INTERPRETATION

1. Definitions:

   Business Day: a day, other than a Saturday, Sunday or public holiday in Ireland.

   Commencement Date: has the meaning given in clause 17 (Term).

   Confidential Information: all information (whether in oral, written or electronic form) belonging or relating to a party and their respective business affairs or activities, which is not in the public domain and which is made available to the other party (or any of its employees, agents or associated persons) under or in connection with this agreement.

   Control: has the meaning given in section 432 of the Taxes Consolidation Act, 1997, and the expression change of Control will be construed accordingly.

   Data Protection Legislation: the Irish Data Protection Act 2018, the GDPR, the 2011 ePrivacy Regulations, and any European Union legislation relating to personal data and all other legislation and regulatory requirements in force which apply to a party relating to the use of personal data.

   End User Customer: the customer of the Reseller who is an End User.

   End User: the end user of the ESET Products.

   Exit day: has the meaning set out in the European Union (Withdrawal) Act 2018.

   ESET Products: the ESET SK’s software products of the type and specification distributed and sold under the Trade Marks and any other software products developed by ESET SK and which the Reseller, to distribute in the Territory.

   ESET SK: ESET, spol. s r. o., having its registered office at Einsteinova 24, 851 01 Bratislava, Slovak Republic.

   EULA: the relevant end user licence agreement applicable to the relevant ESET Product as set out at the following web page: help.eset.com/eula/ being the licence agreement to be entered into between the End User and ESET SK to regulate the End User’s use of ESET Products.

   Force Majeure Event: any circumstance not within a party's reasonable control including: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts; non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); inclement weather; and interruption or failure of utility service.

   Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks, and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

   Parties: means together ESET Ireland and the Reseller and each will be referred to as a ‘party’.

   Partner Portal: the ESET Ireland online partner portal at https://mercury.eset.ie/main.php.

   Product Documents: any documents concerning ESET Products, the Software and the EULA, including marketing documents whether by email, over the internet or in hard copy format.

   Reseller Discount: the discount on ESET Ireland Product list prices to be applied to sales of ESET Products to the Reseller, as set out in the Partner Portal.

   Reseller’s Order: the Reseller’s purchase order for ESET Products placed with ESET Ireland.

   Reseller Price: the price to be paid by the Reseller for ESET Products, being ESET Ireland's list prices less the agreed Reseller Discount.

   Reserved Territories: all countries of the world other than the Territory, being countries in respect of which ESET SK has either appointed an exclusive reseller and/or which ESET has reserved to itself.

   Shared Personal Data: the personal data to be shared between the parties and the employees of each party. Shared Personal Data will be confined to the following categories of data subject: name, address, email address, company number, VAT number.

   Software: the computer program or suite of computer programs, comprised in or supplied for use with the ESET Products.

   Term: as defined in clause 17 (Term).

   Territory: Ireland.

   Trade Marks: All ESET trade mark registrations.

   VAT: Value Added Tax or any equivalent tax chargeable in the Ireland.

   Website: https://www.eset.com/ie/.

APPOINTMENT

1. Subject to the provisions of this agreement, ESET appoints the Reseller as its non-exclusive reseller with the right to market, purchase, and resell ESET Products to End User Customers in the Territory only, and the Reseller accepts the appointment on those terms.
2. The Reseller will, subject to the terms of this agreement, purchase ESET Products for its own account for resale only to End User Customers.
3. The Reseller will refrain from making active sales of ESET Products to customers in the Reserved Territories. For these purposes, active sales will be understood to mean actively approaching or soliciting customers, including, but not limited to, the following actions:
   1. visits.
   2. direct mail, nor any;
   3. advertising specifically targeted at customers in Reserved Territories.
4. The Reseller will not:
   1. represent itself as the exclusive reseller of the ESET Products;
   2. represent itself as an agent of ESET SK nor ESET Ireland.
   3. pledge ESET SK's nor ESET Ireland’s credit;
   4. give any condition or warranty on ESET SK's nor ESET Ireland’s behalf;
   5. make any representation on ESET SK's nor ESET Ireland’s behalf;
   6. commit ESET SK nor ESET Ireland to any contracts; or
   7. otherwise incur any liability for or on behalf of ESET SK nor ESET Ireland
5. The Reseller will not make any promises or guarantees about the ESET Products beyond those contained in the Product Documents supplied by ESET.

