Populis SMA advertisements service terms and conditions

1. SCOPE AND APPLICATION

1.1 Scope: These Service Terms shall apply to all Contracts for the provision of the Populis Services by Populis to the Customer to the exclusion of all other terms and conditions including any terms or conditions which the Customer may purport to apply under the terms and conditions of use of its website(s) or any purchase order or otherwise. Populis and the Customer acknowledge that neither of them is relying, and will not seek to rely, on any arrangement, understanding, representation, warranty, agreement, term or condition which is not expressly set out in these Service Terms or any Contract.
1.2 Orders are Offers: All Orders shall be deemed to be an offer by the Customer to purchase the Populis Services pursuant to these Service Terms.
1.3 Effective Date: Subject to Clause 1.4 these Service Terms shall apply to all Orders accepted on or after January 2013.
1.4 Amendments to these Service Terms: Populis may, in its absolute discretion, amend these Service Terms at any time. Such amended Service Terms will be effective from the date upon which they are posted on the Populis website, which is accessible at the following address http://www.populis.com/advertisers/sma/termsandconditions, and shall apply immediately to all Orders signed after such effective date.
1.5 Amendments to a Contract: Subject to Clause 1.4 any amendment to a Contract must be in writing and duly signed for and on behalf of each of Populis and the Customer.
2. TECHNICAL REQUIREMENTS

2.1 Technical Specifications: The Customer shall at its own cost and expense, prior to submitting an Order, take all steps necessary in respect of its website(s) or otherwise, including but not limited to those specified in Clauses 2.2, 2.3 and 3.4, to implement all technical requirements for the use of the Populis Technology and the provision of the Populis Services.
2.2 Populis Technical Charter: The Customer shall implement the technical requirements for use of the Populis Technology, set out in the Populis Technical Charter. Populis may, in its absolute discretion, amend the Populis Technical Charter at any time without notice to the Customer.
2.3 Populis Tags: The Customer shall include the tags supplied by Populis on the Customer’s website(s).
2.4 Information: The Customer shall include in each Order details of the URL of the website(s) (whether a Populis-owned website or otherwise) on which the SMA Ad is to be displayed. Populis reserves the right in its absolute discretion, without being obliged to give reasons, to decline to publish an SMA Ad on a particular website.
2.5 Codes: The Customer shall not modify any codes or other programs of the Populis Technology.
2.6 Populis Costs: For the avoidance of doubt, the Customer shall discharge any costs incurred by Populis in assisting the Customer in implementing the technical requirements for the use of the Populis Technology and the provision of the Populis Services.
3. POPULIS SERVICES

