This License Agreement (“Agreement”) sets out the legal agreement between you (an accountancy practitioner or an accountancy practice), your directors, employees, contractors, agents and assigns, collectively the “Member” and The Commercial & Industrial Exchange Limited (“CIEX”), an Irish incorporated entity with its registered offices at Wallace House, Canada Street, Waterford, Ireland for the use of CIEX’s Service (as defined below).
By selecting the "I accept" option the Member acknowledges that the Member has read, understands, and agrees to be bound by the terms of this Agreement and subscribes to the CIEX newsletter. Notwithstanding the foregoing, Member’s use of the Service shall bind them and any employees, agents or subcontractors who access the service to the terms and conditions of this Agreement.
If Member does not agree with any of the terms or conditions of this Agreement, Member is not authorised to use the Service for any purpose whatsoever and must discontinue any and all use.
“Certified User” a fully qualified accountant or a person in the course of completing accountancy examinations and who is working under the supervision of a fully qualified accountant, who can search the Platform and set up automated notifications for themselves.
"Confidential Information" means all information (whether oral, electronic or written and whether it is specifically designated as confidential or not) that relates to the affairs and business information of either party or the party’s Members, agents or members in anticipation of, or as a result of, this Agreement. This excludes information which is public knowledge, other than through the breach of any duty of confidentiality.
"Intellectual Property or IP Rights" means patents, trademarks, service marks, design rights and database rights (whether capable of registration or otherwise), applications for any of the foregoing, copyright (including copyright in source code, object code, procedures manuals and related documentation), know-how, trade or business names, domain names and other similar rights or obligations, whether capable of registration or not in any country (including but not limited to Ireland).
“Listing” means the advertising of a purchase or sale or investment by the Member.
"Member Data" means the data inputted into the Service by the Member about itself or its customers/Clients in accordance with its rights under this Agreement.
“Nominated Person” means an employee of a “Member” who is not an accountant but has a specialist qualification and who the practice nominates to have “Certified User” level access. This person cannot become a “Publisher”.
“Platform” means the CIEX Digital Trading Platform.
“Publisher” means a member of a practice who is licensed to upload and maintain listings and corresponds with other practices via the Platform, a Publisher must be a fully qualified accountant.
"Service" means use of the Platform subject to the terms and conditions of this Agreement.
In consideration of the payment of the fees by the Member (as provided below), CIEX agrees to provide a limited, non-exclusive, non-transferrable licence to the Member for the use of the Service and any other ancillary services on the single internet site with URL given during the application process (the “Permitted Site”) and on the premises in which the Member’s accountancy practice is located (the “Permitted Premises”) pursuant to this Agreement for the Term (as defined below) (the “License”).
For the avoidance of doubt, a Licence is only permitted to be used on the computer, laptop or electronic mobile device of a Publisher or Certified User (“Authorised Device”).
Term & Termination
This Agreement is effective from the date of approval for membership of the Member (“Effective Date”), and shall remain in full force and effect for twelve (12) months thereafter unless this Agreement is terminated earlier by any or both parties (the “Term”). This Agreement will renew automatically thereafter on each anniversary of the Member’s Effective Date unless the Member cancels such renewal thirty (30) days in advance by written notice.
Either party can terminate this Agreement immediately on written notice if the other party: (i) is in breach of any of the terms of this Agreement and such breach is incapable of being remedied; (ii) is in breach of any of the terms of this Agreement and, breach being remediable, fails to remedy the breach within such reasonable period as may be specified in a written request to do so; or (iii) is subject to any insolvency or bankruptcy proceedings or ceases to do business (the “Mutual Ground for Termination”.
CIEX can, in its sole and absolute discretion, terminate this Agreement at any time.
Description of the Service
The Platform can be used by the Member in its capacity as an accountancy practice and/or accountancy professional to access and source potential business buyouts and/or investments or as a platform to provide business information to potential business investors or purchasers.
To access the Service CIEX membership will only be granted to an accountancy practice, and access for Publishers and Certified Users will be granted via its administrator or principal (the “Membership Requirement”).
The Licence is only permitted to be used in an accountancy practice and access to the Service is on behalf of the Member’s Clients/customers only.
Service begins on the Effective Date, being the date of the approval for membership of the Member practice and receipt of payment by CIEX of the membership fee referred to the section Fees & Invoicing below or receipt by CIEX of a fully completed direct debit mandate from the Member.
Access to Platform
The Member may only access the Platform through the Permitted Site by using an Authorised Device .
The Member shall ensure that the appropriate copyright notices and warnings as to confidentiality are used on or immediately adjacent to all information pertaining to the Member’s advertising or marketing of the Platform.
