GENERAL TERMS & CONDITIONS FOR THE ODD CONSULTING COMPANY LIMITED HEREINAFTER REFERRED TO AS THE ODD COMPANY.
(The ODD Company is the registered trading name of The ODD Consulting Company Limited)
Please read these conditions carefully before using any The ODD Company products or services or accessing The ODD Company website. By using The ODD Company services, you signify your agreement to be bound by these conditions. In addition, when you use any current or future ODD Company service, you will also be subject to the guidelines and conditions applicable to that service.
Section A: General Conditions
1. Your Web Account
If you use our website, you are responsible for maintaining the confidentiality of your account username and password and for restricting access to your computer to prevent unauthorised access to your account. You agree to accept responsibility for all activities that occur under your account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.
Please ensure that the details you provide us with are correct and complete and inform us immediately of any changes to the information that you provided when registering.
The ODD Company reserves the right to refuse access to the websites, terminate accounts, remove or edit content, or cancel orders at its discretion.
2. Access to www.theoddcompany.ie
The ODD Company will do its utmost to ensure that availability of our websites will be uninterrupted and that transmissions will be error-free. However, due to the nature of the Internet, this cannot be guaranteed. Also, your access to the websites may also be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services. The ODD Company will attempt to limit the frequency and duration of any such suspension or restriction.
3. Restricted Uses
The ODD Company grants you a licence to access and make personal use of all client materials in hardcopy, softcopy and on-line formats. This does not allow you to download (other than where specifically provided for) or modify materials, or any portion thereof, except with prior express written consent of The ODD Company.
Materials may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any economic gain and/ or commercial purpose without The ODD Company’s prior express written consent.
You may not frame or use framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of The ODD Company and its affiliates without express written consent. You may not use any meta tags or any other "hidden text" utilising The ODD Company's or its affiliates' names or trademarks without the express written consent of The ODD Company. Any unauthorised use terminates the permission or license granted by The ODD Company.
You are granted a limited, revocable, and non-exclusive right to create a hyperlink to the Welcome page of The ODD Company or TDP as long as the link does not portray The ODD Company, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any The ODD Company logo or other proprietary graphic or trademark as part of the link without The ODD Company’s prior express written consent.
4. Your conduct
You must not use the websites in any way that causes, or is likely to cause, the websites or access to them to be interrupted, damaged or impaired in any way.
You understand that you, and not The ODD Company, are responsible for all electronic communications and content sent from your computer to us and you must use the websites for lawful purposes only.
5. Intellectual Property including Copyright and database rights
All content included in any written materials, including the websites, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of The ODD Company, its affiliates or its content suppliers and is protected by Republic of Ireland, United Kingdom and international copyright and database right laws. The compilation of all content on this website is the exclusive property of The ODD Company and its affiliates and is protected by Republic of Ireland, United Kingdom and international copyright and database right laws. All software used on the website is the property of The ODD Company, its affiliates or its software suppliers and is protected by Republic of Ireland, United Kingdom and international copyright laws.
You may not systematically extract and/or re-utilise parts of the contents of any written materials without The ODD Company's prior express written consent. In particular, you may not utilise any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilisation of any substantial parts of the websites, without The ODD Company's express written consent. You also may not create and/or publish your own database that features substantial (eg prices and product listings) parts of these websites without The ODD Company's express written consent.
6. Intellectual Property including Trademarks
ODD, THE ODD COMPANY, THE ODD COMPANY LOGO, ODP, THE ODP LOGO, TDP, THE TDP LOGO, and other marks indicated on our websites are trademarks or registered trademarks of THE ODD COMPANY, including The ODD Company's graphics, logos, page headers, button icons, scripts and service names are the trademarks or trade dress of The ODD Company. The ODD Company's trademarks and trade dress may not be used in connection with any product or service that is not The ODD Company's, in any manner that is likely to cause confusion among customers or potential customers, or in any manner that disparages or discredits The ODD Company. All other trademarks not owned by The ODD Company that appear on this website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by The ODD Company.
7. Intellectual Property Warranty and Indemnity
The ODD Company warrants that it has the right to license its Products without infringing the Intellectual Property Rights of any third party.
The Intellectual Property Rights in the Products are reserved to The ODD Company. Intellectual property rights arising from any work done by or in association with The ODD Company in the course of this Agreement (including all work relating to or incorporated in future releases or in any parameterisation, modification or translation) shall automatically vest exclusively in The ODD Company. Intellectual property rights in the Products shall, for the purposes of this Agreement, be deemed to vest in and be reserved to The ODD Company.
You acknowledge that all the Intellectual Property Rights vest and shall remain vested exclusively in The ODD Company, that your rights in respect of the Products are confined to the licence expressly granted by this Agreement and that the licence ceases on termination of this Agreement.
You acknowledge that the Products contain confidential proprietary know-how of The ODD Company. You will not disclose, permit access to or otherwise make available any of the Products directly or indirectly to any third party except to the extent (if any) permitted by this Agreement.
You shall ensure that use of and access to the Products shall not exceed the limitations of this Agreement and that the know-how of The ODD Company disclosed hereunder shall not be disclosed or used other than for the purposes of this Agreement. You shall be responsible for any unauthorised use of, disclosure of or access to the Products.
