By accessing getmerqi.com, downloading any material from it, or receiving and reading any sample report, snapshot, benchmark or research publication we produce, you accept these Website Terms of Use. If you do not accept them, do not use the site or the materials.

We may amend these Website Terms at any time by posting a revised version. The version in force is the one published at the time of your use.

Merqi is a business-to-business service. The site, and all materials on it, are directed at businesses and at individuals acting in the course of a trade, business, craft or profession. We do not offer, market or supply our services to consumers.

The site contains general information about our services, together with research papers, articles, category studies, benchmarks, sample reports and illustrative figures.

This material is general information only. It is not legal, competition-law, regulatory, tax, accounting, financial, investment or commercial advice, and must not be relied on as such. We are not a law firm and no relationship of solicitor and client arises from your use of this site or of any material we publish.

Legal and regulatory material we publish may be incomplete, may be out of date, may not reflect the law of your jurisdiction, and is not tailored to your circumstances. Law in this area — including the treatment of resale price maintenance, authorised-seller enforcement and marketplace monitoring — differs materially between jurisdictions and changes over time. You must take your own professional advice before acting.

Sample reports, screenshots, demonstration figures and case-study material are illustrative. They show format and capability. They are not a representation of the results you will obtain, of the coverage available for your brand, or of the accuracy achievable on your catalogue.

Statements about retailer, marketplace or geographic coverage on this site are indicative and change over time. Coverage is committed only in an Order Form.

We sometimes produce and send a report, snapshot or analysis concerning publicly listed products without being asked, or supply one on request before any contract is entered into. All such material is provided free of charge, "as is" and "as available", for information only.

Material of that kind is generated from automated observation of publicly accessible listings at a moment in time. It is unverified, incomplete by design, and may contain matching errors, misattributed sellers, stale prices and omissions. It must not be relied on for any decision, communication, negotiation or proceeding.

We give no warranty of any kind in respect of such material, and, save as set out in clause A6.1, we accept no liability whatsoever arising from it or from any use made of it, including by any person to whom you forward it.

If you receive material of this kind and do not wish to receive further material from us, contact contact@getmerqi.com and we will cease.

All content on this site — text, research, reports, data, figures, charts, screenshots, software, design, layout, the Merqi name, logo and marks — is owned by or licensed to Merqi and protected by copyright, database right, trade mark and other intellectual property rights.

You may view, download and print material from this site for your own internal business use, and may quote briefly from our research with clear attribution and a link to the source page.

You may not, without our prior written consent: republish, redistribute, syndicate or sell our material; use it in a commercial product or service of your own; use it to build, train, benchmark or improve a competing product or service; systematically extract or re-utilise any part of our data or content by automated means, including scraping, crawling or bulk download; remove attribution; or present our material as your own.

Nothing on this site grants any licence to use our marks.

Nothing in Part A excludes or limits our liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything that cannot lawfully be excluded or limited.

Subject to A6.1, the site and all material on it are provided "as is" and "as available", without warranty of any kind, express or implied, including as to accuracy, completeness, currency, fitness for purpose, availability, uninterrupted access or freedom from error or malicious code.

Subject to A6.1, we accept no liability to any site user, recipient of free material, or other person who is not a subscribing client under Part B, for any loss or damage of any kind — whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise — arising from use of, reliance on, or inability to access the site or any material published, sent or supplied free of charge. This includes loss of profit, revenue, business, opportunity, data, goodwill or reputation, and any indirect or consequential loss.

We may change, suspend, restrict or withdraw the site or any part of it at any time without notice and without liability.

We link to third-party sites for convenience. We do not control them, do not endorse them, and accept no responsibility for their content, availability, security or privacy practices.

You must not misuse the site: no unauthorised access attempt, no introduction of malicious code, no denial-of-service activity, no automated collection except as expressly permitted, and no use of the site in breach of any law.

Our handling of personal data is described in our Privacy Notice at getmerqi.com/privacy, which forms part of these Terms.

Part A and any non-contractual obligation arising from it are governed by the laws of Ireland, and the courts of Ireland have exclusive jurisdiction.

The Agreement governs all supply of Services by Merqi and supersedes all prior discussions, proposals, pitch materials, sample snapshots, demonstrations and correspondence.

The Agreement is formed when the Client signs or otherwise accepts an Order Form, or when the Client first pays an invoice for the Services, whichever is earlier.

