Lookup Lite Terms & Conditions

Introduction

These Terms and Conditions (further referred to as the “Terms”) apply if you are a customer of Fonoa with access to Lookup Lite. They govern our provision of and your access to and use of Lookup Lite.

These Terms are also binding upon any individual user accessing Lookup Lite via the Fonoa Dashboard on behalf of a customer.


About us

Fonoa Technologies Limited (“Fonoa” or “we”) is a limited liability company registered in Ireland. Our registered office is at Ground Floor, 71 Lower Baggot Street, Dublin, D02 P593. We are specialized in providing tax automation services.

If you’d like to chat with us about Lookup Lite, discuss upgrading to the Pro version or using any of the other Fonoa products, or if you would like to ask any question or share feedback, you can email us at info@fonoa.com.

Definitions

In these Terms, we will use the following definitions:

Charges" - the prices quoted on our website at the time you submit your initial order or on any subsequent renewal date(s) or otherwise agreed with you

Commencement Date” - the date of first access to the Dashboard (i.e., the date of completion of the registration process) by a User on behalf of the Customer

Content” - all information, materials and functionalities available to the Customer through the Dashboard, including, without limitation, the data collected or created in the course of the Customer’s use of Lookup Lite

Contract” - legally binding contract between Fonoa and the Customer, which enters into force on the Commencement Date

Customer” or “you” - the company or other legal entity granted access to Lookup Lite through the Dashboard

Dashboard” - the [Fonoa Dashboard - https://app.fonoa.com/login], where Lookup Lite is made available to the Customer

Lookup Lite” - a service provided by Fonoa to the Customer available through the Dashboard enabling validations of tax identification numbers, as described on our website

User” - any individual who has registered to access Lookup Lite through the Dashboard on behalf of the Customer

Lookup Lite

These Terms apply to our provision of Lookup Lite, available through the Dashboard. They govern the Customer’s access to and use of the Dashboard, including any Content available therein. They do not apply to any other services which may be provided to the Customer by Fonoa.

We will provide Lookup Lite using reasonable care and skill.

Fonoa reserves the right to amend the services provided as part of Lookup Lite, in our sole discretion, without prior notice. In particular, the scope of the services could be amended if required by a statutory or regulatory requirement. However, we will undertake reasonable efforts to ensure that any amendment does not materially affect the nature and/or quality of the services.

Access (Dashboard)

The Customer can access Lookup Lite through the Dashboard. In order for the Customer to access and use Lookup Lite through the Dashboard, Fonoa will provide the relevant access details.

Acceptance of these Terms

Please read these Terms carefully before you access and start to use the Dashboard. By accessing the Dashboard, the Customer accepts and agrees to be bound and to abide by these Terms. If you do not want to agree to (any part of) the Terms, you must not access or use the Dashboard.

These Terms form a Contract between Fonoa and the Customer, which enters into force on the Commencement Date.

By completing the registration process and by accessing the Dashboard for the first time with access details provided by Fonoa, the Customer confirms that it accepts these Terms, as well as any policy or document incorporated by reference herein.

These Terms represent the entire agreement between Fonoa and its Customer in relation to Lookup Lite. The Customer acknowledges not to have relied on any representation, promise, statement, assurance or warranty not set out herein. These Terms apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Duration and renewal

By entering into the Contract, Fonoa will enable the Customer to use Lookup Lite and carry out a predetermined number of validations of tax identification numbers specified on Fonoa’s website on the Commencement Date within a period of 1 (one) year.

Unless either party notifies the other party of termination, the Contract shall be automatically renewed for successive periods of 1 (one) year on the earlier of (1) the moment when the Customer exceeds the previously included number of validations or (2) the expiry of each period of 1 (one) year.

If Fonoa changes the Charges and/or the included number of validations, such changes will not affect an ongoing Contract. Fonoa will notify the Customer of such changes prior to any automatic renewal of the Contract. Unless the Customer notifies Fonoa that it does not wish to renew the Contract within 5 (five) days of Fonoa’s notification, such changes to Charges and/or the number of validations will be deemed accepted by the Customer.

