The www.ey.com/pl and www.blog.ey.pl/audytsledczy

WEBSITE TERMS & CONDITIONS

 

§ 1.   DEFINITIONS

  1. Free access – access to Website functionalities specified by the Service Provider, for which no payment is required.
  2. Form – the form for the registration of the Client and for entering into an Agreement with the Service Provider, available at www.ey.com/pl.
  3. Organizational Information – details relating to the given Service that are available at the www.ey.com/pl or www.blog.ey.pl/audytsledczy websites, such as, for example – if applicable – date, location, technical details necessary to perform the Service, method of payment, contact person, the EY company being the organizer, etc.
  4. Code of Conduct – The Code of Ethics of Tax Advisors, the Code of Professional Ethics of Statutory Auditors, the Code of Ethics of Barristers and the Code of Ethics of Legal Counsels.
  5. Account – Client’s account created during the process of registration on the Website for the purpose of performance of selected Services.
  6. Terms & Conditions – these Website regulations.
  7. Companies from the EY Group – companies from the global organization of Ernst & Young Global Limited member companies indicated at the address https://assets.ey.com/content/dam/ey-sites/ey-com/en_gl/generic/ey-member-firms-and-affiliates.pdf
  8. Website – the Service Provider’s website operating under the following addresses: www.ey.com/pl and www.blog.ey.pl/audytsledczy.
  9. Service – access to the Website and Website functionalities, including but not limited to, access to:
  • online training (webcasts and webinars);
  • training archive;
  • reports prepared by the Service Provider;
  • presentations prepared by the Service Provider;
  • the TAXówka newsletter;
  • tax calculators;
  • other newsletters and vertical websites.
  • training archive;
  • reports prepared by the Service Provider;
  • presentations prepared by the Service Provider;
  • the TAXówka newsletter;
  • tax calculators;
  • other newsletters and vertical websites.

10. Client – entrepreneur defined as a natural person, legal person and an organizational unit not being a legal person who has been granted legal capacity under a separate law, conducting business in its own name.

11. Service Provider – companies of the EY Poland Group whose full names and contact details are available at  www.ey.com/pl_pl/dane-spolek.

12. User – person indicated in the Form who, on behalf of the Client, has the right to use the Website.

§ 2. GENERAL PROVISIONS

  1. The Website is operated by the Service Provider. The Service Provider’s e-mail address is: ey.tax@pl.ey.com.
  2. The Website is operated based on the principles stated herein and the provisions of the applicable law.
  3. The Terms & Conditions determine the scope and type of the Services rendered electronically (free of charge and for consideration) by the Service Provider on the Website, the rules for the provision of such services as well as the complaint handling procedure.
  4. The Services offered by the Service Provider can only be used by the Clients. The Service Provider does not give consent for the use of the Services by consumers. Consumers shall use the Service at their own risk and responsibility.
  5. Clients willing to use the Website and the Services offered on it by the Service Provider are obliged to apply / to abide by the provisions of these Terms & Conditions.

§ 3. TERMS OF THE SERVICES RENDERED / TERMS OF BUSINESS

  1. The Service Provider enables the following via the Website:
  • registration of the Client on the Website,
  • use of the Website by the Client and by the User.

 2. The condition for the use of the Services by the Client with the Service Provider (?) is reading these Terms & Conditions and their acceptance                     without any modifications or objections.

3. On the Website, the Service Provider may provide marketing content of both the Service Provider and other entities, in forms permitted by the provisions of law.

4. The Service Provider shall determine the following technical requirements for the use of the Website:

  1. Computer with Internet access.
  2. Access to e-mail.
  3. The Internet browser.
  4. Enabling Cookies and JavaScript in the Internet browser.

5. The Client is aware that the Internet is of public nature and the use of the services rendered electronically may be subject to the risk of acquisition and modification of the Clients’ data by unauthorized persons; hence, Clients should apply proper technical measures to minimize such risks. Specifically, it is reasonable that Clients should use anti-virus programs.

6. The Service Provider shall make every effort to have the Website properly secured.

7. The Client understands that the content placed on the Website by the Service Provider is of general (informational) nature, is not of individual nature and must not be considered as provision of any advisory services. Therefore, the recommendations provided on the Website are solely indicative and the information included therein should not replace a detailed analysis of the issue or professional judgment. The Service Provider shall not be liable for any losses arising from actions taken or abandoned based on the issued recommendations. The Service Provider recommends that all issues related to the use of the Website be consulted with an appropriate advisor.

