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Terms of business

Schedule 1

The following terms of business apply to all engagements accepted by Taxkey. All work is carried out
under these terms except where changes are expressly agreed in writing.

3. Applicable law
3.1. This engagement letter and the attached schedules are governed by, and shall be construed
in accordance with Irish law. The courts of the Republic of Ireland will have exclusive
jurisdiction in relation to any claim, dispute or difference concerning this engagement letter
and any matter arising from it. Each party irrevocably waives any right to object to any action
being brought in those courts, to claim that the action has been brought in an inappropriate
forum, or to claim that those courts do not have jurisdiction.
4. Client identification and anti-money laundering and terrorist financing reporting
3.2. As with other professional services firms, we are required to identify our clients for the
purposes of the Republic of Ireland anti-money laundering legislation. We may request from
you, and retain, such information and documentation as we require for these purposes
and/or make searches of appropriate databases. If we are not able to obtain satisfactory
evidence of your identity, we may not be able to proceed with the engagement. Set our
below is a list of documents which must be provided to Taxkey by you in respect of each of
the beneficial owners of the company. Should the ownership of the Company change during
the course of the Agreement, you agree to inform Taxkey of this fact.
One type of certified photo ID & One type of proof of address(dated within 6
Current Passport or Driving Licence Cable/ Satellite Bill
Current European National Identity Card Current Financial Institution Statement
Current form ML10 (dated within last 3 months) Insurance Documents
Household Utility Bill
Motor Tax Certificate
Revenue Commissioners documentation

3.3. Auditors, external accountants and tax advisers are designated persons under the Criminal
Justice (Money Laundering and Terrorist Financing) Acts 2010 to 2018 and, as such, partners
and staff in such firms must comply with this legislation which includes provisions that may
require us to make a money laundering disclosure in relation to information we obtain as
part of our normal audit, accounting or taxation work. We are prevented from informing you
when such a disclosure is made or the reasons for it because of the restrictions imposed by
the “tipping off” provisions of the legislation.
3.4. When we engage with Accountancy Practices, we shall rely on the fact that we assume you
are a designated body under the EU/ national legislation to carry out identity checks and that
you have in fact carried out the necessary anti-money laundering checks on your clients as a
“relevant third party” as defined by S. 40 Criminal Justice (Money Laundering and Terrorist
Financing) Act 2010. It is a condition of the Agreement that you have complied with all anti-
money laundering obligations with respect to any client matter(s) referred to Taxkey, and
that you will continue to monitor your clients for this purpose. It is also a condition of the
Agreement that the Declaration of Reliance Form is completed and returned by you along
with this signed Agreement. It is a further condition of the Agreement that you will notify us
immediately should you cease to have a business relationship with the relevant client and
that you will advise if such cessation arises out of concerns and / or suspicions with regard to
money laundering and /or terrorist financing.
5. Other reporting obligations
3.5. We have a duty under Section 59 of the Criminal Justice (Theft and Fraud Offences) Act 2001
to report to the Garda Síochána in circumstances where information or documents indicate
that certain offences under that Act may have been committed by a client, its management
or employees.
3.6. Under the Criminal Justice Act 2011, we also have a duty to report certain offences, set out in
the schedules to that Act, to An Garda Síochána.
3.7. Irish taxation legislation provides that certain transactions, designed to give a taxpayer a tax
advantage which do not rely on ordinary tax planning, should in certain cases be disclosed to
the Irish Revenue. This reporting obligation is directed mainly at professional advisers such as
Taxkey. Should we form the point of view that advice furnished by us on your behalf required
disclosure to Revenue, we will make this disclosure as appropriate and inform you of this
disclosure. While we will seek to cooperate fully with you and your other advisers to ensure
consistency in the manner of disclosure by all persons, this firm will have the right to make a
disclosure to the Irish Revenue in the manner it sees fit and the principle of client
confidentiality is adjusted accordingly. Any steps taken to secure a tax benefit may be subject
to review by Revenue under the general anti-avoidance provision (S. 811 Taxes Consolidation
Act 1997). Taxkey is not in a position to guarantee that Revenue will not seek to re-
characterise transactions under this section. As a tax adviser, Taxkey, may be obliged to
report transactions which might enable a tax advantage to be secured under S. 817 (d-r)
Taxes Consolidation Act 1997
6. Client monies
3.8. We do not hold monies on behalf of clients.