No other terms apply. Any terms the Client puts forward — in a purchase order, vendor portal, supplier onboarding pack, procurement platform, click-through or otherwise — are expressly rejected and have no effect, whether or not Merqi is required to acknowledge or sign them in order to be paid. Acceptance of a purchase order is not acceptance of the terms printed on it.

Order of precedence where there is conflict: (a) a signed Statement of Work, for the work it covers only; (b) the Order Form; (c) the DPA, in respect of personal data; (d) these Service Terms.

Business only. The Client warrants that it contracts in the course of a business and is not a consumer.

Each person accepting the Agreement warrants they are authorised to bind the Client.

Merqi provides an observational monitoring and reporting service. In general terms, Merqi collects information about how the Client's products appear on third-party marketplaces and retailer sites, and reports on matters such as which sellers are present, which seller holds the buy box or equivalent prominence, at what price, against which reference, how this changes over time, and where the Client's products are absent.

The retailers, marketplaces, countries, product ranges, report formats, alert types and delivery cadence in scope are those stated in the Service Description in the Order Form. Anything not stated there is out of scope.

What the Services are not. The Services are an information service. They are not a price-setting service; a resale price maintenance, enforcement or compliance service; a legal, competition-law, regulatory, tax or financial advisory service; an investigation or dispute-resolution service; a guarantee of listing accuracy or of any commercial outcome; or a substitute for the Client's own verification, records and judgement.

Coverage is as stated. Retailer, marketplace and geographic coverage is limited to what the Order Form lists as built and operating. Statements made in marketing material, on the website, in discovery calls or in roadmap discussions are indicative and are not contractual commitments.

Change requests. Merqi may at its discretion build additional retailers, alerts, exports or capabilities at the Client's request. Unless a Statement of Work says otherwise, no timeframe is committed, the addition forms part of the Services only once Merqi confirms in writing that it is live, and substantial custom work is chargeable separately at Merqi's then-current rates.

The Agreement begins on the Start Date and continues on a rolling monthly basis until terminated. There is no minimum commitment beyond the first Subscription Month.

Termination for convenience. Either party may terminate on not less than fourteen (14) days' written notice expiring at the end of a Subscription Month. Fees already paid are not refunded except as provided in B5.5.

Termination by Merqi. Merqi may terminate or suspend immediately on written notice if: (a) any sum is more than fourteen (14) days overdue; (b) the Client is in material breach and, where remediable, has not remedied it within ten (10) days of notice; (c) Merqi reasonably believes the Client is using or intends to use the Deliverables in breach of clause B9; (d) continued supply would in Merqi's reasonable opinion expose Merqi to legal, regulatory or reputational risk or breach a third party's terms; or (e) the Client becomes insolvent or enters examinership, receivership, liquidation or any analogous process.

Effect of termination. Access to the Platform, alerts and future Deliverables ceases. Licences granted under B14.3 continue for Deliverables already received, for internal use only. Accrued Fees fall due immediately. Clauses expressed to survive do so.

Return and deletion. For thirty (30) days after termination, Merqi will on written request supply an export of Deliverables generated in the preceding twelve (12) months, in Merqi's standard format. After that period Merqi may delete Client Data, subject to clause B16 and to any legal retention obligation.

Fees are as stated on the Order Form. The standard structure is an initial fee covering setup and the first Subscription Month payable in advance, and a recurring monthly fee from the second Subscription Month payable in advance. Where the Client's actual scope exceeds a stated SKU or retailer threshold, the higher tier applies from the following Subscription Month.

Fees are non-refundable and are not contingent on the Client's use of the Deliverables, on any commercial outcome, or on the volume of data returned in any period.

Payment is due within fourteen (14) days of invoice, in euro, by bank transfer, without set-off, counterclaim, deduction or withholding.

Late payment. Overdue sums bear interest under the European Communities (Late Payment in Commercial Transactions) Regulations 2012 at the ECB main refinancing rate plus eight (8) percentage points, accruing daily from the due date, together with the statutory recovery compensation and Merqi's reasonable costs of recovery including legal fees. Merqi may suspend the Services while any sum is overdue, without liability.

