Contents

1.   Interpretation

2.   Basis of Contract

3.   Client's Obligations

4.   Jayva's Obligations

5.   LEAP Implementation and Training

6.   Change Control

7.   Charges and Payment

8.   Cancellation or Postponement of Services

9.   Intellectual Property Rights

10. Data Protection

11. Confidentiality

12. Indemnity

13. Limitation of Liability

14. Termination

15. Force Majeure

16. Waiver

17. Rights and Remedies

18. Severance

19. Entire Agreement

20. Assignment

21. No Partnership or Agency

22. Third Party Rights

23. Notices

24. Governing Law

25. Jurisdiction

Schedule 1 — Data Processing Particulars

1.  INTERPRETATION

The definitions and rules of interpretation in this condition apply in these Terms and Conditions.

1.1 Definitions: the following words and expressions have the meanings set out below wherever they appear in these Terms and Conditions, unless the context otherwise requires.

the Services that do not form part of, and are additional to, the LEAP Implementation and Training.

Business Day

Client

Client Materials

Client Personal Data

Confidential Information

Contract

Data Protection Acts

Data Protection Law

Fees

GDPR

Group

Intellectual Property Rights

Jayva

Jayva Materials

LEAP

LEAP Implementation and Training

Order

Services

Services Confirmation

Training Materials

1.2 Additional definitions: Booking Confirmation means Jayva's written confirmation of a booking under condition 5.4. Business Hours means 9.00 am to 5.00 pm on a Business Day, using Irish local time. Client Materials includes materials uploaded to or stored within the Client's instance of LEAP. Mandatory Policies means only Jayva policies expressly identified in the Services Confirmation and supplied before acceptance; no policies are incorporated if none are identified and supplied. Amendments shall be notified in writing and shall not materially alter scope, charges or risk allocation without agreement under condition 6.

1.3 Construction: in these Terms and Conditions, unless the contrary intention is stated, a reference to:

(a)   the singular includes the plural and vice versa; either gender includes the other and the neuter, and vice versa;

(b)   a person is a reference to any individual, firm, company, corporation, governmental entity or agency of a state or any association or partnership (whether or not having separate legal personality), and includes that person's legal personal representatives, successors and permitted assigns;

(c)   time is a reference to the time in force in Ireland;

(d)   any agreement, document or instrument is to the same as amended, novated, modified, supplemented or replaced from time to time;

(e)   a clause or provision is a reference to a clause or provision of these Terms and Conditions;

(f)    'including' means comprising, but not by way of limitation to any class, list or category;

(g)   a law includes any provision of any constitution, statute, statutory instrument, order, by-law, directive, regulation or decision of any governmental entity and any judicial or administrative interpretation of any of the foregoing;

(h)   any Irish legal or accounting term for any action, remedy, method of judicial proceeding, insolvency proceeding, legal or accounting document, status, court or authority shall, in respect of any jurisdiction other than Ireland, be deemed to include what most approximates in that jurisdiction to the Irish term concerned;

(i)    'writing' includes any electronic mode of representing or reproducing words in visible form; and

(j)         'data controller', 'data processor', 'data subject', 'personal data' and 'processing' have the meanings given to them in Data Protection Law.

2.  BASIS OF CONTRACT

2.1 Jayva shall supply the quote and these Terms and Conditions before acceptance. The Client may accept in writing, including email, or issue an Order referring to the quote. Acceptance must be by an authorised representative. Jayva may accept or reject an Order; a Contract forms when Jayva confirms the Client's acceptance or Order in writing or commences the agreed Services following the Client's acceptance.

2.2 Any descriptions or illustrations contained in Jayva's advertising, brochures or other marketing collateral are provided for the sole purpose of giving an approximate idea of the Services and do not form part of the Contract or have any contractual force.

2.3 These Terms and Conditions are incorporated into the Contract. The Client's standard terms shall not apply unless expressly agreed under condition 2.4. In the event of inconsistency, precedence is: an expressly agreed variation; the Services Confirmation; these Terms and Conditions; and their Schedules. The Services Confirmation overrides a legal provision of these Terms and Conditions only where it expressly identifies that provision and the agreed departure. Engagement-specific processing particulars may supplement or replace Schedule 1 but shall not reduce condition 10 safeguards or Data Protection Law requirements.

2.4 No variation of the Contract is binding unless agreed in writing, including email, by duly authorised representatives of both parties. Changes to the Services shall follow condition 6. Publication or notification of revised standard terms does not amend an existing Contract without that agreement.