RESELLER'S UNDERTAKINGS

1. The Reseller undertakes and agrees with ESET Ireland that at all times during the Term it will:
   1. use reasonable endeavours to actively promote and sell the ESET Products to End User Customers in the Territory and to expand the sale of ESET Products by all reasonable and proper means and not to do anything which may hinder or interfere with such sales.
   2. employ a sufficient number of suitably qualified and trained personnel to ensure proper fulfilment of the Reseller's obligations under this agreement, including the Reseller Helpdesk Support services.
   3. when placing orders with ESET Ireland for ESET Products, place all required order data completely and accurately with ESET Ireland.
   4. submit to ESET Ireland the Shared Personal Data so that ESET SK or ESET Ireland may contact the End User for the purpose of:
      1. providing the End User with ESET software updates.
      2. the provision of after sales support services; and
      3. notifying the End User of the imminent expiry of their ESET product licence.
   5. inform ESET Ireland immediately of any changes in ownership or Control of the Reseller, and of any change in its organisation or method of doing business that might affect this agreement;
   6. ensure payment on the due date all sums due to ESET Ireland for sales of the ESET Products.

SUPPLY OF ESET PRODUCTS

1. While ESET Ireland makes every effort to ensure that items appearing on the Website and/or the Partner Portal are available, ESET Ireland cannot guarantee that all items will be immediately available when a Reseller’s Order is submitted.
2. Should ESET Ireland be unable to process or fulfil a Reseller’s Order, and the Reseller has already paid for the relevant ESET Products, then ESET Ireland will refund any prior payment the Reseller has made for those ESET Products.
3. The Reseller is responsible for submitting the Reseller’s Order (which will include confirmation of the Reseller Price and a description of the ESET Products to be supplied) via the Partner Portal. For the avoidance of doubt ESET is under no obligation to provide the Reseller with assistance in placing Reseller Orders on the Partner Portal.
4. The Reseller warrants that all information provided by the Reseller when placing the Reseller’s Order, including all payment details set out in any purchase order, are correct, accurate and sufficient for ESET Ireland to fulfil the Reseller’s Order.
5. ESET Ireland's Contract to supply the ESET Products to the Reseller will be subject only to the provisions of this agreement and the EULA.
6. ESET Ireland will use its reasonable endeavours to meet all orders for ESET Products forwarded to it by the Reseller as soon as practicable, but ESET Ireland may, at its discretion, refuse any order that it reasonably considers it would be impracticable to meet.
7. ESET Ireland will deliver the ESET Products to the Reseller as follows:
   1. the ESET Products (including updates or new releases as they become generally available) will be delivered directly to the End User in a form for download from ESET’s reserved servers and activated through the license key supplied electronically by ESET Ireland.
   2. the ESET Products are sold on a time-limited, subscription-based license basis; and
   3. unless otherwise agreed in writing, the Reseller will not be entitled to place copies of the ESET Products on its own servers and provide the same to End Users for download.
8. Any dates quoted by ESET Ireland for delivery are estimates only and will not be the essence of this agreement and ESET Ireland will not be liable to the Reseller in respect of delays or failure to deliver the ESET Products within the estimated timescales.
9. Delivery of the ESET Products will be to a valid End User Customer e-mail address submitted to ESET Ireland by the Reseller and/or the End User Customer. The Reseller is responsible for checking the accuracy of the End User Customer’s email address details and will notify ESET Ireland without delay of any errors or omissions in such information.
10. The Reseller specifically acknowledges that online delivery of ESET Products is automated and reliant on technology. No warranty is given as to the reliability of or the speed of the technology required to effect the delivery and ESET SK nor ESET Ireland will be under no liability for any loss, injury, damage or expense consequent upon any delay in adhering to any delivery date from whatever cause.
11. ESET SK may at any time during the Term make changes to the ESET Products, provided the changes do not adversely affect the quality of the ESET Products.
12. Risk in the ESET Products will pass to the Reseller on delivery.
13. Until payment of the Reseller Price has been received in full in cleared funds by ESET Ireland title in the ESET Products will remain vested in ESET Ireland.

ESET'S UNDERTAKINGS

ESET Ireland agrees that at all times during the Term it will provide the Reseller with such information and support as ESET Ireland, in its sole discretion, considers appropriate to enable the Reseller to discharge its duties under this agreement properly and efficiently and will endeavour to respond as soon as practicable to reasonable enquiries from the Reseller concerning ESET Products.

