The present General Terms and Conditions of Use and Subscription (hereinafter the “Terms”) govern the access to, and the use of, the data platform named “Lipid Atlas” (hereinafter the “Platform”), published and operated by Smey Biotechnologies Limited, a private company limited by shares incorporated under the laws of Ireland, with registered office at C/o Borgo Accounting Limited, Columba House, Lakeshore Drive, Airside Retail Park, Swords, Dublin, K67 R2Y9, registered with the Companies Registration Office of Ireland under number 704954, VAT registration number IE3805471IH, represented by its duly authorised representative (hereinafter “SMEY” or the “Publisher”).

The Platform makes available to its Subscribers a curated collection of scientific data, information, annotations, analyses and associated tools in the field of lipidomics (hereinafter the “Data”), under a Data-as-a-Service (DaaS) model.

Access to the Platform and to any of the Data is conditional upon (i) the prior creation of an Account, (ii) the authentication of the Subscriber at each session, and (iii) the express acceptance of these Terms. No Data is made available to any person who has not been individually identified and who has not accepted these Terms. There is no anonymous or unauthenticated access to the Data.

By creating an Account, activating a Free Tier access, subscribing to a Paid Tier, or otherwise accessing or using the Platform, the Subscriber unreservedly accepts these Terms. Acceptance is materialised by ticking the dedicated acceptance box during registration (click-wrap) and is a prior and essential condition of access.

Clause 1 – Definitions

“Account”: means the personal online account created by the Subscriber for the purpose of accessing the Platform.

“Confidential Information”: means the Data and any information, document or content made available to the Subscriber through the Platform, as further defined in Clause 8.

“DaaS”: means Data-as-a-Service, the model under which SMEY makes the Data available to Subscribers through the Platform on a subscription basis.

“Data”: means all scientific data, datasets, metadata, annotations, visualisations, structures, identifiers, analyses, reports and other content, proprietary to SMEY, made accessible through the Platform.

“Free Tier”: means the subscription plan allowing free access to the Platform, subject to registration, authentication and acceptance of these Terms, and limited to a total of four (4) Searches per Subscriber, as further defined at Clause 5.1.

“GDPR”: means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

“Paid Tier”: means any paid subscription plan providing extended access to the features and/or Data of the Platform, under the conditions set out at Clause 5.

“Platform”: means the website accessible at www.lipidatlas.com, including all of its pages, databases, software components, interfaces, documentation and associated services.

“Publisher”: means Smey Biotechnologies Limited, in its capacity as the entity that publishes and operates the Platform, as further described in the Preamble.

“Search”: means any query, consultation or interrogation of the Data made by the Subscriber through the search or browsing functionalities of the Platform, resulting in the display of Data on the Subscriber’s screen.

“Services”: means all services provided by SMEY through the Platform, including access to the Data and associated functionalities.

“SMEY”: means Smey Biotechnologies Limited, a private company limited by shares incorporated under the laws of Ireland, with registered office at C/o Borgo Accounting Limited, Columba House, Lakeshore Drive, Airside Retail Park, Swords, Dublin, K67 R2Y9, registered with the Companies Registration Office of Ireland under number 704954, VAT registration number IE3805471IH.

“Subscriber”: means any natural person, acting on his/her own behalf or on behalf of a legal entity (academic institution, company or other organisation), who has created an Account and accepted these Terms in a professional or business capacity.

“Subscription”: means the contract entered into between SMEY and the Subscriber for the use of the Platform, whether under a Free Tier or a Paid Tier.

Clause 2 – Purpose

The purpose of these Terms is to define the conditions under which SMEY grants to the Subscriber a right of access to, and use of, the Platform and the Data, in consideration, as the case may be, of the payment of the applicable subscription fees.

The Platform is intended for professional users, whether in academic or commercial contexts, using the Services for scientific, research, educational or industrial purposes.

Clause 3 – Acceptance and formation of the contract

Acceptance of the Terms is a prerequisite for any access to the Platform. By ticking the box “I have read and accept the Terms and Conditions and the Privacy Policy” during the account creation or subscription process, the Subscriber expressly, knowingly and unreservedly accepts these Terms, which form the basis of the agreement between the parties with respect to the Platform.

The Subscriber represents that he/she has the legal capacity to enter into these Terms and, where applicable, the authority to bind the legal entity on behalf of which he/she is acting.

SMEY reserves the right to refuse any Subscription request that does not comply with these Terms or that it deems contrary to its interests, without the refusal giving rise to any right to compensation.