3.1 Populis Technology: The Customer acknowledges the existence of constraints in the Populis Technology upon the size, dimension and other characteristics of the display of an SMA Ad.
3.2 No guarantee: Without prejudice to Clause 3.1, Populis does not guarantee: (a) that any SMA Ad will be displayed on the dates stated in the Order or on a continuous basis during the term of the Contract; and (b) the number of Impressions delivered during the period stated in the Order.
3.3 SMA Format: In accordance with the Populis Technology, the formats in which SMA Ads are displayed are predefined by Populis from time to time. The most recent version of these formats will be viewable at the following address: www.populis.com/advertiser/sma. Populis reserves the right to make changes to the Populis Technology, without notice to the Customer.
3.4 Provision and Management of Content in the Chosen SMA Format: The Customer shall: (a) supply Populis with the catalogue files of the Customer’s products and services in order to include this information in the chosen SMA Format; and (b) where Populis is providing Configuration Services as part of the Populis Services, supply Populis with the Content. Where as part of the Populis Services Populis provides Configuration Services, it shall provide such services under the direction of the Customer and the Customer shall be solely and exclusively responsible for the management of the Content. If the Customer selects the Customer Configuration and Deployment Option, the Customer shall be solely and exclusively responsible for the configuration and deployment of the SMA Ad and for the Content. Notwithstanding the provisions of Clause 3.3, where Populis provides Configuration Services, the Customer may request a modification of the SMA Ad prior to the SMA Ad being delivered. Populis shall use all reasonable endeavours to comply with any reasonable request for modification of the SMA Ad made by the Customer.
3.5 Populis Technology: Delivery of the SMA Ad shall be made through the Populis Technology only. The Customer shall not use its own cloud server or Adserver for this purpose. The Customer may, at any time, amend the manner in which it has implemented the Populis Technology provided at all times it remains compliant with Clauses 2.2 and 2.3. If any amendment is not in compliance with Clauses 2.2 or 2.3, Populis may notify the Customer and the Customer shall bring its implementation into compliance within three Business Days. Where necessary Populis reserves the right, by giving immediate notice, to require that the Customer reverts back the previous technical specifications available.
3.6 Licence of Configuration Tools: The provisions of this Clause 3.6 shall apply where the Customer has chosen the Customer Configuration and Deployment Option. Populis grants to the Customer for the term of the Contract a non-transferable, non-sub-licensable, non-exclusive licence to use the Configuration Tools for the sole purpose of configuring and deploying the SMA Ad. All rights not expressly granted to the Customer pursuant to this Agreement are reserved by Populis. The Customer covenants and undertakes to Populis: (a) to ensure that the Configuration Tools will be accessed or used by the Customer and the Customer’s Personnel only and not by any other person; (b) to use, and to procure that the Customer’s Personnel use, the Configuration Tools only for the purpose of implementing the Customer Configuration and Deployment Option and not for any other purpose; (c) to comply with, and to procure that the Customer’s Personnel shall at all times comply with, such directions as Populis may issue to the Customer from time to time in connection with the Customer’s access to and use of the Configuration Tools; (d) not to, and to procure that the Customer’s Personnel do not copy, modify, disassemble, decompile or reverse translate or create derivative works from the Configuration Tools or otherwise attempt to derive the source code for the Configuration Tools or direct or permit any third party do so. The Customer agrees that, for the purposes of this Clause 3.6, the acts and omissions of the Customer’s Personnel in connection with the Configuration Tools shall be treated as the acts and omissions of the Customer.
3.7 Suspension and Cancellation: Populis reserves the right, at any time, without notice or compensation to the Customer, to suspend and/or cancel the provision of the Populis Services If the Customer has paid the Budget or part thereof in advance, Populis shall reimburse the unused part of the Budget to the Customer.
3.8 Content: The acceptance by Populis of Content or the generation by Populis of an SMA Ad shall not be deemed an acceptance or acknowledgement by Populis of the compliance of the SMA Ad or the Content with these Service Terms. The Customer shall be solely and exclusively responsible for the Content and the quality and accuracy thereof and for ensuring that the Content complies with the rules of all social media websites from which it is sourced or to which it is linked (as the case may be) and to which it is linked and with all applicable laws. If, in the opinion of Populis, any Content: (a) is defamatory; (b) is obscene, seditious or blasphemous; (c) is racist or otherwise discriminatory; (d) is illegal or contains illegal content or was obtained illegally or unlawfully; (f) infringes or breaches the intellectual property rights of a third party; or (g) is otherwise not fit for use in an SMA Ad, then Populis shall be entitled without liability to decline to use the Content in the provision of the Populis Services. Where as part of the Populis Services Populis has provided Configuration Services, the Customer shall be responsible for approving the SMA Ad before it is deployed on the Customer’s website. Populis shall have no liability to the Customer for any errors or omissions in an SMA Ad which the Customer has approved for deployment or which the Customer has omitted to review prior to its deployment. Populis shall not be liable for any delay in providing the Populis Services which results from failure by the Customer to approve an SMA Ad.
4. PAYMENT

4.1 Invoices: Populis shall send the Customer a monthly invoice reflecting the statistics and performance reports generated by Populis and including the amount owed by the Customer for the Populis Services provided during the previous month, and, where appropriate, any additional charges and costs referred to in these Service Terms.
4.2 Payment: Each amount stated payable by the Customer to Populis under any Contract: (a) shall be paid within 30 days of the date of Populis’ invoice; (b) shall be made in euro; (c) shall be paid by electronic funds transfer to such bank account of Populis as it may specify in writing to the Customer from time to time, or in such other manner as Populis may from time to time stipulate; (d) is exclusive of value added tax and, accordingly, is to be construed as a reference to that amount plus any value added tax payable in respect of it; and any such value added tax shall be paid by the Customer to Populis in addition to the amount in question upon presentation by Populis to the Customer of an invoice for the amount in question, plus value added tax, showing as a separate figure the amount of value added tax due;
4.3 Default Interest: If the Customer fails to pay to Populis any amount payable to it under these Service Terms or any Contract on the due date then the Customer shall pay on demand from time to time to Populis, interest (as well after as before any judgment) on that amount, from the due date to the date of payment in full, at the rate per cent per annum as may be specified from time to time pursuant to regulation 5 of the European Communities (Late Payment in Commercial Transactions) Regulations 2002 (S.I. No. 388 of 2002). All such interest shall accrue from day to day and shall be compounded quarterly.
4.4 Invoice Dispute: If the Customer disputes the amount set out in any invoice, the Customer shall notify Populis in writing within 30 days following the date of the disputed invoice providing reasons for that dispute and shall pay the undisputed amount without delay. If no dispute is raised during this period the Customer shall be deemed to have accepted the amount set out in the invoice and thereby waived any rights to dispute such an amount in the future.
5. DATA PROTECTION AND PRIVACY