RESELLER’S DEALINGS WITH END USER CUSTOMERS

1. The ESET Products will be licensed by ESET SK directly to End Users in the Territory under the EULA.
2. The Reseller will ensure that:
   1. the following provisions are included in a contract or statement with the End User Customer, and they apply to the End User Customer:
      1. The relevant clauses of this agreement.
      2. that the End User Customer must ensure that all his devices have access to the internet to receive ESET’s software updates.
      3. that the End User Customer must immediately cease to use and remove the Software from his device(s) if the EULA ends for any reason.
      4. a statement that ESET Ireland and ESET SK may provide periodical updates to the Software and thus need certain information from the End User Customer to facilitate the supply of the Software, software updates and/or the provision of help-desk services, for example, a valid email address and the full name of the person(s) who will enter into the EULA and use the Software; and
      5. a statement confirming that, following the end of the EULA no further Software updates will be sent by ESET and as a consequence, the End User Customer’s device(s) may no longer be protected against viruses or malware.
3. The Reseller will ensure that all End Users are aware of and accept the terms and conditions of the EULA prior to the End User commencing use of the ESET Products.
4. The Reseller's appointment as a reseller under this agreement only grants to the Reseller a licence to promote and sell the ESET Products to End User Customers, and does not transfer any right, title or interest to any such ESET Products to the Reseller or its End User Customers.
5. The Reseller will not assert or attempt to assert any authority (either in its own name or on behalf of ESET SK or ESET Ireland) to:
   1. modify or execute any EULA (whether in original or modified form); or
   2. make statements, representations or warranties concerning ESET Products or any associated services that exceed or are inconsistent with the Product Documents or the provisions of the EULA.
6. The Reseller will not supply the ESET Products, the Software or the Product Documents to any person without first obtaining a EULA number from ESET for that person.
7. Supply of the Software to the Reseller when not an End User will not confer on the Reseller any right, licence or interest in (including the right to use) the Software. The Reseller will be entitled to acquire an “In-house Licence” from ESET Ireland and the Reseller will then be treated as an End User and be required to enter into a EULA.

TECHNICAL SUPPORT

1. The Reseller will during the Term provide after-sale first level technical helpdesk support services, which will be free of charge, to cover the ESET Products it supplies to the End User Customers (“Reseller Helpdesk Support”). Should the Reseller be unable to provide the Reseller Helpdesk Support, it will inform ESET Ireland in advance as soon as reasonably practicable.
2. The Reseller will provide the Reseller Helpdesk Support, covering ESET Products, to the End User Customers in an efficient and effective manner.
3. The Reseller will ensure that the Reseller Helpdesk Support is available during the Reseller’s normal business hours on Business Days to the End User Customers.
4. If the Reseller is unable to resolve a problem or any performance deficiencies, then ESET Ireland will offer second level support, including a help-desk service (at no charge) to assist the Reseller with any problems that the Reseller may have in relation to installing the Software, together with a technical support helpdesk service during the Term (“Helpdesk Service”). The Helpdesk Service will be supplied during normal business hours (between 8.30am to 5pm GMT from Monday to Friday excluding public holidays) and will cover only email and telephone support, which will assist in addressing ESET and malware related issues by supplying the Reseller or the End User Customers with the appropriate documented (known) solution(s).
5. In providing the Helpdesk Service, ESET Ireland will use its reasonable endeavours to assist the Reseller and, subject to applicable law, the Helpdesk Service will be provided without any warranty, guarantee or representation of any kind whatsoever either to the Reseller or to the End User Customer.
6. The Reseller will provide co-operation and support to ESET Ireland in efforts to provide the Helpdesk Service, which will include:
   1. Responses to ESET Ireland's reasonable requirements, queries and communications in a timely and accurate manner; and
   2. Timely and accurate transmittal and release to ESET Ireland of relevant and accurate documentation and information requested by the Helpdesk Service.
7. The Reseller remains fully responsible for ensuring all backups are carried out and completed by both the Reseller and the End User Customers in relation to their data, software and programs before making use of the Helpdesk Service.
8. ESET Ireland is not obligated to provide the Helpdesk Service and reserves its rights to withdraw, suspend or to terminate the Helpdesk Service at any time without being required to serve notice on either the Reseller or the End User Customers.
9. Further, ESET is not obliged to provide the Helpdesk Service to the Reseller for:
   1. any problems resulting from any modification or customisation of the ESET Products, including manual changes of ESET Software databases not made by or authorised in writing by ESET; and/or
   2. incorrect or unauthorised use of the ESET Products or operator errors.
10. ESET Ireland does not guarantee any response times regarding enquiries made of the Helpdesk Service.
11. By using the Helpdesk Service, the Reseller agrees that, to the extent permitted by applicable law, ESET Ireland will have no liability to the Reseller, End User Customer or any third party whatsoever for any loss or liability suffered either directly or indirectly, by the Reseller, End User Customer or any third party as a result of their use of the Helpdesk Service.
12. Further to clauses 8.8 and 8.9, should the EULA terminate for any reason, ESET will have no obligation to provide the Helpdesk Service to the Reseller. ESET Ireland may suggest a renewal of such EULA and may provide assistance in relation to such a renewal, however ESET Ireland will have no liability to the Reseller for any loss suffered during any period during which the EULA has terminated.
13. Should the Reseller require technical support services beyond those set out in this clause 8, then any such additional service may be supplied subject to the Reseller entering into a separate contract with ESET for the provision of its premium technical support services.