These Terms are entered into and concluded electronically. SMEY and the Subscriber each agree that the electronic acceptance of these Terms constitutes a valid and binding contract under the laws of Ireland, including the Electronic Commerce Act 2000.

Clause 4 – Access to the Platform and Account management

4.1 Account creation

Access to the Platform requires the prior creation of an Account. The Subscriber undertakes to provide true, accurate, current and complete information during registration, and to keep such information up to date.

4.2 Credentials

Login credentials (email and password) are strictly personal and confidential. The Subscriber is solely responsible for their preservation and for any use made of them. Any operation carried out from the Account is deemed to have been performed by the Subscriber. The Subscriber undertakes to notify SMEY without delay of any loss, theft or unauthorised use of his/her credentials.

4.3 One Account per user

The Account is individual, nominative and non-transferable. Sharing of credentials between several natural persons is strictly prohibited and may give rise to immediate suspension of the Account without compensation, without prejudice to any damages.

4.4 No anonymous access – Mandatory authentication

No access to the Data is possible without prior registration, authentication and acceptance of these Terms. The Subscriber acknowledges that the Platform does not offer any anonymous, guest or unauthenticated access mode, and that the Data is made available exclusively to identified Subscribers bound by these Terms, in particular by the confidentiality obligations set out at Clause 8.

4.5 Prohibition of multiple accounts and circumvention

In order to preserve the integrity of the access and quota rules, and the confidential nature of the Data, the Subscriber expressly undertakes not to:

create more than one Account, in his/her own name or under a fictitious, borrowed or corporate identity, for the purpose of circumventing the search quotas of the Free Tier or any other limitation;
use anonymisation tools, VPNs, proxies, TOR networks or any other technical means with the purpose of circumventing access controls, quotas or identification measures;
share, transmit, resell or otherwise make available his/her credentials or session tokens to any third party;
automate, script or robotise the connection, authentication or Search process in any way whatsoever.

Any breach of this Clause 4.5 constitutes a serious breach of these Terms, justifying the immediate suspension or termination of the Account pursuant to Clause 14.

4.6 Technical availability

SMEY undertakes to use its reasonable efforts to ensure the availability of the Platform on a 24/7 basis, save in cases of scheduled maintenance, force majeure, failures of third-party providers or circumstances beyond its control. SMEY is bound by an obligation of means (obligation de moyens) and not of result.

Clause 5 – Subscription tiers and financial terms

5.1 Free Tier – Four (4) Searches

Access to the Free Tier is offered free of charge, subject to the prior creation of an Account, the authentication of the Subscriber and the acceptance of these Terms. The Free Tier entitles the Subscriber, per Account, to a total of four (4) Searches, it being specified that:

this quota of four (4) Searches is expressed per Subscriber (and not per session, per day or per period) and is consumed as soon as a Search is validly executed, regardless of the result displayed;
once the quota is exhausted, the Subscriber may no longer carry out any additional Search until subscribing to a Paid Tier;
SMEY may, at its sole discretion, adjust the initial quota, reset it in specific cases (e.g. technical incident, institutional agreement) or modify the scope of the Free Tier, subject to prior reasonable information communicated through the Platform.

The Free Tier is intended to allow prospective Subscribers to evaluate the Platform. It does not constitute, in any way, an unrestricted or public access to the Data. All Data consulted under the Free Tier is accessed by a fully identified Subscriber, bound by these Terms and, in particular, by the confidentiality obligations set out at Clause 8 and the non-prior-art undertakings set out at Clause 9.

5.2 Paid Tiers

Paid Tiers provide broader access to the Platform under the conditions and at the prices indicated on the Platform at the date of the order. Prices are expressed in euros, exclusive of applicable taxes, which are added at the rate in force on the date of invoicing.

5.3 Invoicing and VAT

Invoices are issued by Smey Biotechnologies Limited (VAT IE3805471IH) and are transmitted to the Subscriber by email or through the Platform. Where the Subscriber is a business established in a Member State of the European Union other than Ireland and holds a valid VAT registration number in that Member State, the supply of Services under a Paid Tier will be treated as a business-to-business supply and the reverse charge mechanism under Council Directive 2006/112/EC will apply; in such cases, Irish VAT will not be charged, and the Subscriber is responsible for accounting for VAT in accordance with its local obligations. Subscribers established outside the European Union should take their own local tax advice regarding the tax treatment of payments under these Terms in their respective jurisdictions.