Initial-period assurance. Where the Order Form states an initial-period assurance, it operates as follows and only as follows. If, by the end of the first Subscription Month, Merqi has not delivered a report identifying, for the products and retailers listed in the Service Description, which sellers are present, which seller holds the buy box or equivalent prominence, and where the Client's products are absent, the Client may notify Merqi in writing before the second Subscription Month is invoiced and terminate without further payment. This is the Client's sole and exclusive remedy in respect of the initial period. It is not a warranty as to the accuracy, completeness, usefulness or commercial value of that report. It lapses if notice is not given in time, and does not apply where delivery was affected by the Client's failure to provide information required under clause B6.

Tax. Fees are exclusive of VAT and all other taxes. Where Merqi is not registered for VAT, invoices are issued without VAT and the Client remains responsible for any tax arising in its own jurisdiction. For supplies to VAT-registered businesses in other EU Member States the reverse charge applies and the Client accounts for VAT in its Member State; the Client will supply a valid VAT identification number on request. If any withholding is required by law, the Client will gross up so that Merqi receives the full invoiced amount.

Price changes. Merqi may change Fees on thirty (30) days' written notice, effective from the following Subscription Month. The Client's remedy if it does not accept a change is to terminate under B4.2.

The Client will provide accurate and complete product catalogues, identifiers, reference prices, authorised-seller lists and other information reasonably required, keep them current, nominate a point of contact with authority, respond within a reasonable time to requests for clarification or verification, and use the Deliverables only as permitted.

Authorisations. Where the Services require Authorised Sources, the Client will obtain, maintain and evidence all necessary authorisations, credentials and approvals in its own name and procure that Merqi may access them for the purposes of the Services. Merqi does not warrant, and is not responsible for, the continued availability, functionality, terms or approval status of any Authorised Source, or for any consequence of its withdrawal, suspension or change. The Client is solely responsible for compliance with the terms governing its own accounts and API access.

Client Data warranties. The Client warrants that it has all rights necessary to supply the Client Data and grant the licence in B14.4; that the Client Data is accurate to the best of its knowledge and infringes no third-party right; that it contains no special category personal data or payment card data; and that supplying it breaches no obligation of confidence owed to a third party.

Client-supplied references. Where the Client supplies reference prices, recommended prices, authorised-seller lists or catalogue mappings, Merqi processes them as supplied. Merqi does not verify them and has no liability for outputs that are wrong because the inputs were wrong.

The Client is responsible for the security of its own systems, credentials and recipients, and for controlling internal distribution of the Deliverables.

No uptime, availability, response-time or delivery-time commitment is given. Alert timing, refresh frequency and report cadence are targets, not commitments. No service level agreement applies unless expressly set out in a signed Statement of Work.

Merqi may modify, replace, re-architect or discontinue any feature, data source, retailer adapter, alert type or output format at any time, provided the Services taken as a whole remain materially as described in the Service Description.

Dependence on third parties. The Services depend on Public Sources and Authorised Sources controlled by third parties. Those sources may change structure, restrict or block automated access, alter what they display, display different content to different visitors, become unavailable or cease to exist. Merqi has no control over this, gives no commitment that any source will remain accessible, and has no liability arising from the change, restriction, blocking, degradation or unavailability of any source. Merqi may substitute, reduce or remove coverage of any source, and the Client's sole remedy is termination under B4.2.

Merqi may suspend the Services for maintenance, security, upgrade or investigation, with notice where practicable, without liability.

Personnel. The Services are delivered by Merqi and by such subcontractors as Merqi engages, each bound by written confidentiality obligations no less protective than clause B15. Merqi remains responsible for its subcontractors' performance. No named individual is committed to the engagement and Merqi may substitute personnel.

The Client will not, and will not permit any third party to: (a) resell, sublicense, syndicate, publish or otherwise make the Deliverables or Observed Data available to any third party except as permitted by B14.3; (b) use them to build, train, benchmark or improve a competing product or service, or supply them to anyone who does; (c) reverse engineer, decompile or attempt to derive the Platform's methods, matching logic, ranking logic, thresholds or source list; (d) circumvent access controls or exceed the SKU, retailer, user or seat limits on the Order Form; (e) use the Services to harass, defame or unlawfully target any person or business; or (f) use the Services in breach of any law or of any third party's terms of service.

Merqi may monitor use for compliance and may suspend immediately on suspected breach.