8. The Service Provider reserves the right not to provide the Services for entities competitive to the Service Provider as well as consumers who are not Clients.

§ 4. REGISTRATION

  1. The access to and use of the Website by the Client is free of charge. Only some Website functionalities specifically identified by the Service Provider are chargeable.
  2. The Client shall receive access to and the right to use the Website for an indefinite period.
  3. Registration shall take place in the following manner:
  • The Client shall accept these Terms & Conditions.

  • The Client shall provide the details required to use the Website in the registration Form.

4. The Client shall complete the registration Form in the following manner:

  • all the required fields in the Form should be completed,

  • the information entered in the Form should concern the Client or the persons acting on behalf of the Client and should be true to the facts, 

  • the Client or person acting on behalf of the Client should give consent for the processing of his or her personal data included in the Form for the purpose of performing the Service.

5. The Service Provider may control and verify the accuracy of the Client’s and User’s identification data included in the Form, which, however, does not mean that the Service Provider is obliged to do so.

6. The information and Services placed on the Website shall not constitute an offer within the meaning of Article 66¹ of the Civil Code. By registering on the Website and selecting the option for access to the Website the Client makes an offer to the Service Provider on the terms and conditions specified on the Website and in the Terms & Conditions.

§ 5. ACCOUNT

  1. The person indicated in the Form shall be the Account User.

  2. Only the person indicated in the Form can use the Account.

  3. The User shall be responsible for all actions related to the use of the password and login to the Account. The User is obliged to maintain strict confidentiality with respect to the password and login necessary to log in to the Account. Making the password and login to the Account available to anyone else is prohibited. The password and login represent confidential information, for the sole knowledge of the User. The User shall be responsible for the selection of a password ensuring the highest possible level of protection against its recovery by other persons or computer programs. It is advisable to change the password periodically (e.g. every 30 days).

  4. The User, when indicating the Username, must not pose as other Users, Clients or the Service Provider.

  5. The Account User may, on behalf of the Client, make declarations and incur liabilities on the Website operated by the Service Provider.  

  6. Messages relating to the use of the Account and the Website shall be sent to the e-mail address provided by the Service Provider in the Form. The Client and/or the Account User may change the address by deleting and entering appropriate data in the Account form. It should be verified whether the e-mail address provided to the Service Provider is up to date and correct.

  7. The Service Provider has the right to block the User’s Account where:

  • the User uses the Account in breach of the binding law and the provisions hereof,

  • the name of the Account is in breach of law, infringes third party rights protected by law, is contrary to the accepted principles of morality, including where it is an expression commonly recognized as offensive, or where the name of the Account suggests that the Account is used by the Service Provider, which can be misleading to other Clients.

8. The Service Provider shall notify the Client and/or the Account User, 2 days in advance, of the intention to block the Account, calling them to discontinue or remedy breaches or their effects within 2 days of receiving the call, and upon the ineffective lapse of that deadline, the Service Provider shall block the Account. The Service Provider has the right to block the Account immediately without previously notifying the Client and/or the Account User, if the Account User has breached absolutely binding provisions of law and it is obvious that it is impossible to remedy such breaches or their effects.

§ 6.   USE OF THE WEBSITE

  1. The Client’s access to Website functionalities is free of charge; however, certain Website functionalities indicated by the Service Provider may be chargeable. The Service Provider may, at any time, decide about whether any Website functionality is chargeable or free.

  2. To acquire access to the Services available on the Website, the Client must fill in the Form and accept these Terms & Conditions.

§ 7.  USE OF ONLINE TRAINING (WEBCASTS AND WEBINARS) AND THE ARCHIVE

  1. Training shall be held in the on-line form using the Internet.

  2. The request for participation in the training should be sent to the Service Provider using the online form available at www.ey.com/pl.

  3. The Service Provider reserves the right to refuse to accept Client’s participation in the training without providing the reason for such a refusal.

  4. In the event of cancellation of training, the Service Provider shall organize the training at another date indicated by the Service Provider, or shall annul it. The Service Provider reserves the right to modify the training program. Such acts of the Service Provider shall not provide a basis for raising any claims against the Service Provider.