5.4 Payment

Payment is made by the secure payment methods proposed on the Platform. The Subscriber warrants that he/she has the necessary authorisations to use the chosen means of payment. No access to the Paid Tier will be activated prior to full receipt of payment.

5.5 Term and renewal

Unless otherwise specified, Paid Tier subscriptions (Trimester Access) are entered into for a term of three (3) months, automatically renewed for successive periods of equal duration, unless terminated by either party at least fourteen (14) days before the end of the current term, by any means allowing proof of receipt.

5.6 Price revision

SMEY reserves the right to modify its prices. Any price modification will be communicated to the Subscriber at least thirty (30) days before its entry into force and will only apply to Subscriptions renewed after that date.

Clause 6 – Licence and permitted uses

6.1 Licence granted

Subject to full compliance with these Terms and, where applicable, to payment of the subscription fees, SMEY grants to the Subscriber a non-exclusive, non-transferable, non-sublicensable, personal and revocable right to access and consult the Platform and the Data, for the sole duration of the Subscription, and strictly for the Subscriber’s internal purposes.

6.2 View-only access

The Platform is provided on a strictly view-only basis. The Subscriber is expressly prohibited from downloading, exporting, extracting, copying, scraping, mirroring, caching, reusing in a substantial or repeated manner, or otherwise reproducing all or a substantial part of the Data, whether by automated means or otherwise.

6.3 Prohibited uses

The Subscriber undertakes, in particular, not to:

reproduce, represent, distribute, republish, communicate to the public, make available or sublicense all or part of the Data or the Platform;
extract or reuse, in a qualitatively or quantitatively substantial manner, the contents of the database constituted by the Data, within the meaning of the Copyright and Related Rights Act 2000 (as amended);
use the Data, in whole or in part, to train, fine-tune, validate, evaluate, benchmark, align or develop any artificial intelligence, machine learning, deep learning, large language or generative model, dataset or derivative, whether for internal or external purposes;
use any automated means (bots, crawlers, scrapers, APIs not expressly authorised, etc.) to access or interact with the Platform;
decompile, disassemble or reverse engineer the Platform, except to the limited extent that such activity is expressly permitted by applicable mandatory law and cannot be lawfully excluded by agreement;
circumvent or attempt to circumvent any technical protection, access restriction, rate limit or security measure implemented by SMEY;
use the Platform or the Data in a manner that infringes third-party rights, applicable laws or public order; or
resell, rent, lease, lend, share or otherwise commercially exploit access to the Platform or the Data.

6.4 Permitted internal scientific use

Within the limits of the foregoing, the Subscriber may consult the Data on-screen and take reasonable notes for strictly internal research or educational purposes. Any publication, citation, communication or external dissemination referring to the Data must (i) be strictly limited to references and citations and (ii) comply with the citation and patent/confidentiality provisions set out in Clauses 7, 8 and 9 hereof.

Clause 7 – Intellectual property rights

7.1 Ownership

The Platform, the Data, the databases, the software components, the graphic charter, the logos, the trademarks, the texts, the structures, the formats, the algorithms and, more generally, all elements composing the Platform are and shall remain the exclusive property of SMEY (or its licensors, as applicable) and are protected under the Copyright and Related Rights Act 2000 (as amended), trade mark law, trade secret law under the European Union (Protection of Trade Secrets) Regulations 2018 (S.I. No. 188 of 2018), and any other applicable legislation in Ireland and internationally.

7.2 Sui generis right on the database

SMEY expressly asserts its status as producer of the database constituted by the Data and the resulting sui generis database right under applicable law. Any extraction and/or reuse, by any means whatsoever, of all or of a qualitatively or quantitatively substantial part of the contents of this database is strictly prohibited and will expose the Subscriber to civil and, where applicable, criminal liability under applicable law.

7.3 No transfer of rights

These Terms do not entail any assignment or transfer of intellectual property rights to the Subscriber. The Subscriber acquires only a limited right of access and consultation, as defined in Clause 6, for the duration of the Subscription.

7.4 Feedback

If the Subscriber provides SMEY with any suggestions, ideas, comments, improvements, feedback or other input regarding the Platform or the Data, whether solicited or unsolicited (collectively, “Feedback“), the Subscriber hereby assigns to SMEY all right, title and interest in and to such Feedback, including all intellectual property rights therein, to the fullest extent permitted by applicable law. To the extent such assignment is not effective for any reason, the Subscriber grants SMEY a worldwide, royalty-free, irrevocable, perpetual, unconditional and sublicensable licence to use, reproduce, modify, adapt, translate, distribute, publicly perform, publicly display, create derivative works from, and otherwise exploit such Feedback for any purpose, including commercial purposes, without restriction and without any obligation to account to or compensate the Subscriber. The Subscriber irrevocably waives, to the fullest extent permitted by applicable law, any moral rights or equivalent rights in the Feedback. SMEY is under no obligation to review, implement, acknowledge or respond to any Feedback, and the Subscriber shall have no claim against SMEY arising from or in connection with SMEY’s use or non-use of any Feedback.

