Master SaaS Terms

1.1 The definitions and rules of interpretation set out in the Schedule shall apply
to our Agreement.

1.2 In our Agreement:
1.2.1 each Proposal entered into by the Customer shall form
a separate agreement, incorporating these Master
SaaS Terms together with the Data Protection Adden-
dum and the Policies (our Agreement);
1.2.2 in the event of any conflict in respect of the provisions
of our Agreement and/or the documents referred to
therein the following order of priority shall prevail (in de-
scending order of priority):
(a) the Proposal;
(c) the Data Protection Addendum;
(d) the Policies;
(e) the Master SaaS Terms; and
(f) the Documentation; and
1.2.3 subject to the order of priority between documents in
clause 1.2.2, later versions of documents shall prevail
over earlier ones if there is any conflict or inconsistency
between them.

1.3 Any obligation of the Supplier under our Agreement to comply or ensure com-
pliance by any person or the Services with any law shall be limited to compli-
ance only with laws within the Subscribed Territory as generally applicable to
businesses and to providers of software as a service solutions. Such obliga-
tions shall not be construed to create any obligation on the Supplier (or any-
one acting on its behalf) or any part of the Services to comply with any laws
or regulations which apply solely to specific commercial or other activities
(such as insurance, legal advice or banking or other professional services) or which apply solely to a specific commercial or noncommercial sector (or part

thereof) (such as the public, legal, accountancy, actuarial, insurance, banking
or financial service sectors).

2.1 Upon Order Acceptance and subject to the terms of our Agreement, the Sup-
plier grants the Customer a non-exclusive, non-transferable, personal right to:
2.1.1 use each Subscribed Service during Service Hours;
and
2.1.2 copy and use the Documentation as strictly necessary
for its use by Authorised Users of the Subscribed Ser-
vices,
within the relevant Subscribed Territory during the
Subscribed Service Period for the Permitted Purpose.

2.2 The Customer acknowledges that access to the Subscribed Services may
take the time specified in the Proposal from Order Acceptance to initially set
up and that use of the Subscribed Services is at all times subject to the Cus-
tomer’s compliance with our Agreement and the requirements identified in our
Agreement (including all minimum system requirements).

2.3 The Customer acknowledges that the Services do not include:
2.3.1 any services, systems or equipment required to access
the internet (and that the Customer is solely responsible
for procuring access to the internet and for all costs and
expenses in connection with internet access, communi-
cations, data transmission and wireless or mobile
charges incurred by it in connection with use of the Ser-
vices); or
2.3.3 legal, accounting or other professional or regulated
services and that, except as expressly stated in our
Agreement, no assurance is given that the Services
will comply with or satisfy any legal or regulatory obligation of any person.

3.1 The Customer shall ensure that Customer Authorised Users use the Sub-
scribed Services at all times in accordance with our Agreement. The Customer shall ensure that Customer Authorised Users are, at all times whilst
they have access to the Subscribed Services, the employees or contractors
of the Customer or the Authorised Affiliates.

3.2 The Customer shall keep a list of all Customer Authorised Users and shall
notify the Supplier if any updates to any list of Customer Authorised Users are
made or required, including when Customer Authorised Users cease to be
employed or engaged by a relevant entity such that they are no longer entitled
to be Customer Authorised Users. Where termination of such relationship is
known in advance, the Supplier shall provide such information as soon as
reasonably possible prior to such termination of that relationship, together
with the date such person shall cease to be a Customer Authorised User.

3.3 Customer Authorised User accounts cannot be shared or used by more than
one individual at the same time.

3.4 Without prejudice to any other right or remedy of the Supplier, in the event the
Customer is in breach of clause 3.3 then the warranties in clause 8.1 shall
cease to apply to the relevant Subscribed Service for the duration of the pe-
riod during which the Customer is in breach of clause 3.3.

3.5 The Supplier shall not be liable for the acts and omissions of the Authorised
Users.

3.6 The Customer warrants and represents that it, and all Customer Authorised
Users and all others acting on its or their behalf (including systems adminis-
trators) shall, keep confidential and not share with any third party (or with
other individuals except those with administration rights at the Customer and
its Authorised Affiliate’s organisation as necessary for use of the Service) their
password or access details for any Subscribed Service.

3.7 The Customer shall (and shall ensure all Customer Authorised Users shall)
at all times comply with the Acceptable Use Policy and all other provisions of
our Agreement.

3.8 If any password has been provided to an individual that is not an Authorised
User, the Customer shall, without delay, disable any such passwords and no-
tify the Supplier immediately.

3.9 The Customer shall comply (and shall ensure all Customer Authorised Users
comply) with all applicable laws, rules, and regulations governing export that apply to the Services, the Customer Data and the Documentation (or any part), and shall not export or re-export, directly or indirectly, separately or as a part of a system, the Services, the Customer Data or the Documentation (or

any part) to, or access or use the Services, the Customer Data or the Docu-
mentation (or any part) in, any country or territory for which an export licence
or other approval is required under the laws of Ireland, the United States, the
European Union or any of its member states, without first obtaining such li-
cence or other approval. Without prejudice to the Supplier’s obligations under
the Data Protection Addendum, the Customer shall be solely responsible for
ensuring its access, importation and use of the Services, the Customer Data
and Documentation in or into any part of the Subscribed Territory or else-
where complies with all export and other laws.

3.10 Clauses 3.5 to 3.9 (inclusive) shall survive termination or expiry of our Agree-
ment.

4.1 The Customer shall indemnify, keep indemnified and hold harmless the Sup-
plier (on the Supplier’s own behalf on behalf of each of the Supplier’s Affili-
ates) from and against any losses, claims, damages, liability, Data Protection
Losses, costs (including legal and other professional fees) and expenses in-
curred by it (or any of its Affiliates) as a result of the Customer’s breach of our
Agreement.