Fees & Invoicing
The following are fees payable by the Member to CIEX in connection with the Service:
1. Membership fee for the use of the Platform.
2. Listing fee when a Listing is made;
The amounts payable under each of the above listed fees is available from the Fees Section of the Platform The membership fee will be calculated on the basis of the number of Publishers licensed to the Member. There is no limit on the number of Certified Users associated with a license, but they must be associated with the Member to whom the Licence is granted. CIEX reserves the right to vary its pricing structure at any time, however, any change to the amount to be charged will be communicated to the Member through the Platform.
These fees must be paid by the Member in full prior to the use of the Service at all times unless a Direct Debit arrangement is in place. However, CIEX may, at its sole discretion, offer facilities such as monthly, quarterly or six monthly payment offerings. For the avoidance of doubt, the minimum term of membership will always be twelve (12) months.
All CIEX fees and commissions are quoted excluding VAT or other sales taxes.
In the event that technical difficulties relating to the use of the Services and the Platform are not remedied within seven (7) days of being notified by the Member as to a fault, the Member may seek a refund of the membership fees paid to CIEX proportionate to the amount of time outstanding on the Licence. CIEX reserves the right for its technical team to determine if a fault exists.
No membership fees paid by the Member shall be refunded by CIEX if the Member unilaterally terminates the Licence on any ground other than a Mutual Ground of Termination after the Member’s qualified or training accountants or authorised agents has accessed the Platform through the login name(s) and password(s) provided.
Information we collect
By using the Service, Member consents to its contact information being used by CIEX to send updates about this Service including but not limited to changes to the Service description and changes in the terms and conditions. CIEX may also send to you details of other products and services from CIEX that CIEX, in its sole discretion, determines that it may be of interest to you.
Member agrees that CIEX may publicly use Member’s business or trading name and logo to identify you as our customer and that CIEX is providing a service to Member in promotional materials including but not limited to case studies, event materials, presentations, website, videos, tweets and any other media.
In use of the Service, Member agrees to grant CIEX a non-exclusive, transferable, royalty-free, worldwide and fully paid-up license to use the Member Data for the purposes of analysis and development, including IP development (“CIEX Development”). Any such CIEX Development shall be fully owned by CIEX and Member hereby agrees that it shall have no rights or claims whatsoever over CIEX Development and waives any and all rights and claims, including any moral rights, over the CIEX Development whether now known or hereafter devised.
Should Member provide any feedback, advice, comment, instruction or any other verbal or written communication directly or indirectly to CIEX about the Service (“Member Feedback”), Member hereby grants to CIEX a non-exclusive, transferable, royalty-free, worldwide and fully paid-up license in and to the Member Feedback.
Member Data includes payment information. CIEX does not always store complete payment information. Where relevant this data is maintained by our payment processing providers who are Payment Card Industry (“PCI”) compliant. CIEX will retain details such as your billing address, email, telephone number and partial credit card details including the expiry date, the last four digits of the card number and the name on the card. CIEX does not retain full card numbers or CVV codes. This information is retained solely for the purposes of customer service and in no way is this information share with any third party or used for any other purpose than for customer and technical support
Ownership of Intellectual Property Rights
Member acknowledges and agrees that CIEX owns all IP Rights in the Service and the Platform or which may arise out of the performance of the Service or use of the Platform. Except as expressly stated otherwise, this Agreement does not grant the Member any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Service, the Platform or any related documentation. The Member further acknowledges that all rights, title and interest to the Service are owned by CIEX and that the Member's rights to use the Service are limited to those expressly set out in this Agreement.
The Member authorises CIEX to access, store, update, modify and otherwise deal with (as appropriate) any Member Data to enable it to properly perform any Service pursuant to this Agreement.
Except as otherwise expressly provided herein, nothing in this Agreement grants to any party, any right and title or licence to the other party's Intellectual Property rights.
Upon termination of this Agreement, all rights granted under this Agreement, unless otherwise stated, shall automatically terminate and each party agrees to immediately cease using or displaying the Intellectual Property rights of the other party.
While we are carrying out services that you have requested, we may be required to process your personal data or that of your staff or representatives or third parties with whom you do business.
You are responsible for ensuring that the personal data you supply to us has been collected in a lawful manner and that you are permitted to disclose this information to us and that it is accurate and up-to-date.
We may process your personal data in order to send you updates on topics which we would deem relevant to your business or to inform you of additional services we could provide to your business which may be of interest to you. Should you prefer not to receive such information, please let us know.
CIEX will provide such instruction to enable Member to make use of the Service as CIEX reasonably considers appropriate. There is no obligation on CIEX to provide direct setup and any direct setup by CIEX will be done in its absolute discretion.
