Legal

Otel AI Platform Service Agreement

Background

The Supplier has developed an AI-powered co-worker platform designed for hotel teams, which it makes available to customers via the internet, enabling hotel operators to monitor operational systems, analyse data, and receive actionable insights across multiple hotel departments.

The Customer operates hotel properties and wishes to subscribe to the Supplier's AI platform to support its operational management across the Flows specified in the Order Form, and the Supplier has agreed to provide the Platform Services subject to the terms and conditions of this agreement.

Agreed terms

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

AI Output: any output, report, alert, briefing, recommendation, insight, analysis, or other content generated by the Platform Services using artificial intelligence or machine learning techniques, whether delivered via the output delivery channels, the platform, or otherwise.

Authorised Users: those employees, staff, management, and personnel of the Customer authorised to access and use the Platform Services in connection with the Customer's hotel operations at the Properties.

Automatic Renewal Period: has the meaning given to it in clause 16.2.

Business Day: a day other than a Saturday, Sunday, or public holiday in Ireland when banks in Dublin are open for business.

Order Form: means the document at the beginning of this agreement which sets out the specific details of the Customer's order, including the Platform Services specification, the Subscription Fee, and the Subscription Term.

Subscription Fee: the fee payable by the Customer for the Platform Services as calculated in accordance with the Order Form.

Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using or facilitating the use of the Platform Services, including all data automatically transmitted to or ingested by the Platform Services from Hotel Systems via the Integrations.

Custom Flow: means any automated workflow developed by the Supplier specifically for the Customer's Property or Properties, as specified in the Order Form, as distinct from a pre-built Flow forming part of the Supplier's standard platform offering.

Downtime: any period during which the Platform Services are materially unavailable to the Customer and Authorised Users, excluding any planned maintenance windows referred to in clause 3.2.

Effective Date: the date on which this agreement is signed by the last party or as set out in the Order Form.

Flow: means an automated workflow, whether a pre-built workflow forming part of the Supplier's standard platform offering or a Custom Flow, that runs on a scheduled or event-based basis to generate and deliver AI Outputs, as further described in the Scope of Services clause and specified in the Order Form.

Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance, international and national standards, industry schemes and sanctions applicable to the Customer or an Authorised User (but not the Supplier) relating to security of network and information systems and security breach and incident reporting, including the NIS2 Directive ((EU) 2022/2555), the Network and Information Systems Regulations 2018 (SI 506/2018), and Digital Operational Resilience requirements, all as amended from time to time.

Hotel Systems: means the third-party software systems and platforms operated by or on behalf of the Customer which are to be integrated with the Platform Services, as specified in the Order Form.

Initial Term: has the meaning given to it in the Order Form.

Integration: means the technical connection established between the Platform Services and a Hotel System for the purpose of transmitting data to the Platform Services, whether via direct API connection, scheduled data import, file-based connection, or such other method as is specified in the Order Form.

Intellectual Property Rights: means any and all intellectual property rights of any nature anywhere in the world, whether registered, registerable or otherwise, including patents, utility models, trademarks, registered designs, domain names, copyright, design rights, rights in databases, moral rights, know-how, trade secrets, applications for any of the foregoing, and all similar rights, in each case for their full term including renewals or extensions.

Normal Business Hours: 8.00 am to 6.00 pm local Irish time, each Business Day.

Platform Services: the AI co-worker platform comprising the platform, and Flows specified in the Order Form, and the associated Integrations which are made available by the Supplier to the Customer under an Order Form.

Properties: means the hotel property or properties operated by the Customer which are covered by this agreement, as specified in the Order Form.

Prohibited AI Practice: means any artificial intelligence practice prohibited under Article 5 of the EU AI Act, as amended or supplemented from time to time.

Representatives: has the meaning given to it in clause 13.1.

Subscription Term: means the then current term, whether the Initial Term or a subsequent renewal term. Any relevant Order Forms shall be deemed to have been amended accordingly with the details of the then current term.

Uptime Target: has the meaning given to it in clause 3.2.