3.  CLIENT'S OBLIGATIONS

3.1 The Client shall use reasonable endeavours to procure prompt and full cooperation by its employees and agents. It shall identify authorised operational and commercial contacts in the Services Confirmation and notify changes in writing. Jayva may rely on operational instructions within their notified authority. Changes to scope, charges or contractual terms require written approval by authorised commercial representatives under conditions 2.4 and 6. Jayva shall seek clarification where an instruction is outside scope or authority is reasonably in doubt.

3.2 Subject to condition 13.1, Jayva shall not be liable to the extent loss is caused by the Client's fault, including incomplete, inaccurate, illegible, out-of-sequence or incorrectly formatted documents, data or instructions, or their late or non-arrival. This does not exclude liability to the extent Jayva's breach or negligence contributed to the loss, including failure to identify an issue that reasonable skill and care in the agreed Services required it to identify.

3.3 The Client shall provide suitable working accommodation, equipment and safe premises at its own cost, with access during normal working hours and otherwise by agreement. Injury or damage claims shall be determined by each party's legal responsibility, subject to condition 13, not an indemnity merely because an event occurred during the Services. Delivery dates are estimates and time is not of the essence; Jayva shall use reasonable endeavours to meet them and notify material changes.

3.4 The Client shall not, without the prior written consent of Jayva, at any time from the date of the Contract to the expiry of six (6) months after the completion of the Services or any other services provided by Jayva under any other contract, solicit or entice away from Jayva, or employ or engage, or attempt to employ or engage, any person who is or has been engaged as an employee or subcontractor of Jayva and who has been involved in the provision of the Services.

3.5 Any consent given by Jayva under condition 3.4 shall be subject to the Client paying to Jayva on demand a sum equivalent to 20% of the then-current annual remuneration of Jayva's employee or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Client to that person.

3.6 The Client shall obtain and maintain the licences, subscriptions, permissions and rights required for LEAP and other systems used for the Services; provide necessary system access and credentials securely; provide timely information accurate and complete in all material respects; and prepare the premises at its own cost. If the Client delays or prevents performance, Jayva shall notify it promptly, explain the timetable impact and take reasonable mitigating steps. The Client shall reimburse reasonable, evidenced and unavoidable additional direct costs, subject to condition 13; additional work and revised dates require agreement under condition 6. No indirect or consequential loss, lost profit, reputational loss or opportunity cost is recoverable under this condition, and no cancellation charge or other payment may duplicate recovery for the same loss.

4.  JAYVA'S OBLIGATIONS

4.1 Jayva shall perform the Services with reasonable skill and care and in accordance in all material respects with the Services Confirmation, and shall use reasonable endeavours to manage and complete the agreed project.

4.2 Jayva's responsibility for inaccuracies or omissions in the Services or information supplied under the Contract shall be determined by its contractual obligations, including condition 4.1, and condition 13.

4.3 Jayva shall appoint a project manager or delivery contact for operational matters. That appointment does not itself authorise changes to charges, scope, liability or other contractual terms; these require approval under conditions 2.4 and 6. Jayva shall use reasonable endeavours to maintain continuity but may replace its contact where reasonably necessary, notifying the Client.

5.  LEAP IMPLEMENTATION AND TRAINING

5.1 If the Services consist of implementation of the LEAP system and initial LEAP training (LEAP Implementation and Training), the provisions of this condition 5 shall apply to the Contract.

5.2 Dates are provisional until Jayva issues a Booking Confirmation. Any PC system audit, readiness checks, submission deadline and consequence of non-compliance shall be stated in the Services Confirmation. Jayva shall notify the Client before releasing provisional dates because an agreed readiness requirement has not been met.

5.3 Where data migration or transition involving LEAP is included, the Services Confirmation shall identify source and destination systems, Jayva's and third parties' responsibilities, dependencies and validation arrangements. Jayva shall use reasonable endeavours to coordinate preferred dates and minimise disruption. Dates dependent on third parties are subject to their availability and confirmation. Jayva does not guarantee third-party availability but remains responsible for its own agreed Services with reasonable skill and care.