7. Non-investment business commissions or other benefits
3.9. In some circumstances we may receive commissions or other benefits for introductions to
other professionals or in respect of transactions which we arrange for you. If this happens,
we shall notify you of the existence and amount of the commission as soon as possible after
these become known to us. You hereby give consent to our retaining this commission [and
this will be taken into account in computing our fees.] We will notify you in writing of the
amount and terms of payment and receipt of any such commissions or benefits.
8. Confidentiality
3.10. Taxkey is committed to client confidentiality. We will keep confidential all information
(whether provided orally, in writing or in any other form) which you will provide us for the
purposes of the Agreement except where we are required to disclose that information by
law, by our insurers, or by ethical or other professional regulations relevant to our
engagement. We will, however, be free to use any skills, know-how or methodologies
employed in performing the Service. You will keep confidential any know-how,
methodologies or technology used by us to carry out the Services.
3.11. Our advice to you may not be copied, referred to or disclosed by you without our prior
consent other than to your other advisers in connection with their advice to you. The services
given will be delivered on the basis that you will not quote our name or reproduce our logo in
any form or medium without our prior written consent.
3.12. We will obtain your permission in advance before publishing work undertaken on your
3.13. All reports, advice and/ or other services provided by us to you are provided solely for your
use and for the specific purposes set out in the Agreement. Save as expressly agreed to the
contrary with us, they should not be disclosed or provided to any third party without our
prior written consent. In the absence of such consent and an express assumption of
responsibility, no responsibility whatsoever is accepted by us for any consequences arising
from any reliance upon our work by any person other than person to whom our engagement
letter is addressed.
3.14. When we deal with and store files offsite whether electronic or hard copy, we will take all
reasonable steps to ensure that we keep your information confidential. When you engage us
to advise you and furnish us sensitive data such as your PPSN you are giving us permission to
retain such information.
3.15. Taxkey will not release confidential client information without prior client consent, unless
legally obliged to do so. However, in the normal course of running a taxation practice, we
must give access to bodies with legal powers such as the Revenue Commissioners. The firm
has statutory reporting obligations in relation to tax evasion, tax avoidance and anti-money
laundering with which it must comply without advising the client of specific reporting of their

3.16. The provision in this section restricting disclosure of confidential information shall not apply
to any information which:
a) Is or become public knowledge other than as a consequence of breach of the Agreement;
b) Is already in the possession of other party without restriction before the date of receipt from
the disclosing party; or
c) Is required to be disclosed by any applicable law, regulatory authority or order of a court of
competent jurisdiction or enforceable request of any recognised stock exchange or other
competent authority (including the Revenue Commissioners), provided that such disclosure
is limited to the minimum necessary to comply with such disclosure obligation.
You agree that it will be sufficient compliance with our duty of confidentiality for us to take such
steps as we in good faith think fit to preserve confidential information both during and after
termination of this Agreement.
9. Conflicts of interest
3.17. We are not aware of any conflict of interest which would prevent us from accepting this
assignment. However, if we become aware of any conflict of interest in our relationship with
you or in our relationship with you and another client, we will inform you, unless we are
unable to do so because of our confidentiality obligations. If a conflict arises, we have
safeguards that can be implemented to protect the interests of different clients. If conflicts
are identified which cannot be managed in a way that protects your interests, we will decline
the engagement to provide such services.
3.18. If there is a conflict of interest that is capable of being addressed successfully by the adoption
of suitable safeguards to protect your interests, we will adopt those safeguards. In resolving
the conflict, we shall follow the Institute’s Code of Ethics, which can be viewed at
Regulations/Ethics. During and after our engagement, you agree that we reserve the right to
act for other clients whose interests are or may compete with or be adverse to those of the
company, subject to our obligations of confidentiality and the safeguards set out in the above
paragraph on confidentiality.
10. Data Protection
3.19. In these Data Protection Clauses the following terms have the following meanings:
 “Client Data” means all Personal Data which is Processed by Taxkey in connection with
the engagement as set out in the Engagement Letter;
 “Data Protection Legislation”: all applicable data protection and privacy legislation in
force from time to time in Ireland including the Data Protection Acts 1988 to 2018, the
European Communities (Electronic Communications Networks & Services) (Privacy &
Electronic Communications) Regulations 2011, the General Data Protection Regulation
(Regulation (EU) 2016/679), the EU ePrivacy Directive 2002/58/EC (as amended), any
successor or replacement to those laws (including, when it comes into force, the
successor to the ePrivacy Directive).
 All other capitalised terms have the meaning given to those terms in Data Protection