Variation

We reserve the right to revise or update these Terms from time to time in our sole discretion, without any notice. Unless specified otherwise, changes are effective immediately when we post them, and apply to all access to and use of the Dashboard thereafter. However, any changes to the dispute resolution provisions set out in the “Governing law and jurisdiction” section of these Terms will not apply to any disputes for which the parties have actual notice before the change is posted.

The Customer agrees to review the latest version of these Terms periodically to be aware of any changes about which the Customer is not alerted by Fonoa. The Terms will be available to the Customer in the Settings section of the Dashboard. They will be dated so as to make clear what version is currently in force.

The Customer’s continued access to the Dashboard and use of Lookup Lite following the posting of revised or updated Terms means that the Customer accepts and agrees to the changes. The sole remedy, should the Customer not agree with any changes to the Terms, shall be to cease use of Lookup Lite.

We recommend that you print or save a local copy of each version of these Terms for your records.

Charges 

In consideration of us providing Lookup Lite, the Customer must pay the Charges.

Our Charges may change from time to time, but the changes we introduce will not affect an order that has already been placed. If the Customer wishes to change the scope of the services, and we agree to such change, we will modify the Charges accordingly.

Fonoa will issue and send to the Customer an invoice for its subscription to Lookup Lite. All invoices will be sent to the Customer’s registered email address (or other email address as may be notified by the Customer to Fonoa).

All invoices shall be payable within 15 days after delivery. Any payment obligation shall be made against the invoice issued by Fonoa, and deemed to be performed on the date when such payment is credited to Fonoa’s bank account. 

Unless we agree otherwise, all Charges will be designated in EUR currency and payable to Fonoa’s bank account indicated in the respective invoice.

Our Charges are exclusive of any applicable taxes and deductions, such as VAT. If VAT is payable in respect of the services we provide, the Customer must pay us such additional amounts, at the applicable rate, at the same time when paying us the Charges. All amounts due to Fonoa shall be payable in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

Customer’s obligations

The Customer shall ensure that the Dashboard is used in accordance with these Terms. The Customer shall be responsible for any breach of these Terms by a User who accesses the Dashboard on its behalf.

The Customer shall cooperate with Fonoa in all matters relating to the provision of Lookup Lite, and provide Fonoa all information and/or materials as may be reasonably required to provide Lookup Lite to the Customer. The Customer shall ensure that all such information is complete and accurate in all material respects.

The Customer shall comply with all applicable laws when using Lookup Lite.


Registration of User(s)

The Customer is responsible for making all arrangements necessary for its User(s) to have access to the Dashboard on its behalf.

The Customer shall ensure that User(s) accessing the Dashboard on its behalf are aware of the Terms and comply with them. A failure of its User to comply with these Terms shall be considered as the Customer’s breach of these Terms.

To access the Dashboard, a User will be asked to provide certain registration details or other information. It is a condition of the Customer’s use of the Dashboard that the information its User(s) provide(s) is correct, current, and complete.

Where the required information includes personal data, Fonoa’s processing will be governed by Fonoa’s Privacy Notice published on our website. By accessing the Dashboard, a User consents to all the activities we take with respect to their personal data consistent with our Privacy Notice.

User’s acknowledgement

By accessing the Dashboard, a User confirms that they:

  • have the power and authority to contract and use Lookup Lite on behalf of the Customer;
  • agree to use the Dashboard in accordance with these Terms;
  • agree to our processing of their personal data consistent with our Privacy Notice; and
  • agree to check these Terms and the Privacy Notice from time to time for any updates or amendments.

If a User does not want to acknowledge the above, they may not access the Dashboard and use Lookup Lite.

Account security

If a User chooses or is provided with a username, password or other piece of information as part of our security procedures, the User must treat such information as strictly confidential, and must not disclose it to any other person.

Each account is personal to the registered User who must not provide any other person with access to the Dashboard or portions of it using their username, password or other security information. The Customer is required to notify us immediately of any unauthorised use of a username or password or any other breach of security.

If the Customer wishes to add additional User(s) to access and use the Dashboard, they will be required to create an additional account. Any use of Lookup Lite by another person on behalf of the Customer will be subject to Fonoa providing access details to that person.

A User shall exit their account at the end of each session and shall take particular caution if accessing their account from a public or shared computer so that others are not able to view or record their password or access their account.