Virus: any software, code, file, programme or device which may prevent, impair or adversely affect the operation of any computer software, hardware, network, telecommunications service or equipment, or prevent, impair or adversely affect access to or the reliability of any programme or data, including worms, trojan horses, viruses and similar things or devices.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

1.2 In this agreement, unless the context otherwise requires: (a) clause, schedule and paragraph headings shall not affect interpretation; (b) a person includes an individual, corporate or unincorporated body and that person's legal and personal representatives, successors or permitted assigns; (c) a reference to a company includes any company, corporation or other body corporate; (d) words in the singular include the plural and vice versa, and references to one gender include the other genders; (e) a reference to a statute or statutory provision is a reference to it as in force at the date of this agreement, including all subordinate legislation made thereunder; (f) a reference to writing or written excludes fax but includes email; and (g) references to clauses and schedules are to those of this agreement.

2. Subscription

2.1 Subject to the Customer paying the fees set out in clause 11, and subject to the restrictions set out in this clause 2 together with the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, revocable, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Platform Services during the Subscription Term solely for the Customer's internal operations in respect of the Properties specified in the Order Form and in accordance with the Scope of Services set out in clause 4.

2.2 The Customer shall, and shall procure that the Authorised Users, at all times when using the Platform Services: (a) comply with the acceptable use restrictions set out in this clause 2; and (b) use the Platform Services only within the scope of the licence granted under clause 2.1 and in accordance with the Order Form.

2.3 The Supplier reserves the right, without liability or prejudice to its other rights against the Customer, to temporarily or permanently disable access to the Platform Services for Authorised Users who are, in the sole opinion of the Supplier, in breach of the acceptable use restrictions set out in this clause 2.

2.4 The Customer shall not, and shall procure that the Authorised Users shall not, in connection with the use of the Platform Services:

1. (i)except as permitted by applicable law which cannot be excluded by agreement or as expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform Services, or attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform Services;
2. (ii)access all or any part of the Platform Services in order to build a competing product or service, or use the Platform Services to provide services to third parties, or, subject to clause 18.4, licence, sell, rent, lease, transfer, assign, distribute, disclose, or otherwise make the Platform Services available to any third party other than the Authorised Users, or attempt to obtain, or assist third parties in obtaining, access to the Platform Services other than as provided under this clause 2;
3. (iii)introduce or permit the introduction of any Virus, Vulnerability, or other harmful code into the Platform Services or the Supplier's systems, or conduct or facilitate any denial-of-service attack or other activity designed to disrupt the Platform Services, or attempt to gain unauthorised access to, interfere with, or damage any part of the Platform Services or any connected server, computer, database, or network, or use any unauthorised automated system to access, monitor, copy, or extract data from the Platform Services, or use the Platform Services in any manner that is unlawful, fraudulent, or harmful or that could impair the Platform Services or interfere with any other party's use thereof.

2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform Services and, in the event of any such unauthorised access or use, promptly notify the Supplier.

2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer unless expressly stated otherwise in an Order Form.

3. Platform services

3.1 The Supplier shall, during the Subscription Term, provide the Platform Services to the Customer on and subject to the terms of this agreement.

3.2 The Supplier shall use commercially reasonable endeavours to make the Platform Services available 24 hours a day, seven days a week, with a monthly uptime set out in the Order Form ("Uptime Target"), except for: (i) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am Irish time, of which the Supplier shall give the Customer at least 48 hours' prior written notice; and (ii) unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.

3.3 Planned maintenance windows shall be excluded from the calculation of Downtime. Monthly uptime shall be calculated as: (total minutes in month minus unplanned Downtime minutes) divided by total minutes in month, multiplied by 100.

3.4 The Supplier will, as part of the Platform Services and at no additional cost to the Customer, provide the Customer with the Supplier's standard customer support services during Normal Business Hours.

3.5 Where the Supplier fails to achieve the Uptime Target in any calendar month, the Customer shall be entitled to a service credit equal to 5% of the monthly Subscription Fee for each full 1% by which monthly uptime falls below the Uptime Target, up to a maximum of 20% of the monthly Subscription Fee per calendar month. Service credits shall be applied against the next invoice and shall be the Customer's sole and exclusive remedy for failure to achieve the Uptime Target.

3.6 The Supplier shall use commercially reasonable endeavours to respond to support requests within one (1) Business Day of receipt.

4. Scope of services

4.1 The Supplier shall provide the Platform Services to the Customer in respect of the Properties specified in the Order Form during the Subscription Term.