3.20. The Client and Taxkey shall each ensure that they comply at all times with their obligations
under applicable Data Protection Legislation. This Clause 8 is in addition to, and does not
relieve, remove or replace, a party's obligations or rights under the Data Protection
3.21. Data Controller
3.21.1. Where Taxkey acts as data controller for its own purposes, including in the performance
of this engagement, administration and billing purposes, business development purposes,
and/or compliance with its legal obligations, Taxkey will manage personal data in
accordance with the privacy policy on our website. This may include sharing Client Data
with its associated entities and third party service providers, where necessary or
incidental to performing this engagement. Taxkey collects and processes this Client Data
in accordance with applicable Data Protection Legislation.
3.21.2. Where Taxkey acts as data controller in relation to any Client Data shared by the
Company, the Company will be solely responsible for providing affected data subjects all
relevant information, as required to ensure Taxkey’s fair processing of the Client Data.
3.22. Data Processor
3.22.1. The parties acknowledge that where Taxkey acts as the Company’s data processor, Taxkey
processes Client Data on the Company’s behalf.
3.22.2. The Company warrants that it has all necessary appropriate consents and notices in place
to enable lawful transfer of the personal data to Taxkey for the duration and purposes of
the engagement.
3.22.3. Taxkey shall, in relation to any Client Data processed in connection with the performance
of its obligations under the engagement:
3.22.4. (a) process that personal data only on the instructions of the Company , unless otherwise

required to do so by applicable law;
(b) ensure that it has in place appropriate technical and organisational measures, to
protect Client Data against unauthorised or unlawful processing of personal data and
against accidental loss or destruction of, or damage to, Client Data, appropriate to the
nature of the data to be protected, having regard to the state of technological
development and the cost of implementing any measures;
(c) ensure that all personnel who have access to and/or process Client Data are obliged to
keep the personal data confidential;
(d) not transfer any personal data outside of the European Economic Area unless Taxkey
complies with its obligations under the Data Protection Legislation by ensuring an
adequate level of protection to any personal data that is transferred;
(e) assist the Company, at the Company's cost, in responding to any request from a data
subject and in ensuring compliance with its obligations under the Data Protection
Legislation with respect to security, breach notifications, impact assessments and
consultations with supervisory authorities or regulators;
(f) notify the Company without undue delay on becoming aware of a personal data

(g) at the written direction of the Company, delete or return Client Data and copies
thereof to the Company on termination of the agreement unless required by
applicable Irish or European law (including under our regulatory obligations) to store
the Client Data; and
(h) maintain complete and accurate records and information to demonstrate its
compliance with this Clause 8 and inform the Company as soon as is reasonably
possible if, in the opinion of Taxkey, an instruction infringes the Data Protection

8.5 The client hereby authorises Taxkey to engage sub-processors for the Processing of Client Data.
Taxkey shall inform the Client of any intended changes concerning the addition or replacement
of sub-processors, and give the Client the opportunity to object to such changes. Where Taxkey
engages a sub-processor for the Processing of Client Data, Taxkey shall ensure that the sub-
processor is subject to the same obligations which Taxkey has under these Data Protection
Clauses, pursuant to a written contract.
8.6 A description of personal data being processed is set out at Schedule 2 to this engagement
11. Electronic and other communication
3.23. Unless you instruct us otherwise, we may, if appropriate, communicate with you and with
third parties by email or other electronic means. It is the responsibility of the recipient to
carry out virus checks on any emails and any attachments received.
3.24. We cannot guarantee the security of emails or when they will arrive. We are not responsible
for any loss or damage caused by emails arriving late, or loss or damage caused by email
security being compromised.
12. Fees and payment terms
3.25. Our fees may depend, not only upon the time spent on your affairs and the level of skill and
responsibility involved, but also on the level of risk identified and on the importance and
value of the advice we provide.
3.26. We may provide you with an estimate of our fees for the provision of specific services.
Should the fee increase due to the work taking longer than expected or additional advice
being required, we will agree amended fees with you before completing the work. Otherwise,
our fees will be calculated on the basis €175 per hour plus VAT.
3.27. Advice delivered through our Retainer Service for Accountancy Practices where consultancy
time is purchased upfront in blocks of 5 or 10 hours, the reduced hourly rate applicable is
€150 per hour plus VAT.
3.28. If requested, we may indicate a fixed fee for the provision of specific services or an indicative
range of fees for a particular assignment. We will not normally estimate fixed fees for more
than a year in advance, as these may need to be reviewed in the light of events. If it becomes