CIEX will take all reasonable steps to ensure that all Member Data under CIEX’s control is kept secure in accordance with good industry practice.
For the purposes of the Data Protection 2018 and the General Data Protection Regulation EU 2016/679, where the provision of any part of the Service requires CIEX to process personal data supplied by the Member as Data Controller, then CIEX shall act only on instructions from the Member as data controller and shall only carry out processing on the Member's instructions.
CIEX may intermittingly produce and make available CIEX blogs, E-Zine and such publications on CIEX’s website or other websites (the “On-Site Commentaries”). The On-Site Commentaries do not reflect or contain CIEX’s opinions or the opinions of CIEX’s shareholders, agents and employees and the On-Site Commentaries are for information only.
Member acknowledges and understand that CIEX does not advise, broker or value the businesses listed in the Platform and that CIEX does not accept any liability for any breach of confidentiality of such businesses’ or other information including if the breach is caused by CIEX’s employees and / or agents.
Member shall take all reasonable technological and security measures to ensure that its login details to the Platform are physically secured from unauthorised use or access. Member is responsible not to allow access to the Platform by anyone who is not a qualified or training accountant or authorised agents. Member is responsible for its own password and security and Member must ensure that usernames and passwords will not be divulged to third parties.
Member shall ensure that all information provided by Member in its capacity as acting for any potential buyer or seller or investor is accurate and all such information will be deemed accurate by CIEX when inputted by the Member in the Platform. Member is responsible for the credibility and accuracy of the data imputed or uploaded to the Platform by the Member or the Member’s agents or employees and the Member hereby accepts full liability for and indemnifies CIEX of any incorrect or unauthorised access made to the Platform through an access point listed to Member.
Member shall not use the information or data of the Platform or allow it to be used by other, or put information into such platform in any manner which CIEX may reasonably feel is inconsistent with CIEX’s goodwill.
Member shall also fully comply with all relevant terms and conditions on the third party marketplaces or accounts that Member links or associates with their CIEX account or Service.
Member will fully comply with all applicable laws and regulations when performing its obligations under this Agreement and obtain all third party consents, licences and rights reasonably required in order to allow CIEX to perform the Service.
Member shall ensure that Member and its qualified and training accountants or authorised agents observe the restrictions on the use of the Platform as set out in this Agreement and that all of the Member’s obligations under this Agreement are passed on to the Member’s employees (the “Restrictions Requirement”). Member and Member’s employees shall use the Service correctly according to guidelines supplied by CIEX. Where the Member's own employees undertake work which impacts upon the performance of the Service, then the Member undertakes to use sufficiently qualified and competent employees to ensure that the Service are not adversely affected or delayed. Member shall be responsible at all times for the acts and omissions of any of the Member’s employees who performs any activities under this Agreement.
Member agrees and understands that its failure to comply with the Membership Requirement, the Restrictions Requirement and the IP Rights Requirement (as defined below) may result in financial penalties against the Member and or including the Member’s expulsion from the Platform. Such expulsion will incur the removal of all listings placed by the Member and CIEX reserves the right to bar either the Member or individual accountants within the Member’s practice and or members, their agents and employees, at the sole discretion of CIEX.
Should the Member fail to perform any of its obligations under this Agreement then CIEX will not be responsible for any delay, cost increase or other consequences arising from such failure, and the Member shall reimburse CIEX for any costs or expenses incurred by CIEX due to such failure. CIEX shall not be responsible for any matter arising from a lack of appropriate IT knowledge or experience on the part of any of the Member's employees.
If a Member’s subscription is terminated for any reason, it is Member’s responsibility to disconnect any marketplace accounts from the Service.
Intellectual Property Rights
Member acknowledges that all IP Rights in the Service and the Platform provided by CIEX throughout the world belong to CIEX, that rights in the Service are licensed and not sold to you, and that you have no rights in or to the Service other than the right to access and/or use it in accordance with the terms of this Agreement.
Member acknowledges that it has no right to have access to the Service in source code form or in unlocked coding. The integrity of the Service is protected by technical protection measures (“TPM”) so that the IP Rights, including copyright, in the Service are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose sole intended purpose is to facilitate the unauthorised removal or circumvention of such TPM.
Member shall ensure that: it fully protects the IP Rights in the Service and the Platform; that it shall not alter, remove or tamper with any trade name, trademark, logo or other means of identification used on it in relation to the Service; that it will notify CIEX if it suspects any infringement or other breach by a third party of these IP Rights; and that it will give CIEX all reasonable assistance (at CIEX expense) and comply with all reasonable instructions from CIEX in CIEX’s pursuit of any infringement (the “IP Rights Requirement”).
