error you complain of and other information to enable us to identify it.
4. If we agree that the Product is faulty, then we shall:
  1. correct the error and come back to you within 3 working days, or
  2. immediately send a new copy to you, or
  3. refund the full cost you have paid.
Promotions, offers and events
1. If we offer Products in some way not anticipated by these terms, then you are entitled to terms no less favourable than those set out here.
Disclaimers and limitation of liability
1. If you become aware of any breach of any term of this agreement by any person, please tell us by email to [email protected] We welcome your input but do not guarantee to agree with your judgement.
2. Our Products are advisory in nature only. We are not responsible for any action you decide to take as a result of using one of our Products.
3. Our Websites contain links to other Internet web sites. We have neither power nor control over any such web site. You acknowledge and agree that we shall not be liable in any way for the content of any such linked web site, nor for any loss or damage arising from your use of any such web site.
Your Licence to use a document
1. When you “buy” a Product, what you do in fact buy is a licence to use our document for the purposes of your own business. You may use it as often as you like subject to the other terms of this agreement.
2. All ownership rights and intellectual property rights in the Product shall remain the sole property of us. We will strongly protect our rights.
3. You may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part, except as is expressly permitted in this agreement.
4. No express or implied licence of the Licensed Product or any other material is granted to you other than the express Licence granted in this agreement.
Limitations and permissions on Licences
1. You must not sub-license a Licensed Product, unless we have made a specific agreement with you to enable you to do so.
2. You must not Copy or Publish a Licensed Product except as specifically allowed in this agreement.
3. You may not allow any other person to use a Licensed Product except in the situation or context for which you have bought it.
4. You may not represent or give the impression that you are the owner or originator of any Licensed Product.
5. You may not remove any identification or reference number or other information which may be embedded in any file of a Licensed Product.
Dispute resolution
The following terms apply in the event of a dispute between the parties:
1. If you are not happy with our services or have any complaint then you must tell us by email message to [email protected].
2. If a dispute is not settled as set out above, we hope you will agree to attempt to resolve it by engaging in good faith with the other in a process of mediation or arbitration.
3. We can propose a mediator or arbitrator or will listen to your proposal. If you are in any way concerned, you should read the regulations for Online Dispute Resolution at http://ec.europa.eu/consumers/odr/.
Miscellaneous matters
1. You undertake to provide to us your current land address, e-mail address and telephone as often as required, and as they are changed, together with all information that we may require to enable us to fulfil our obligations under this contract. Your personal data will be maintained in the context of our Privacy Policy, which is published on Our Websites, and our associated procedures. Our policies and procedures have been updated in accordance with General Data Protection Regulations (GDPR, 2018).
2. We may change this agreement in any way at any time. The version applicable to your contract is the version which is Posted on Our Websites at the time you buy a Product.
3. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
4. The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
5. Any obligation in this agreement intended to continue to have effect after termination shall so continue.
6. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
7. When you visit Our Websites or send messages to us by email, you are communicating with us electronically. We communicate with you by e-mail or by posting notices on Our Websites. You agree that all our electronic communications satisfy any legal requirement that such communications be in writing.
8. Any communication to be served on either of the parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail.It shall be deemed to have been delivered:
  1. if delivered by hand: on the day of delivery;
  2. if sent by post to the correct address: within four working days of posting to an address in the European Union and eight working days to any other address;
  3. If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.
9. This agreement does not give any right to any third party.
10. In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
11. The validity, construction and performance of this agreement shall be governed by the laws of the Republic of Ireland.