5.4 Once Jayva has confirmed a booking of the LEAP Implementation and Training (Booking Confirmation), any cancellation or postponement by the Client of a scheduled implementation or training day, whether scheduled to be delivered remotely or on site, shall be subject to the cancellation charges set out in condition 8.2 (calculated by reference to the notice given before the scheduled implementation or training day), and condition 8 shall apply accordingly. The Client's attention is also drawn to the fact that LEAP may separately charge the Client for the cancellation or postponement of a LEAP-hosted session, in addition to and independently of any charges payable to Jayva under this condition 5.

5.5 Any refund, credit or training reimbursement offered by LEAP is subject to the Client's separate agreement with LEAP, including eligibility requirements and amount. Any relevant arrangement shall be identified in the Services Confirmation only after confirmation with LEAP. Jayva does not promise or guarantee a LEAP refund; the Client remains responsible for Jayva's agreed charges irrespective of third-party reimbursement.

5.6 LEAP is responsible for supplying, licensing, maintaining and performing its software and platform under its separate agreement with the Client. Jayva is not the software provider and does not guarantee LEAP's performance. This does not exclude Jayva's responsibility for implementation, configuration, training or support expressly included in the Services Confirmation. Cancellation expenses are governed exclusively by condition 8.6, without duplicate recovery, and condition 8.2 applies equally to LEAP Implementation and Training and Additional Services.

6.  CHANGE CONTROL

6.1 If either party wishes to change the scope of the Services, it shall submit details of the requested change to the other in writing.

6.2 If either party requests a change to the scope or execution of the Services, Jayva shall, within a reasonable time, provide a written estimate to the Client of: (a) the likely time required to implement the change; (b) any variations to Jayva's charges arising from the change; (c) the likely effect of the change on the Services Confirmation; and (d) any other impact of the change on the terms of the Contract.

6.3 If Jayva requests a change to the scope of the Services, the Client shall not unreasonably withhold or delay consent to it.

6.4 If the Client wishes Jayva to proceed with the change, Jayva has no obligation to do so unless and until the parties have agreed in writing the necessary variations to its charges, the Services Confirmation and any other relevant terms of the Contract to take account of the change.

7.  CHARGES AND PAYMENT

7.1 Invoices for Additional Services shall be paid in full in cleared funds within 14 days of the invoice date unless advance payment is expressly agreed in the Services Confirmation. LEAP Implementation and Training shall be invoiced at the agreed fixed price and paid in advance at least five Business Days before the start stated in the Booking Confirmation and no later than the agreed invoice due date. Bookings within that period require an expressly agreed payment deadline before commencement.

7.2 If payment of any invoice is not made on the due date, Jayva shall be entitled, without limiting any other right it may have, to charge interest on the outstanding amount (both before and after judgment) at the rate of 8% per annum above the base rate from time to time of the European Central Bank, from the due date until the outstanding amount is paid in full.

7.3 In the case of late payment by the Client, Jayva may, without incurring any liability to the Client, suspend delivery of any Services not yet delivered until payment is made of all sums outstanding. If the Client has not paid any invoice within three months of its due date, Jayva shall be entitled to terminate the Contract by giving notice to the Client and to claim compensation for any loss it has incurred.

7.4 All Fees payable under the Contract are exclusive of value-added tax. Jayva shall charge value-added tax at the rate and in the manner from time to time prescribed by the Value-Added Tax Consolidation Act 2010 and shall provide the Client with a valid VAT invoice.

7.5 For time-and-materials Additional Services, the Services Confirmation shall specify hourly or daily rates, minimum bookings, chargeable day length, breaks, delivery hours and any out-of-hours rate. Business Hours do not determine chargeable hours. Rates shall not change during the engagement without agreement under condition 6. Jayva shall keep time records and, unless otherwise expressly agreed, invoice monthly in arrears with a detailed breakdown and relevant expense receipts. Fixed-price Additional Services and their invoice schedule shall be specified in the Services Confirmation; milestone invoices shall follow achievement of the corresponding milestone.

7.6 The Services Confirmation shall state whether Fees include expenses. Any separately payable travel, accommodation, subsistence, materials and third-party services shall be charged at cost and require prior written approval. Jayva shall obtain approval of estimated travel expenses before commitment. Any advance expense payment and deadline must be expressly agreed; Jayva shall reconcile actual costs, refund excess advances and invoice approved additional costs payable under condition 7.1. Cancellation expenses are governed by condition 8.6.