apparent to us that, due to unforeseen circumstances, a fee quote is no longer adequate or
appropriate, we will notify you of a revised figure or range and to seek your agreement
3.29. We will usually bill in respect of each main class of work or prior to the commencement of a
body of work (usually 50%). All fees are due for payment on presentation. Generally the
balance is payable on completion of the advice. However, where the engagement continues
for longer than 2 months an interim fee will be issued every 2 months for time incurred in
excess of the time paid for by the deposit or previous interim payments.
3.30. Our fees are exclusive of VAT, which will be added where it is chargeable. Any disbursements
we incur on your behalf, and out of pocket expenses incurred during the course of carrying
out our work, will be added to our fees where appropriate.
3.31. Unless otherwise agreed to the contrary, our fees do not include the costs of any third party,
counsel, external special tax consultant or other third party professional fees. If these costs
are incurred to fulfil our engagement, such necessary additional charges may be payable by
3.32. We reserve the right to charge interest on late paid invoices at the rate of 8% above base
3.33. Unless otherwise agreed in writing, all fees due must be paid upon receipt of the invoice. All
fees must be paid by EFT or via the pay online section of our website.
3.34. If the company is unable or unwilling to settle our fees, we reserve the right to seek payment
from any individual or group company which is a party to the engagement, and we shall be
entitled to enforce any sums due against such group company or individual.
3.35. You will be responsible for any fees which we incur arising from our reporting obligations
under the Companies Act 2014; Criminal Justice (Theft and Fraud Offences) Act 2001;
Criminal Justice Act 2011; Criminal Justice Act 2013 or the Taxes Consolidation Act 1997.
13. Quality of service
3.36. We will carry out the agreed instructions promptly and in a confidential and friendly manner
in accordance with the principles of integrity, objectivity, professional competence,
confidentiality and due care set out in the codes of practice of the Irish Taxation Institute and
Chartered Accountants Ireland.
3.37. Good communication between you and us will guarantee the best outcome and you should
please phone us, without delay, if you are unhappy with our service or wish to talk to us
about how we could improve our service to you. However, if you still have a worry or
complaint about any aspect of our service, we would like to hear from you formally and
hopefully we will be able to resolve your concerns. In such a case you should contact Mairead
Hennessy in writing outlining the nature of your concern or complaint and we will investigate
the matter without delay and seek to address your concern or complaint. We want to ensure
that your affairs are handled in the most efficient way possible. We undertake to look into
any complaint you have carefully and promptly, and to do all we can to explain the position

to you. If we do not answer your complaint to your satisfaction, you may of course take the
matter up with the Chartered Accountants Ireland (www.charteredaccountants.ie).

3.38. You agree that you will not take action or commence any proceedings against us without first
addressing your complaint to us.

3.39. We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.

14. Intellectual property rights and use of our name
3.39. We retain all intellectual property rights in any document or other materials prepared by us
during the course of carrying out the engagement.
3.40. You are not permitted to use our name or trademarks in any statement or document you
may issue unless our prior written consent has been obtained, except where such statements
or documents are required to be made public in accordance with applicable law.
15. Severability
3.41. If any provision (or part of a provision) of this engagement letter is found by any court or
administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the
other provisions shall remain in force. If any invalid, unenforceable or illegal provision would
be valid, enforceable or legal if some part of it were deleted, the provision shall apply with
whatever modification is necessary to give effect to the commercial intention of the parties.
16. Internal disputes within the Company
3.42. If we become aware of a dispute between the directors, shareholders or other parties
connected with the ownership and management of the Company, the directors acknowledge
that our client is the Company and we will not provide information or services to one party
without the express knowledge and permission of all parties. Unless otherwise agreed by all
parties, we will continue to supply information to the registered office for the attention of
the directors. If conflicting advice, information or instructions are received from different
directors in the business, we will refer the matter back to the board of directors and take no
further action until the board has agreed the action to be taken.
17. Limitation of liability
3.43. Taxkey provides Irish taxation advice only and does not advise on legal matters or on foreign
taxation issues.
3.44. Unless specifically agreed in writing, Taxkey will not be obliged to inform you of any legal or
taxation changes in the future and there should be no expectation from you that the firm will
maintain a “watching brief” for you in connection with advices given from time to time.
Should the firm contact you specifically or generally in relation to developments in the law or
taxation practice, such contact shall not alter the general limitation above.
3.45. Tax law can be ambiguous and open to more than one interpretation, and is frequently
subject to change as a result of new laws (both Irish and EU), decisions of the Irish Courts,