Clause 8 – Confidentiality

8.1 Confidential nature of the Data

The Subscriber expressly acknowledges and accepts that the Data and, more generally, all content made available through the Platform constitute Confidential Information belonging to SMEY, disclosed to the Subscriber on a strictly confidential basis, as a trade secret within the meaning of the European Union (Protection of Trade Secrets) Regulations 2018 (S.I. No. 188 of 2018), which implement Directive (EU) 2016/943 on the protection of undisclosed know-how and business information.

8.2 Restricted and closed-circle disclosure

The Platform is not a publication intended for the general public. Access to the Data is reserved exclusively to identified and authenticated Subscribers who have expressly accepted these Terms, which contain the confidentiality undertakings set out in this Clause 8. No Data is made available to the public at large, nor to any person who has not been individually identified and contractually bound.

In particular, no Data can be consulted, previewed or displayed by any anonymous or unauthenticated user, whether under the Free Tier, the Paid Tiers or otherwise. The Free Tier, despite its free-of-charge nature, is subject to the same identification, authentication and contractual requirements as the Paid Tiers.

SMEY implements appropriate technical and organisational measures to ensure this restricted access, including in particular the exclusion of the Data from search engine indexing (robots.txt and noindex directives), access logs, rate limits and authentication controls.

8.3 Subscriber’s obligations

The Subscriber undertakes, during the entire duration of the Subscription and for a period of ten (10) years thereafter, to:

treat the Data as strictly confidential and use at least the same degree of care as it uses to protect its own confidential information of similar importance, and in any event no less than reasonable care;
not disclose, transmit, communicate, publish or make available the Data to any third party, whether free of charge or for consideration, directly or indirectly;
limit internal access to the Data strictly to the persons who need to know them for the purposes authorised by these Terms, and ensure that such persons are bound by equivalent confidentiality obligations;
not use the Data for any purpose other than those expressly authorised by these Terms; or
immediately notify SMEY in writing at contact@smey.cc of any unauthorised use or disclosure, actual or suspected, of the Data upon becoming aware of the same.

8.4 Exceptions

The confidentiality obligations set out above shall not apply to information which the Subscriber can demonstrate (i) was in the public domain prior to its disclosure by SMEY, through no fault of the Subscriber, (ii) was lawfully in the Subscriber’s possession prior to its disclosure by SMEY, without any confidentiality obligation, or (iii) must be disclosed pursuant to a legal, regulatory or judicial obligation, provided that the Subscriber notifies SMEY thereof without delay and cooperates in limiting the scope of such disclosure.

8.5 Survival

The provisions of this Clause 8 shall survive the termination of the Subscription for any reason whatsoever.

Clause 9 – Non-prior-art undertaking and patent reservation

9.1 Non-public nature of the Data

The Subscriber expressly acknowledges and accepts that:

the Data is disclosed to him/her under the confidentiality regime set out in Clause 8, within a closed and controlled community of individually identified Subscribers, each of whom has accepted these Terms and, in particular, the confidentiality undertakings set out in Clause 8;
no Data is accessible to the public at large, nor to any person who has not been authenticated and contractually bound, whether under the Free Tier or the Paid Tiers; and
the Free Tier, although free of charge, does not constitute a public disclosure of the Data, given that it is subject to the same registration, authentication and confidentiality requirements as the Paid Tiers.

Accordingly, the making available of the Data through the Platform does not constitute, and is not intended by SMEY to constitute, a making available to the public within the meaning of Article 54(2) of the European Patent Convention or any equivalent national or international provision governing the state of the art and prior art.

9.2 Reservation of rights by SMEY

The Subscriber expressly acknowledges that:

SMEY declares a financial and patent interest in the Data and in the inventions, discoveries, applications and improvements that may derive therefrom;
SMEY reserves the right to file patent applications relating to all or part of the Data, its structure, its uses and its applications, in Ireland, in Europe and/or internationally, and no such applications have been filed as at the effective date of these Terms in relation to the Data specifically; and
all industrial property rights attached to the Data, whether existing or future (including, but not limited to, patents, patent applications, utility models, know-how and trade secrets) are and shall remain the exclusive property of SMEY.