4.2 This clause 4 shall survive termination or expiry of our Agreement.

5.1 Support Services shall be available for each Subscribed Service to the Cus-
tomer for the duration of the respective Subscribed Service Period, to the
extent and in the manner specified in the relevant Subscription Service Spe-
cific Terms and the Proposal.

5.2 The Supplier will use reasonable endeavours to notify the Customer in ad-
vance of scheduled maintenance but the Customer acknowledges that it may
receive no advance notification for downtime caused by Force Majeure or for
other emergency maintenance.

6.1 The Supplier may at its absolute discretion make, and notify the Customer of,
updated versions of the documents referred to in clause 1.2.2 or other documents referred to in any part of our Agreement (excluding in each case

the Proposal) from time to time by notifying the Customer of such update by
e-mail (together with a copy of the update or a link to a copy of the update) or
by any other means which the Supplier elects (Update Notification). The
Supplier will comply with its related obligations in the Data Protection Adden-
dum.

6.2 The document(s) subject to such Update Notification shall replace the pre-
ceding version of the same document(s) for the purposes of our Agreement
from the date 20 Business Days’ after Update Notification of such revised
document(s) (the Update) (or at such later date as the Supplier may specify).

6.3 The Customer acknowledges that the Supplier shall be entitled to modify the
features and functionality of the Services. The Supplier may, without limitation
to the generality of this clause

6.4, establish new limits on the Services (or
any part), including limiting the volume of data which may be used, stored or
transmitted in connection with the Service, remove or restrict application pro-
gramming interfaces or make alterations to data retention periods, provided
such changes are introduced by Update to the relevant impacted contractual
documents. The Supplier will comply with its related obligations in the Data
Protection Addendum.
6.5 In the event that the Customer reasonably believes that any Update materially
impacts it negatively in any manner it may by notice elect to terminate our
Agreement in respect of all impacted Subscribed Services provided it exer-
cises such right prior to such Update taking effect pursuant to clause 6.2 on
not less than 10 Business Days prior written notice and notifies the Supplier
at the time of exercising such right of the negative impact which has caused
it to exercise this right. In the event of such termination the Customer shall
receive a refund of any pre-paid Fees in respect of such terminated Services.

7.1 The Subscription Fee and any other charges (including expenses) expressly
agreed between the parties in writing shall be paid by the Customer at the
rates and in the manner described in the Proposal.

7.2 The Supplier shall invoice the Customer in the manner described in the Pro-
posal and if not set out in the Proposal the Supplier shall invoice the Cus-
tomer:
7.2.1 monthly in advance for all Subscription Fees; and

due under our Agreement, and the invoices shall be
paid within 30 calendar days of the date on the in-
voice.

7.3 The Fees are exclusive of VAT which shall be payable by the Customer at the
rate and in the manner prescribed by law.

7.4 Fees payable to the Supplier under our Agreement shall be paid into the
Supplier’s bank account by electronic funds transfer unless otherwise noti-
fied by the Supplier to the Customer in writing in accordance with our Agree-
ment.

7.5 The Supplier shall have the right to charge interest on overdue invoices at the
rate of 4% per year above the base rate of Allied irish Banks, p.l.c., calculated
from the date when payment of the invoice becomes due for payment up to
and including the date of actual payment whether before or after judgment.

7.6 The Supplier shall be entitled to increase the Fees for any and all Services at
any time by notice to the Customer provided that the Supplier shall not be
entitled to increase the Fees on less than six weeks prior notice or more than
once every 12 months.

7.7 To the extent our Agreement terminates or expires (other than due to termi-
nation by the Customer under clauses 6.3 or 20.3) the Customer shall not be
entitled to any refund or discount of Fees paid for any parts of any month
during which the Services cease to be provided.

8.1 Subject to the remainder of this clause 8, the Supplier warrants that:
8.1.1 each Subscribed Service shall operate materially in ac-
cordance with its Description when used in accordance
with our Agreement under normal use and normal cir-
cumstances during the relevant Subscribed Service Pe-
riod; and
8.1.2 it will provide each of the Services with reasonable care
and skill.

8.2 The Customer acknowledges that clause 8.1 does not apply to Free or Trial
Services or to Support Services provided in connection with the same.

Without prejudice to the Supplier’s obligations under our Agreement in re-
spect of Protected Data, Free or Trial Services and Support Services provided
in connection with the same are provided ‘as is’ and without warranty to the
maximum extent permitted by law.

8.3 The Services may be subject to delays, interruptions, errors or other problems
resulting from use of the internet or public electronic communications net-
works used by the parties or third parties. The Customer acknowledges that
such risks are inherent in cloud services and that the Supplier shall have no
liability for any such delays, interruptions, errors or other problems.

8.4 If there is a breach of any warranty in clause 8.1 the Supplier shall at its option:
use reasonable endeavours to repair or replace the impacted Services within
a reasonable time or (whether or not it has first attempted to repair or replace
the impacted Service) refund the Fees for the impacted Services which were
otherwise payable for the period during which the Supplier was in breach of
any such warranty (provided such period is at least 3 consecutive days). To
the maximum extent permitted by law, this clause 8.4 sets out the Customer’s
sole and exclusive remedy (however arising, whether in contract, negligence
or otherwise) for any breach of any of the warranties in clause 8.1.