and changes in Revenue practice. There is a risk that Revenue and/or the Courts might, on
future occasions, disagree with the interpretation placed on legislation by Taxkey, and it
should be noted that Taxkey is not in a position to guarantee that its interpretation of tax law
will be accepted by Revenue or the Courts.
3.46. We will endeavour to carry out the Services asked of us with reasonable skill and care. Unless
otherwise agreed with you in advance in writing, our liability to you arising out of, or in
connection with, our engagement (whether for breach of contract or of statutory duty,
negligence, or otherwise) will be limited to three times the value of the fees received for the
work in question.
3.47. Nothing in these terms shall limit our liability to you for fraud or fraudulent concealment or
the extent that, under the applicable law, liability may not be limited.
18. Termination of engagement
3.48. Neither party to this Agreement shall be liable in any way for failure to perform, nor delay in
performing, its obligations under the Terms if the failure or delay is due to a cause outside
the reasonable control of the party that has failed to perform. In the event of any such
occurrence, that party must notify the other as soon as reasonably practicable and that other
party will have the option of immediately suspending or terminating this Agreement.
3.49. In the event that either party is in material or persistent breach of any of the Terms the other
party may terminate the Agreement if, upon the expiry of the 14 days after serving a written
notice on the party in default specifying any such breach, steps have not been taken to
remedy the breach to the satisfaction of the party not in default.
3.50. In the event that the one party compounds with or negotiates with its creditors or allows any
judgement against it to remain unsatisfied for seven days or calls any meeting of its creditors
or has a receiver of all or any of its assets appointed or enters into any liquidation, the other
party may terminate the agreement immediately by written notice.
3.51. Subject to the following, either party may give 21 days notice of termination to the other
party in writing. We shall be entitled to charge, and be paid, for Services rendered pursuant
to the Agreement up to the date of termination, including expenses and disbursements
reasonably incurred up to that time and the termination of the Agreement shall not operate
to affect any provisions which either expressly (or by implication) survive such termination.
19. Professional rules and statutory obligations
3.52. We will observe and act in accordance with the Bye-laws and Regulations and Code of Ethics
of the Institute and will accept instructions to act for you on this basis. [In particular you give
us the authority to correct errors made by Revenue if we become aware of them.] We will
not be liable for any loss, damage or cost arising from our compliance with statutory or
regulatory obligations. You can see copies of these requirements in our offices. The
requirements are also available online at https://www.charteredaccountants.ie/Professional-

20. Reliance on advice
3.53. Our advice is limited to the scope of the instructions given by you to us. Further, our advice is
given in reliance on information provided by you. Therefore, it is important that we receive
clear, accurate and timely instructions from you. It is also important that we receive all the
documentation and information that are relevant to the particular case for which you wish to
receive advice. This applies on an ongoing basis as the matter develops. You must notify us
promptly if any information provided by you is rendered untrue, unfair or misleading. If
required, you must take all necessary steps to correct any communication or document
issued which contains, refers to or is based upon such information.
3.54. As tax advice is complex, Taxkey suggests that formal written advice be secured in all cases.
Any comments made in meetings or discussions are on an informal basis. As these enquiries
may involve an immediate answer to a complicated problem in respect of which we may not
have received full and accurate information, we shall have no liability to you in contract or
tort for our answers. You should neither act nor refrain from acting on the basis of such
answers unless they are confirmed in writing by Taxkey. It is the responsibility of the Client to
secure written advice before taking any steps.
3.55. If Taxkey restates background information in a letter or report, it is the Client’s responsibility
to review the information for accuracy and to draw any inaccuracy to our attention, in case it
has any impact on the taxation advice. In addition to this, if any assumptions are identified in
the tax advice provided (in the main advice letter (including any appendix thereto) or advice
email), it is the Client’s responsibility to revert if any assumptions are not accurate. Taxkey
will not be liable for any such loss or expense arising if advice that has been given on the
basis of any assumption, clearly identified as such, is not accurate because the underlying
assumption is incorrect.