  5. The Client is required to have an access line/ connection to the Internet with a minimum transmission speed of 1024/256 kb/s.

  6. It is recommended that, during the training, the Client’s access line/ connection should not be used by other users, which might lead to disruptions and difficulties in communication.

  7. The Client’s computer hardware must be equipped with an Internet browser of any kind and loudspeakers or headphones, and optionally with a microphone or headphones with a microphone.

  8. The Service Provider shall not be liable for incorrect configuration of the Client’s computer hardware.

  9. The Service Provider shall not be liable for instances where the Client fails to participate in the training due to any problems on the Client’s side.

  10. The Service Provider shall provide Clients with the possibility of retransmission of the trainings held through access to the training archive.

§ 8. USE OF REPORTS AND PRESENTATIONS

  1. On the Website, the Service Provider shall provide Clients with an opportunity to use the reports, presentations and other documents prepared by the Service Provider or other entities.

  2. The Service Provider shall make it possible for the the Client to download the reports, presentations and other documents.

  3. The use of the reports, presentations and other documents is only permitted for the internal purposes of the the Client (?). Specifically, it is prohibited to use, process, publish or make available the reports, presentations and other documents to other entities not being Clients without consent of the Service Provider. 

  4. The Service Provider shall not be liable for the contents of the data and information included in the reports, presentations and other documents, which have been derived from external sources. 

  5.  The Service Provider indicates that the data and information included in the reports, presentations and other documents are of informational nature and do not represent a legally binding, confirmed information.

  6. The Service Provider recommends that all the information and data included in the reports, presentations and other documents be consulted with the relevant advisor. 

  7. The Service Provider shall not be liable to the Client for the content included in the reports, presentations or other documents.

§ 9.    RULES FOR USING THE www.blog.ey.pl/audytsledczy WEBSITE

  1. Clients and Users may use the www.blog.ey.pl/audytsledczy website (“the Blog”) in order to read the content presented on the Blog, and may share information, comments and opinions.
  2. Clients and Users must not identify themselves with an expression that is commonly recognized as vulgar, or with a commercial or deliberately misleading indication.

  3. The Service Provider shall make it possible to present different views on the Blog as well as to hold a discussion on each topic described on the Blog. The Service Provider shall not verify the contents included therein for their truth or fairness, and thus it shall not interfere with the progress of the discussion.

  4. Including comments with no content is impermissible.

  5. The persons who include their statements on the Blog make their comments at their own responsibility. The Client and the User who includes his or her opinions shall be responsible for any claims raised by third parties for a breach of their rights.

  6. The Client and the User give consent for the inclusion of comments on all the pages of the websites operated by the Service Provider.

  7. The comments expressed by the Clients and Users of the Blog present solely their own opinions and do not reflect the opinion of the Service Provider.

  8. The provisions of these Terms & Conditions shall apply to any issues not regulated in this paragraph.

§ 10.  RIGHTS AND OBLIGATIONS OF THE CLIENT

  1. Each Client is obliged to use the Website in compliance with law and the accepted principles of morality, having in mind the respect for personal rights and intellectual property rights of third parties.

  2. The Client is obliged to enter data consistent with the factual and legal status.

  3. The Client undertakes not to convey any illegal content through the Website.

  4. The Client is obliged to read these Terms & Conditions.

  5. The Client is aware of the topics discussed on the Website and of the type and scope of the Services offered thereon.

  6. The Client is entitled to use the Website and Services solely for his/her internal use. The Client is not permitted to use the resources or functions of the Website or the Services to conduct activity that would infringe the interests of the Service Provider.

§ 11.  CHARGES AND METHODS OF PAYMENT

  1. The Website functionalities indicated by the Service Provider may be chargeable. The amount of the charges will be provided directly on the Website.

  2. The amount of the charge indicated on the Website is stated in the Polish zloty (PLN) and it is the net price, to which the VAT should be added (23%).

  3. The obligation to pay for the access to and use of the indicated Website functionalities shall be binding once the Client has demonstrated that he or she is willing (?) to use these functionalities.

  4. The Service Provider shall issue the Client with a VAT invoice that will be sent in electronic form, as defined by the provisions of the Act of March 11, 2004 on the Goods and Services Tax (consolidated text: Dz.U. 2011, No. 177, item 1054 as amended). Electronic invoices will be issued in the PDF format and will be delivered to the Client’s e-mail address, to which the Client consents. If the Client wishes to receive a VAT invoice in paper form, the Client shall submit such a request to the Service Provider at the following e-mail address: ey.tax@pl.ey.com.