8.5 The warranties in clause 8.1 are subject to the limitations set out in clause 17
and shall not apply to the extent that any error in the Services arises as a
result of:
8.5.1 incorrect operation or use of the Services by the Cus-
tomer, any Authorised Affiliate or any Authorised User
(including any failure to follow the Documentation or
failure to meet minimum specifications);
8.5.2 use of any of the Services other than for the purposes
for which it is intended;
8.5.3 use of any Services with other software or services or
on equipment with which it is incompatible (unless the
Supplier recommended or required the use of that other
software or service or equipment in the Documenta-
tion);
8.5.4 any act by any third party (including hacking or the in-
troduction of any virus or malicious code);

 8.5.5 any modification of Services (other than that under-

taken by the Supplier or at its direction); or
8.5.6 any breach of our Agreement by the Customer (or by
any Authorised Affiliate or Authorised User).

8.6 The Supplier may make Non-Supplier Materials available for the Customer’s
use in connection with the Services. The Customer agrees that:
8.6.1 the Supplier has no responsibility for the use or conse-
quences of use of any Non-Supplier Materials;
8.6.2 the Customer’s use of any Non-Supplier Materials shall
be governed by the applicable terms between the Cus-
tomer and the owner or licensor of the relevant Non-
Supplier Materials;
8.6.3 the Customer is solely responsible for any Non-Supplier
Materials used in connection with the Services and for
compliance with all applicable third party terms which
may govern the use of such Non-Supplier Materials;
and
8.6.4 the continued availability, compatibility with the Ser-
vices and performance of the Non-Supplier Materials is
outside the control of the Supplier and the Supplier has
no responsibility for any unavailability of or degradation
in the Services to the extent resulting from the availabil-
ity, incompatibility or performance of any of the Non-
Supplier Materials;

8.7 The Customer acknowledges that no liability or obligation is accepted by the
Supplier (howsoever arising whether under contract, tort, in negligence or oth-
erwise):
8.7.1 that the Subscribed Services shall meet the Customer’s
individual needs, whether or not such needs have been
communicated to the Supplier;
8.7.2 that the operation of the Subscribed Services shall not
be subject to minor errors or defects; or

any other software or service or with any hardware or
equipment except to the extent expressly referred to as
compatible in the Documentation.

8.8 Other than as set out in this clause 8, and subject to clause 17.7, all warran-
ties, conditions, terms, undertakings or obligations whether express or implied
and including any implied terms relating to quality, fitness for any particular
purpose or ability to achieve a particular result are excluded to the fullest ex-
tent allowed by applicable law.

9.1 The Customer shall (and shall ensure all Customer Authorised Users shall)
at all times comply with all applicable laws relating to the use or receipt of the
Services, including laws relating to privacy, data protection and use of sys-
tems and communications.

10.1 All Intellectual Property Rights in and to the Services (including in all Applica-
tions, Documentation and all Supplier Provided Materials) belong to and shall
remain vested in the Supplier or the relevant third party owner. To the extent
that the Customer, any of its Affiliates or any person acting on its or their
behalf acquires any Intellectual Property Rights in the Applications, Documen-
tation, Supplier Provided Materials or any other part of the Services, the Cus-
tomer shall assign or procure the assignment of such Intellectual Property
Rights as beneficial owner (including by way of present assignment of future
Intellectual Property Rights) to the Supplier or such third party as the Supplier
may elect. The Customer shall execute all such documents and do such
things as the Supplier may consider necessary to give effect to this clause

10.2 Except as expressly stated in the Proposal, the Supplier has no obligation to
deliver any copies of any software to the Customer in connection with our
Agreement or the Services.

10.3 The Customer and Authorised Users may be able to store or transmit Cus-
tomer Data using one or more Subscribed Service and the Subscribed Ser-
vices may interact with Customer Systems. The Customer hereby grants a
royalty-free, non-transferable, non-exclusive licence for the Supplier (and
each of its direct and indirect sub-contractors) to use, copy and other

necessary to perform or provide the Services or to exercise or perform the
Supplier’s rights, remedies and obligations under our Agreement.

10.4 To the extent Non-Supplier Materials are made available to, or used by or on
behalf of the Customer, any Authorised Affiliate or any Authorised User in
connection with the use or provision of any Subscribed Service, such use of
Non-Supplier Materials (including all licence terms) shall be exclusively gov-
erned by applicable third party terms notified or made available by the Sup-
plier or the third party and not by our Agreement. The Supplier grants no In-
tellectual Property Rights or other rights in connection with any Non-Supplier
Materials.

10.5 The Supplier may use any feedback and suggestions for improvement relat-
ing to the Services provided by the Customer, the Authorised Affiliates or any
Authorised User without charge or limitation (Feedback). The Customer
hereby assigns (or shall procure the assignment of) all Intellectual Property
Rights in the Feedback as beneficial owner (including by way of present as-
signment of future Intellectual Property Rights) to the Supplier at the time such
Feedback is first provided to the Supplier.

10.6 The Customer hereby waives (and shall ensure all relevant third parties have
waived) all rights to be identified as the author of any work, to object to de-
rogatory treatment of that work and all other moral rights in the Intellectual
Property Rights assigned to the Supplier under our Agreement.

10.7 Except for the rights expressly granted in our Agreement, the Customer, any
Authorised User, any Customer Affiliate and their direct and indirect sub-con-
tractors, shall not acquire in any way any title, rights of ownership, or Intellec-
tual Property Rights of whatever nature in the Services (or any part including
the Applications or Documentation) and no Intellectual Property Rights of ei-
ther party are transferred or licensed as a result of our Agreement.

10.8 This clause 10 shall survive the termination or expiry of our Agreement.

11.1 Subject to clauses 11.2 and 11.5, the Supplier shall:
11.1.1 defend at its own expense any claim brought against
the Customer by any third party alleging that the Cus-
tomer’s use of the Services infringes any copyright, database right or registered trade mark, registered design right or registered patent in Ireland (an IP Claim); and

11.1.2 pay, subject to clause 11.3, all costs and damages
awarded or agreed in settlement or final judgment of an
IP Claim.

