Terms of Service

These Terms of Service (together with the applicable Services Documentation, the "Terms of Service") constitute a legal agreement between the entity or professional (as applicable) that agrees to these Terms of Service (the "Customer"; "you") and EstateMin, a company with a registered address in Dogpatch Labs, Custom House Quay, Northwall Road, Dublin 1 and its affiliates ("EstateMin", "we", "us", "our").

Please read the following Terms of Service carefully before accessing or using our Services (as defined below), as they contain important information on your obligations while using the Services. The Terms of Service also inform you of our liability towards you and the warranties or disclaimers that apply to our Services.

If you wish to use our Services, you must accept and agree to be bound by and comply with these Terms of Service. Continued use of any of our Services indicates your continued acceptance of the Terms of Service. If you do not agree with these Terms of Service, you must not use our Services.

HOW THESE TERMS APPLY

By using EstateMin, you fall into one or more of the following three different categories of EstateMin users:

• Site Visitors are users of the Website.
• Free Users use the free/essential version of the Service. Free Users have access to a more limited set of Service features and functionality than Authorized Users and are early adopters of the portal.
• Authorized Users use the Service on a case-by-case pricing basis, as per the specific cases or services requested by a person or entity (the "Customer"; "you") who has separately entered into a contract with EstateMin governing the access and use of the Service.

These Terms of Service define the legal relationship between you and us in connection with the Services. If you have any questions related thereto, you can reach us at info@estatemin.com.

Definitions

These Terms of Service define the legal relationship between you and us in connection with the Services. If you have any questions related thereto, you can reach us at info@estatemin.com.

In these Terms of Service, terms beginning with a capital letter, but not defined, have the meanings given to them in the terms below.