  5. The Client shall make the payment by a money transfer to the Service Provider’s bank account indicated on the invoice or in the e-mail sent by the Service Provider. 

  6. The Client is obliged to pay for the Service within 7 days of the date of registration, by a money transfer to the bank account indicated in the Organizational Information relating to the given Service. After the payment has been recorded, the Service Provider will issue a VAT invoice and will send it to the Client.

  7. At an explicit request of the Client, the Service Provider may issue a proforma invoice. Such a request should be sent by an e-mail to the contact person indicated in the Organizational Information relating to the given Service.

§ 12.  COMPLAINT HANDLING PROCEDURE

  1. The Client shall have the right to submit complaints solely for chargeable Services if there is no access to the Website or if chargeable Services have not been performed by the Service Provider on a timely basis or with due care.

  2. The Client should submit complaints within 14 days of the date on which the Client had no access to the Website, or the date on which a chargeable Service was to be performed, to the following e-mail address: ey.tax@pl.ey.com.

  3. In the event of lapse of the aforementioned deadline, the Client’s right to submit a complaint shall expire.

  4. The Service Provider shall handle the Client’s complaint immediately, however not later than within 14 days of the date of delivery of the complaint. The Service Provider’s reply to the claim shall be sent to the e-mail address provided by the Client.

  5. In the description of the complaint, the Client is obliged to provide as much information as possible and the circumstances of non-performance or undue performance of the Agreement (?) by the Service Provider, in particular: Client’s data including contact details and other details necessary to handle the complaint.  

§ 13.  RIGHTS AND OBLIGATIONS OF THE SERVICE PROVIDER

  1. The Service shall be performed with due care by the Service Provider.

  2. The Service Provider’s liability shall be excluded in the event where:

  • the Client and/or the User act illegally,

  • the Client and/or the User have provided false data and information about themselves and information used to perform the Service.

3. The Service Provider has the right to refuse to provide access to the Website and Services to the given Client permanently or for a period determined by the Service Provider, in the event of:

  • providing incorrect or incomplete data and information,

  • suspected illegal use of the Website by the Client and/or User, or use of the Website contrary to these Terms & Conditions,

  • lack of payment for chargeable Services,

  • other significant reasons which make the rendering of Services by the Service Provider impossible, and of which the Service Provider will be informed. In the cases described above, the Service Provider shall not be obliged to return the charges paid by the Client, if such charges have been paid.

4. The Service Provider reserves the right to choose and modify the type, form, time and method of providing access to the Website and Services, and shall communicate these to the Clients in the manner appropriate for an amendment to the Terms & Conditions.

5. The Service Provider has the right to interruptions or disruptions in the provision of Services in electronic form and in providing access to the Website if the reason is:     

  • modernization, modification, maintenance or development of an ICT system or software of the Service Provider;

  • activities of third parties independent of the Service Provider, including force majeure.

6. The Service Provider shall not be liable for the inability to use or difficulties in the use of the Website arising from reasons attributable to the Client. 

7. The Service Provider has the right to close the Website at any time and to discontinue the provision of Services.  

§ 14.  RESPONSIBILITY OF THE SERVICE PROVIDER

  1. Neither the Client nor any other persons for whom the Services are rendered may demand from the Service Provider, based on an agreement, a statute or on any other basis, compensation for lost benefits or consequential, incidental or indirect damages related to claims arising from this Agreement, including the use of the Website, or otherwise related to the Services provided by the Service Provider, irrespective of whether the probability of incurring such a loss or damage has been expected or not.

  2. Neither the Client nor any other persons for whom chargeable Services are rendered may demand from the Service Provider, based on an agreement, a statute or on any other basis, compensation with a total amount exceeding twice the amount of the fee paid for a chargeable Service.

  3. The Service Provider’s responsibility towards the Client for free Services offered on the Website is excluded.

  4. In the event where the Service Provider is responsible towards the Client or towards any other persons for whom chargeable Services are rendered, based on this Agreement or on any other basis in connection with the Services provided by the Services Provider, for a loss or damage to the occurrence of which also other persons have contributed, the Service Provider’s responsibility towards the Client shall be individual and not joint and several with such other persons, and shall be limited to the fair share of the Service Provider in the total loss or damage, determined based on the degree to which the Service Provider has contributed to the occurrence of the loss or damage in relation to the other persons who have contributed to such loss or damage.