Merqi supplies monitoring and reporting only. Observing, collecting and reporting on resale prices is lawful. Using that information to fix, impose, coerce, incentivise or enforce the resale prices of independent resellers is not, and may constitute a hardcore restriction of competition under Article 101 TFEU, Regulation (EU) 2022/720, the Competition Act 2002 and equivalent national law, exposing the Client to fines of up to 10% of worldwide turnover.

The Client warrants and undertakes that it will not use the Services, the Deliverables or any Observed Data to: (a) fix, impose or maintain a minimum or fixed resale price for any independent reseller or distributor; (b) threaten, penalise, delist, restrict supply to or otherwise retaliate against a reseller in order to influence that reseller's resale price; (c) operate any monitoring-and-sanction scheme having equivalent effect; (d) exchange competitively sensitive information with any actual or potential competitor; or (e) engage in any other conduct restricted under applicable competition law.

The Client is solely responsible for all decisions it takes on the basis of the Deliverables, including pricing, distribution and supply decisions, communications with resellers, enforcement action and legal proceedings. Merqi takes no part in those decisions, expresses no view on their legality, and is not a party to them.

The Client will obtain its own competition-law advice before using the Deliverables in any communication with, or decision affecting, a reseller or distributor.

Any description of the Services as designed to be compliance-safe, or any similar phrase in Merqi's marketing material, refers to the design of Merqi's own collection and reporting activity. It is not a representation about the lawfulness of the Client's use of the outputs.

Breach of this clause is a material breach incapable of remedy, entitling Merqi to terminate immediately under B4.3(b) without refund and to require the Client to cease use of all Deliverables.

Merqi collects Observed Data from Public Sources by automated means and from Authorised Sources under authorisations procured by the Client. Merqi determines its own collection methods and is not obliged to disclose them.

Merqi does not warrant that its collection activity complies with the terms of service of any third-party website. Where a source restricts, blocks or objects to collection, Merqi's sole obligation is to cease or modify collection from that source, and B7.3 governs the consequences.

The Client will not name Merqi, its methods or its sources in any communication with a marketplace, retailer, reseller, regulator, court or third party without Merqi's prior written consent, except where compelled by law and after giving Merqi as much notice as is lawfully possible.

Observational and point-in-time. Observed Data reflects what was visible from a particular vantage point at a particular moment. Marketplace listings, prices, buy-box holders, seller sets and availability change continuously and may have changed before the Client reads any Deliverable.

Sampled and incomplete. Collection is periodic and partial. Absence of a listing, seller or signal from a Deliverable does not mean it did not exist; presence does not mean it persists.

Derived by matching and inference. Products, listings, sellers and entities are associated using automated matching, heuristics and inference. Matching is probabilistic and produces both false positives and false negatives. Entity resolution — including association of a storefront with a legal entity, or of multiple storefronts with a single operator — is an inference drawn from available signals and is not a verified legal determination.

Vantage-dependent. Marketplace and retailer content, including prices, offers, availability and buy-box composition, may vary by geography, network, device, account, session and other factors outside Merqi's control. What Merqi observes may differ from what the Client, a consumer or a court observes.

Third-party origin. Observed Data originates from third parties. Merqi does not control it, cannot verify it at source, and is not responsible for its correctness, currency or completeness.

No warranty of accuracy. Save for the express undertaking in B11.7, Merqi gives no warranty, representation or guarantee, express or implied, as to the accuracy, completeness, currency, reliability, fitness for any particular purpose, evidential quality or commercial value of any Observed Data or Deliverable. Any accuracy figure, match rate, confidence level or quality statistic mentioned at any time is indicative and historical, and is not a warranty or service level.

Merqi's sole accuracy undertaking. Merqi will use reasonable skill and care in operating the Services, will flag rows it identifies as low-confidence, and, where the Client reports a specific identified error in writing, will investigate and correct it in a subsequent Deliverable within a reasonable time. This is the Client's sole and exclusive remedy for any inaccuracy, error, omission or defect in any Deliverable, of any kind and however caused.

No reliance without verification. The Client will independently verify any data point before relying on it for any decision, communication, negotiation, enforcement action or proceeding having consequences for the Client or any third party. The Client bears the entire risk of any decision taken in reliance on a Deliverable.

Nothing supplied by Merqi — Deliverables, dashboards, alerts, benchmarks, research, commentary, calls or correspondence — constitutes legal, competition-law, regulatory, tax, accounting, financial, investment or commercial advice, and none of it may be relied on as such.