Member shall ensure compliance with CIEX’s instructions with regard the use of CIEX’s trademarks or use of copyright acknowledgements or other indication of CIEX’s IP Rights in any report or publication which Member creates from its use and activity on the Platform.
The Member shall defend, indemnify and hold harmless CIEX against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the usage of the Service and the Platform.
Except as expressly set out in this Agreement or as permitted by any local law, you undertake: (a) not to copy the Service; (b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Service or any part thereof; (c) not to make alterations to, or modifications of, the whole or any part of the Service or any part of it to be combined with, or become incorporated in, any other programs; (d) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Service nor attempt to do any such things except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Service with another software program, and provided that the information obtained by you during such activities: (i) is used only for the purpose of achieving inter-operability of the Service with another software program; (ii) is not disclosed or communicated without CIEX’s prior written consent to any third party to whom it is not necessary to disclose or communicate it; and (iii) is not used to create any software which is substantially similar to the Service; (e) to supervise and control use of the Service and ensure that the Service is used by your employees and representatives in accordance with the terms of this Agreement; (f) to use the most current version of the Service, including upgrading to any updated or upgraded version or new release provided by CIEX under the terms of this Agreement immediately on receipt of such version or release; (g) not to provide, or otherwise make available, the Service in any form, in whole or in part to any person other than your employees without prior written consent from CIEX; (h) not to access all or any part of the Service in order to build a product or service which competes with the Service; and (i) not to attempt to obtain, or assist third parties in obtaining, access to the Service other than as set out in this Agreement.
Member must permit CIEX and his representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises, and to the computer equipment located there, at which the Service is being used or accessed, and any records kept pursuant to this Agreement, for the purpose of ensuring that you are complying with the terms of this Agreement.
Member shall not access, store, distribute or transmit any viruses, worms, trojans or other material which may prevent, impair or otherwise adversely affect the operation of any software, hardware, equipment, network or telecommunications service, or any material during the course of your use of the Service which: (a) is unlawful, harmful, threatening, defamatory, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or (f) causes damage or injury to any person or property, and CIEX reserves the right, without liability to you, to disable your access to any material that breaches this condition.
Limitation on Liability
Nothing in this Licence shall exclude or in any way limit either party’s liability for death and personal injury resulting from negligence, or any other liability to the extent that it cannot be excluded or limited as a matter of law.
The full contents of the Platform and CIEX’s website are intended for holders of the Licence, being fully qualified accountants or an accountancy practice and their supervised training accountants. The Platform is not intended to be read or used by non-accountant professionals and / or non-Licence holders. Notwithstanding anything contained herein, CIEX shall, in its sole discretion, be free to make available certain excerpts of the information to the general public on completion of the CIEX registration process.
The Member uses the Service and the Platform at its own risk. CIEX shall not be liable under or in connection with this Agreement for: (a) loss of income; (b) loss of business profits or contracts; (c) business interruption; (d) loss of the use of money or anticipated savings; (e) loss of information; (f) loss of opportunity, goodwill or reputation; (g) loss of, damage to or corruption of data; or (h) any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.
CIEX’s maximum aggregate liability under or in connection with this Agreement, or any collateral contract, whether in contract, tort (including negligence) or otherwise (including any liability for the acts or omissions of its employees or agents), shall be limited to a sum equal to the total fees paid to CIEX since Member’s first registering for the Service or in the six (6) month period immediately preceding the date the cause of action arose, whichever is the lowest.
CIEX does not warrant that the Service offered herein will not infringe third party intellectual property rights (whether such rights subsist in Ireland or otherwise).
This Agreement sets out the full extent of CIEX’s obligations and liabilities in respect of the supply of the Service. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on CIEX except as specifically stated in this Agreement. Any condition, warranty, representation or other term concerning the supply of the Service offered by CIEX which might otherwise be implied into, or incorporated in, this Agreement or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
Member acknowledges that Member alone is responsible for the information and data Member holds, as well as that arising from the use of the Service and Member assumes sole responsibility for the security of such information. Member acknowledges that Member alone is responsible for forecasting and calculating any damage Member is liable to suffer in the event of any problem arising in the performance of the Service. As a consequence, Member acknowledges that it is Member’s responsibility to insure its business against all risks which Member regards as appropriate having regard to Member’s own individual circumstances and the terms of this Agreement.
CIEX shall not be responsible for any information, advice and recommendation given by the Member to its end users. CIEX shall not be responsible for inaction on behalf of the Member and CIEX holds no liability in relation to any breach of professional duty or care to the Member’s end users, businesses or interested parties.