  5. The reservations included in paragraphs 1 - 3 shall not apply to losses or damages resulting from a willful misconduct of the Service Provider, nor shall they apply to the extent they are impermissible in the light of the applicable legal regulations.

  6. The Client shall not raise any claims or institute proceedings related to the Services or otherwise related to this Agreement against any other EY Firm or against subcontractors, members, shareholders, directors, agents, partners, executives or employees of EY or an EY Firm (“EY Persons”). Any claims or proceedings may be raised or instituted by the Client solely against the Service Provider.

  7. To the fullest extent permitted by law and professional regulations, the Client shall indemnify and hold harmless the Service Provider against any claims of third parties and the resulting liabilities, losses, damages, costs and expenses arising from an unauthorized access to the Website by such a third party, or due to the third party’s use of or reliance on the content included on the Website, disclosed to such a party by the Client, through the intermediation of the Client or at the Client’s request.

§ 15.  CONFIDENTIALITY

  1. Unless permitted by other provisions hereof, none of the Parties may disclose the other Party’s trade secrets to any third parties. However, each Party may disclose such information to the extent that the information:
  • is or has become known to the public otherwise than as a result of a breach of the provisions hereof,

  • has been subsequently obtained by its recipient from a third party which, to the recipient’s knowledge, is not obliged to keep confidence with respect to such information in relation to the disclosing party,

  • had been known to the recipient of such information at the moment of their disclosure or were subsequently created independently,

  • has been disclosed to enforce the rights vesting in the recipient of such information under this Agreement,

  • must be disclosed pursuant to binding provisions of law, court procedures or professional regulations.

2. Unless prohibited by law, the Service Provider has the right to disclose the Client’s and User’s information to other companies from the Service Provider’s Group, employees and associates as well as third parties providing services to the Service Provider, and such entities may acquire, use, distribute, collect or otherwise process such information (jointly: “Process”) in different countries in which they operate, for purposes related to the provision of Services, compliance with regulatory requirements, monitoring conflicts of interests, for purposes related to quality assurance, risk management or financial accounting, or for the purpose of providing other administrative support services (jointly: “Processing Purposes”). The Service Provider shall be responsible towards the Client for keeping the Client’s information confidential.

§  16.  PERSONAL DATA AND COOKIES

  1. By accepting the Terms & Conditions and willing to use the Website, the Client and the User agree to the Service Provider and the entities indicated in paragraph 5 to process the data contained in the registration form in order to actively participate in the Website in accordance with applicable law.

  2. The Client and the User give consent to the Service Provider and the entities indicated in paragraph 5 for the processing of the data included in the registration form for the purpose of sending and receiving commercial information and direct marketing by electronic means to the e-mail address provided.

  3. The Client and the User give consent to the Service Provider and the entities indicated in paragraph 5 to use the Client’s telecommunications terminal equipment for direct marketing purposes.

  4. The Client and the User consent to the disclosure of their personal data by the Service Provider to entities co-organizing the Services on the Website ("Service Provider's Partners") for the purpose of sending and receiving commercial information and direct marketing by electronic means from these Service Provider's Partners. At the moment of disclosing the personal data of the Client and User, the Service Provider's Partner becomes their administrator and the Client and User should address their inquiries related to the processing of personal data.

  5. The administrator of the personal data of the Client and the User is the Service Provider, or it may be one of the companies from the global organization of Ernst & Young Global Limited member companies, each of which is a separate legal entity. Contact details of the Service Provider and the Companies from the Service Provider's Group can be found at this link https://assets.ey.com/content/dam/ey-sites/ey-com/en_gl/generic/ey-member-firms-and-affiliates.pdf

  6. The recipient of personal data are employees and associates as well as entities supporting the Service Provider and Companies from the EY Group in their business activities.

  7. The personal data of the Client and the User using the Services will be stored for purposes related to the access to the Website and the provision of Services by the Service Provider and direct marketing of products or services of the EY Group Companies, as well as for the purpose of sending commercial information. The legal basis for the processing of personal data is Article 6 para. 1 lit. a) or b) or f) of the Regulation of the European Parliament and of the Council (EU) 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (GDPR).