Merqi is not a law firm and no relationship of solicitor and client arises.

The Client is responsible for obtaining its own professional advice.

Merqi may make available timestamped exports and records. Such exports record what Merqi's systems observed and when. Merqi gives no warranty that any export, record or Deliverable is admissible, sufficient, authentic, complete or persuasive as evidence in any proceeding, before any court, tribunal, regulator, arbitrator or marketplace dispute process, in any jurisdiction. Evidential requirements differ by forum and are matters for the Client's advisers.

Merqi is not the Client's expert witness and undertakes no obligation to act as one.

Assistance is discretionary and chargeable. If the Client requires witness statements, affidavits, certifications, custody records, methodological explanations, disclosure support, attendance or testimony, Merqi will consider the request at its discretion, subject to a separate written engagement, payment at Merqi's then-current professional rates, reimbursement of all costs, and an indemnity for Merqi's costs and exposure. Merqi is not obliged to accept.

Third-party disputes. Merqi is not a party to any dispute between the Client and any seller, reseller, distributor, marketplace, retailer or regulator, will not be joined to it, and has no obligation in relation to it beyond B13.3.

Where compelled by law to produce records relating to the Client, Merqi may comply, and will notify the Client where lawfully permitted.

Merqi owns the Platform. All intellectual property rights in the Platform — software, source code, architecture, data models, collection methods, matching and entity-resolution logic, ranking and scoring logic, quality thresholds, adapters, configurations, report templates, visual design, brand and documentation — are and remain the exclusive property of Merqi.

Developments belong to Merqi. All enhancements, features, adapters, alert types, exports, integrations and other developments created by Merqi, including those created at the Client's request, funded by the Client or specified by the Client, vest in Merqi absolutely on creation. The Client acknowledges that Merqi builds client requests as general capability and may make the same or similar functionality available to any other customer, including the Client's competitors, without restriction, notice, attribution or payment. Nothing in the Agreement operates as an assignment of intellectual property to the Client, and no exclusivity of any kind is granted. Where a Statement of Work is silent on ownership, this clause governs.

Licence to the Client. Merqi grants the Client a non-exclusive, non-transferable, non-sublicensable, revocable licence, during the term and thereafter for Deliverables already received, to use the Deliverables for the Client's own internal business purposes only. The Client may share Deliverables in confidence with its professional advisers, and on a need-to-know basis with its group companies, remaining responsible for their compliance. All other use — including publication, resale, syndication, marketing use and disclosure to resellers or marketplaces — requires Merqi's prior written consent, save as necessary for the Client's own lawful decisions under B9.3 and save where compelled by law.

Licence to Merqi. The Client grants Merqi a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit, analyse and display the Client Data for the purpose of providing and improving the Services and as permitted by clause B16.

Feedback. Any suggestion, feature request or idea the Client provides is given freely, may be used by Merqi without restriction or compensation, and confers no rights on the Client.

Neither party may use the other's name, logo or marks except as permitted by clause B22.

Each party will keep the other's Confidential Information confidential, use it only for the Agreement, and disclose it only to personnel and advisers who need it and are bound by equivalent obligations.

"Confidential Information" means non-public information disclosed by or on behalf of a party and identified as confidential, or which a reasonable business person would treat as confidential. Merqi's Confidential Information expressly includes the Platform, its methods, matching and ranking logic, quality thresholds, source list, infrastructure arrangements, non-published pricing and roadmap.

The obligations do not apply to information that is or becomes public without breach, was lawfully known before disclosure, is independently developed without use of the other's information, or is lawfully received from a third party.

Disclosure compelled by law or by a regulator is permitted, with prior notice where lawful and limited to what is required.

These obligations survive for five (5) years after termination, and indefinitely in respect of anything constituting a trade secret.

Merqi may collect, retain and use Observed Data, usage data and data derived from operating the Services, in aggregated and anonymised form, without limit in time, in order to operate, develop, benchmark, train, improve and market the Services and to produce research, category studies, benchmarks and other published material.

Merqi will not identify the Client, its brands, its products, its sellers or its figures in any such published material without the Client's prior written consent, and will publish at a level of aggregation from which the Client cannot reasonably be identified.

This right survives termination. Aggregated and anonymised data is not Client Confidential Information and is not subject to deletion under B4.5.

Each party will comply with Regulation (EU) 2016/679 and the Data Protection Act 2018.

