Terms and Conditions

1.1 In this Agreement, unless otherwise stated:

• "Acceptance Period" has the meaning given to it in clause 5.1;
• "Affiliate" means an entity which controls, is controlled, or is under common control with a party or any other entity controlled by such party, where "control" means: (a) the indirect or direct or beneficial ownership of a voting interest of at least fifty percent (50%); or (b) the right or power, directly or indirectly, to elect a majority of the board of directors; or (c) the right or power to control management;
• "Agreement" means this master services agreement, the Memorandum of Agreement, and any Statement of Work entered into between the Parties, including the Schedules and annexes hereto;
• "Business Day" means any days other than Saturday or Sunday, or a bank or public holiday in Ireland;
• "Business Hours" means the Supplier's normal business hours, being 9am to 5:30pm on a Business Day;
• "Confidential Information" means this Agreement and any information relating to products, services, processes, operations, business affairs, strategies, trade secrets, know-how, financial information, technical information of either Party;
• "Commencement Date" means the date of this Agreement;
• "Contract Material" means all analysis, data and solutions generated or created by the Services;
• "Consultancy Services" means any services or tasks which the Supplier agrees to carry out on a consultancy basis in connection with the Services during the Term;
• "Customer Material" means all documents, information and data provided by the Customer to the Supplier for the purposes of this Agreement;
• "Customer Systems" means the Customer's information technology systems and networks;
• "Data Protection Legislation" means all laws relating to data protection, privacy, data security including the GDPR and Data Protection Act 2018;
• "Deliverable" means any and all tangible work product designed, created, produced, invented, or conceived of by the Supplier in the performance of the Services;
• "Effective Date" means the date on which the Memorandum of Agreement is signed by the Customer;
• "Fees" has the meaning given to it in clause 11.1;
• "Force Majeure Event" has the meaning given to it in clause 21.1;
• "Initial Term" means the period of 12 months from the Commencement Date;
• "Integration Services" means the services provided by the Supplier to the Customer to implement the Integration Project;
• "Intellectual Property Rights" means all intellectual and industrial property rights including patents, trademarks, designs, copyright, domain names, trade secrets, and know-how;
• "Licence Fee" means the annual fee to be paid by the Customer for access to the Supplier Platform;
• "Maintenance Services" means the general maintenance of the Supplier Platform and the application of Updates and Upgrades;
• "Personnel" means all employees, contractors, consultants or any other third parties acting on behalf of a Party;
• "Pilot Phase" means the initial three (3) months of the Initial Term commencing on the Project Start Date;
• "Services" means the services, Consultancy Services, Integration Services, Support Services and Deliverables as described in a SOW;
• "Statement of Work" or "SOW" means a separate written document detailing the particular Services and Deliverables to be provided;
• "Supplier Platform" means the Supplier's proprietary software platform for providing automation of accounting operations;
• "Support Services" means services provided by the Supplier for maintenance and deployment of the Supplier Platform;
• "Term" means the Initial Term plus all Extended Terms, collectively;
• "Update" means a hotfix, patch or minor version update to the Supplier Platform's software;
• "Upgrade" means a major version upgrade of any Supplier Platform software.

1.2 In this Agreement, unless otherwise stated: any reference to a statute shall be construed as a reference to that statute as amended from time to time; words such as "hereunder", "hereto", "hereof" shall refer to the whole of this Agreement; the word "including" shall mean including without limitation.

2.1 Initial Term Subject to earlier termination in accordance with the terms of this Agreement, this Agreement shall come into force on the Commencement Date and shall remain in force for the Initial Term.

2.2 Automatic Renewal This Agreement shall automatically renew for one or more further periods of 12 months from the end of the Initial Term or then current Extended Term unless either Party gives the other Party written notice of termination at least one hundred and twenty (120) days prior to the end of the Initial Term or such current Extended Term (as applicable).

3.1 Appointment The Customer appoints the Supplier for the Term as a provider of the Services and Deliverables to the Customer subject to and on the terms of this Agreement.

3.2 Statements of Work The Supplier shall perform certain Services and create certain Deliverables for the Customer as specified in one or more mutually signed SOWs. The Services will be provided during Business Days and during Business Hours unless specifically otherwise agreed in writing between the parties. The Supplier is not obligated to undertake, and the Customer is not obligated to purchase or pay for, any Services unless and until a SOW for such Services is executed and delivered by both Parties.

In the event of a conflict or ambiguity between any term of this Agreement and a SOW, the terms and conditions of the SOW shall govern unless this Agreement or SOW expressly states otherwise in a particular instance.

4.1 Subject to compliance by the Customer with the terms of this Agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to access and use the Supplier Platform during the Licence Term for the purposes of its operations but not otherwise.

4.2 All Intellectual Property Rights in the Supplier Platform shall, as between the Parties, belong and shall be the exclusive property of the Supplier or its relevant third party owners. The Customer shall have no rights in or to the Supplier Platform other than the right to use it in accordance with the terms of this Agreement.

