EFFECT AND PRECEDENCE Clause Samples
The Effect and Precedence clause establishes the hierarchy and overriding power of the agreement or specific provisions within it compared to other related documents or prior agreements. In practice, this clause clarifies that if there is any conflict or inconsistency between the terms of this agreement and those of other referenced documents, the terms of this agreement will take priority. This ensures that all parties are clear about which terms govern their relationship, thereby preventing disputes over conflicting obligations or interpretations.
EFFECT AND PRECEDENCE. Except as provided in this Amendment, the Development and Supply Agreement shall remain in full force and effect. In the event of a conflict between the terms of this Amendment and the terms of the Development and Supply Agreement, the terms of this Amendment shall govern to the extent of such conflict. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
EFFECT AND PRECEDENCE. 2.1. This Data Processing Addendum shall come into force and effect from the “DPA Effective Date”, being either:
(a) where the terms of this Data Processing Addendum are incorporated into the Agreement by reference, the later of:
(i) 16 May 2022; or
(ii) the Effective Date of the Agreement (as defined therein); or
(b) 16 May 2022, where either:
(i) Bottomline’s Processing of Customer Personal Data is otherwise subject to a prior version of this Data Processing Addendum agreed between parties (including through any deemed acceptance mechanism provided for in such prior version); or
(ii) subject to Section 2.2 below, none of the foregoing provisions in Section 2.1(a) or Section 2.1(b)(i) apply and Customer continues to access or use the Relevant Service(s) (or any portion thereof), without having first notified Bottomline (by email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇) of Customer’s rejection of this Data Processing Addendum within fourteen (14) days of this Data Processing Addendum being notified to Customer (notwithstanding any ‘No Variation’, ‘Entire Agreement’ or similar provisions in the Agreement).
2.2. The deemed acceptance through continued use provision of Section 2.1(b)(ii) shall not apply to any Customer with whom Bottomline has (prior to 16 May 2022) separately agreed data processing terms otherwise than on the basis of a version of this online Data Processing Addendum.
2.3. With effect from the DPA Effective Date, this Data Processing Addendum:
(a) shall hereby be incorporated into, and shall form an effective part of, the Agreement; and
(b) will replace and disapply any previously applicable data processing agreement, addendum or similar and any other terms previously applicable to privacy, data processing, data security and/or otherwise relating to Bottomline’s Processing of Customer Personal Data (including any previous version of this Data Processing Addendum).
2.4. In the event of any conflict or inconsistency between this Data Processing Addendum and the Agreement, this Data Processing Addendum shall prevail.
EFFECT AND PRECEDENCE. 2.1. This Data Processing Addendum shall come into force and effect from the “DPA Effective Date”, being either:
(a) if Customer entered into the Agreement on or after 3rd April, 2019, the Effective Date of the Agreement (as defined there in); or
(b) if Customer entered into the Agreement before 3rd April, 2019, the date on which Customer accepts the terms of this Data Processing Addendum, either: (i) by notifying Bottomline of such acceptance of the terms of this Data Processing Addendum; or
(ii) by continuing to use the Relevant Services (or any portion thereof) without having first notified Bottomline (by email to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ ) of Customer’s rejection of this Data Processing Addendum within fourteen (14) days of its being notified to Customer, in which case deemed acceptance will occur immediately following such fourteen (14) day period.
2.2. With effect from the DPA Effective Date, this Data Processing Addendum:
(a) shall hereby be incorporated into, and shall form an effective part of, the Agreement; and
(b) will replace any previously applicable data processing agreement, addendum or similar and any other terms previously applicable to privacy, data processing, data security and/or otherwise relating to Bottomline’s Processing of Customer Personal Data.
2.3. In the event of any conflict or inconsistency between this Data Processing Addendum and the Agreement, this Data Processing Addendum shall prevail.