Roles. In respect of personal data contained in Client Data, Merqi acts as processor and the Client as controller, and the DPA applies. In respect of Observed Data collected by Merqi from Public Sources — which may include personal data relating to individual sellers, sole traders and named contacts — Merqi acts as an independent controller, determining its own purposes and means and responsible for its own lawful basis and transparency obligations. The parties are not joint controllers.

The Client warrants that it has a valid lawful basis, and all necessary notices and, where required, consents, for the supply of Client Data to Merqi and its processing under the Agreement.

Sub-processors may be engaged as set out in the DPA. Merqi will give notice of material changes, and the Client's sole remedy on reasonable objection is termination under B4.2.

Each party is responsible for its own processing. Neither party is liable for the other's breach of data protection law, and any liability of Merqi under this clause is subject to clause B20.

Merqi warrants that it will provide the Services with reasonable skill, care and diligence in accordance with generally accepted practice.

To the fullest extent permitted by law, all other warranties, conditions, terms, representations and undertakings, express or implied by statute, common law, custom, trade usage or otherwise, are excluded, including any implied by sections 39 and 40 of the Sale of Goods and Supply of Services Act 1980, and any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, uninterrupted or error-free operation, or non-infringement.

The Client confirms that clauses B11, B12, B13, B18, B19 and B20 were specifically drawn to its attention before it entered into the Agreement, that it has read and understood them, that it had the opportunity to take independent legal advice, and that in light of the Fees charged and the risks allocated it considers them fair and reasonable.

The Client confirms that it has not relied on any statement, representation, assurance, sample, demonstration, snapshot, projection or warranty not expressly set out in the Agreement, and that its only remedies in respect of any such statement are those in the Agreement. Nothing in this clause limits liability for fraudulent misrepresentation.

The Client will indemnify, defend and hold harmless Merqi and its personnel, contractors and subcontractors against all claims, demands, proceedings, investigations, fines, penalties, losses, damages, liabilities, costs and expenses (including legal costs on a full indemnity basis) arising out of or in connection with:

The indemnity is uncapped and survives termination. Merqi will notify the Client of any claim, allow the Client to conduct the defence where the Client confirms the indemnity in writing (provided no settlement admitting liability on Merqi's part or imposing an obligation on Merqi is made without Merqi's consent), and provide reasonable assistance at the Client's cost.

Nothing in the Agreement excludes or limits either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot lawfully be excluded or limited. Nothing limits the Client's obligation to pay Fees or its liability under clause B19.

Subject to B20.1, Merqi is not liable — whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, and even if foreseeable or advised of the possibility — for:

Subject to B20.1, Merqi is not liable for loss arising from or in connection with: (a) inaccuracy, incompleteness, error, omission, mismatching, misattribution or delay in any Observed Data or Deliverable, B11.7 being the sole remedy; (b) any decision taken by the Client or a third party in reliance on a Deliverable; (c) the change, restriction, blocking, degradation, withdrawal or unavailability of any Public Source or Authorised Source; (d) failure, suspension or revocation of any authorisation, credential or API access; (e) Client Data or any reference, catalogue or authorised-seller list supplied by the Client; (f) the acts or omissions of any marketplace, retailer, reseller, seller, hosting provider, model provider or other third party; (g) use of the Deliverables in breach of clause B8, B9 or B14.3; or (h) any snapshot, sample, demonstration or report supplied free of charge or before the Start Date, in respect of which Merqi has no liability whatsoever save under B20.1.

Aggregate cap. Subject to B20.1, Merqi's total aggregate liability arising out of or in connection with the Agreement and the Services, whether in contract, tort, breach of statutory duty or otherwise, and whether in respect of one event or a series of connected events, is limited to the total Fees actually paid by the Client to Merqi in the twelve (12) months immediately preceding the first event giving rise to the liability. Where the Agreement has run for less than twelve months, the cap is the Fees actually paid to date. This is a single aggregate cap, not a per-claim cap, and it is not renewed by the passage of time.

Time bar. Any claim must be notified to Merqi in writing, with reasonable particulars, within twelve (12) months of the date on which the Client became, or ought reasonably to have become, aware of the circumstances giving rise to it, and proceedings must be issued within eighteen (18) months of that date. A claim not so notified and issued is waived and extinguished.