Member acknowledges that all transactions made by Member as a result of using the Service, whether directly or indirectly, are made between Member and the seller, buyer or investor directly, and CIEX accepts no responsibility for and is not a contractual party to same. Member undertakes to abide by all legislative and regulatory provisions, including without limitation, all consumer protection, distance selling regulations and tax and indirect tax compliance.
Member acknowledges and agrees that CIEX shall have no liability in the event that any third party operator makes changes to their service or their API for which render the Service or part of the Service offered obsolete or prevent access to the third party platform or service. CIEX shall have no liability for any decisions or actions of the third party platform operator or their consequences, whether they arise with or without warning and irrespective of the consequences.
CIEX is not liable for: (a) the integrity, completeness, precision, accuracy or updating of information or data provided by the Service which is dependent upon third parties; or (b) information uploaded by Member to the Service or to third party marketplace service provider such as Hosting Ireland.
Member hereby acknowledges that whilst the Platform regularly updates the information uploaded or imputed by Member, CIEX does not provide an absolute guarantee of a real-time connection with the third party marketplace and as a result, there may be a discrepancy in data provided by the Service, for example, between the information displayed in the Platform and the information actually uploaded or imputed by the Member. CIEX accepts no liability in such event. It is your sole responsibility to monitor your information in the Platform on a regular basis.
CIEX shall not be liable for any fluctuations in exchange rates or currency conversions or for the accuracy, completeness or reliability of any information supplied to it by third parties, if any.
CIEX shall use commercially reasonable endeavours to make the Service available twenty-four (24) hours a day, seven (7) days a week, except for: (a) planned maintenance; or (b) unscheduled maintenance. CIEX does not accept any liability for any unavailability of the Service due to events outside of its control, including without limitation, network failures.
CIEX shall not be liable for any content or information contained in the On-Site Commentaries or expressed consequently.
Neither party shall be liable to the other by reason of any failure in performance of this Agreement if the failure arises from an event outside of its reasonable control (“Force Majeure”). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following: (a) strikes, lock-outs or other industrial action; (b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; (c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; (d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; (e) impossibility of the use of public or private telecommunications networks; and (f) the acts, decrees, legislation, regulations or restrictions of any government.
CIEX and Member agree to use the Confidential Information only for the purposes of performing the obligations imposed or the rights acquired under this Agreement, save that each party is allowed to collect, analyse and publicise data and results from such data for the purposes of trend analysis and marketing.
The Member agrees and understands that any information uploaded by Member to the Platform will be used by CIEX to conduct marketing trends, business studies and other such business information gathering. CIEX reserves the right to remove incorrect or inappropriate material inputted or uploaded by the Member to the Platform.
Except as required by law, CIEX and Member agree not to disclose confidential information to any third parties or to any employees except those who are directly involved with this Agreement without each other’s prior written consent. However, CIEX reserves the right to inform its employees, temporary workers or subcontractors of any Confidential Information relating to Member or Member’s business if such communication is necessary or desirable for CIEX’s performance of its obligations arising from this Agreement, it being understood that CIEX will bring the confidential nature of this aforementioned information to such person’s attention.
Member may not transfer or assign any or all of Member’s rights or obligations under this Agreement.
If CIEX fails, at any time during the term of this Agreement, to insist on strict performance of any of Member’s obligations under this Agreement, or if CIEX fails to exercise any of the rights or remedies to which it is entitled under this Agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve Member from compliance with such obligations. A waiver by CIEX of any default shall not constitute a waiver of any subsequent default. No waiver by CIEX of any provision of this Agreement shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
If any of the terms of this Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
This Agreement and any document expressly referred to in it represents the entire agreement between us in relation to the licensing of the Service and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
The parties acknowledge that, in entering into this Agreement, neither of us has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between us before entering into this Agreement except as expressly stated in this Agreement.
Neither party shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into this Agreement (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in this Agreement.
All notices which the parties are required to give to the other under this Agreement shall be made in writing. The Member shall send its notices to CIEX to firstname.lastname@example.org. CIEX shall send to the Member to the address given during the Member’s application process or such other address which the Member subsequently provides for that purpose to CIEX. Notices affecting all members of CIEX shall be placed on the Platform and it is the sole responsibility of the Member to keep updated.
This Agreement, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Ireland. Any dispute arising from, or related to, any element of this Agreement shall be subject to the exclusive jurisdiction of the courts of Ireland. You agree that any legal proceedings brought by you against CIEX arising out of or in connection with this Agreement may only be brought by you in the courts of Ireland unless you reside in another member state of the European Union. If you reside in any other jurisdiction, proceedings may be brought by CIEX there instead.