4.3 The Customer must not, and must not permit others to:

• reverse engineer, decompile, decode, decrypt, disassemble, or derive source code from the Supplier Platform;
• modify, translate, edit, adapt, alter, or create derivative works from the Supplier Platform;
• copy or otherwise exploit the Supplier Platform;
• use the Supplier Platform in any way that causes damage or impairment of its availability;
• use the Supplier Platform for any unlawful, illegal, fraudulent or harmful purpose;
• distribute, sub-license, rent, lease, loan the Supplier Platform to any third party without prior written consent.

4.4 The Customer shall use best endeavours to prevent any unauthorised access to, or use of, the Supplier Platform.

4.5 The rights granted to the Customer are specific to the Customer entity.

4.6 Access to the Supplier Platform is provided on an "as is" basis.

4.7 The Customer shall receive any Updates at no additional cost. Upgrades may be purchased for additional Fees.

5.1 Unless otherwise specified in a SOW, the Customer has ten (10) Business Days after Supplier's delivery of a Deliverable to review and test such Deliverable (the "Acceptance Period").

5.2 Acceptance occurs upon the Customer's written notification of acceptance. If the Customer does not notify the Supplier before the end of the Acceptance Period, the Customer will be deemed to have accepted the Deliverable.

5.3 If the Customer notifies the Supplier that the Deliverable does not meet the specifications, the Customer must provide written reasons, and the Supplier will be provided with reasonable time to remedy the defects before resubmitting.

6.1 Support Services shall be provided subject to the terms of the SOW and the relevant Service Levels.

6.2 The Supplier shall make available a helpdesk ticketing system during Business Hours on Business Days.

6.3 The Supplier shall provide Support Services in accordance with industry standards.

6.4 The Customer may use the helpdesk only for requesting and receiving Support Services.

6.5 The Supplier may suspend Support Services if any amount due is overdue, following 30 days' written notice.

7.1 The Supplier shall provide Maintenance Services during the Term.

7.2 The Supplier will notify the Customer of scheduled or unscheduled Maintenance Services.

7.3 The Supplier shall give at least 10 Business Days' prior written notice of Upgrades where reasonably practicable.

8.1 The Customer shall provide the Supplier with timely access to Customer Materials and Customer Systems as required.

8.2 The Customer shall ensure that Customer Materials are accurate, complete and provided in a timely manner.

8.3 The Customer shall cooperate with the Supplier in all matters relating to the Services.

8.4 The Customer shall comply with all applicable laws and regulations regarding data protection and privacy.

9.1 The Supplier shall ensure that its Personnel are suitably qualified and experienced to perform the Services.

9.2 The Supplier may engage subcontractors with the Customer's prior written consent.

9.3 The Supplier shall remain responsible for all acts and omissions of its Personnel and subcontractors.

10.1 The Supplier grants to the Customer a non-exclusive, non-transferable licence to use the Supplier Platform for the Term.

10.2 The licence is subject to payment of the Licence Fee and compliance with these terms.

10.3 The licence automatically renews with the Agreement unless terminated in accordance with clause 2.2.

11.1 The Customer shall pay the Fees as set out in the applicable SOW, including Integration Fees, Licence Fees, and Support Fees ("Fees").

11.2 All Fees are exclusive of VAT, which shall be charged at the applicable rate.

11.3 The Supplier shall invoice the Customer in accordance with the payment terms set out in the SOW.

11.4 Payment is due within 30 days of the date of invoice unless otherwise specified.

11.5 If the Customer fails to make any payment when due, the Supplier may charge interest at 4% above the European Central Bank base rate.

11.6 The Supplier reserves the right to increase Fees annually by giving 90 days' written notice.

12.1 All Intellectual Property Rights in the Supplier Platform, Contract Material, and any Deliverables shall vest in and remain the property of the Supplier.

12.2 All Intellectual Property Rights in the Customer Material shall remain the property of the Customer.

12.3 The Customer grants to the Supplier a non-exclusive licence to use Customer Material solely for the purpose of providing the Services.

12.4 Neither Party shall acquire any rights in the other Party's pre-existing Intellectual Property Rights.

13.1 Each Party (the "Receiving Party") shall keep confidential all Confidential Information disclosed to it by the other Party (the "Disclosing Party").

13.2 The Receiving Party shall only use Confidential Information for the purposes of this Agreement.

13.3 The Receiving Party shall not disclose Confidential Information to any third party without the Disclosing Party's prior written consent.

13.4 These obligations do not apply to information that: (a) is or becomes publicly available; (b) was already known to the Receiving Party; (c) is lawfully disclosed by a third party; or (d) is required to be disclosed by law.

13.5 The obligations of confidentiality shall survive termination of this Agreement for a period of five (5) years.

14.1 Both Parties shall comply with all applicable Data Protection Legislation.

14.2 Where the Supplier processes personal data on behalf of the Customer, it shall do so only on documented instructions from the Customer.

14.3 The Supplier shall implement appropriate technical and organisational measures to protect personal data.

14.4 The Supplier shall notify the Customer without undue delay upon becoming aware of a personal data breach.

14.5 The Parties shall enter into a separate Data Processing Agreement where required by Data Protection Legislation.

15.1 The Supplier warrants that it has the right, power and authority to enter into this Agreement and perform its obligations.