8. Other businesses
Parties other than The ODD Company and its subsidiaries provide services, or sell product lines on our website. In addition, The ODD Company provides links to the websites of affiliated companies and certain other businesses. The ODD Company is not responsible for examining or evaluating, and The ODD Company does not warrant or endorse the offerings of any of these businesses or individuals, or the content of their websites. The ODD Company does not assume any responsibility or liability for the actions, products, and content of any of these and any other third-parties. You can tell when a third-party is involved in your transactions, and The ODD Company may share customer information related to those transactions with that third-party. You should carefully review their privacy statements and other conditions of use.
9. Limitation of Liability
Except for conditions, warranties and representations expressly stated in this Agreement or which by Law may not be excluded, all conditions, warranties and representations howsoever arising are hereby expressly excluded.
The ODD Company shall not be liable, irrespective of the basis of claim, for any loss of profit or anticipated saving, lost, incorrect or spoiled data, loss of use, loss of agreements, loss of goodwill or (other than in respect of intellectual Property Rights) third party claims.
The cumulative maximum liability of The ODD Company under or in connection with this Agreement irrespective of the basis of claim shall be limited in each successive year of this Agreement to the fees received form any claimant hereunder by The ODD Company in that year (a year for this purpose is the twelve month period expiring on the anniversary of the date of this Agreement).
The ODD Company does not purport to exclude or limit liability where such exclusion or limitation is precluded by the law applicable to this Agreement.
The parties agree that the limitations and exclusions contained herein are reasonable having regard among other things to their respective businesses, to the nature of the work involved, to their respective capacities to protect and insure against risk and to the fees arising hereunder.
10. Alteration of Service or Amendments to the Conditions
The ODD Company reserves the right to make changes to our Products, websites, policies, and these Terms & Conditions at any time. You will be subject to the policies and Conditions of Use & Sale in force at the time that you use the website or that you order goods from us, unless any change to those policies or these conditions is required to be made by law or government authority (in which case it will apply to orders previously placed by you). If any of these conditions is deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining condition.
11. Events beyond our reasonable control
The ODD Company will not be held responsible for any delay or failure to comply with its obligations under these conditions if the delay or failure arises from any cause which is beyond its reasonable control. This condition does not affect your statutory rights.
If you breach these conditions and The ODD Company takes no action, The ODD Company will still be entitled to use its rights and remedies in any other situation where you breach these conditions.
13. Governing Law, Mediation and Arbitration
This Contract shall be governed and construed in accordance with the laws of the Republic of Ireland.
Any dispute or difference of any kind arising out of or in connection with this contract between the parties may be referred to mediation, subject to the agreement of the parties.
The mediator is to be agreed by the parties or in default of agreement to be appointed on the application of either party to this contract by the Chairman of the Bar Council of Ireland.
The place of the mediation shall be Dublin, Ireland.
If the parties fail to agree to enter into mediation any dispute or difference of any kind arising out of or in connection with this contract between the parties shall be referred to arbitration as hereinafter provided.
Either party from the date that any dispute or difference arises shall by written notice require that the matter be referred for binding arbitration.
The arbitrator is to be agreed by the parties or in default of agreement to be appointed on the application of either party to this contract by the Chairman of the Bar Council of Ireland.
The place of the arbitration shall be Dublin, Ireland.
The arbitration shall be conducted in accordance with the provisions of the Arbitration Acts 1954 to 1998.
14. Refund Policy
Workshops and Seminars:
Fees will be refunded in full where The ODD Company receives written notice of cancellation more than 28 days prior to the workshop, 50% of fees will be refunded where The ODD Company receives written notice of cancellation 15 – 28 days prior to the workshop and no refund will be given where notice of cancellation is received less than 14 days prior to the workshop and any outstanding balance on the invoice will be payable in full. The ODD Company reserves the right to cancel or re-schedule any workshop at any time. In the event of cancellation, or in the event of the workshop being rescheduled to a time at which you are unable to attend, fees will be refunded in full.
Publications and Reports:
- You have the right to cancel your order at any time up to the end of 7 working days after you receive the goods.
- If you exercise your right of cancellation after the goods have been delivered to you, you must return the goods to The ODD Company at your own cost, in unused and otherwise re-saleable condition. The goods must be adequately sealed and you must take reasonable care to ensure the goods are not damaged whilst in your possession or in transit.
- The ODD Company will refund or re-credit you within 30 days of receiving the returned goods in unused and resalable condition.
Annual Software Licences are renewed automatically each year, subject to 6 months’ notice of cancellation. The period paid up beyond the 6 months’ notice period will be refunded or re-credited on a pro rata basis.
Section B: Additional Conditions Specifically Relating to Your Use of The ODD Company Survey Products
The ODD Company may, but shall not be obliged to, record or monitor telephone conversations for security and training purposes and to maintain quality service.
A Consultant may terminate a feedback session to a Client if the Client becomes abusive or engages the Consultant in vexatious or frivolous requests.
All invoices in respect of Organisational Heartbeats surveys must be fully paid prior to the release of survey reports and any feedback session consultation.
15. ODP and TDP
All usage of ODP and TDP survey products are subject to all terms and conditions contained herein and are also subject to a separate licensing agreement.