PRICES AND PAYMENT

1. The prices to be paid by the Reseller to ESET Ireland for the ESET Products (to include the EULA) will be the Reseller Price.
2. The Reseller Price is exclusive of VAT and any other applicable taxes, which will be paid by the Reseller.
3. ESET Ireland will give the Reseller notice in writing of increases in the list prices for ESET Products, and the revised and updated list prices will be made available on the Partner Portal and/or by email. Any list price increase pursuant to such notice will not affect any Reseller’s Orders for which there has been an Acceptance.
4. Any and all expenses, costs and charges incurred by the Reseller in the performance of its obligations under this agreement will be paid by the Reseller, unless expressly agreed otherwise in advance by ESET Ireland.
5. Where the Reseller has a credit account with ESET Ireland all invoices will be paid in full by the Reseller within 30 days of the invoice date. Payments may be made by EFT, debit or credit card. Where the Reseller does not have a credit account with ESET Ireland all invoices will be payable on a pro-forma basis by debit or credit card or EFT.
6. If at any time the Reseller fails to pay any amount due to ESET Ireland on the relevant due date or if the Reseller’s credit standing is at any time in the opinion of ESET Ireland impaired for any reason then, without limiting ESET Ireland's other remedies under this agreement, ESET Ireland may by notice:
   1. demand immediate payment of all invoiced amounts unpaid at that date and those amounts will then immediately fall due for payment by the Reseller.
   2. withhold all deliveries of ESET Products or EULA’s under any other Contract.
   3. supply the Products and the EULA’s on such terms as to payment as ESET Ireland may require.
   4. suspend the Reseller from ordering ESET Products and further EULA’s; and/or
   5. cancel any unpaid EULA’s and remove the Reseller and the relevant End User from ESET Products update servers.
7. No counterclaim, set-off, abatement, withholding or other similar deduction may be deducted from any payment due without ESET’s prior written consent.
8. Any extension of credit allowed by ESET Ireland to the Reseller may be changed or withdrawn at any time on notice being served on the Reseller by ESET Ireland.
9. The Reseller will hold ESET fully indemnified arising directly or indirectly from the Reseller’s failure to pay to ESET Ireland any overdue sum due under this agreement.
10. ESET Ireland reserves the right to invoice the Reseller by e-mail. E-mailed invoices will be in PDF format and dated the day on which the ESET Products and the EULA were delivered to the Reseller.

Advertising and Promotion

1. ESET Ireland will:
   1. not use any advertising materials or promotional literature to promote ESET Products without ESET Ireland's consent;
   2. display advertising materials and other signs provided by ESET SK or ESET Ireland;
   3. observe all directions and instructions given to it by ESET Ireland for promotion and advertisement of ESET Products; and
   4. not make any written statement as to the quality of ESET Products without the prior written approval of ESET Ireland.
2. ESET will:
   1. approve or reject, in its sole discretion, any promotional information or material or any advertising and promotional programme submitted by the Reseller within 28 days of receipt; and
   2. provide the Reseller with information on the advertising and promotion used by ESET Ireland.