11.2 The provisions of clause 11.1 shall not apply unless the Customer:
11.2.1 promptly (and in any event within 10 Business Days)
notifies the Supplier upon becoming aware of any ac-
tual or threatened IP Claim and provides full written par-
ticulars;
11.2.2 makes no comment or admission and takes no action
that may adversely affect the Supplier’s ability to defend
or settle the IP Claim;
11.2.3 provides all assistance reasonably required by the Sup-
plier subject to the Supplier paying the Customer’s rea-
sonable costs; and
11.2.4 gives the Supplier sole authority to defend or settle the
IP Claim as the Supplier considers appropriate.

11.3 The provisions of clause 17 shall apply to any payment of costs and damages
awarded or agreed in settlement or final judgment of an IP Claim under clause
11.1

11.4 In the event of any IP Claim the Supplier may elect to terminate our Agree-
ment immediately by written notice and promptly refund to the Customer on a
pro-rata basis for any unused proportion of Fees paid in advance. This clause
11.4 is without prejudice to the Customer’s rights and remedies under clauses
11.1.

11.5 The Supplier shall have no liability or obligation under this clause 11 in respect
of (and shall not be obliged to defend) any IP Claim which arises in whole or
in part from:
11.5.1 any modification of the Services (or any part) without
the Supplier’s express written approval;
11.5.2 any Non-Supplier Materials;

11.5.4 any Free or Trial Services (or any Support Services pro-
vided in connection with them);
11.5.5 any Open Source Software;
11.5.6 any breach of our Agreement by the Customer;
11.5.7 installation or use of the Services (or any part) other-
wise than in accordance with our Agreement and the
Documentation; or
11.5.8 installation or use of the Services (or any part) in com-
bination with any software, hardware or data that has
not been supplied or expressly authorised by the Sup-
plier.

11.6 Subject to clause 17.7, the provisions of this clause 11 set out the Customer’s
sole and exclusive remedy (howsoever arising, including in contract, tort, neg-
ligence or otherwise) for any IP Claim.

12.1 Customer Data shall at all times remain the property of the Customer or its
licensors.

12.2 Except to the extent the Supplier has direct obligations under data protection
laws, the Customer acknowledges that the Supplier has no control over any
Customer Data hosted as part of the provision of the Services and may not
actively monitor or have access to the content of the Customer Data. The
Customer shall ensure (and is exclusively responsible for) the accuracy, qual-
ity, integrity and legality of the Customer Data and that its use (including use
in connection with the Service) complies with all applicable laws and Intellec-
tual Property Rights.

12.3 If the Supplier becomes aware of any allegation that any Customer Data may
not comply with the Acceptable Use Policy or any other part of our Agreement
the Supplier shall have the right to permanently delete or otherwise remove
or suspend access to any Customer Data which is suspected of being in
breach of any of the foregoing from the Services and/or disclose Customer
Data to law enforcement authorities (in each case without the need to consult

 the Customer). Where reasonably practicable and lawful the Supplier shall

notify the Customer before taking such action.

12.4 Except as otherwise expressly agreed in our Agreement, the Supplier shall
not be obliged to provide the Customer with any assistance extracting, trans-
ferring or recovering any data whether during or after the Service Period. The
Customer acknowledges and agrees that it is responsible for maintaining safe
backups and copies of any Customer Data, including as necessary to ensure
the continuation of the Customer’s and Authorised Affiliates’ businesses. The
Customer shall, without limitation, ensure that it backs up (or procures the
back up of) all Customer Data regularly (in accordance with its, its Authorised
Affiliates and its Authorised User’s needs) and extracts it from each Sub-
scribed Service prior to the termination or expiry of our Agreement or the ces-
sation or suspension of any of the Services.

12.5 The Supplier routinely undertakes regular backups of the Subscribed Ser-
vices (which may include Customer Data). In the event of the Customer Data
becoming lost, inaccessible, damaged or corrupted, the Supplier shall restore
the Customer Data from the last backup, but subject to this the Supplier shall
have no further liability to the Customer and to the maximum extent permitted
by applicable law, the Supplier shall not be responsible (under any legal the-
ory, including in negligence) for any loss of availability of, or corruption or
damage to, any Customer Data.

12.6 Unless otherwise set out in the Proposal or subsequently agreed by the par-
ties in writing, the Customer hereby instructs that the Supplier shall within 60
days of the earlier of the end of the provision of the Services (or any part)
relating to the processing of the Customer Data securely dispose of such Cus-
tomer Data processed in relation to the Services (or any part) which have
ended (and all existing copies of it) except to the extent that any Applicable
Laws (as defined in the Data Protection Addendum) requires the Supplier to
store such Customer Data. The Supplier shall have no liability (howsoever
arising, including in negligence) for any deletion or destruction of any such
Customer Data undertaken in accordance with our Agreement.

13.1 The Supplier shall maintain the confidentiality of the Customer Data and shall
not without the prior written consent of the Customer or in accordance with
our Agreement, disclose or copy the Customer Data other than as necessary

 for the performance of the Services or its express rights and obligations under

our Agreement.
13.2 The Supplier shall implement appropriate technical and organisational
measures to ensure a level of security of personal data appropriate to the risk.
13.3 The Supplier:
13.3.1 undertakes to disclose the Customer Data only to those
of its officers, employees, agents, contractors and di-
rect and indirect sub-contractors to whom, and to the
extent to which, such disclosure is necessary for the
purposes contemplated under our Agreement or as oth-
erwise reasonably necessary for the provision or re-
ceipt of the Services, and
13.3.2 shall be responsible to the Customer for any acts or
omissions of any of the persons referred to in clause
13.3.1 in respect of the confidentiality and security of
the Customer Data as if they were the Supplier’s own.
13.4 The provisions of this clause 14 shall not apply to information which:
13.4.1 is or comes into the public domain through no fault of
the Supplier, its officers, employees, agents or contrac-
tors;
13.4.2 is lawfully received by the Supplier from a third party
free of any obligation of confidence at the time of its dis-
closure;
13.4.3 is independently developed by the Supplier (or any of
its Affiliates or any person acting on its or their behalf),
without access to or use of such Confidential Infor-
mation; or
13.4.4 is required by law, by court or governmental or regula-
tory order to be disclosed,
provided that clauses 13.4.1 to 13.4.3 (inclusive) shall
not apply to Protected Data.
13.5 This clause 13 shall survive the termination or expiry of our Agreement for a
period of ten years.