5.1 Duty to Comply: Populis and the Customer shall duly observe all of their obligations under Data Protection Law that arise in connection with the provision of the Populis Services and each agree to indemnify the other against any losses arising out of any failure to comply obligations with their respective obligations under Data Protection Law.
5.2 Customer Privacy Policy: The Customer shall prominently display in an easily accessible manner on its website(s) a link to a privacy policy which shall inform each site user in a clear and comprehensive manner that third parties and the Customer may each place anonymous cookies on the site user’s browser and send their own cookies to the cookie file of the site user for the purpose of allowing personalised ads to be displayed to the user. The Customer’s privacy policy shall contain a link to Populis’ privacy policy and direct site users to the information on opting in and opting out of anonymous cookie re-targeting available on the Populis website accessible at the following address http://www.populis.com/advertisers/sma/privacy
6. INTELLECTUAL PROPERTY

6.1 Populis Intellectual Property: All Intellectual Property Rights in each SMA Ad, the SMA Format, Populis Technology, any other software provided by Populis to the Customer and associated Intellectual Property Rights shall as between Populis and the Customer vest and remain vested in Populis and these Service Terms and/or any Contract do not constitute a transfer or conveyance of any right, title or interest in any such Intellectual Property Rights. The Customer is permitted to use the Populis Technology for the sole and exclusive purpose of its enjoyment of the Populis Services and obtains no licence to otherwise use the Populis Technology or other Intellectual Property Rights belonging to Populis.
6.2 Customer Intellectual Property: The Customer shall retain all right, title and interest in and to any Content. The Customer grants Populis a worldwide, royalty-free and transferable licence: (a) during the term of a Contract, to publish the Content as part of any SMA Ad and to otherwise use and reproduce the Content as necessary in order to fulfil Populis’ obligations under any Contract; and (b) during the term of a Contract and for two years after its expiry or termination (for any reason), to use and reproduce the Content in any Populis marketing documentation or publication (hard copy or web-based).
7. WARRANTIES AND UNDERTAKINGS

7.1 Warranties: The Customer warrants that: (a) it has full power and authority to enter into and perform the obligations on its part under these Service Terms and any Contract; and (b) the execution and delivery of and the performance by it of its obligations under any Contract and/or these Service Terms will not result in a breach of or constitute a default under any agreement or instrument to which it is party or by which it is bound or result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound.
7.2 Undertakings: The Customer undertakes to ensure that: (a) no Content will infringe the rights of any third party including without limitation the Intellectual Property Rights of any person; (b) no Content, including without limitation Content which is accessible via a hyperlink, will contain any material which is obscene, defamatory, immoral, contrary to Data Protection Law or privacy laws, or otherwise unlawful; (c) all Content complies with all laws, enactments, orders, regulations, guidance, industry codes of conduct or practice or standards, including without limitation any advertising standards or codes of practice applicable from time to time in any jurisdiction in which the SMA Ad is displayed and the rules of all social media website from which the Content is sourced or to which it is linked (as the case may be); (d) no Content will constitute an advertisement of any investment for the purposes of any applicable financial services legislation or code of practice; and (e) that it shall have all authorisations necessary to publish the SMA Ad on the website(s) that it has specified in the Order.
7.3 Indemnity: The Customer shall indemnify Populis on demand from time to time from and against all Losses suffered or incurred by Populis arising out of or in connection with breach by the Customer of Clauses 3.6, 7.1 or 7.2.
8. LIMITATION OF LIABILITY