7.7 On termination or expiry, charges accrued for Services performed, approved expenses and applicable cancellation charges become payable. Uninvoiced accrued amounts shall be invoiced and paid within 14 days. Charges for unperformed Services shall not be accelerated merely because the Contract ends. After deducting properly payable sums without duplicate recovery, Jayva shall refund prepayments for unperformed Services; condition 8.4 governs cancellation refunds.

8.  CANCELLATION OR POSTPONEMENT OF SERVICES

8.1 Condition 8.2 applies to each confirmed booking date cancelled or postponed by the Client, including LEAP Implementation and Training. Notice must be in writing, including email to Jayva's booking contact identified in the Services Confirmation or Booking Confirmation. Notice is measured in elapsed hours before the scheduled start, including weekends and public holidays, from actual receipt at that contact. The Business Hours deeming rule in condition 23.2 does not apply.

8.2 Cancellation charges shall be calculated as follows:

       (a) where cancellation or postponement is made with less than 24 hours’ prior written notice, a flat cancellation fee of €175 shall apply;

       (b) where cancellation or postponement is made with 24 hours’ or more, but less than 48 hours’ prior written notice, a flat cancellation fee of €87.50 shall apply; and

       (c) where cancellation or postponement is made with 48 hours’ or more prior written notice, no cancellation charge shall apply.

8.3 For the avoidance of doubt, where the Client cancels or postpones Services consisting of LEAP Implementation and Training, the cancellation charges are calculated in accordance with condition 8.2 above (see also condition 5.4).

8.4 If payment has already been received in full by Jayva, a refund of any overpayment will be made to the Client within five Business Days of receipt of the cancellation or postponement notice.

8.5 Jayva may waive a cancellation charge where a booking is rearranged by agreement. No separate administration fee applies to cancellation or postponement. No cancellation charge applies where Jayva cancels or postpones; the parties shall agree an alternative date or Jayva shall refund prepaid charges for affected unperformed Services.

8.6 In addition to the applicable flat cancellation charge, the Client shall reimburse approved travel and accommodation costs reasonably incurred for cancelled or postponed Services only to the extent they cannot reasonably be refunded, credited or reused. Jayva shall take reasonable steps to mitigate costs and provide evidence on request. No cost shall be recovered more than once.

9.  INTELLECTUAL PROPERTY RIGHTS

9.1 Each party retains its existing Intellectual Property Rights; Jayva Materials remain owned by Jayva or its licensors. Unless the Services Confirmation expressly provides otherwise, rights in deliverables created by Jayva, excluding Client Materials and third-party materials, belong to Jayva. Any bespoke assignment must be expressly agreed and excludes Jayva Materials unless otherwise expressly stated. On full payment for the relevant deliverable, Jayva grants the Client a perpetual, non-exclusive, royalty-free licence to use, copy, store and adapt it and incorporated Jayva Materials for its own business purposes. The Client may permit personnel and service providers to exercise those rights solely on its behalf under confidentiality obligations. The licence survives termination and is transferable only with the relevant business under condition 20. Third-party materials remain subject to applicable licence terms, which Jayva shall identify.

9.2 The Client retains all rights in Client Materials and grants Jayva a non-exclusive, royalty-free licence, during the Contract and agreed handover, to use, copy and modify them solely to perform the Services. Approved subcontractors may exercise this licence only for those purposes, subject to conditions 10, 11 and 20. Client Materials and Confidential Information shall not be incorporated into reusable materials or used to train a general-purpose AI model without the Client's express written agreement and compliance with Data Protection Law.

9.3 Documentation and Training Materials may be copied and stored to the extent permitted by conditions 9.1 and 9.2. Neither party may otherwise publish, resell or distribute the other's materials without written consent. Condition 11.12 does not require return or deletion of paid-for deliverables or Jayva Materials covered by a continuing licence under condition 9.1; confidentiality obligations continue.

10.  DATA PROTECTION

10.1 For the purposes of this condition 10, the terms controller, processor, data subject, personal data, personal data breach and processing have the meanings given to them in Data Protection Law.

10.2 Both parties shall comply with all applicable requirements of Data Protection Law. This condition 10 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Data Protection Law.

10.3 Jayva acts as processor for Client Personal Data processed on the Client's behalf to deliver the Services. The Client acts as controller or, where itself a processor, warrants it has its controller's authority to appoint Jayva. Schedule 1 and incorporated engagement-specific particulars shall describe actual processing. Each party is an independent controller for its own administration, billing and legal compliance and shall meet its applicable obligations. Contractual labels do not override actual roles under Data Protection Law.