4.2 The Platform Services shall include the Flows specified in the Order Form. The Supplier may, from time to time and on reasonable prior written notice to the Customer, update, modify, or replace pre-built Flows provided that the overall functionality of the Platform Services is not materially diminished as a result.

4.3 Where Custom Flows are specified in the Order Form, the Supplier shall develop them in accordance with specifications agreed in writing. All Intellectual Property Rights in the bespoke elements of a Custom Flow original to the Customer's specifications shall vest in the Customer upon full payment of any applicable development fees, but all Supplier Background IP (as defined in clause 12.1) incorporated in or underlying any Custom Flow shall remain the Supplier's exclusive property. The Supplier grants the Customer a non-exclusive, royalty-free licence to use such Supplier Background IP embedded in a Custom Flow solely for the Customer's internal use during the Subscription Term. The Customer grants the Supplier a perpetual, non-exclusive, royalty-free licence to use, reproduce, modify, and incorporate into the Platform Services any Custom Flow or element thereof, provided the Supplier shall not disclose Customer Confidential Information contained therein to third parties except in anonymised or aggregated form. Each party shall provide such co-operation and execute such documents as are reasonably required to give effect to this clause.

4.4 The Platform Services are provided in respect of the Properties specified in the Order Form only. Any extension of the Platform Services to additional properties shall require a new or amended Order Form and will be subject to additional Subscription Fees calculated on the same per-room per month basis as set out therein.

5. System integrations

5.1 The Supplier shall use commercially reasonable endeavours to establish and maintain the Integrations with the Hotel Systems specified in the Order Form.

5.2 The Customer shall provide the Supplier with all credentials, access rights, and reasonable co-operation required to establish and maintain the Integrations, and shall promptly notify the Supplier of any planned material changes to a Hotel System that may affect the Integrations.

5.3 The Supplier shall not be liable for any disruption to the Platform Services or any AI Outputs attributable to: (a) a change to the interface or data schema of a Hotel System by the relevant third-party provider; (b) the Customer's failure to maintain a valid subscription or access credentials for a Hotel System; or (c) any inaccuracy or incompleteness in AI Outputs attributable to incomplete, inaccurate, or delayed data received from Hotel Systems. The Supplier makes no warranty that all Hotel Systems listed in the Order Form will be capable of Integration at all times. In the circumstances described in (a) or (b), the Supplier shall use commercially reasonable endeavours to restore the affected Integration as soon as reasonably practicable.

6. Data protection

6.1 The parties shall comply with the provisions of the Data Processing Schedule available at otelai.com/data-protection-schedule which shall, in respect of that subject matter, prevail over the terms set out in the main body of this agreement, unless the provision in the main body of this agreement expressly states or is clearly intended to supersede the conflicting or inconsistent provision in the Data Processing Schedule.

7. Third party providers

The Customer acknowledges that the Platform Services may enable access to third-party content, websites, products and services, and that it accesses them solely at its own risk. The Supplier makes no representation or warranty and shall have no liability in relation to any third-party website or any transactions entered into with any third party. The Supplier does not endorse any third-party website made available via the Platform Services.

8. Supplier's obligations

8.1 The Supplier shall perform the Platform Services substantially in accordance with the Order Form and with reasonable skill and care.

8.2 The obligation in clause 8.1 shall not apply to the extent that any non-conformance is caused by use of the Platform Services contrary to the Supplier's instructions, or modification of the Platform Services by any party other than the Supplier or its duly authorised contractors. If the Platform Services do not conform with clause 8.1, the Supplier will, at its expense, use reasonable commercial endeavours to correct such non-conformance promptly, which shall constitute the Customer's sole and exclusive remedy for any breach of clause 8.1.

8.3 The Supplier warrants that during an applicable Subscription Term: (i) the Supplier will not materially decrease the overall security of the Platform Services; (ii) the Platform Services will perform materially in accordance with the applicable Order Form; and (iii) subject to the "Third party providers" provisions above in clause 7, the Supplier will not materially decrease the overall functionality of the Platform Services.

8.4 The Supplier does not warrant that: (i) the Customer's use of the Platform Services will be uninterrupted or error-free; (ii) the Platform Services will meet the Customer's requirements; (iii) the underlying software will be free from Vulnerabilities or Viruses; or (iv) the Platform Services will comply with any Heightened Cybersecurity Requirements. The Supplier is not responsible for any loss or damage resulting from the transfer of data over the internet, and the Customer acknowledges that the Platform Services may be subject to limitations and delays inherent in the use of such communications facilities.