13.6 To the extent any Customer Data is Protected Data, the Supplier shall ensure
that such Customer Data may be disclosed or used only to the extent such
disclosure or use does not conflict with any of the Supplier’s obligations under
the Data Protection Addendum. Clauses 13.1 to 13.5 (inclusive) are subject
to this clause 13.6.

14 Supplier’s Confidential Information
14.1 The Customer shall maintain the confidentiality of the Supplier’s Confidential
Information and shall not without the prior written consent of the Supplier,
disclose, copy or modify the Supplier’s Confidential Information (or permit oth-
ers to do so) other than as necessary for the performance of its express rights
and obligations under our Agreement.
14.2 The Customer undertakes to:
14.2.1 disclose the Supplier’s Confidential Information only to
those of its officers, employees, agents and contractors
to whom, and to the extent to which, such disclosure is
necessary for the purposes contemplated under our
Agreement;
14.2.2 procure that such persons are made aware of and
agree in writing to observe the obligations in this clause
14; and
14.2.3 be responsible for the acts and omissions of those third
parties referred to in this clause 14.2 as if they were the
Customer’s own acts or omissions.
14.3 The Customer shall give notice to the Supplier of any unauthorised use, dis-
closure, theft or loss of the Supplier’s Confidential Information immediately
upon becoming aware of the same.
14.4 The provisions of this clause 14 shall not apply to information which:
14.4.1 is or comes into the public domain through no fault of
the Customer, its officers, employees, agents or con-
tractors;
14.4.2 is lawfully received by the Customer from a third party
free of any obligation of confidence at the time of its dis-
closure;

access to or use of the Supplier’s Confidential Infor-
mation; or
14.4.4 is required by law, by court or governmental or regula-
tory order to be disclosed provided that the Customer,
where possible, notifies the Supplier at the earliest op-
portunity before making any disclosure.

14.5 This clause 14 shall survive the termination or expiry of our Agreement for a
period of ten years.

15 Monitoring compliance
15.5 The Supplier may monitor, collect, store and use information on the use and
performance of the Services (including Customer Data) to detect threats or
errors to the Services and/or Supplier’s operations and for the purposes of
the further development and improvement of the Supplier’s services, pro-
vided that such activities at all times comply with the Privacy Policy and
Data Protection Addendum.
15.6 This clause 15 shall survive termination or expiry of our Agreement for a pe-
riod of 12 months.

16 Relief
To the maximum extent permitted by law, the Supplier shall not be liable (under any legal theory,
including negligence) for any breach, delay or default in the performance of our Agreement to the
extent the same (or the circumstances giving rise to the same) arises or was contributed to by any Relief Event.

17.1 The extent of the Supplier’s liability under or in connection with our Agreement
(regardless of whether such liability arises in tort, contract or in any other way
and whether or not caused by negligence or misrepresentation or under any
indemnity) shall be as set out in this clause 17.

17.2 Subject to clauses 17.3, 17.4 and 17.7, the Supplier’s aggregate liability in
respect of each individual Subscribed Service (and all Support Services pro-
vided in connection with the same) (howsoever arising under or in connection
with our Agreement) shall not exceed the greater of:

17.2.1 an amount equal to the Subscription Fees for the rele-
vant Subscribed Service paid to the Supplier by the
Customer in the 12-month period immediately preced-
ing the first incident giving rise to any claim under our
Agreement; or
17.2.2 an amount equal to 12 times the Subscription Fees for
the relevant Subscribed Service due or paid to the Sup-
plier for the first month of the relevant Subscribed Ser-
vice Period.

17.3 Subject to clauses 17.4 and 17.7, the Supplier’s aggregate liability in respect
of each individual Free or Trial Service (and all Support Services provided in
connection with the same) (howsoever arising under or in connection with our
Agreement) shall not exceed €1,000.

17.4 Subject to clause 17.7, the Supplier’s total aggregate liability howsoever aris-
ing under or in connection with our Agreement shall not exceed the greater
of:
17.4.1 an amount equal to the Fees for all Services paid to the
Supplier in the 12-month period immediately preceding
the first incident giving rise to any claim under our
Agreement; or
17.4.2 an amount equal to 12 times the Fees due or paid to
the Supplier for the Services provided in the first month
of the Service Period.

17.5 Subject to clause 17.7, the Supplier shall not be liable for consequential, indi-
rect or special losses.

17.6 Subject to clause 17.7, the Supplier shall not be liable for any of the following
(whether direct or indirect):
17.6.1 loss of profit;
17.6.4 loss or damage to equipment;
17.6.5 loss of use;
17.6.6 loss of production;
17.6.7 loss of contract;

 17.6.8 loss of opportunity;

17.6.9 loss of savings, discount or rebate (whether actual or
anticipated); and/or
17.6.10 harm to reputation or loss of goodwill.

17.7 Notwithstanding any other provision of our Agreement, the Supplier’s liability
shall not be limited in any way in respect of the following:
17.7.1 death or personal injury caused by negligence;
17.7.2 fraud or fraudulent misrepresentation; or
17.7.3 any other losses which cannot be excluded or limited
by applicable law.