9.3 Subscriber’s undertakings

The Subscriber undertakes:

not to file, in its own name or on behalf of a third party, any patent application, utility model or any other industrial property title based, in whole or in part, directly or indirectly, on the Data;
not to use the Data, or any knowledge derived therefrom, to contest, invalidate or oppose, directly or indirectly, any industrial property right of SMEY, in particular by relying on the Data as prior art;
not to cite, reference or reproduce the Data in any filing, publication, poster, pre-print, communication, grant or regulatory submission in a manner that would, or could reasonably be expected to, constitute a public disclosure of the Data, without the prior written authorisation of SMEY; or
to cooperate in good faith with SMEY in the event of any dispute relating to the non-public nature of the Data, in particular by providing, where necessary, a statement confirming the confidential conditions under which he/she has accessed the Data.

9.4 Citation policy

A specific citation policy is proposed by SMEY on the Platform. Any external reference to the Platform (for example in a scientific publication) must be limited to a bibliographic reference to the Platform as a data source, without reproducing the underlying Data, and must comply with the applicable citation guidelines.

9.5 Breach

Any breach of this Clause 9 is deemed to cause serious and potentially irreparable harm to SMEY, entitling SMEY, without prejudice to any other right or remedy, to seek any interim or injunctive relief before the competent courts, as well as damages.

Clause 10 – Declaration of financial and patent interest by SMEY

In the interest of transparency towards the Subscribers and the scientific community, SMEY expressly declares that:

it is the legitimate and exclusive owner of the Data made available through the Platform, which has been generated, curated, structured and validated by SMEY and/or by third parties having validly transferred the corresponding rights to SMEY;
it holds a financial interest in the commercial exploitation of the Data, in particular through the subscription model of the Platform;
it reserves the right to apply for patent rights and/or other industrial property rights covering all or part of the Data, its uses or its applications, as further described in Clause 9.2 above; and
the Data made available through the Platform does not constitute prior art within the meaning of Article 54 of the European Patent Convention or of any equivalent national provision, being disclosed exclusively under the conditions of confidentiality set out at Clauses 8 and 9.

This declaration is made for information purposes and does not constitute any waiver by SMEY of any of its rights.

Clause 11 – Protection of personal data (GDPR)

The processing of personal data carried out through the Platform is governed by the Privacy Policy accessible at www.lipidatlas.com/Privacy-policy, which forms an integral part of these Terms. SMEY processes personal data in compliance with Regulation (EU) 2016/679 (the “GDPR”) and the Data Protection Act 2018 (Ireland).

SMEY acts as data controller for the personal data collected in connection with the Account (including identity, professional contact details, connection data and billing data). Such data is processed on the basis of the performance of the Subscription contract, SMEY’s legitimate interests and, where applicable, the Subscriber’s consent.

Personal data processed in connection with the Platform is hosted in France. Payment processing is carried out through service providers located within the European Economic Area. Personal data is not transferred outside the European Economic Area unless appropriate safeguards are in place in accordance with the GDPR.

The Subscriber has the right to access, rectify, erase, restrict the processing of and port their personal data, as well as the right to object to processing. These rights may be exercised by contacting SMEY at contact@smey.cc. The Subscriber also has the right to lodge a complaint with the Irish Data Protection Commission (www.dataprotection.ie).

Clause 12 – Warranties – “as is”

SMEY uses its best efforts to provide Data of a high scientific quality. However, the Platform and the Data are provided on an “as is” and “as available” basis. To the fullest extent permitted by applicable law, SMEY makes no express or implied warranty regarding the accuracy, completeness, exhaustiveness, suitability for a particular purpose, continuous availability, absence of errors or non-infringement of the Data.

The Subscriber remains solely responsible for the scientific, clinical, regulatory, industrial or commercial decisions he/she may make on the basis of the Data. Under no circumstances may the Data be used as the sole basis for a medical, diagnostic or therapeutic decision.

Nothing in these Terms shall exclude or limit the liability of SMEY to the extent such exclusion or limitation is prohibited by mandatory provisions of applicable law (in particular in the event of gross negligence, wilful misconduct, bodily injury or death).

Clause 13 – Liability

SMEY’s liability may only be engaged in the event of direct, certain and foreseeable damage, directly attributable to a proven fault on its part.