  8. The processed categories of the Client's and User's personal data are personal data that come directly from the Client and the User (or were provided on behalf of the Client and the User) or personal data that were collected from publicly available sources, in particular: name and surname, address e-mail, contact telephone number, correspondence address.

  9. Personal data will be stored and processed until the Client or User requests their removal or restriction of processing or objecting to processing, as well as requesting their transfer.

  10. Personal data stored for the purposes of sending commercial information and direct marketing will be stored and processed until the Client or the User withdraws consent to their processing or requests to remove or limit processing or object to processing, as well as request their transfer.

  11. The Client and the User have the right to access their personal data, rectify it, delete or limit processing or has the right to object to the processing, as well as the right to transfer data. For this purpose, the Service Recipient and the User are asked to contact the Service Provider to the e-mail address: ey.tax@pl.ey.com. If the Service Recipient or User expresses their consent to the processing of personal data, the Service Recipient or User has the right to withdraw consent at any time without affecting the lawfulness of the processing.

  12. Personal data provided to the Service Provider is provided to him voluntarily, with the reservation, however, that failure to provide the data specified in the Form in the registration process prevents the Service Provider from performing the Service and the Client from using the Service.

  13. The Client has the right to lodge a complaint with the supervisory authority regarding the processing of personal data.

  14. Contact to the personal data inspector: kontaktdaneosoboweEYPolska@pl.ey.com

  15. In the event of entering personal data by the Client or User on the Website, which do not apply to the Client or User, or entering the personal data of the Client or User by a third party, Client or User, or a third party undertakes to fulfill the information obligation towards such entities on behalf of the Service Provider in accordance with paragraph 4-13 of this paragraph.

  16. The Website run by the Service Provider and / or each of its sections may use the so-called cookies. Thanks to the "cookies" technology, the Website may store information tags ("identifiers") in the user's browser, which are used only during the Client's visit to the Website pages. "Cookies" are not used to identify any person visiting the Website, but they help to track the general movement of the Clients on the Website in order to determine the preferred location and language of the Client and thus direct them to the appropriate page of the Website.

  17. If the Client does not want to receive cookies from the Website, he may turn on the option of notifying about the received cookies in the browser and decide on their possible blocking each time. However, it should be remembered that disabling cookies in your browser may prevent from using the Website.

§ 17.  INTELLECTUAL PROPERTY

  1. The content included on the Website and the Services may represent works as defined by the Act of February 4, 1994 on Copyright and Related Rights (Dz. U. No. 24, item 83 as amended).

  2. The Client shall not use the name (including the logo) of the Service Provider or any of its components in any promotional materials or contacts with third parties without prior written consent of the Service Provider.

  3. All rights to the Website and all content included on the Website (including the Terms & Conditions) are protected under the Act on Copyright and Related Rights and are the property of the Service Provider.

  4. Any breach of the aforementioned rights of the Service Provider may result in a civil and penal liability.

§ 18.  FINAL PROVISIONS

  1. These Terms & Conditions shall become effective as of the date of inclusion on the Service Provider’s Website. 

  2. The Terms & Conditions are available in the Polish language.

  3. Access to the Terms & Conditions shall be provided free of charge via the Website.

  4. The use of the Website is subject to the Polish law and the jurisdiction of Polish courts. In matters not regulated herein, the following provisions shall apply: the Civil Code, the Act of July 18, 2002 on Electronically Supplied Services (Dz. U. No. 144, item 1204 as amended), and other relevant provisions of the Polish law.

  5. All disputes relating the Website or the Services rendered by the Service Provider shall be subject to the exclusive jurisdiction of the court having jurisdiction over the Service Provider’s registered address.

  6. The rights and obligations arising from the use of the Website shall not be assigned or otherwise transferred to third parties without prior written consent of the Service Provider.

  7. Any modifications made to Website Terms & Conditions by the Service Provider shall be binding for the Client provided that the Client had been properly informed of such modifications and was able to familiarize with them.

  8. Should any of the provisions hereof prove to be invalid, the other provisions shall remain in full force and effect. The Parties shall replace any invalid provisions, to the extent permitted by law, with similar provisions that are valid and reflect the original intentions of the Parties.