10.4 Should the particulars referred to in condition 10.3 change, the parties shall work together in good faith to make any changes necessary to this condition 10 and to Schedule 1.

10.5 The Client shall establish an appropriate lawful basis, provide required privacy information and obtain necessary permissions for processing Client Personal Data. Where special-category or criminal-offence data is involved, it shall identify applicable additional conditions and notify Jayva of the categories and safeguards before processing. This does not relieve Jayva of its own obligations under Data Protection Law.

10.6 Jayva shall:

(a)   process Client Personal Data only on the documented instructions of the Client, which are to process the Client Personal Data as necessary to provide the Services, unless required by applicable law to do otherwise, in which case Jayva shall notify the Client before processing (unless prohibited from doing so by applicable law), and shall inform the Client if an instruction is likely to infringe applicable law (and may suspend the Services until revised instructions are agreed);

(b)   ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Client Personal Data and against accidental loss, destruction of, or damage to, Client Personal Data;

(c)   ensure that personnel engaged to process Client Personal Data are obliged to keep that personal data confidential;

(d)   taking into account the nature of processing and information available to Jayva, assist the Client by appropriate technical and organisational measures, insofar as possible, with data subject requests and security, breach notification, impact assessment and regulatory consultation obligations. Reasonable charges for additional assistance shall be agreed in advance and shall not prevent or delay legally required cooperation. Jayva shall bear costs arising from its own breach;

(e)   notify the Client without undue delay on becoming aware of a personal data breach involving Client Personal Data;

(f)   at the Client's choice, return or delete Client Personal Data after the end of Services relating to processing and delete existing copies unless applicable law requires retention. Jayva shall confirm completion on request and identify legally required retention. Residual backups shall be protected, put beyond ordinary use and deleted under a documented retention cycle; if lawfully restored for recovery or legal requirements, the deletion instruction shall be reapplied; and

(g)   maintain records, make available all information necessary to demonstrate compliance with processor obligations, and allow and contribute to audits and inspections by the Client or its mandated auditor. Reasonable notice, confidentiality and security arrangements shall not obstruct statutory rights, regulatory access or urgent investigation of a suspected breach. Audits shall avoid unnecessary disruption and disclosure of other clients' information.

10.7 The Client gives general written authorisation for subprocessors identified before processing begins. Jayva shall maintain and supply their current identities, functions and locations, impose equivalent written data protection obligations and remain fully responsible for performance. Proposed additions or replacements require advance written notice and a reasonable opportunity to object on data protection grounds before processing. The parties shall seek a compliant alternative following objection; if none is agreed, either may terminate affected Services on written notice, with payment for properly performed Services and refund of prepayments for unperformed Services, without an objection indemnity or cancellation charge.

10.8 Jayva shall make international transfers of Client Personal Data, including overseas remote access constituting a restricted transfer, only on documented instructions or written authorisation and in compliance with Data Protection Law. Before transfer, the parties shall identify recipients and locations, establish the applicable lawful mechanism, implement required contractual safeguards and assessments and apply necessary supplementary measures. Client authorisation alone is not a lawful transfer mechanism.

11.  CONFIDENTIALITY

This condition 11 sets out the parties' confidentiality obligations for the duration of the Contract and following its termination or expiry. It replaces and supersedes any separate non-disclosure or confidentiality agreement previously entered into between the parties in connection with the Services, save that any separate non-disclosure agreement entered into before the date of the Contract in connection with discussions preceding the Contract shall continue to apply to the period before the Contract took effect.

11.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party (the Disclosing Party) or its Representatives to the other party (the Receiving Party) or its Representatives, whether before or after the date of the Contract, in connection with the Contract, including:

(a)   the existence and terms of the Contract or any agreement entered into in connection with it;

(b)   any information that would be regarded as confidential by a reasonable business person relating to the business, assets, affairs, customers, clients, suppliers, plans, intentions or market opportunities of the Disclosing Party (or any member of its Group), or to its operations, processes, product information, know-how, designs, trade secrets or software; and

(c)   any information, analysis, summary or specification developed by, or derived from, containing or reflecting the above, whether developed by the parties in the course of carrying out the Contract or otherwise.