We may disable any username, password or other identifier, whether chosen by a User or provided by Fonoa at any time in our sole discretion, for any or no reason, including in case that, in our opinion, any provision of these Terms has been violated by the Customer and/or User.

Prohibited uses

The Customer may access and use the Dashboard only for lawful purposes, in accordance with these Terms. The Dashboard may not be used in any way that violates any applicable federal, state, local or international law or regulation.

Additionally, the Customer agrees not to:

  • sell or in any other manner exploit or otherwise provide to any third party any of the Content (or any part thereof);
  • use or allow any third party to use the Dashboard (or any part thereof) for a purpose which rivals or competes with Fonoa, whereby in the event of a dispute it shall be for Fonoa to define "rival" and/or "competing" purposes;
  • disassemble, translate, reverse engineer or otherwise decompile any software that is used in providing Lookup Lite to you;
  • make access to the Dashboard available to any unauthorised persons, including by disclosing access details to non-registered individuals;
  • access (or even attempt to access) the Dashboard by any means other than through the interface that is provided by Fonoa;
  • use the Dashboard in any manner that could disable, overburden, damage or impair the website or interfere with any other party's use of the Dashboard;
  • use any robot, spider or other automatic device, process or means to access or use the Dashboard for any purpose;
  • carry out any activity that interferes with or interrupts (or even might interfere with or interrupt) the operation of the Dashboard (or any servers, networks and/or databases related to the Dashboard);
  • create frames or use any other technique that alters in any way (or even attempt to alter) the visual presentation or appearance of Dashboard; and/or
  • engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Dashboard or which, as determined by us, may harm Fonoa and/or its customers, or expose Fonoa and/or its customers to liability;

Disclaimers

The Customer acknowledges that Lookup Lite is provided on an “as-is” and “as-available” basis, and may be subject to errors, inaccuracies and/or omissions. Information provided to the Customer is gathered from different sources. We do not warrant its completeness and accuracy, nor do we commit to ensuring that information provided to the Customer is at all times kept up to date.

Reasonable effort is made to keep the Dashboard up and running smoothly. However, we take no responsibility for, and will not be liable for, the Dashboard (or any part of it) being unavailable at any time, for any period and for any reason.

The Customer agrees that its use of the Dashboard will be at its sole risk. To the fullest extent permitted by law, Fonoa disclaims all warranties, express or implied, in connection with the Dashboard and Lookup Lite available thereon, and the Customer’s use thereof, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, operation, functionality, quality, usefulness, legality, non-infringement of third-party rights or safety in accessing to and using the Dashboard. 

We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party, including without limitation any hyperlinked website or any website featured in any banner or other advertising. We will not be a party to or in any way be responsible for the Customer’s transaction(s) with third-party providers.


Liability

The Customer agrees to indemnify and defend us against all claims arising out of or based upon its use of the Dashboard, including, without limitation, any non-fulfillment or breach of these Terms by a User.

Fonoa will not be liable or responsible for any failure to provide or delay in providing Lookup Lite to the Customer. In no event will Fonoa or any of our directors, employees, contractors and/or agents be liable to the Customer, any User or any third party for any direct, indirect, consequential, exemplary, incidental, special or punitive damages, which includes without limitation any loss of profits, loss of sales or business, loss of contracts, loss of anticipated savings, loss of or damage to goodwill, loss of use or corruption of data or software or other damages arising from or in connection with any access to or use of, or inability to use, the Dashboard, even where we knew or should have known of the possibility of or could have prevented such damages.

If the disclaimers and limitations contained in these Terms are found to be ineffective or inapplicable, you agree that our maximum aggregate liability to the Customer and all end Users, whether arising in contract, tort, strict liability or otherwise, shall be limited, and in no event shall it exceed, the amount of fees paid by the Customer for our provision of Lookup Lite during 12 months preceding the event giving rise to the claim.

Nothing in these Terms limits any liability which cannot be limited under applicable law.

Intellectual property rights

Fonoa owns all intellectual property rights in or arising out of or in connection with Lookup Lite. All rights to the Dashboard and the Content, including all features and functionalities (including but not limited to the underlying software, information, text, displays, images and the design, selection and arrangement thereof) are owned by Fonoa and are protected by intellectual property and other proprietary rights laws.