17.8 This clause 17 shall survive the termination or expiry of our Agreement.

18.1 The Supplier may suspend access to the Services to all or some of the Au-
thorised Users if:
18.1.1 the Supplier suspects that there has been any misuse
of the Services or breach of our Agreement; or
18.1.2 the Customer fails to pay any sums due to the Supplier
by the due date for payment.

18.2 Where the reason for the suspension is suspected misuse of the Services or
breach of our Agreement, without prejudice to its rights under clause 20, the
Supplier will take steps to investigate the issue and may restore or continue
to suspend access at its discretion.

18.3 In relation to suspensions under clause 18.1.2, access to the Services will be
restored promptly after the Supplier receives payment in full and cleared
funds.

18.4 Fees shall remain payable during any period of suspension notwithstanding
that the Customer, Authorised Affiliates or some or all of the Authorised Users
may not have access to the Services.

20.1 Our Agreement shall come into force on Order Acceptance and, unless ter-
minated earlier in accordance with its terms, shall continue for the duration of
the Service Period after which it shall automatically expire.

20.2 Either party may terminate our Agreement or the provision of any of the Sub-
scribed Services for convenience on not less than 30 days’ prior written notice
to the other.

20.3 Either party may terminate our Agreement immediately at any time by giving
notice in writing to the other party if:
20.3.1 the other party commits a material breach of our Agree-
ment and such breach is not remediable;
20.3.2 the other party commits a material breach of our Agree-
ment which is not remedied within 20 Business Days of
receiving written notice of such breach; or
20.3.3 the other party has failed to pay any amount due under
our Agreement on the due date and such amount re-
mains unpaid within 20 Business Days after the other
party has received notification that the payment is over-
due.

20.5 Any breach by the Customer of the Acceptable Use Policy or of clauses 3 or
10 shall be deemed a material breach of our Agreement which is not remedi-
able.

21.1 Immediately on termination or expiry of our Agreement (for any reason), the
rights granted by the Supplier under our Agreement shall terminate.

21.2 Termination or expiry of our Agreement shall not affect any accrued rights and
liabilities of either party at any time up to the date of termination or expiry and
shall not affect any provision of our Agreement that is expressly or by impli-
cation intended to continue beyond termination.

22 Entire agreement
22.1 Our Agreement constitutes the entire agreement between the parties and su-
persedes all previous agreements, understandings and arrangements be-
tween them in respect of its subject matter, whether in writing or oral.

22.2 Each party acknowledges that it has not entered into our Agreement in reli-
ance on, and shall have no remedies in respect of, any representation or war-
ranty that is not expressly set out in our Agreement.

22.3 Nothing in our Agreement shall limit or exclude any liability for fraud.

23.1 Any notice given by a party under our Agreement shall be:
23.1.1 in writing and in English;
23.1.2 signed by, or on behalf of, the party giving it (except for
notices sent by email); and
23.1.3 sent to the relevant party at the address set out in
clause 23.3.

23.2 Notices may be given, and are deemed received:
23.2.1 by hand: on receipt of a signature at the time of delivery;
23.2.2 by registered post: at 9.00 am on the second Business
Day after posting; and
23.2.4 by email: on receipt of a delivery read receipt email from
the correct address.

23.3 Notices shall be sent to:
23.3.1 in the case of those to the Supplier, to i3pt Certification
Association Limited for the attention of Eoin Leonard
CEO at:
60 Northumberland Road, Dublin 4, D04 YT91,
eoin@catalyst-group.com; and copied to Jack Dineen SaaS Opera-
tions Manager at 10 Cromwell Place, London, SW7
2JN, jackdinneen@obi.io; and
23.3.2 in the case of those to the Customer, to any email or
physical address or contact details notified on the Pro-
posal (as updated from time to time pursuant to clause
23.4).

23.4 Any change to the contact details of a party as set out in clause 23.3 shall be
notified to the other party in accordance with clause 23.1 and shall be effec-
tive:
23.4.1 on the date specified in the notice as being the date of
such change; or
23.4.2 if no date is so specified, five Business Days after the
notice is deemed to be received.

23.5 This clause does not apply to notices given in legal proceedings or arbitration.

24.1 No variation of our Agreement shall be valid or effective unless it is:
24.1.1 an Update made in accordance with our Agreement; or
24.1.2 made in writing, refers to our Agreement and is duly
signed or executed by, or on behalf of, each party.

25.1 Except as expressly provided in our Agreement, the Supplier may at any time
assign, sub-contract, sub-licence (including by multi-tier), transfer, mortgage,
charge, declare a trust of or deal in any other manner with any or all of its
rights or obligations under our Agreement.

25.2 Except as expressly permitted by our Agreement, the Customer shall not as-
sign, transfer, sub-contract, sub-licence, mortgage, charge, declare a trust of
or deal in any other manner with any or all of its rights or obligations under
our Agreement (including the licence rights granted), in whole or in part, with-
out the Supplier’s prior written consent.

Each party shall pay all sums that it owes to the other party under our Agreement without any set-
off, counterclaim, deduction or withholding of any kind, save as may be required by law.

The parties are independent and are not partners or principal and agent and our Agreement does
not establish any joint venture, trust, fiduciary or other relationship between them, other than the
contractual relationship expressly provided for in it. Neither party shall have, nor shall represent
that it has, any authority to make any commitments on the other party’s behalf.

28.1 If any provision of our Agreement (or part of any provision) is or becomes
illegal, invalid or unenforceable, the legality, validity and enforceability of any
other provision of our Agreement shall not be affected.