8.1 Exclusion of Implied Terms: Subject to Clause 8.4, to the maximum extent permitted by law, Populis excludes all warranties, terms, conditions and guarantees regarding the Populis Services which are implied by law (including the general law) or custom.
8.2 No Liability for Use of Configuration Tools: Populis shall have no liability to the Customer for any Loss suffered or incurred by the Customer arising from the Customer’s use of the Configuration Tools pursuant to Clause 3.6 or from the Configuration Tools not being accessible when required by the Customer.
8.3 No Liability for Consequential Loss: Subject to Clause 8.4 Populis shall not be liable in contract, tort or otherwise howsoever for any of the following losses or damage (whether or not such loss or damage was foreseen, foreseeable, known or otherwise): (a) loss of revenue; (b) loss of actual or anticipated profits; (c) loss of contracts; (d) loss of the use of money; (e) loss of anticipated savings; (f) loss of business; (g) loss of opportunity; (h) loss of goodwill; (i) loss of reputation; (j) loss of, damage to or corruption of data; or (k) any indirect or consequential loss; howsoever caused (including, for the avoidance of doubt, whether such loss or damage is of a type specified in sub-Clauses 8.2 (a) to 8.2(k) above) whether arising out of, or in connection with, or in relation to the Populis Services.
8.4 Liability Not Excluded: Nothing in these Service Terms shall exclude or limit Populis’ liability under the tort of deceit or for death or personal injury, or any other liability to the extent that, under applicable law, it cannot be excluded or limited. 8.1 Limitation of Liability: Subject to Clause 8.4 the aggregate maximum liability of Populis in respect of any claim under or in connection with these Service Terms, any Contract or otherwise shall in no event exceed the Budget. 8.2 Force Majeure: Populis shall not be liable to the Customer for any failure or delay in the performance of any of its obligations under any Contract which is caused by any event or circumstances beyond its reasonable control including, without limitation, any labour disputes between Populis and its employees.
9. CONFIDENTIALITY

9.1 The Customer recognises and acknowledges that the information that may be furnished to it concerning Populis’ customers, business, publishers, advertising campaigns and other confidential matters constitutes a valuable, special, and unique asset and trade secret of Populis’ business. Accordingly, the Customer shall not any time, disclose any such information or any part thereof or its involvement in the Populis Service to any person, firm, corporation, association, or other entity other than is strictly necessary for the performance of its obligations under these Service Terms and provided always that no disclosure or use that is detrimental to the Populis or its Group is made.
10. TERMINATION

10.1 Term: Each Contract shall come into effect on the Commencement Date and shall, subject always to Clauses 10.2 (early termination), continue in full force and effect until the later of: (a) the date specified as the termination date in the Order; and (b) the payment by the Customer to Populis of the total amount due by the Customer under the Contract.
10.2 Early Termination: Populis may terminate a Contract forthwith upon written notice to the Customer to that effect if: (a) the Customer commits a breach of its obligations under the Contract which breach is (in the opinion of Populis) material and, where such breach is (in the opinion of Populis) capable of remedy, fails to remedy that breach within seven days of having been given notice by Populis to remedy that breach; or (b) the Customer is, or is deemed for the purposes of any relevant law to be, unable to pay its debts as they fall due or to be insolvent, or admits inability to pay its debts as they fall due; or (c) the Customer suspends making payments on all or any class of its debts or announces an intention to do so, or a moratorium is declared in respect of any of its indebtedness; or (d) any step (including the making of any proposal, the convening of any meeting, the passing of any resolution, the presenting of any petition or the making of any order) is taken with a view to a composition, assignment or arrangement with any creditors of, or the winding up, liquidation or dissolution of, the Customer; or (e) any liquidator, provisional liquidator, receiver or examiner is appointed to or in respect of the Customer or any of its assets.
10.3 Survival of Obligations: The provisions of Clauses 13 (interpretation), 3.6 (licence of configuration tools), 5 (data protection and privacy), 6 (intellectual property), 7.3 (indemnity), 9 (confidentiality) and 12 (general) shall survive the termination of any Contract however it arises, and shall continue to bind the parties or the relevant party (as applicable) without limit in time. The termination of a Contract however caused shall not affect any provision of such Contract and/or these Service Terms which is expressly or by implication to come into effect on or to continue in effect after such termination, each of which shall survive any such termination.
10.4 Accrued Rights: Termination of a Contract shall not affect any rights of the parties accrued up to the date of termination.
11. ASSIGNMENT

11.1 No Assignment by the Customer: The Customer shall not, without the written consent of Populis: (a) assign, transfer (whether voluntarily or involuntarily, by operation of law or otherwise) or create or permit to exist any right, title or interest (including, without limitation, any security interest and any beneficial interest under any trust) in, to or under, any of its rights under these Service Terms or any Contract; or (b) purport to transfer, sub-contract or delegate any of its obligations under these Service Terms or any Contract.
11.2 Assignment by Populis: Populis may (in its sole and absolute discretion): (a) assign, transfer (whether voluntarily or involuntarily, by operation of law or otherwise) or create or permit to exist any right, title or interest (including, without limitation, any security interest and any beneficial interest under any trust) in, to or under, any of its rights under these Service Terms or any Contract; or (b) transfer, sub-contract or delegate any of its obligations under these Service Terms or any Contract.
12. GENERAL