The Customer may not delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Dashboard. The Customer may not misrepresent the Dashboard and/or the Content, or misinform others about the origin or ownership of the Dashboard and/or the Content.

 

Limited license

Under the condition and only as long as the Customer complies with these Terms, Fonoa grants the Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Dashboard and Content, including all features, functionalities, information and documentation provided to the Customer as part of Lookup Lite for the sole purpose of using Lookup Lite in accordance with these Terms. 

No right, title, or interest in or to the Dashboard and/or any Content available through the Dashboard is transferred to the Customer and/or to the User(s), and all rights not expressly granted are reserved by Fonoa.


Publicity

Fonoa and the Customer may refer to each other in any promotional, marketing and other materials, and may use, for this purpose only, the other party’s trademarks, service marks, trade names, copyrights, slogans and any other identifying symbols and indicia.

If the Customer wishes to opt out of this clause, it may do so by contacting us.

 

Cookie policy

We employ the use of cookies. By using the Dashboard you consent to the use of cookies in accordance with our Cookie Policy

 

Hyperlinking

We do not approve links to the Dashboard. We reserve the right at any time and in our sole discretion to request that you remove all links or any particular link to the Dashboard. You agree to immediately remove all links upon such request.


Confidentiality

We each undertake that we will not at any time disclose to any person any technical and non-technical confidential information of the other party, including, without limitation, any information relating to the other party’s business, strategies, designs, products, services and technologies and any derivatives, improvements and enhancements related to any of the foregoing, or related to its suppliers, customers or business partners (further referred to as “confidential information”), whether in graphic, written, electronic or oral form. 

We each may disclose the other's confidential information:

  • to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract, and provided that they comply with these confidentiality obligations;
  • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority;
  • where such information is generally available to the public or otherwise part of the public domain at the time of disclosure, or where it becomes generally available after disclosure other than through any act or omission of the party receiving confidential information;
  • developed independently by the receiving party, without breach of the confidentiality restrictions;
  • already known to the receiving party, without confidentiality restrictions, at the time of disclosure; and/or
  • disclosed to the receiving party, without confidentiality restrictions, by a third party without any no obligation not to disclose such information to others.

Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract. 


Suspension

Fonoa may suspend the Customer’s and/or any registered User’s access to an account in case of any breach of these Terms.

The Customer acknowledges and accepts that, if Fonoa deactivates an account, it may be prevented from accessing the Dashboard, its account data and/or any file or other Content that may be accessed through such an account.

  

Termination 

Without limiting any of our other rights, we may terminate the Contract with immediate effect by giving written notice to you if:

  • you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 15 (fifteen) days of you being notified in writing to do so;
  • you fail to pay any amount due under the Contract on the due date for payment (i.e., within 15 days from delivery of an invoice);
  • you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or in connection with any analogous procedure in the relevant jurisdiction; and/or
  • you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business.

Communications between us

When we refer to "in writing" in this Agreement, this includes email.

Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

A notice or other communication is deemed to have been received: 

(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address; 

(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am GMT on the second working day after posting; or

(c) if sent by email, at 9.00 am GMT the next working day after transmission.

In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee. 

The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

Assignment and transfer

We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on the Dashboard if this happens.

You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing. 


Severance

Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

Waiver

If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations.

If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

Third party rights

The Contract is between you and us. No other person has any rights to enforce any of its terms. 

Governing law and jurisdiction

Our rights and obligations will be governed in all respects by the laws of Ireland without regard to conflict of law principles.

We each irrevocably consent and agree to arbitrate any dispute relating to or arising out of these Terms, the Contract and/or otherwise related to Lookup Lite, and irrevocably agree that all claims in respect of such suit or proceeding shall be determined only in arbitration, including the arbitrability of any such claim or dispute. We each agree that such arbitration shall be held in Dublin, Ireland in English, pursuant to the then current JAMS Rules of Arbitration. The arbitrator shall issue a written ruling and the prevailing party shall be entitled to an award of reasonable costs and expenses, including reasonable attorneys’ fees. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding anything to the contrary, with respect to matters involving intellectual property and/or injunctive relief, either party may seek relief in any court of competent jurisdiction (and is not limited to resolution through arbitration).



Last updated and effective as of: 18 February 2022