11.2 Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

11.3 This condition 11 does not apply to Confidential Information that: (a) is or becomes generally available to the public other than as a result of its disclosure by the Receiving Party or its Representatives in breach of this condition; (b) was available to the Receiving Party on a non-confidential basis before disclosure by the Disclosing Party; (c) becomes available to the Receiving Party on a non-confidential basis from a person who, to the Receiving Party's knowledge, is not bound by a confidentiality obligation to the Disclosing Party in relation to the information; (d) the parties agree in writing is not confidential or may be disclosed; or (e) is developed by or for the Receiving Party independently of the information disclosed by the Disclosing Party.

11.4 Each party shall keep the other party's Confidential Information secret and confidential and shall not: (a) use it except for the purpose of exercising or performing its rights and obligations under or in connection with the Contract (the Permitted Purpose); or (b) disclose it, in whole or in part, to any third party, except as expressly permitted by this condition 11.

11.5 A party may disclose the other party's Confidential Information to those of its Representatives who need to know it for the Permitted Purpose, provided that it informs those Representatives of its confidential nature before disclosure and remains responsible at all times for their compliance with this condition 11.

11.6 A party may disclose Confidential Information to the extent required by law, by any governmental or regulatory authority, or by a court or other authority of competent jurisdiction, provided that, to the extent legally permitted, it gives the other party as much notice of the disclosure as possible and takes into account the other party's reasonable requests regarding the content of the disclosure.

11.7 A party may, provided it has reasonable grounds to believe the other party is involved in activity that may constitute a criminal offence under the Criminal Justice (Corruption Offences) Act 2018, disclose Confidential Information to An Garda Síochána or other competent authority without first informing the other party of that disclosure.

11.8 Each party shall not, and shall procure that its Representatives do not, reverse engineer, decompile, disassemble or otherwise attempt to derive the underlying structure, ideas or algorithms of any software, systems, methodologies or other materials forming part of the other party's Confidential Information, save to the extent such restriction cannot be excluded by applicable law. Any analysis, report or summary prepared by or for the Receiving Party that is derived from, or reflects, the Disclosing Party's Confidential Information shall itself be treated as Confidential Information for the purposes of this condition 11.

11.9 Each party shall implement and maintain appropriate technical and organisational security measures to protect the other party's Confidential Information against unauthorised or unlawful processing and against accidental loss, destruction or damage, including, where applicable and proportionate to the nature of the Confidential Information concerned, access controls, encryption of Confidential Information in transit and at rest, and multi-factor authentication for systems used to store or access Confidential Information.

11.10 Each party shall notify the other without undue delay on becoming aware of any actual or suspected unauthorised access to, or loss, theft or disclosure of, the other party's Confidential Information, or any security incident that has or may have affected it, and shall cooperate with the other party's reasonable requests in investigating and mitigating the effects of that event. This condition 11.10 is in addition to, and does not replace, the personal data breach notification obligation at condition 10.6(e).

11.11 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information, other than those expressly stated in the Contract, are granted to the other party or are to be implied from these Terms and Conditions.

11.12 Subject to condition 9.3, on termination or expiry of the Contract, or earlier on request, each party shall: (a) return to the other party, or (at the other party's election) destroy, all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information; (b) erase all the other party's Confidential Information from computer and communications systems and devices used by it, including systems and data storage services provided by third parties, to the extent technically and legally practicable; and (c) certify in writing to the other party that it has complied with this condition 11.12, provided that a party may retain documents and materials to the extent required by law or by a governmental or regulatory authority, in which case this condition 11 shall continue to apply to the materials so retained.

11.13 Except as expressly stated in the Contract, no party makes any express or implied warranty or representation concerning its Confidential Information.

11.14 This condition 11 shall survive termination or expiry of the Contract for a period of five years, save that, in relation to any Confidential Information that constitutes a trade secret, the obligations in this condition 11 shall continue for as long as that information retains its confidential character.

11.15 Assignment of rights under this condition is governed by condition 20. Assignment does not release confidentiality obligations or permit disclosure prohibited by conditions 10 and 11.

11.16 Nothing in this Contract constitutes an offer or representation concerning any future contract. Except for fraud, express contractual obligations and duties that cannot lawfully be excluded, neither party warrants the accuracy, reliability or completeness of Confidential Information merely by disclosing it. This does not limit the Client's information obligations under condition 3.6 or Jayva's obligation under condition 4.1.

11.17 Without prejudice to any other rights or remedies of the Disclosing Party, the Receiving Party acknowledges that damages may not be an adequate remedy for any breach of this condition 11, and that the Disclosing Party shall be entitled to seek injunctive relief, specific performance and other equitable relief for any threatened or actual breach, without proof of special damages.