Subject to mandatory provisions of law, SMEY shall in no event be liable for any indirect or consequential damages, including, without limitation, loss of profit, loss of opportunity, loss of data, loss of image or reputation, or loss of clientele.

To the fullest extent permitted by applicable law, SMEY’s aggregate liability under these Terms shall be capped, per twelve (12) month period, at the total amount of subscription fees effectively paid by the Subscriber to SMEY during the twelve (12) months preceding the event giving rise to liability. For Subscribers using the Free Tier, such aggregate liability shall be capped at one hundred euros (€100).

The Subscriber, for his/her part, shall indemnify SMEY against any third-party claim resulting from a breach of these Terms, in particular of Clauses 6, 8 and 9.

Clause 14 – Suspension – Termination

14.1 Suspension

SMEY may, at any time and without prior notice, suspend access to the Platform in the event of serious breach by the Subscriber of these Terms, in particular in the event of breach of Clauses 4, 6, 8 or 9, of unpaid amounts, of fraudulent or abusive use, or of any behaviour likely to harm SMEY, other Subscribers or third parties.

14.2 Termination

In the event of a breach of these Terms by the Subscriber which has not been remedied within fifteen (15) days of a formal notice sent by email, SMEY may terminate the Subscription as of right, without prejudice to any damages. In the event of a particularly serious breach, in particular of the provisions of Clauses 8 and 9, termination may occur immediately and without prior notice.

14.3 Consequences

Upon termination, for any reason whatsoever, the Subscriber’s right of access to the Platform shall cease immediately. The provisions that, by their nature, are intended to survive (in particular Clauses 7, 8, 9, 10, 12, 13, 17 and 18) shall continue to apply.

Clause 15 – Amendments to the Terms

SMEY reserves the right to amend these Terms at any time in order to adapt them to legal, regulatory, technical or commercial developments. Subscribers will be informed of any substantial amendment by any appropriate means (email, notification on the Platform), at least thirty (30) days before its entry into force. In the absence of termination of the Subscription within this period, the Subscriber is deemed to have accepted the new version of the Terms.

Clause 16 – Force majeure

Neither party shall be liable for any failure or delay in performing any of its obligations under these Terms where such failure or delay is caused by events or circumstances beyond that party’s reasonable control, including without limitation: major failures of telecommunications networks or internet infrastructure; widespread cybersecurity attacks; decisions by governmental or public authorities; epidemics or pandemics; natural disasters; acts of war or terrorism; or labour disputes affecting third-party suppliers. The party affected by a force majeure event shall notify the other party as soon as reasonably practicable and shall take all reasonable steps to minimise the effect of the event on its obligations. If the force majeure event continues for more than sixty (60) days, either party may terminate the Subscription by written notice to the other party without liability, save for obligations that have accrued prior to the date of termination.

Clause 17 – Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Ireland.

In the event of a dispute relating to the formation, interpretation, performance or termination of these Terms, the parties shall first endeavour to find an amicable resolution within thirty (30) days of written notification of the dispute by one party to the other.

In the absence of an amicable resolution within that period, each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

Clause 18 – Miscellaneous provisions

18.1 Entire agreement

These Terms, together with the Privacy Policy and any specific conditions accepted during the Subscription process, constitute the entire agreement between the parties with respect to their subject matter and supersede any prior agreement, whether oral or written.

18.2 Severability

If any provision of these Terms is held to be null or unenforceable by a competent court, such nullity or unenforceability shall not affect the validity of the other provisions, which shall remain in full force and effect.

18.3 No waiver

The fact that a party does not avail itself of any of the stipulations hereof shall not be construed as a waiver of its right to subsequently avail itself of them.

18.4 Assignment

The Subscriber may not assign or transfer these Terms, in whole or in part, without the prior written consent of SMEY. SMEY may freely assign or transfer these Terms, in particular in the context of a reorganisation, merger or sale of assets.

18.5 Notices

Unless otherwise provided herein, notifications between the parties shall be made by email to the addresses indicated in the Account and at contact@smey.cc.

18.6 Language

These Terms are drafted in English only. English is the sole authoritative language version. No other language version shall be published.

18.7 Third party rights

A person who is not a party to these Terms shall have no rights to enforce any term of these Terms.

By ticking the acceptance box, the Subscriber expressly acknowledges that he/she has read, understood and accepts without reservation the present Terms and Conditions, including in particular the confidentiality undertakings of Clause 8 and the non-prior-art and patent reservation undertakings of Clause 9.

General terms & conditions of use and subscription