12.1 Notices: Notices and other communications under or in connection with any Contract may be given in writing by hand, by ordinary pre-paid post or by facsimile. Any such notice, if so given, shall be deemed to have been served: (a) if sent by hand, when delivered; (b)if sent by post, two business days after posting; (c) if sent by e-mail upon production by the sender’s email system of a delivery receipt (or equivalent) confirming delivery of the communication to the correct e-mail address; and (d) if sent by facsimile, upon production by the sender’s facsimile transmission system of a receipt confirming transmission of the communication to the correct facsimile number.
12.2 Severability: If the whole or any part of a provision of these Service Terms or a Contract is or becomes illegal, invalid or unenforceable, that will not affect the legality, validity or enforceability of the remainder of the provision in question or any other provision of such Contract or these Service Terms.
12.3 Binding on Successors: These Service Terms and any Contract and all of their provisions shall be binding upon and inure to the benefit of Populis and the Customer and their respective heirs, executors, administrators, successors and in the case of Populis only its permitted assigns.
12.4 Further Assurance: Populis and the Customer shall (each at its own cost) do and execute, or arrange for the doing and executing of, each necessary act, document and thing as may be reasonably requested of it by any other party to implement these Service Terms and/or any Contract.
12.5 No Partnership or Agency: Nothing in these Service Terms or any Contract shall create, or be deemed to create, a partnership, joint venture, or the relationship of principal and agent, between Populis and the Customer and neither Populis nor the Customer shall have any right or authority to act on behalf of the other or to bind the other in any way.
12.6 Law: Each Contract and any non-contractual obligations arising out of or in connection with any such Contract and these Service Terms shall be governed by, and construed in accordance with, the laws of the jurisdiction in which the Populis Affiliate named in the Order relating to the Contract has its principal place of business. If a Populis Affiliate is not named in the Order, Populis Ireland Limited shall be responsible for the provision of the Populis Services under the Contract and the Contract shall be governed by, and construed in accordance with, the laws of Ireland.
12.7 Jurisdiction: The courts of the jurisdiction in which the Populis Affiliate named in the Order has its principal place of business or, if a Populis Affiliate is not named in the Order, the courts of Ireland shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with any Contract and, for such purposes, the Customer and Populis irrevocably submit to the jurisdiction of such courts.
12.8 Waivers, Rights Cumulative: Each of the rights of Populis and/or the Customer under these Service Terms and/or any Contract may be exercised as often as is necessary, is cumulative and not exclusive of any other rights which Populis and/or the Customer may have under these Service Terms, any Contract, law or otherwise; and may be waived only in writing and specifically. Delay by Populis or the Customer in exercising, or the non-exercise by Populis or a Customer of, any such right will not constitute a waiver of that right.
13. INTERPRETATION