INTELLECTUAL PROPERTY RIGHTS

1. All Intellectual Property Rights in and to the ESET Products, the Software and the Product Documents belong to ESET, ESET SK and/or its licensors.
2. Neither this Agreement nor any EULA or other licence granted under this Agreement will be construed to convey or transfer any ownership or proprietary interest in the Intellectual Property Rights in the ESET Products, the Software and the Product Documents to the Reseller, the End User or any third party.
3. Other than the licence expressly granted under this agreement, ESET Ireland grants no licence of, right in nor does it make any assignment of any of its or its licensor’s Intellectual Property Rights. In particular, except as expressly provided in this agreement, neither the Reseller nor the End User Customer will have any rights in respect of any trade names or Trade Marks used by ESET Ireland and / or ESET SK in relation to ESET Products or their associated goodwill, and the Reseller hereby acknowledges that all such rights and goodwill will inure for the benefit of and are vested in ESET Ireland and/or ESET SK.
4. ESET Ireland grants to the Reseller a non-exclusive, non-transferrable, revocable, personal licence (subject to the terms and conditions of this agreement and during its term and solely for the purpose of performing the Reseller’s obligations under this agreement) to:
   1. use and copy the documentation supplied by ESET Ireland in connection with ESET Products (whether in electronic, hard copy or otherwise) for the purposes of complying with its obligations under this agreement; and
   2. use the Trade Marks on or in relation to ESET Products for the sole purpose of the promotion, advertisement and sale of ESET Products and services related thereto to End User Customers only.
5. The Reseller will market and sell ESET Products only under the Trade Marks, and not in association with any other trade mark, brand or trade name.
6. The Reseller will comply with all rules for the use of the Trade Marks issued by ESET Ireland and will not, without the prior written consent of ESET:
   1. alter or make any addition to the labelling or notifications of ESET Products displaying or which are relevant to the Trade Marks.
   2. make any addition or modifications to ESET Products or to any advertising and promotional materials supplied by ESET Ireland; or
   3. alter, deface or remove any reference to the Trade Marks, any reference to ESET or any other name attached or affixed to ESET Products or their packaging or labelling.
7. The Reseller will be obliged to use the Trade Marks solely in compliance with legal regulations, good practices and by non-impeaching means. The Reseller will be obliged to identify ESET SK as the sole owner of the Trade Marks and to protect the ownership of the Trade Marks.
8. Neither the Reseller nor the End User Customer will sub-license, assign, transfer, charge, or otherwise encumber the right to use, reference, or designate the Trade Marks to any other party, except as otherwise expressly permitted under this agreement.
9. The Reseller will not do, or omit to do, anything in its use of the Trade Marks that could adversely affect their validity or reputation.
10. The Reseller will not, at any time during or after termination of this agreement, in connection with any business similar to that of ESET SK or ESET Ireland, adopt, use, obtain, register or try to register a word or symbol or a combination of the two similar to the Trade Marks.
11. The Reseller will not:
    1. use any of the Trade Marks in any way which might prejudice their distinctiveness or validity or the goodwill of ESET Ireland and/or its licensors therein;
    2. use in relation to ESET Products any trade marks other than the Trade Marks.
    3. register any internet domain names containing the Trade Marks or a mark which is confusingly similar to the Trade Marks.
12. The Reseller will use its best endeavours to protect all Intellectual Property Rights in or relating to ESET Products, the Software and the Product Documents and will promptly give notice to ESET Ireland in writing if it becomes aware of:
    1. any infringement or suspected infringement of the Trade Marks or any other Intellectual Property Rights relating to ESET Products, the Software and / or the Product Documents within the Territory; or
    2. any claim that any ESET Product or the manufacture, use, sale or other disposal of any ESET Product within the Territory, whether or not under the Trade Marks, infringes the rights of any third party.
13. The Reseller will not use the Trade Marks as part of the name under which the Reseller conducts its business, or any connected business, or under which it sells or services any ESET Products (except the ESET Products), or in any other way, except as expressly permitted under this agreement.
14. The Reseller undertakes and will procure that the End User Customer undertakes that it will not:
    1. combine the ESET Products with any other computer program;
    2. copy the ESET Products or any part of any of them except to the extent and for the purposes expressly permitted by this agreement;
    3. modify, adapt, develop, reverse engineer, decompile, disassemble, make error corrections to the ESET Products in whole or in part or carry out any act otherwise restricted by copyright or other Intellectual Property Rights in the ESET Products (including its object code and installation files) except and only to the extent that it is expressly permitted by applicable law; or
    4. make or cause to be made any copy, reproduction, translation, adaptation, variation, version or modification of the ESET Products, the Software and the Product Documents
15. Upon termination of this agreement for any reason, the Reseller will immediately stop using all or any part of the Trade Marks.