• Account means the account(s) that you acquire as part of your access to and use of our Services.
• Client User means the executor or administrator of a will or an estate, that has been given access to the site by the solicitor who is providing legal advice and executing the estate.
• Lawyer User means the lawyer firm that is providing legal services to the client user on the portal.
• Administrator shall mean a Subscriber with the authority to designate additional Authorized Users and/or Administrators, and commit the Subscriber to additional services from EstateMin.
• Affiliate means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to these Terms of Service. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
• Agreement shall mean this entire Terms of Service Agreement and incorporates by reference the Privacy Policy located here.
• Anonymized Data means any Usage Data, Customer Data and other data generated by the Services which have been processed through an industry-standard de-identification technology or method and which, as a result, does not relate anymore to an identified or identifiable natural or moral person. For the avoidance of doubt, Anonymized Data does not include Personal Data or Confidential Information that can be directly linked to a company, organization or other person.
• Confidential Information means any and all information of a party (the “Disclosing Party”) which has or will come into the possession of the other party (the “Receiving Party”) concerning the business, properties, affairs or finances of the Disclosing Party, including proprietary information and trade secrets. Confidential Information must be indicated as confidential information, or it must be clear at the time of the disclosure that the information ought to be handled as Confidential Information.
• Credit refers to any prepaid amount or credit balance applied to the end user's account, which can be used towards the payment of future fees or other charges as specified by EstateMin.
• Customer Data means any (i) Personal Data; (ii) Customer’s Confidential Information; and (iii) data generated by or submitted through the Services by the Customer (including by End Users). Notwithstanding anything to the contrary in these Terms of Service, Anonymized Data and Usage Data shall not be considered Customer Data.
• Customer Mark means any of Customer’s trademark, trade name, service mark, dress mark, design, industrial design, logo, domain name, or other indicators of the source or origin of any of Customer’s product or service, to the extent those are provided, submitted or otherwise shared with us by you or your End User in the course of the Services.
• Data Derivative Work means any and all data, derived data, derivative work, data model, algorithm and any other outputs resulting from the processing of data through algorithmic processing or other software processing.
• End User(s) means each user who is authorized by you to use and access the Services via your Account, including you if you are an individual.
• EstateMin Documentation means the documentation and other material made available to Customers (and End Users) in connection with our provision of the Services, including service specifications and descriptions that are publicly available on our website.
• Fees means any and all fees, product fees, service fees etc.
• Intellectual Property means any and all intellectual property, including without limitation, works, inventions (whether patentable or not), discoveries, improvements, trade secrets, know-how, scientific formulae, data, information, images, reports, results, analysis, software, models, research and development information, technical information, prototypes, specifications, patterns, drawings, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trademarks and any and all proprietary rights provided under patent law, copyright law, trademark law, design patent or industrial design law, semi-conductor chip or mask work law, or any other statutory provision or civil or common law principle applicable to the protection of intangible proprietary information or rights, including trade secret law, which may provide a right in any of the foregoing as well as any and all applications, registrations or other evidence of a right in any of the foregoing.
• Law means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirements of any Irish, EU or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.
• Notification Email Address means the email address provided by you upon creation of your Account, which address is designated to receive notices from us.
• Personal Data means any information that would meet the definition of “personal information” or “personal data” (or similar nomenclature) under applicable Law and that is (i) submitted through the Services by you or your End Users or (ii) collected or generated by the Services about End Users.
• Pricing Plan Structure means the fee structure allocated to each end user based on the number of users and jurisdictions.
• Primary Subscriber shall mean the Subscriber who initiated the Services offered by EstateMin and is assumed by EstateMin to have the sole authority to administer the subscription and or payment.
• Product Annual Renewal refers to the yearly renewal cost associated with Estate, Trust or POA account matters.
• Product Pricing refers to the cost associated with the purchase of any Probate, Estate account, Trust accounting, or POA accounting matters, with the purchase of a case or additional services, or any other charges related to the use of our services. The current prices can be found on our webpage www.estatemin.com/pricing. It is important to note that the prices displayed on the webpage are subject to change without prior notice.
• Quote means the applicable quote describing certain Services/Products, which has been prepared by EstateMin and electronically accepted by Customer.
• Representatives means a party’s affiliates, subsidiaries, resellers, agents and subcontractors, as well as the respective employees, directors, officers and developers of each of these third parties, and those of the concerned party, as the case may be.
• Security Breach means any act or omission that materially compromises the security, confidentiality or integrity of Personal Data.
• Services means the software-as-a-service platform known as EstateMin, made available by us through or in connection with the website available at https://www.estatemin.com.ie which includes web tools and a platform that empowers trust and/or estate professionals to digitize their practices through automation and enhanced compliance while facilitating practice-wide collaboration, and that provides related features which may be available depending on the plan/product to which you subscribe, and as further described in the EstateMin Documentation. The Services include all technologies developed by us (software, hardware, algorithms, code, processes, user interfaces, know-how, techniques, models, designs and other technical or information material, whether tangible or intangible). The Services also include (i) system administration, hosting, system management and system monitoring activities performed by us in connection with the web interface made available by us and (ii) technical support and maintenance, substantially as described in Article 5 hereof.
• Services Documentation means collectively the Quote(s) and any notices about specific Services added, activated and/or used through your Account. The Services Documentation may refer to specific EstateMin Documentation from time to time.

YOUR OBLIGATIONS AND RESPONSIBILITIES​

Professional Liability

You hereby represent and warrant that, while using our Services, you will only adopt behaviours that do not infringe applicable Irish and EU laws or damage, in any way, legally protected positions. In particular, you agree to strictly comply with all respects to the code(s) of ethics, deontological code(s), or any other ethics guidelines in force and applicable to members of your professional body or association (as applicable) in your jurisdiction(s). You understand that all professional liability falls solely on you, the user. EstateMin does not provide any legal advice or legal services and therefore cannot be relied upon for any professional liability.

Acceptable Use

You represent and warrant that you will use the Services only for lawful purposes and in accordance with the following rules. You agree that you will deploy commercially reasonable efforts to cause your End Users to use the Services in accordance with these rules. You shall remain entirely liable for all acts and omissions by your End Users, and any act or omission by such End User that would constitute a breach of these Terms of Service if taken by you will be deemed a breach of these Terms of Service by you.