8.5 Except as expressly and specifically provided in this agreement: (i) all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and (ii) the Platform Services are provided to the Customer on an "as is" basis.

8.6 This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

8.7 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

8.8 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable).

9. Customer's obligations

9.1 The Customer shall:

1. (i)provide the Supplier with all necessary co-operation, access, and information (including Customer Data, security access information and configuration services) required for the provision of the Platform Services;
2. (ii)without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
3. (iii)carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
4. (iv)ensure that the Authorised Users use the Platform Services in accordance with this agreement, including the acceptable use restrictions set out in clause 2. The Customer shall remain responsible for its own breach, as well as any Authorised User's breach of this agreement;
5. (v)obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, in particular with respect to the Customer Data and the Platform Services;
6. (vi)be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;
7. (vii)ensure the accuracy and integrity of the data transmitted from Hotel Systems to the Platform Services via the Integrations, to the extent within the Customer's reasonable control, and promptly notify the Supplier of any known data quality issues that may affect AI Outputs;
8. (viii)not use AI Outputs as the sole basis for any material operational, financial, or personnel decision without independent verification and the exercise of independent judgement by a suitably qualified individual;
9. (ix)ensure that Authorised Users are made appropriately aware of the nature and limitations of AI-generated content prior to using the Platform Services.

9.2 The Customer shall own all right, title and interest in and to all of the Customer Data and save in respect of Personal Data (as defined in and governed by the Data Processing Schedule), Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

10. AI outputs

10.1 The Customer acknowledges and agrees that:

1. (i)AI Outputs are generated using artificial intelligence and machine learning techniques and are probabilistic in nature; AI-generated content is not guaranteed and the Supplier does not warrant that any AI Output will be accurate, complete, or error-free;
2. (ii)AI Outputs are provided for informational and operational decision-support purposes only and do not constitute professional advice of any kind (including, without limitation, financial, revenue management, legal, or employment advice), and should not be relied upon as such without independent verification;
3. (iii)the accuracy and completeness of AI Outputs is dependent on the quality, completeness, and timeliness of data received from Hotel Systems and Customer Data made available to the Platform Services; and
4. (iv)the Customer and its Authorised Users retain full responsibility for all operational decisions made, whether or not informed by an AI Output.

10.2 The Supplier's liability in respect of any AI Output shall be subject to the limitations set out in the Limitation of Liability clause of this agreement.

11. Charges and payment

11.1 Payment terms. The Customer shall pay all fees in Euro (€) as specified in the Order Form. All fees are non-refundable, non-cancellable, and exclusive of VAT.

11.2 Invoicing and late payment. Invoices must be paid within 30 days of receipt to the Supplier's nominated bank account. If an invoice remains unpaid 30 days past its due date, the Supplier may, upon 5 Business Days' written notice and without liability, suspend access to the platform. Overdue amounts will accrue interest daily at an annual rate of 3% above the base lending rate of the Supplier's bank in Ireland.

11.3 Price adjustments. Fees are locked for the first 12 months from the Effective Date. Thereafter, the Supplier may increase pricing upon 60 days' prior written notice, provided such increases do not take effect during an already invoiced billing period and are documented in a signed amendment.

12. Proprietary rights

12.1 The Customer acknowledges that the Supplier and/or its licensors own all Intellectual Property Rights in the Platform Services and all technology, AI models, algorithms, software, and systems underlying or forming part of the Platform Services ("Supplier Background IP"). Subject to the Customer's compliance with this agreement, the Supplier grants the Customer a non-exclusive, non-transferable, revocable licence during the Subscription Term to access and use the Platform Services for the Customer's internal business purposes in respect of the Properties specified in the Order Form. The Customer shall have no right to sub-licence without the Supplier's prior written consent. Except as expressly stated herein, this agreement does not grant the Customer any rights in respect of the Platform Services or its underlying software or technology.

12.2 The Supplier confirms that it possesses all necessary Intellectual Property Rights in relation to the Platform Services which are necessary for the Supplier to fulfil its obligations under the terms of this agreement.