13.1 Defined Terms: In these Service Terms: “Affiliate” means, in relation to a person, any other person which controls, is controlled by or is under common control with that first person; and for this purpose “control” means possession of the power to direct or cause the direction of the management and policies of a person whether by membership, ownership, contract or otherwise; “Budget” means the amount stated in the Order as the maximum amount that the Customer agrees to pay to Populis for the provision of the Populis Services (excluding any additional charges and costs referred to in these Service Terms); “Business Day” means a day (other than a Saturday or Sunday) on which the banks are generally open for business in Ireland; “Commencement Date” means the date specified as such in an Order; “Configuration Services” means the configuration by Populis of an SMA Ad on the SAM Platform, using the Content; “Configuration Tools” means configuration tools on the SAM Platform; “Content” means software, text, audio, video, pictures, graphics, music, sound clips, images, literary, musical, dramatic or artistic works or other content, including feed from social media websites, supplied by the Customer to Populis for inclusion in any SMA Ad; “Contract” means these Conditions together with each individual Order for Populis Services accepted by Populis; “Customer” means the person specified as such in an Order; “Customer Configuration and Deployment Option” means the option for the Customer to itself configure and deploy the SMA Ad using the Configuration Tools under licence from Populis; “Customer’s Personnel” means employees, officers, agents and contractors of the Customer; “Data Protection Law” means all legislation and regulations relating to the protection of personal data which is in force from time to time: (a) in the jurisdiction in which the Populis Affiliate named in the Order has its principal place of business; or (b) if a Populis Affiliate is not named in the Order, in Ireland, and all other industry guidelines (whether statutory or non-statutory) or codes of practice or guidance issued by the relevant regulatory authority in the jurisdiction in question relating to the processing of personal data or privacy or any amendments and re-enactments thereof; “Delivery Services” means delivery by Populis of an SMA Ad to the Customer via the SAM Platform; “Group” means, in relation to any person, that person and its Affiliates; “Impression” means an SMA Ad when displayed to a user; “Intellectual Property Right” includes any patent, trade or other mark, registered design, topography right, copyright, database right or any other right in the nature of any of the foregoing (or application, or right to apply for, any of the foregoing), and trade or business name, invention, discovery, improvement, design, technique, confidential process or information or know how, in each case subsisting anywhere in the world and whether registered, unregistered or unregisterable, and any licence or right of user of any of the foregoing , and the full right to all legal protection relating to the same; “Loss” includes any demand, claim, proceeding, suit, judgement, loss, liability, cost, expense, fee, penalty or fine; “Order” means an order agreed between Populis and the Customer which specifies the time period, the fees payable by the Customer, the Budget and other terms agreed between Populis and the Customer; “Populis” means in relation to each Contract: (a) the Populis Affiliate named in the Order; or (b) if a Populis Affiliate is not named in the Order, Populis Ireland Limited, a company incorporated under the laws of Ireland with registered number 424315 having its registered office at 9 Clanwilliam Terrace, Grand Canal Quay, Dublin 2, and trading office at Grand Mill Quay Block 2, Barrow Street, Dublin 4; “Populis Affiliate” means an Affiliate of Populis; “Populis Services” means the provision by Populis of Delivery Services and Reporting Services and, if requested by the Customer, Configuration Services; “Populis Technical Charter” means the technical charter setting out the technical requirements and the project plan/timeline for the use of the Populis Technology and available on the Populis website at the following address: http://www.populis.com/advertisers/sma/technical (as amended from time to time); “Populis Technology” means SMA Ad technology owned or licensed by Populis (or members of its Group); “Reporting Services” means reporting by Populis to the Customer: (a) on the number of Impressions; or (b) otherwise on the basis agreed between Populis and the Customer; “SAM Platform” means the Populis-hosted Social Ad Manager platform or its successor platform or portal; “Service Terms” means the terms and conditions set out in this document as amended from time to time in accordance with Clause 1.4; “SMA Ad” means a creative advertisement used to promote the Customer’s products and services, which is created by Populis in the course of providing the Populis Services; and “SMA Format” means the format for an SMA Ad, which is developed by Populis.
13.2 Construction: In these Service Terms, unless the contrary intention is stated, a reference to: (a) the singular shall include the plural and vice versa; (b) a person shall be construed as a reference to any individual, firm or company, corporation, governmental entity or agency of a state or any association or partnership (whether or not having separate legal personality) or two or more of the foregoing; (c) time shall be construed by reference to whatever time may from time to time be in force in Ireland; (d) any agreement document or instrument is to the same as amended, novated, modified, supplemented or replaced from time to time; (e) a clause or other provision is a reference to a clause or provision of these Service Terms, and any reference to a sub provision is, unless otherwise stated, a reference to a sub provision of the provision in which the reference appears; (f) ‘including’ means comprising, but not by way of limitation to any class, list or category; (g) a law includes any provision of any constitution, statute, statutory instrument, order, by-law, directive, regulation or decision of any governmental entity and any judicial or administrative interpretation of any of the foregoing in each case, as amended, revised, modified or replaced from time to time ; (h) any Irish legal or accounting term for any action, remedy, method of judicial proceeding, insolvency proceeding, event of incapacity, legal or accounting document, legal or accounting status, court, governmental or administrative authority or agency, accounting body, official or any legal or accounting concept practice or principle or thing shall in respect of any jurisdiction other than Ireland be deemed to include what most approximates in that jurisdiction to the Irish legal or accounting term concerned; and (i) ‘writing’ shall include a reference to any electronic mode of representing or reproducing words in visible form.
13.3 Contra Proferentum: If any ambiguity or question of intent or interpretation arises, these Service Terms shall be construed as if drafted jointly by Populis and the Customer and no presumption or burden of proof shall arise favouring or disfavouring any of them by virtue of the authorship of any of the provisions of these Service Terms.
13.4 Headings: Headings and captions are to be ignored in the construction of these Service Terms.