You hereby represent and warrant that, unless expressly authorized in writing by us, you and your End Users will not use the Services in any manner as follows:

• That is prohibited by Irish or EU law or regulation or our policies made available to you, including these Terms of Service;
• That will disrupt third parties' use or enjoyment of the Services, including if this use results in automated, constant, and repeated requests for data other than as permitted under these Terms of Service and has a negative effect on our systems or network, including abnormal usage that overloads servers or causes portions of our network to be blocked (e.g., denial-of-service and distributed-denial-of-service attacks);
• That uses the Services to create, transmit, distribute or store material that violates intellectual property, privacy, publicity, or other personal rights of individuals, export control, or that can otherwise be threatening, abusive, hateful, or constitutes or encourages conduct that would be considered a fraud, a criminal offence or likely to give rise to civil liability;
• That results in (A) the sharing of credentials, identifiers and passwords among End Users or among End Users and third parties and (B) the distribution, disclosure or use of any of the Services in any format to or by unauthorized third parties (i.e., other than End Users), including through any time-sharing service, service bureau, network or by any other means;
• That involves using any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, programs, algorithms, or methodology to access, acquire, copy or monitor the Services or any portion of the Services;
• That involves decompiling, disassembling, or otherwise reverse engineering or attempting to reconstruct or discover any source code ideas or algorithms of any of the Services' underlying technology by any means whatsoever;
• That involves penetrating our security, including, without limitation:
  • By posting or transmitting any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features;
  • By interfering with the proper working of the Services;
  • By attempting to hack any security requirements or processes in the use of the Services;
  • By attempting to access any part of the Services (or any of their related systems, networks, servers or other equipment) that you are not authorized to access;
  • By attempting to disrupt in any manner the operation of the Services, its servers or network;
  • By disobeying any requirements, procedures, policies or regulations of your network connected to the Services;
  • By manipulating identifiers to disguise the origin of any content transmitted or uploaded to the Services, or the source of any content;
  • By modifying or altering the Services in any unauthorized manner. (collectively, the “Abuses”)​

You hereby agree and acknowledge that an indirect or attempted violation of this Section shall be considered an Abuse. If we discover that you (or your End Users) are about to commit any Abuse (including by facilitating an Abuse), we may suspend part or all of the Services pre-emptively with or without prior notice. If no prior notice was given, we will send you a written notice as soon as practicable and will conduct an inquiry into your accounts to reasonably determine if the suspension of Services should be maintained.

In addition to the above-mentioned, we explicitly prohibit the reuse of files with the intent of evading payment for our services. If we detect any instances of file reuse with the intent of avoiding payment, we reserve the right to charge your credit card accordingly. Any such activity is considered a breach of our terms and may result in the suspension or termination of your account.

Account

You are responsible for maintaining your Account credentials confidential, and EstateMin shall not be responsible if an Account is compromised. If credentials have been compromised, you must block these credentials and trigger a reset of the credentials as soon as practicable and contact us to advise us that credentials have been compromised so that we can conduct reasonable inquiries. You agree to collaborate with us for such inquiries.

Administration of Services

You are responsible for understanding the settings, privileges, and controls for the Services and for controlling whom you permit to become an End User and what the settings and privileges for such End User are. EstateMin shall not be responsible for managing End Users, settings, and controls available as part of the Account.

You agree to notify us without undue delay if your Notification Email Address changes. If you fail to do so, we shall have no liability for notices or communications that are not received by you.

INTERRUPTION AND SUSPENSION OF SERVICES

Notwithstanding anything to the contrary, we reserve our rights to suspend, with or without notice, part or all of the Services for Urgent Security Issues, including any Accounts involved in such Urgent Security Issue, if applicable. We may, at our sole discretion and at any time, suspend the provision of the Services if necessary, to comply with any applicable Law.​

SUPPORT

You can also e-mail us at info@estatemin.com Support requests that require follow-ups and maintenance work are classified per priority. Some requests may be addressed in subsequence releases of our Services, such as minor bug fixes and technical issues with reasonable workarounds. We respond to support requests available during office hours (9 AM to 5PM), excluding statutory holidays.