3.56. Where we provide you with draft reports, letters and documents for consideration by you
these will not constitute Taxkey’s definitive view or conclusions which will be contained
solely in the Practice’s final report.
3.57. Any reports, letters, emails and other advice provided to the Client are for the Client’s
information only, and are limited to the matter in question. Such advice should not be relied
upon by any other person or for any other transaction. In addition to this, advice should not
be published or referred to in any other document without prior permission from Taxkey.
4. Indemnities
19.1 You agree to indemnify us:
a) Against any and all losses, claims, costs, expenses, actions, demands, damages, liabilities or
any other proceedings, incurred or suffered by us, including in respect of any claim by a third
party (whether in contract, tort, or otherwise), arising from any breach by you or your
obligations under this Agreement or by reason of any action we take in good faith;

b) Against any and all losses, claims, costs, expenses, actions, demands, damages, liabilities and
any other proceedings, incurred or suffered by us in respect of any claim by a third party
(whether in contract, tort, or otherwise) from your use of our work product; and
c) From any liabilities we may have to you or any third party as a result of reliance by us on any
information provided by you or any of your representatives, which is false, misleading,
incorrect or incomplete or as a result of the failure to provide information which was
material information held in your possession or control.
19.2 The indemnities in this clause, will include all costs incurred by us in regard to such liability or
claim, including legal costs, the time of Taxkey personnel and the costs of any expert engaged by us
to assist in dealing with the claim or liability in any way.
21. Retention of papers
4.1. Taxkey’s practice is to retain documents relating to client assignments for six years after the
end of the year in which the relevant assignment occurred. After that time, all documents
and papers held may be destroyed without reference to the client, unless separate
arrangements have been agreed.
4.2. We will use and store data in electronic format where back up facilities may be located
outside Ireland. By instructing us you agree that we are not responsible for the loss of, or
corruption of, or unauthorised access to information by any off site/ cloud electronic storage
service that we use or operating system that we use on a day to day basis. We will endeavour
to make sure that the company(ies) we use is/are reputable and that our operating system
has up to date anti-virus protections in place.
22. Timing of our services
4.3. If you provide us with all information and explanations on a timely basis in accordance with
our requirements, we will plan to undertake the work within a reasonable period of time to
meet any regulatory deadlines as advised to us. Failure to complete our services before any
such regulatory deadline does not, of itself, mean that we are liable for any penalty or
additional costs arising.
5. Employees
5.1. Having regard to our interest in limiting the personal liability and exposure to litigation of our
members and employees, you agree not to bring any claims of any kind against any of our
members or employees personally in relation to the performance of the Services unless the
claim arises from the fraud, dishonesty or illegal acts of our members or employees (but this
will not exclude or limit the liability of Taxkey for the acts or omissions of its members or
employees performed within the scope of their authority or contract of employment as the
case may be).
6. Email marketing

6.1. We may contact you from time to time for marketing purposes and retain your name and
business email on GDPR compliant platforms such as mailchimp.
6.2. We may from time to time, send you tax bulletins and / or email notices on relevant tax
issues that we believe may be of interest to you. This information will note be deemed advice
specific to your business and therefore we recommend that specific advice be taken by you
prior to applying the information provided in the bulletins and / or email notices.
6.3. In compliance with GDPR, you are fully entitled, at any time, to withdraw consent you’re your
details to be used for marketing purposes.
7. Assignment
7.1. You shall not assign the whole or any part of the benefit or in any way transfer the
obligations contained in this Agreement, without obtaining our prior written consent.
8. Third Parties
8.1. No person other than the parties to this Agreement, their respective successors and
assignees, shall have a right to enforce any of the Terms of this Agreement, except to the
extent that the Terms expressly provide for such Act to apply to a particular term or terms.