12.3 Licence by Customer to Supplier. The Customer grants the Supplier, and applicable contractors a worldwide, limited-term licence to host, copy, use, transmit, and display Customer Data as appropriate for the Supplier to provide and ensure proper operation of the Platform Services and associated systems in accordance with this agreement. Subject to the limited licences granted herein, the Supplier acquires no right, title or interest from the Customer or its licensors under this agreement in or to any Customer Data.

12.4 The Customer grants the Supplier a worldwide, perpetual, irrevocable, royalty-free licence to use, distribute, disclose, and make and incorporate into the Platform Services any suggestion, enhancement request, recommendation, correction or other feedback provided by the Customer or Authorised Users relating to the operation of the Platform Services.

12.5 All Intellectual Property Rights in AI Outputs generated by the Platform Services using Customer Data shall vest in and be owned by the Customer. The Customer hereby grants the Supplier a perpetual, non-exclusive, royalty-free licence to access, use, and retain AI Outputs to provide, operate, maintain, and improve the Platform Services.

12.6 The Customer acknowledges and agrees that the Supplier may, during and after the Subscription Term, collect, derive, and use data in aggregated and anonymised form (such that it does not identify the Customer, any Property, any Authorised User, or any individual) from Customer Data and usage of the Platform Services for the purposes of: (a) improving, developing, and enhancing the Platform Services and the Supplier's other products and services; (b) compiling benchmarking, statistical analysis, and industry insights; (c) training, testing, and validating AI models and algorithms; and (d) generating anonymised reports for publication or distribution to third parties. For the avoidance of doubt, such aggregated and anonymised data shall not constitute Customer Data or Confidential Information of the Customer for the purposes of this agreement.

13. Confidentiality and compliance with policies

13.1 In this clause 13, "Confidential Information" means all information (in whatever form) disclosed by or on behalf of a party to the other party, whether before or after the date of this agreement, that is either marked as confidential or which ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure, including the terms of this agreement, Customer Data, details of the Platform Services, and any information relating to a party's business, operations, customers, plans, or technology. Each party shall keep the other party's Confidential Information strictly confidential and shall not, without the prior written consent of the disclosing party, disclose it to any person other than its employees, officers, contractors, and professional advisers ("Representatives") who need to know such information for the purposes of this agreement and who are bound by obligations of confidentiality no less onerous than those set out in this clause. Each party shall be responsible for its Representatives' compliance with this clause.

13.2 The obligations in clause 13.1 shall not apply to information that: (i) is or becomes publicly available other than through breach of this clause; (ii) was already known to the receiving party before disclosure, free of any obligation of confidence; (iii) is received from a third party who is not in breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

13.3 A party may disclose Confidential Information to the extent required by law, regulation, or order of a court or competent authority, provided that (where legally permitted) it gives the other party reasonable prior notice of such disclosure.

13.4 On termination or expiry of this agreement, each party shall promptly return or destroy (at the disclosing party's election) all Confidential Information of the other party in its possession or control and, on request, certify in writing that it has done so, save that a party may retain copies to the extent required by applicable law or regulation.

13.5 The obligations in this clause 13 shall survive termination or expiry of this agreement for a period of five (5) years.

14. Indemnity

14.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Platform Services, provided that: (i) the Customer is given prompt notice of any such claim; (ii) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and (iii) the Customer is given sole authority to defend or settle the claim.

14.2 The Supplier shall defend the Customer against any claim that the Customer's use of the Platform Services in accordance with this agreement infringes any Irish patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded in judgment or settlement of such claims, provided that: (i) the Supplier is given prompt notice of any such claim; (ii) the Customer does not make any admission or attempt to settle the claim and provides reasonable co-operation at the Supplier's expense; and (iii) the Supplier is given sole authority to defend or settle the claim.

14.3 In the defence or settlement of any claim under clause 14.2, the Supplier may procure the right for the Customer to continue using the Platform Services, replace or modify the Platform Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on two (2) Business Days' notice to the Customer without additional liability.

14.4 In no event shall the Supplier be liable to the Customer to the extent that the alleged infringement is based on: (i) modification of the Platform Services by anyone other than the Supplier; (ii) use of the Platform Services contrary to the Supplier's instructions; (iii) use of the Platform Services after notice of the alleged or actual infringement; or (iv) the Customer's breach of this agreement.