As part of our commitment to providing quality support and ensuring the security of our services, EstateMin reserves the right to access a customer's account for legitimate support and investigation purposes. This access may be necessary to troubleshoot technical issues, assist with account-related inquiries, or investigate any suspected violations of our terms of service or security incidents. Rest assured that any such access will be conducted in compliance with our privacy and data security policies, and we will take all necessary precautions to protect the confidentiality and integrity of your account information.

Payments; Refunds; Taxes

Customers will provide EstateMin with a valid payment method for payment of the applicable fees. All fees are exclusive of all applicable taxes which Customers agree to pay based on where the Customer is located. Invoices will include (i) service fees and (ii) all applicable taxes, as amended from time to time, for the jurisdiction in which the Customer is located. In the event of updated tax rates, EstateMin will apply the new tax rate without notice to the Customer.

All charges are final and non-refundable, including payments made for setup fees and other professional services charges.

No refunds or credits will be issued for partial periods of service or unused services, including instances involving the removal of a Customer.

The amount charged for the services will be automatically updated to reflect any changes, including upgrades or cancellations. Adding additional services will trigger prorated charges in the current billing cycle. Customer authorizes EstateMin to apply updated charge amounts. Cancelling or modifying a service may result in loss of access to content, features, or a reduction in the amount of available capacity for content provided by the service.

All prices are subject to change upon notice. Such notice may be provided by an e-mail message to the Customer or in the form of an announcement on the service.​

The Customer is responsible for paying all taxes associated with the service. If EstateMin has the legal obligation to pay or collect taxes for which the Customer is responsible under this section, the appropriate amount shall be charged to and paid by the Customer, unless the Customer provides EstateMin with a valid tax exemption certificate authorized by the appropriate taxing authority.

Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any taxes. If the Customer is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, EstateMin receives an amount equal to the sum it would have received had no such deduction or withholding been made.​

Intellectual Property

We shall remain the sole and exclusive owner of all rights, title, and interest, including all Intellectual Property, in and to the Services and the EstateMin Documentation and in and to our Confidential Information. Notwithstanding anything to the contrary, EstateMin shall also be the sole owner of any suggestions, enhancement requests, recommendations, or other feedback provided by Customer (or its End Users) to EstateMin, so long as they relate to the Services (the “Feedback”), and Customer hereby assigns to EstateMin, without limitation of any kind, all of its rights, titles, and interests therein, EstateMin accepting such assignment. At our reasonable request and expense, you will complete and execute all necessary documents and take such other actions as we may reasonably require in order to assist us in acquiring, developing, and maintaining our Intellectual Property in the Feedback.​

Customer shall remain the sole and exclusive owner of all rights, title, and interest in its Intellectual Property.

CONFIDENTIAL INFORMATION

Please refer to our privacy policy for further information.

Exclusions

Confidential information shall not include information which the Receiving Party can demonstrate: (i) is readily available to the public in the same form through no fault of the Receiving Party; (ii) did not originate from the Disclosing Party and was lawfully obtained by the Receiving Party in the same form from an independent third party without any restrictions on disclosure; or (iii) did not originate from the Disclosing Party and was in the possession of the Receiving Party in the same form prior to disclosure to the Receiving Party by the Disclosing Party.

Obligations

The Receiving Party acknowledges and agrees that the Confidential Information is proprietary information of the Disclosing Party, and may constitute Intellectual Property of the Disclosing Party, whether or not any portion thereof is or may be validly copyrighted or patented. The Receiving Party shall only use the Confidential Information of the Disclosing Party for the purposes set forth in these Terms of Services and shall protect such Confidential Information with at least the same degree of care and confidentiality, but not less than a reasonable standard of care and confidentiality, which the Receiving Party utilizes for its own confidential information.