15.2 The Supplier warrants that the Services will be performed with reasonable skill and care.

15.3 The Supplier warrants that the Supplier Platform will perform substantially in accordance with its documentation.

15.4 The Customer warrants that it has the right to provide the Customer Material and that such material does not infringe any third party rights.

15.5 Except as expressly stated, all warranties, conditions and representations, whether express or implied, are excluded to the fullest extent permitted by law.

16.1 Nothing in this Agreement shall limit or exclude either Party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by law.

16.2 Subject to clause 16.1, the Supplier's total aggregate liability shall not exceed the greater of: (a) the total Fees paid in the 12 months preceding the claim; or (b) EUR 100,000.

16.3 Subject to clause 16.1, neither Party shall be liable for any indirect, special, incidental or consequential damages, including loss of profits, revenue, data, or business opportunities.

16.4 The Supplier shall not be liable for any delay or failure in performance resulting from circumstances beyond its reasonable control.

17.1 The Supplier shall indemnify the Customer against all claims, damages, and expenses arising from any infringement of third party Intellectual Property Rights by the Supplier Platform.

17.2 The Customer shall indemnify the Supplier against all claims, damages, and expenses arising from: (a) the Customer's use of the Services in breach of this Agreement; (b) any claim that Customer Material infringes third party rights.

17.3 The indemnifying Party shall have sole control of the defence and settlement of any claim, provided that any settlement does not adversely affect the indemnified Party.

18.1 Either Party may terminate this Agreement by giving written notice to the other Party at least 120 days before the end of the Initial Term or any Extended Term.

18.2 Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) commits a material breach and fails to remedy it within 30 days of notice; or (b) suffers an Insolvency Event.

18.3 During the Pilot Phase, either Party may terminate with immediate effect upon written notice.

18.4 On termination: (a) all licences granted shall immediately terminate; (b) each Party shall return or destroy the other Party's Confidential Information; (c) accrued rights and remedies shall not be affected.

18.5 All Fees due up to the date of termination shall become immediately payable.

19.1 Upon termination, the Customer's right to access and use the Supplier Platform shall cease immediately.

19.2 The Supplier shall, at the Customer's written request and expense, provide reasonable assistance to migrate the Customer's data to alternative systems for a period of 90 days following termination.

19.3 Clauses that by their nature should survive termination shall continue in force, including clauses relating to Confidentiality, Intellectual Property, Limitation of Liability, and Governing Law.

20.1 The Supplier shall maintain professional indemnity insurance with coverage of not less than EUR 1,000,000 per claim.

20.2 The Supplier shall provide evidence of insurance upon reasonable request by the Customer.

21.1 A "Force Majeure Event" means any event beyond a Party's reasonable control, including acts of God, war, terrorism, civil unrest, government actions, natural disasters, pandemics, strikes, or failure of telecommunications networks.

21.2 Neither Party shall be liable for any failure or delay in performing its obligations where such failure or delay results from a Force Majeure Event.

21.3 The affected Party shall notify the other Party promptly and use reasonable endeavours to mitigate the effects of the Force Majeure Event.

21.4 If a Force Majeure Event continues for more than 60 days, either Party may terminate this Agreement upon written notice.

22.1 The Parties shall attempt to resolve any Dispute by good faith negotiation.

22.2 If the Dispute cannot be resolved within 30 days, the Parties shall escalate to senior management representatives.

22.3 If the Dispute remains unresolved after a further 30 days, either Party may refer the matter to mediation or, ultimately, to the courts of Ireland.

23.1 Each Party shall appoint a manager ("Customer Manager" and "Supplier Manager" respectively) who shall be the primary point of contact for all matters relating to this Agreement.

23.2 Either Party may change its appointed manager by giving written notice to the other Party.

23.3 The managers shall meet regularly (no less than quarterly) to review the progress and performance of the Services.

23.4 The managers shall have authority to make day-to-day decisions but shall escalate material issues to senior management.

23.5 A dedicated Supplier Manager may be purchased as part of the Support Services.

24.1 Entire Agreement This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and representations.

24.2 Amendment No amendment to this Agreement shall be effective unless in writing and signed by both Parties.

24.3 Waiver No waiver of any right or remedy shall be effective unless in writing. A waiver shall not be deemed a waiver of any subsequent breach.

24.4 Severability If any provision is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

24.5 Assignment Neither Party may assign or transfer this Agreement without the prior written consent of the other Party, except to an Affiliate or in connection with a merger or acquisition.

24.6 Third Party Rights This Agreement does not create any rights enforceable by any person who is not a party to it.

24.7 Notices All notices shall be in writing and delivered by hand, registered post, or email to the addresses specified in the Memorandum of Agreement.

24.8 Relationship of Parties Nothing in this Agreement shall create a partnership, agency, or joint venture between the Parties.

25.1 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of Ireland.

25.2 The courts of Ireland shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.