28.2 If any provision of our Agreement (or part of any provision) is or becomes
illegal, invalid or unenforceable but would be legal, valid and enforceable if
some part of it was deleted or modified, the provision or part-provision in ques-
tion shall apply with such deletions or modifications as may be necessary to
make the provision legal, valid and enforceable. In the event of such deletion
or modification, the parties shall negotiate in good faith in order to agree the
terms of a mutually acceptable alternative provision.

29.1 No failure, delay or omission by either party in exercising any right, power or
remedy provided by law or under our Agreement shall operate as a waiver of
that right, power or remedy, nor shall it preclude or restrict any future exercise
of that or any other right, power or remedy.

29.2 No single or partial exercise of any right, power or remedy provided by law or
under our Agreement shall prevent any future exercise of it or the exercise of
any other right, power or remedy.

29.3 A waiver of any term, provision, condition or breach of our Agreement shall
only be effective if given in writing and signed by the waiving party, and then
only in the instance and for the purpose for which it is given.

Each party shall pay its own costs and expenses incurred in connection with the negotiation, prep-
aration, signature and performance of our Agreement (and any documents referred to in it).

31 Authority
Each party represents and warrants to the other that it has the right, power and authority to enter
into our Agreement and grant to the other the rights (if any) contemplated in our Agreement and to
perform its obligations under our Agreement.

 

Our Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter
or formation (including non-contractual disputes or claims) shall be governed by, and construed in
accordance with, the laws of Ireland.

33. Jurisdiction
The parties irrevocably agree that the courts of Ireland shall have exclusive jurisdiction to settle
any dispute or claim arising out of, or in connection with, our Agreement, its subject matter or for-
mation (including non-contractual disputes or claims).

The Schedule
Definitions and interpretation

1 In our Agreement:
Affiliate
means, in respect of any entity, any entity that directly or indirectly controls, is con-
trolled by or is under common control with that entity within the meaning set out in sec-
tion 432 of the Taxes Consolidation Act 1997;

 

Applications
means the software or applications used by or on behalf of the Supplier to provide the
Subscribed Services;
Authorised Affiliates
means, in respect of the relevant Subscribed Service, the Affiliates of the Customer (if
any) identified in the Proposal as Authorised Affiliates in respect of that Subscribed
Service;

Authorised Users
means, in respect of the relevant Subscribed Service, the Customer Authorised Users
and the Third Party Authorised Users;

Business Day
means a day other than a Saturday, Sunday or bank or public holiday in Ireland;

Customer
has the meaning given in the relevant Proposal;

Customer Authorised Users
means, in respect of the relevant Subscribed Service, the officers, employees or
agents of the Customer or its Authorised Affiliates who are named users authorised by
the Customer to use that Subscribed Service in accordance with the terms of our
Agreement;

Customer Data
means all data (in any form) that is provided to the Supplier or uploaded or hosted on
any part of any Subscribed Service by the Customer or by any Authorised User (but
excluding Feedback as defined in clause 10.5);

Customer Systems
means all software and systems used by or on behalf of the Customer, the Customer’s
Affiliates, any of its or their direct or indirect sub-contractors, or any Authorised User in
connection with the provision or receipt any of the Services or that the Services other-
wise, link, inter-operate or interface with or utilise (in each case whether directly or indi-
rectly);

means the addendum identifying certain respective rights and obligations of the parties’
in respect of personal data and privacy under our Agreement (as Updated from time to
time), which as at Order Acceptance is the latest version available at upon request;

 

Data Protection Losses
has the meaning given to that term in the Data Protection Addendum;

 

Documentation
means:
(a) the Proposal; and
(b) the relevant instructions (whether in writing, by video or otherwise) as to
how to use the Services made available by the Supplier upon request (as
Updated from time to time) (obi® University);

means the Subscription Fees together with any other amounts payable to the Supplier
under our Agreement;

means an event or sequence of events beyond a party’s reasonable control preventing
or delaying it from performing its obligations under our Agreement (provided that an
inability to pay is not Force Majeure), including any matters relating to transfer of data
over public communications networks and any delays or problems associated with any
such networks or with the internet;

means any Subscribed Service identified as being provided on a trial basis or provided
without charge (for the duration of the period during which it is provided on such basis);

Intellectual Property Rights
means any and all copyright, rights in inventions, patents, know-how, trade secrets,
trade marks and trade names, service marks, design rights, rights in get-up, database
rights and rights in data, semiconductor chip topography rights, utility models, domain
names and all similar rights and, in each case:
(a) whether registered or not;
(b) including any applications to protect or register such rights;

(c) including all renewals and extensions of such rights or applications;
(d) whether vested, contingent or future; and
(e) wherever existing;

Master SaaS Terms
means the terms set out in the clauses and other provisions of this document (including
the Schedule), as Updated from time to time;

Materials
means all services, data, information, content, Intellectual Property Rights, websites,
software and other materials provided by or on behalf of the Supplier in connection with
the Services, but excluding all Customer Data;

Non-Supplier Materials
means Materials provided, controlled or owned by or on behalf of a third party the use
of which is subject to a separate agreement or licence between the Customer and the
relevant third party (including such Non-Supplier Materials which may be linked to, in-
teract with or used by the Services) and all other Materials expressly identified as Non-
Supplier Materials in our Agreement;

Open Source Software
means any software subject to a version of the General Public Licence, together with
any other ‘open source’ software falling within the Open Source Definition issued by the
Open Source Initiative (www.opensource.org/docs/osd) at the date of our Agreement
and any ‘free software’ as defined by the Free Software Foundation (www.gnu.org/phi-
losophy/free-sw.html) at the date of our Agreement;

Order Acceptance
means the effective date of the relevant Proposal;

Proposal
means the electronic or physical form (including its schedules, annexes and appen-
dices (if any)) describing the Subscribed Services and the details of pricing and fees in
respect of each part of the Subscribed Services entered into by or on behalf of the Cus-
tomer and Supplier, incorporating these Master SaaS Terms and our Agreement (and
as varied by the parties by agreement in writing from time to time);

Permitted Downtime
means:
(a) scheduled maintenance which the Supplier shall use reasonable endeav-
ours to undertake from 2am to 6am (Irish time);
(b) emergency maintenance; or
(c) downtime caused in whole or part by Force Majeure.