The Receiving Party shall take all reasonable steps necessary to ensure that the Confidential Information of the Disclosing Party is not made available or disclosed by it or by any of its Representatives to any third person except (i) as required by applicable law, including a valid court order; (ii) with the prior written consent of the Disclosing Party; or (iii) as authorized or reasonably inferred from these Terms of Services. The Receiving Party will use due diligence to ensure that its Representatives are subject to the same obligations of confidentiality as it does.

The Receiving Party shall not make copies or reproductions of the Confidential Information of the Disclosing Party (in any medium) except as required for the purpose of these Terms of Services (including for backups and business continuity purposes).

Obligation upon Termination

Upon the termination of these Terms of Services for any reason, the Receiving Party shall promptly either return all Confidential Information in its possession to the Disclosing Party or destroy such Confidential Information, at the option of the Disclosing Party. Notwithstanding the foregoing, the Receiving Party is authorized to keep copies as required to comply with applicable law, for its corporate records or as part of business continuity, in which case, the Receiving Party shall ensure the confidentiality and integrity of such Confidential Information as long as it is under the Receiving Party’s custody and securely delete such Confidential Information as soon as reasonably possible.

Collection, Use, and Disclosure of Personal Data

You hereby agree and acknowledge that we use, collect, and disclose Personal Data in accordance with our Privacy Policy.

By utilizing our services for EstateMin, you grant consent for the collection, processing, and utilization of your data for the explicit purpose of training and enhancing our platform and services. We assure you that all customer Personally Identifiable Information (PII) will be anonymized during this process, and only aggregated, non-identifiable data will be employed to improve the functionality, performance, and user experience of our services. Our commitment to data security includes stringent measures to protect the confidentiality and integrity of your information. The retention of customer data for AI model training is limited to the necessary duration. We welcome any feedback or concerns regarding this practice. If you have any questions or require clarification, please contact us at info@estatemin.com

Customers shall be responsible for complying with applicable laws related to the collection, use, and disclosure of Personal Data through the services. Without limiting the generality of the foregoing, you represent and warrant that you have obtained all necessary consents or that you are relying on another legislative basis to allow us to collect, receive, use, and disclose Personal Data as set forth in our Privacy Policy, and as required to perform the services.​

We will deploy commercially reasonable efforts to assist you in responding to individual privacy rights requests, such as the right to access or correct Personal Data. If we receive such requests about your end users, we will advise you without further delay. The parties agree to collaborate in good faith as necessary to respond to such requests in accordance with the law, and as otherwise required to comply with the law.

Security Breach

In the event of a Security Breach, we will notify you without undue delay upon becoming aware of a Security Breach affecting Personal Data through the notification email address, providing you with sufficient information to allow you to meet your obligations to report or inform individuals or the authorities. If such information is not available at the time of such notice, we will follow up as the information becomes available. We may notify third parties directly without first obtaining your prior written consent if we are required to do so pursuant to applicable law or if this method of notification is more appropriate in the circumstances.

LICENCES

Licences to Customer Data

You hold all rights, title and interest in and to all Customer Data, subject to the licence granted hereinafter. You hereby grant us a revocable (but only pursuant to these Terms of Services), fully-paid, non-exclusive, royalty-free, limited and worldwide licence to aggregate, anonymize, reproduce, distribute, and otherwise use and display the Customer Data as may be necessary for us to provide the Services to you, to comply with applicable Law, to generate Anonymized Data and Data Derivative Work and to exercise our rights and obligations under these Terms of Services.

Other Data

Notwithstanding anything to the contrary in these Terms of Services, EstateMin shall own all rights, title and interest, including any and all Intellectual Property rights, in and to all Anonymized Data, Data Derivative Work and Usage Data and to the extent that, otherwise, such ownership is not permitted or possible under Applicable Law, you hereby grant EstateMin a perpetual, non-exclusive, sublicensable, transferable, royalty-free, worldwide and irrevocable right and license to Process Anonymized Data, Data Derivative Work and Usage Data for the purposes of research and development, fundamental research, to provide and improve the Services and to develop new software and services.