Claims against individuals. The Client will bring any claim arising out of the Services against Merqi as contracting party only, and not personally against any employee, contractor, subcontractor, agent or supplier of Merqi, each of whom may rely on this clause. This does not affect the Client's rights against Merqi itself.

Mitigation and contribution. The Client will take all reasonable steps to mitigate its loss. Merqi is not liable to the extent that loss is caused or increased by the Client's breach, negligence, delay, failure to verify under B11.8, failure to notify a known error, or failure to mitigate.

Reasonableness and severance. The parties agree that the exclusions and limitations in this clause are fair and reasonable having regard to the nature of the Services, the observational and third-party-dependent character of the data, the Fees charged, the Client's ability to verify, the availability of insurance to each party, and the fact that the Client is best placed to assess the consequences of its own commercial decisions. If any part of this clause is held unenforceable the remainder continues in full force, and any cap held unenforceable is to be replaced by the highest enforceable cap.

Each party will maintain insurance appropriate to its business. Merqi's insurance position does not increase the cap in B20.4.

Neither party is liable for failure or delay in performance, other than payment, caused by events beyond its reasonable control, including act of God, war, terrorism, civil unrest, epidemic, government or regulatory action, sanctions, industrial action, failure of utilities, internet, hosting, cloud or telecommunications infrastructure, cyber attack, denial of service, and the act or omission of any third-party marketplace, retailer, registry, model provider or data source, including access restriction and blocking.

If the event continues for more than thirty (30) days, either party may terminate on written notice without liability.

Neither party may use the other's name, logo or marks in marketing without prior written consent, save that Merqi may include the Client in a factual list of customers where the Client has consented in writing, which consent the Client may withdraw on thirty (30) days' notice in respect of future use.

Any case study, quotation, screenshot or figure relating to the Client requires the Client's prior written approval, which once given is irrevocable in respect of materials already published.

During the term and for twelve (12) months afterwards, the Client will not directly or indirectly solicit for employment or engagement any individual engaged by Merqi in providing the Services, except through a general public advertisement not targeted at that individual. Breach entitles Merqi to a fee equal to fifty per cent (50%) of that individual's first-year remuneration, which the parties agree is a genuine pre-estimate of loss.

Assignment. The Client may not assign, novate, charge or otherwise transfer the Agreement without Merqi's prior written consent. Merqi may assign or novate the Agreement in whole or part, including on any group reorganisation or on any sale of its business, shares or assets, on written notice, and the Client consents in advance to such transfer.

Subcontracting. Merqi may subcontract any part of the Services, remaining responsible for their performance.

Variation. Merqi may amend these Service Terms on thirty (30) days' written notice, effective from the following Subscription Month; the Client's remedy if it does not accept is termination under B4.2, and continued use after the effective date is acceptance. Variation of the Order Form requires written agreement.

Notices must be in writing to the addresses on the Order Form and are deemed received on delivery or, for email, at the time of transmission during business hours. Notices of termination, breach or claim must additionally be sent by registered post.

Entire agreement. The Agreement is the entire agreement between the parties and supersedes all prior representations, understandings and agreements.

Severance. If any provision is held invalid or unenforceable it is to be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed; the remainder continues in force.

No waiver. No failure or delay in exercising a right is a waiver of it.

No partnership. Nothing creates a partnership, joint venture, agency or employment relationship, and neither party may bind the other.

Third parties. Save for B19.1 and B20.6, which are enforceable by Merqi's personnel, contractors and subcontractors, no person who is not a party may enforce any term.

Counterparts. The Agreement may be executed in counterparts and by electronic signature.

Survival. Clauses B4.4, B4.5, B5, B8, B9, B10.3, B11, B12, B13, B14, B15, B16, B17, B18, B19, B20, B22, B23 and B24, and clause B25, survive termination.

The Agreement, and any non-contractual obligation arising out of or in connection with it, is governed by the laws of Ireland.

The courts of Ireland have exclusive jurisdiction to settle any dispute arising out of or in connection with the Agreement. The Client irrevocably submits to that jurisdiction and waives any objection based on venue or forum non conveniens.

Nothing prevents either party from applying to any court of competent jurisdiction for interim or injunctive relief to protect confidential information or intellectual property.

Escalation. Before issuing proceedings, other than for injunctive relief or recovery of undisputed sums, the parties will attempt in good faith to resolve the dispute at senior level within twenty (20) business days of written notice.