Permitted Purpose
means use solely for the Customer’s internal business operations and, in respect of
each Subscribed Service, also for the internal business of operations of the Authorised
Affiliates identified in respect of that Subscribed Service on the Proposal, in each case
in accordance with the applicable Documentation and our Agreement. Permitted Pur-
pose expressly excludes any of the following to the maximum extent permitted by law:
(a) copying, reproducing, publishing, distributing, redistributing, broadcasting,
transmitting, modifying, adapting, editing, abstracting, storing, archiving, dis-
playing publicly or to third parties, selling, licensing, leasing, renting, assign-
ing, transferring, disclosing (in each case whether or not for charge) or in
any way commercially exploiting any part of any Subscribed Service or Doc-
umentation;
(b) permitting any use of any Subscribed Service or Documentation in any man-
ner by any third party (including permitting use in connection with any
timesharing or service bureau, outsourced or similar service to third parties
or making any Subscribed Service or Documentation (or any part) available
to any third party or allowing or permitting a third party to do any of the fore-
going (other than to the Authorised Affiliates for the Permitted Purpose));
(c) combining, merging or otherwise permitting any Subscribed Service (or any
part of it or any Application) to become incorporated in any other program or
service, or arranging or creating derivative works based on it (in whole or in
part); or
(d) attempting to reverse engineer, observe, study or test the functioning of or
decompile the Applications or the Services (or any part),
except as expressly permitted under our Agreement.

 

means each of the following:
(a) the Supplier’s policy on acceptable use of the Services (as Updated from
time to time), which as at Order Acceptance is the latest version available
upon request (the Acceptable Use Policy); and
(b) the Supplier’s privacy policy in relation to the Services (as Updated from
time to time), which as at Order Acceptance is the latest version available
upon request (the Privacy Policy);

Protected Data
has the meaning given in the Data Protection Addendum;

 

Relief Event
means:
(a) any breach of our Agreement by the Customer; or
(b) any Force Majeure;

Service Hours
means 24 hours a day, seven days a week excluding Permitted Downtime;

Service Period
means the period beginning on Order Acceptance and ending with the last of the Sub-
scribed Service Periods;

Services
means the Subscribed Services and the Support Services;

Subscribed Service Period
means (subject to clauses 19 and 20) in respect of each Subscribed Service, the dura-
tion during which such services are to be provided as initially set out in the Proposal
and as varied in accordance with our Agreement;

Subscribed Services
means each cloud service to which the Customer has subscribed as set out in the Pro-
posal (and Subscribed Service shall refer to each respective service separately);

means Ireland and any other territories identified in the Proposal (if any) except to the
extent it is illegal (including as a result of any embargo) under the laws of the United
States, any member of the European Union or Ireland (as binding on any person) for
the Subscribed Service to be provided to or received within such territories from time to
time;

Subscription Fee
means, in respect of each Subscribed Service, the fees payable by the Customer in
consideration of that Subscribed Service as set out in the Proposal;

Supplier
has the meaning given in the relevant Proposal;

Supplier Provided Materials
means all of the Materials provided or made available by or on behalf of the Supplier,
but excluding all Customer Data and all Non-Supplier Materials;

Supplier’s Confidential Information
means all information (whether in oral, written or electronic form) relating to the Sup-
plier’s business including information relating to the Supplier’s technology, know-how,
Intellectual Property Rights, assets, finances, strategy, products and customers. All
in-formation relating to the Proposal, obi® University and any other technical or
operational specifications or data relating to each Subscribed Service shall be part of
the Supplier’s Confidential Information;

Support Services
means, in respect of the relevant Subscribed Service, the support services provided by
the Supplier to the Customer as described in the Proposal;

Third Party Authorised Users
means, in respect of the relevant Subscribed Service, the named users authorised by
the Customer to use that Subscribed Service in accordance with the terms of our
Agreement and who are not Customer Authorised Users;

Update
has the meaning given in clause 6.2, and Updated shall be construed accordingly;

 

has the meaning given in clause 6.1; and

VAT
means Irish value added tax, any other tax imposed in substitution for it and any equiv-
alent or similar tax imposed outside Ireland.

2.1 the table of contents, background section and the clause, paragraph, sched-
ule or other headings in our Agreement are included for convenience only and
shall have no effect on interpretation;
2.2 the Supplier and the Customer are together the parties and each a party,
and a reference to a party includes that party’s successors and permitted as-
signs;
2.3 words in the singular include the plural and vice versa;
2.4 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any sim-
ilar words and expressions shall be construed as illustrative only and shall not
limit the sense of any word, phrase, term, definition or description preceding
those words;
2.5 a reference to ‘writing’ or ‘written’ includes any method of reproducing words
in a legible and non-transitory form (including email);
2.6 a reference to legislation is a reference to that legislation as amended, ex-
tended, re-enacted or consolidated from time to time and a reference to leg-
islation includes all subordinate legislation made from time to time under that
legislation; and
2.7 a reference to any Irish action, remedy, method of judicial proceeding, court,
official, legal document, legal status, legal doctrine, legal concept or thing
shall, in respect of any jurisdiction other than Ireland, be deemed to include a
reference to that which most nearly approximates to the Irish equivalent in
that jurisdiction.