Licences to Reports

The Services may include the provision of reports, forms or similar outputs (each a “Report”). Unless otherwise set forth in the applicable Services Documentation, EstateMin hereby grants to Customer a non-exclusive, worldwide and irrevocable licence to reproduce, print, download and use all such Reports solely in accordance with this Terms of Services and for your and your Representatives’ business purposes. This licence shall survive the Term.​

Licences to the Services

Subject to these Terms of Services, including the payment of the Fees, we hereby grant you, for the Subscription Term, a non-exclusive, non-sublicensable, non-transferable, revocable (but only pursuant to these Terms of Services) right and licence to access and use (and allow your End Users to access and use) the Services for legitimate business purposes. All rights not expressly granted hereunder are reserved by EstateMin. End Users may only use the Services provided Customer remains liable for its End Users.

REPRESENTATIONS AND WARRANTIES

We represent and warrant that the Services will substantially conform to the applicable EstateMin Documentation and will be performed in a professional manner. In addition to the other representations and warranties provided for in these Terms of Services, you represent and warrant that (i) all of your End Users are at least sixteen (18) years of age and (ii) you have not previously been suspended or removed from the Services; (iii) you are and will remain, during the payment Term, a certified, registered and/or accredited member of the professional body or association (as applicable) of trust and/or estate professionals in place in the jurisdiction in which you provide your services and have all the required training, certification and other qualifications to provide the services you will provide through the Services. Each party represents and warrants that (a) it has the power and authority to enter into these Terms of Services and (b) it will comply with all applicable Laws in connection with the provision or use of the Services, as the case may be.

DISCLAIMER

Except as provided in these Terms of Services, (i) we do not warrant that the Services will be uninterrupted or error-free; (ii) we do not make any warranty as to the results that may be obtained from the use of the Services; (iii) EstateMin is the sole authorized person to make any representations or warranties on its behalf; (iv) the Services are provided on an “as is”, “where is” and “as available” basis; (v) to the maximum extent permitted by Law, we make no other representations, conditions, warranties or guarantees, express or implied, regarding the accuracy, quality, reliability or completeness of any outputs or information (including a Report) provided as a by or as a result of using the Services; and (vi) we expressly disclaim any and all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Unless stated otherwise in these Terms of Services, you hereby waive your rights in any of the foregoing warranties, representations or conditions, whether express or implied.​

Customer is solely responsible for the accuracy, truthfulness and quality of Customer Data and any content, advice or information directly or indirectly delivered through or passed through the Services by Customer (or its End Users). We exercise no control over and accept no responsibility for the accuracy, truthfulness and quality of such advice and of Customer Data, including, without limitation, violations of Intellectual Property, applicable Law and privacy rights.​

You acknowledge and agree that any outputs (including Reports) produced by or obtained from the Services (or the use thereof) are for informational purposes only. We do not have any liability whatsoever for business or professional decisions resulting from such outputs. You must ensure the outputs are accurate and consistent. The Customer is responsible, at our entire exoneration, for the issue, content and format of the Reports that it publishes and transmits to third parties according to its own procedures. The generation or automation of Reports which may be available through the Services does not in any way exempt the Customer from being aware of the applicable Laws governing such documents and, if necessary, asking for recommendations from a professional.

​We do not operate the networks of or have any control over the operations of, the wireless or other communications service providers through which you may access the Services. Accordingly, (a) we disclaim all responsibility and liability for or relating to your use of any such providers to access the Services and (b) we cannot guarantee the privacy or security of wireless data transmissions.

No other oral advice, written or electronically delivered information given by us or our Representatives shall create any warranty.​

The Services may contain links to third-party websites or content. We are not responsible for third-party websites or content.