14.5 Clauses 14.1 to 14.4 state the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.

15. Limitation of liability

15.1 Nothing in this agreement excludes the liability of the Supplier: (i) for death or personal injury caused by the Supplier's negligence; or (ii) for fraud or fraudulent misrepresentation.

15.2 Subject to clause 15.1: (i) the Supplier shall have no liability for any loss of profits, loss of business, wasted expenditure, depletion of goodwill, loss or corruption of data or information, or any special, indirect or consequential loss, costs, damages, charges or expenses; and (ii) the Supplier's total aggregate liability to the Customer (including in respect of the indemnity at clause 14.2), in respect of all breaches of duty occurring within any contract year shall not exceed the total amount paid by Customer hereunder for the Platform Services giving rise to the liability in the twelve months immediately preceding the first incident out of which the liability arose.

15.3 References to liability in this clause 15 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

15.4 Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of the Supplier's Intellectual Property Rights.

16. Term and termination

16.1 This agreement shall commence on the Effective Date and shall continue for the Initial Term, unless earlier terminated in accordance with the provisions herein.

16.2 Upon expiry of the Initial Term, this agreement shall automatically renew for successive periods of 12 months (each an "Automatic Renewal Period"), unless either party gives the other not less than 30 days' prior written notice of non-renewal before the end of the then-current Subscription Term.

16.3 Either party may terminate this agreement with immediate effect by written notice if: (a) the other party fails to pay any amount due and such amount remains unpaid for 30 days after written notice requiring payment; (b) the other party commits a material breach which is irremediable or, if remediable, fails to remedy it within 30 days of written notice specifying the breach; or (c) the other party becomes insolvent, enters administration, liquidation, or any analogous process in any jurisdiction.

16.4 On termination or expiry of this agreement: (a) all licences granted hereunder shall immediately terminate and the Customer shall cease all use of the Platform Services; (b) each party shall return or destroy all property, documents, and materials belonging to the other party; (c) the Supplier shall, on written request received within 10 days of termination, use reasonable endeavours to deliver the most recent back-up of Customer Data to the Customer within 30 days, subject to payment of all outstanding fees, and may thereafter delete all Customer Data in its possession; and (d) any accrued rights, remedies, or liabilities of the parties shall not be affected.

16.5 If this agreement is terminated by the Customer pursuant to clause 16.3, the Supplier shall refund any prepaid Subscription Fees attributable to the period after the date of termination. If terminated by the Supplier pursuant to clause 16.3, the Customer shall pay all fees due for the remainder of the then-current Subscription Term to the extent permitted by applicable law. Termination shall not relieve the Customer of its obligation to pay fees accrued prior to termination.

17. Force majeure

Neither party shall be liable for any failure or delay in performing its obligations if such failure or delay results from events beyond its reasonable control, and the time for performance shall be extended accordingly. If such delay continues for eight (8) weeks, the unaffected party may terminate this agreement by giving thirty (30) days' written notice to the affected party.

18. General

18.1 Amendments and waivers. Variations or waivers are only effective if written and signed by both parties. A failure or delay in exercising any right does not waive that right.

18.2 Severability. If any provision is found invalid, it will be deleted without affecting the rest of the agreement. Statutory rights and remedies are in addition to those provided herein.

18.3 Entire agreement. This agreement and the Order Form constitute the entire understanding between the parties, superseding all prior discussions or representations not explicitly set out here.

18.4 Assignment. The Customer may not assign or transfer its rights under this agreement without the Supplier's prior written consent. The Supplier may assign, transfer, or subcontract its rights and obligations at any time.

18.5 Relationship. Nothing herein creates a partnership, agency, or joint venture between the parties; neither party has the authority to bind the other.

18.6 Counterparts and signatures. This agreement may be executed in counterparts via electronic signature or email transmission (for example, PDF), which will be deemed original and legally binding.

18.7 Notices. All notices must be in writing and sent to the addresses in the Order Form via hand delivery, registered post, or email. Delivery is deemed effective when left at the address, two Business Days after mailing, or upon email transmission during business hours. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (i) the Data Processing Schedule; (ii) the applicable Order Form; and (iii) this agreement.

18.8 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the laws of Ireland. Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).