DATA PROTECTION

Each party acknowledges that each party will regularly disclose to the other party Shared Personal Data. Each party will fully comply with all of its obligations under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party will constitute a material breach for the purposes of clause 17.2.

WARRANTY

1. The ESET Products are supplied by ESET Ireland 'as is' and all warranties, representations, conditions and other terms implied by statute or common law in respect of the sale of the ESET Products (including but not limited to those relating to quality, fitness for purpose, performance or correspondence with description) are, to the fullest extent permitted by law, excluded from this agreement.
2. ESET Ireland does not offer a warranty that use of the ESET Products will be uninterrupted or error free.
3. ESET Ireland does not offer any warranties, representations or guarantees in relation to the Software installation, configuration, error/defect correction or any help-desk services supplied by ESET Ireland.
4. ESET Ireland will have no responsibility for the selection of the Software to achieve the End User Customer’s intended results or for the installation, use and results obtained from the Software.
5. ESET Ireland does not warrant that the functions of the ESET Products will meet any particular requirements or that its operation will be entirely error-free or that all program defects are capable of correction or improvement. All other warranties including any implied warranties of merchantability, satisfactory quality or fitness for purpose or ability to achieve a particular result are hereby excluded to the fullest extent permissible in law.

LIMITATION OF LIABILITY

1. The restrictions on liability apply to every liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
2. Nothing in this agreement limits any liability which cannot legally be limited
   1. Unless the Reseller notifies ESET Ireland that it intends to make a claim in respect of an event within the notice period, ESET Ireland will have no liability for that event. The notice period for an event will start on the day on which the Reseller ought reasonably to have become aware of the event having occurred and will expire 9 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
   2. For the avoidance of doubt:
   3. any refunds will be at ESET Ireland's sole discretion; and
   4. no refunds will be made by ESET Ireland where a request for a refund is made 30 days after delivery of the ESET Product.
   5. ESET Ireland will have no liability to the Reseller if the End User Customer delays in paying or fails to pay the Reseller for the ESET Products and the Reseller will, to the exclusion of ESET Ireland, bear all risk in its contract with the End User Customer which regulates the supply of ESET Products to the End User Customer.

TERM

1. This agreement will commence on the date when it has been executed by the Reseller and will continue, indefinitely until terminated by either party.
2. Termination.
   1. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
   2. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.
   3. the other party commits a material breach of this agreement.
   4. the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement.
   5. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts.
   6. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
   7. there is a change of Control of the other party; or
   8. ESET Ireland's licence to sell the ESET Products is terminated by ESET SK.

CONSEQUENCES OF TERMINATION

1. On termination of this agreement, Clause 1, 12, 14, 19 will continue in force.
2. On termination of this agreement the Reseller will:
   1. immediately pay to ESET Ireland all outstanding unpaid invoices and interest

CONFIDENTIALITY

1. Each party undertakes that it will not at any time during this agreement, and for a period of 5 years after termination of this agreement, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs.
2. Each party may disclose the other party's Confidential Information:
   1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party will ensure that its employees, officers, representatives or advisers to whom it discloses the other party's Confidential Information comply with this clause 16;
   2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. No party will use any other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
4. The Reseller will keep and will procure that its directors, employees and agents will keep confidential and will not unless authorised by this agreement copy or part with possession of or otherwise disclose in any manner to any other person any of the ESET Products, the Software or Product Documents supplied by ESET Ireland or ESET SK.

FORCE MAJEURE

1. If a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (“Affected Party”), the Affected Party will not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations will be extended accordingly.
2. The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
3. The Affected Party will:
   1. as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
   2. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
4. If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 12 weeks, the party not affected by the Force Majeure Event may terminate this agreement by giving 14 days’ written notice to the Affected Party.

EXPORT CONTROL MEASURES

1. The Reseller acknowledges and agrees that it will not, directly or indirectly, deliver, distribute, export, re-export or transfer the ESET Products.

EXECUTION OF THIS AGREEMENT

1. This agreement will be deemed to have been executed by the parties when:
   1. the Reseller confirms its acceptance online by clicking the “I Accept” button on the relevant online page; or
   2. the Reseller executes the agreement by using such other electronic means including the use of an electronic signature;
2. The person who executes the agreement on behalf of the Reseller agrees that he or she has been authorised and has the authority to enter into this agreement on behalf of the Reseller and intends to sign this agreement by clicking the “I Accept” button or by applying his or her electronic signature.