LIMITATION OF LIABILITY

To the maximum extent permitted by law, neither party shall be liable to the other party or its Representatives for any loss of profits, or special, indirect, incidental, consequential or exemplary damages, in connection with the performance of the Services, or the performance of any other obligations under these Terms of Services, even if a party is aware of the possibility of occurrence of such damages.

Notwithstanding anything to the contrary, to the maximum extent permitted by law, our total liability to you for any damages arising out or in connection with these Terms of Services, whether arising by statute, contract tort or otherwise, will not exceed the amounts paid by you pursuant to the applicable Services Documentation during the period preceding the event which gave rise to such damages.

FORCE MAJEURE

Except as it relates to the payment of the Fees, neither party shall be liable for delays in or failure of performance hereunder due to causes beyond its reasonable control, including, but not limited to, acts of God or public enemy, acts of government in either its sovereign or contractual capacity, flood, earthquake or other natural disasters, strike or other labour disputes, acts of war, acts of civil disobedience, denial-of-services and distributed-denial-of-services, ransomware and other cyber-attacks that are not caused or facilitated by negligence (a “Force Majeure”). Any delay resulting from a Force Majeure will result in an extension of the corresponding obligation for a period equal to the time lost by reason by such cause. For instance, if the Services are unavailable for a period of two (2) weeks as a result of a Force Majeure, then the Subscription Term shall automatically be extended by two (2) weeks. The parties shall advise each other as soon as possible in the event of a Force Majeure.

TERMINATION

• Termination
  • We may suspend or terminate the Terms of Services (or a specific Service or component thereof) for cause (i) upon a thirty (30) day prior written notice of a material breach of the Terms of Services to the other party if such breach remains uncured at the expiration of such period, or (ii) immediately upon written notice if
    • The customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors
    • The customer refuses a modification to these Terms of Services as further described under Section 2(b);
    • Customer or an End User commits an Abuse as described under Section 3(b), if EstateMin has conducted a reasonable inquiry into the accounts confirming that the Abuse was committed;
    • If Customer fails to pay overdue Fees as described under Section 6(b).
    • If there is no reasonable chance that the material breach of these Terms of Services by the other party can be resolved within the thirty (30) days' notice referred to in the first paragraph of this Section.
  • ​For greater precision, if a Quote/Invoice/Billing Cycle is terminated and no other Quote/Invoice or Service is active, these Terms of Services shall also be terminated.
  • Customer may terminate these Terms of Services without cause at any time, being understood that Fees already paid to us will not be reimbursed in such case.
  • We may terminate these Terms of Services without cause subject to a ninety (90) days written notice to you, being understood that you will only be liable to pay the Fees on a pro-rata basis of the actual Services provided to you before the termination date.
  • If the Services are terminated for any reason, Customer agrees to pay to EstateMin, in proportion to the agreed Fees in the Quote/Invoice, the actual work performed up to the termination date of the Terms of Services (or the relevant Quote/Invoice)​

• Effects of Termination
  • If these Terms of Services are terminated for any reason or expire, then: (i) except as otherwise set forth in these Terms of Services, the rights granted by one party to the other shall terminate immediately; (ii) you shall have a limited access to the Services for a limited period of thirty (30) days during which you may extract your Customer Data; (iii) Customer shall immediately cease all use of any Services and within thirty (30) days, return to EstateMin or at EstateMin’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any EstateMin Confidential Information; (iv) EstateMin may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course in accordance with EstateMins Data Retention Policy and for so long as required by Applicable Law; and (v) EstateMin may disable all Customer access to the Services.
  • If Customer requests in writing no later than thirty (30) days following the effective date of expiration or termination, subject to the last paragraph hereof, EstateMin shall, within a reasonable time following such expiration or termination, deliver or make available to Customer the then most recent version of Customer Data maintained by EstateMin for Customer to export such data, provided that Customer has at that time paid all Fees then outstanding and any amounts payable after or as a result of such expiration or termination, including any expenses and fees, on a time and materials basis, for EstateMin’s services in transferring such Customer Data.
  • The provisions of Sections 8, 9, 10, 11(c), 11(d), and 12 to 20 hereof will survive the Term or the termination of these Terms of Services for any reason.​

Governing Law; Dispute Resolution​

Governing Law

The validity, construction, and performance of these Terms of Services and the legal relationship between you and us shall be governed by and construed in accordance with the laws of Ireland, without giving effect to any choice or conflict of law provision or rule (whether in Ireland or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of Ireland. Specifically excluded from application to the Terms of Services is that law known as the United Nations Convention on the International Sale of Goods.

​Subject to Sections 19(b) and 19(c) hereunder, any legal suit, action, or proceeding arising out of the Terms of Services or any transactions hereunder shall be instituted exclusively in Ireland, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

Mediation

Any dispute between the parties arising from the application or interpretation of the Terms of Services that is not resolved within thirty (30) days from a written notice of dispute being given by one party to the other party shall be referred to mandatory mediation. The parties must participate in good faith in at least one (1) mediation session by delegating a person in authority to participate. The mediator shall be selected jointly by the parties acting reasonably. The mediation shall be conducted in English in Ireland or through electronic means as agreed upon between the parties. The parties shall be responsible for their own costs relating to the mediation and shall share equally the other costs associated with the mediation, such as professional fees.

If the parties settle the dispute through mediation, they shall jointly draft a document setting out the terms of such settlement. This document, once signed, will be irrevocably binding on the parties and may be subject to homologation by a competent court in Ireland.​

Arbitration

Subject to the mediation provisions set out above, if any dispute, controversy, or claim arising out of or relating to these Terms of Services, including any question regarding its existence, interpretation, validity, breach, or termination, or the business relationship created by it, shall be referred to and finally resolved by arbitration under the rules of the Irish Arbitration Association. The place of arbitration shall be Ireland (unless agreed otherwise in writing between the parties). For greater certainty, remote arbitration is allowed when appropriate. The language of the arbitration shall be English. There shall be a sole arbitrator selected jointly between the parties, or if the parties cannot agree, by a judge of a competent court in Ireland. The arbitrator shall have at least five (5) years of experience in commercial law and in the field of technology such as software-as-a-service.​

The arbitrator must select its award from one of the final offers made by each of the parties, in its entirety and without modification. The arbitrator must provide detailed reasons for its award. An oral hearing need not be held, and the parties may submit their observations in writing. There will be no appeal from the decision of the arbitrator on questions of fact, law, or mixed fact and law. The decision arrived at by the arbitrator shall be final and binding, and no appeal shall lie therefrom. The costs of the arbitration shall be divided equally between the parties, and each party shall bear its own costs of representation. Judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction.​

The arbitration proceedings and awards shall be considered Confidential Information.

GENERAL PROVISIONS

These Terms of Services are subject to changes at our sole discretion. When we change these Terms of Services, we will update the “Latest update” above. Changes to these Terms of Services will only affect your and our respective rights and obligations from and after the effective date of such changes. Quotes can only be amended by a change order executed by both parties. If your Notification Email Address changes, you shall advise us without delay of such change.

The waiver of a breach of any provision of these Terms of Services will not operate or be interpreted as a waiver of any other or subsequent breach.

If any provision of these Terms of Services is in violation of any Law or is illegal for any reason, said provision shall be self-deleting without affecting the validity of the remaining provisions.

These Terms of Services describe the entire understanding of the parties and supersedes all oral and written agreements or understandings between them related to its subject matter.

We may assign these Terms of Services, in whole or in part, at any time in the context of a bona fide corporate reorganization, a sale of our assets, a merger and acquisition or bankruptcy filings. You may not assign these Terms of Services, or part of it, to any other person without our prior written approval, which shall not be withheld unreasonably. Any attempt by you to assign these Terms of Services without our consent is void. You may not transfer to anyone else, either temporarily or permanently, any rights to use the Services or any part of the Services