11.18 The Client shall comply with the Mandatory Policies in performing its obligations under the Contract.

12.  INDEMNITY

12.1 Subject to condition 13, the Client shall indemnify Jayva against amounts finally awarded by a court or agreed in a settlement approved by the Client, and reasonable external defence costs, arising from a third-party claim that Client Materials supplied for the agreed Services infringe that party's Intellectual Property Rights. This excludes claims to the extent caused by Jayva's unauthorised use or modification, combination not required by the Contract, negligence or breach. Ordinary contractual breach claims are governed by usual remedies and condition 13, not a general indemnity.

12.2 Subject to condition 13, Jayva shall indemnify the Client against amounts finally awarded by a court or agreed in a settlement approved by Jayva, and reasonable external defence costs, arising from a third-party claim that a Jayva-created deliverable infringes Intellectual Property Rights enforceable in Ireland when used as permitted by the Contract. This excludes Client Materials, unauthorised modifications or combinations and use outside the agreed purpose. Jayva may procure continued use rights, modify or replace the deliverable without materially reducing its agreed function, or, if neither is reasonably practicable, terminate affected Services and refund charges attributable to the unusable deliverable, without limiting otherwise recoverable liabilities subject to condition 13.

12.3 A party seeking indemnification shall notify the other promptly, provide reasonable cooperation at the indemnifying party's cost and allow that party to control defence with competent advisers. Late notification reduces recovery only to the extent it materially prejudices defence. No settlement may admit the indemnified party's liability, impose a non-monetary obligation on it or fail to release it without its written consent, not unreasonably withheld. Both parties shall mitigate loss and neither may recover the same loss twice.

13.  LIMITATION OF LIABILITY

13.1 Nothing in the Contract excludes or limits either party's liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or liability that cannot lawfully be excluded or limited. The Contract does not restrict data subjects' rights or regulators' powers under Data Protection Law. Nothing excludes the obligation under condition 4.1 or a term that cannot lawfully be excluded. Other implied terms are excluded only to the extent lawful, subject to applicable Irish statutory requirements.

13.2 Subject to condition 13.1, Jayva's aggregate liability under or in connection with the Contract, whether in contract, tort including negligence, misrepresentation, indemnity or otherwise, shall not exceed 100% of charges paid or payable for Services under the relevant Services Confirmation. For recurring Services, the reference amount is the first 12 months' charges if the event giving rise to the first claim occurs within the first 12 months, or the charges paid or payable for the preceding 12 months if it occurs later. VAT, reimbursed expenses and pass-through third-party charges are excluded. A separate accepted quote is a separate Contract unless expressly agreed otherwise.

13.3 Subject to condition 13.1, neither party is liable for indirect or consequential loss. Jayva is not liable for loss of profit, anticipated savings, business opportunity or goodwill, whether direct or indirect. These exclusions do not exclude reasonable direct costs of restoring or reconstructing data, correcting defective deliverables or obtaining substitute services to the extent caused by Jayva's breach; those costs remain subject to the applicable cap. Liability is reduced to the extent loss is caused by the claimant's acts or omissions, and each party shall mitigate loss. Force majeure is governed by condition 15.

13.4 Subject to condition 13.1, Jayva's aggregate liability for breaches of conditions 10 and 11 and claims under condition 12.2 is subject to a single combined cap of 200% of the reference charges calculated under condition 13.2 instead of 100%. Other claims remain subject in aggregate to 100%. Amounts paid for those other claims also count towards the 200% overall ceiling; the caps are not cumulative. The exclusions in condition 13.3 do not exclude amounts payable under the express indemnities in condition 12.

14.  TERMINATION

14.1 In addition to Jayva's right to terminate the Contract for late or non-payment under condition 7, either party may terminate the Contract at any time by giving notice to the other party if the other party:

(a)   commits a material breach of the Contract and (if capable of remedy) fails to remedy the breach within 30 days of being required by written notice to do so; or

(b)   becomes apparently insolvent, or enters into any arrangement or compromise with its creditors, or (being a body corporate) has a resolution passed or petition presented for its winding up (other than for the sole purpose of a solvent amalgamation or reconstruction), or a petition is presented for the appointment of an examiner to it under Part 10 of the Companies Act 2014, or has an examiner, liquidator, receiver or similar officer appointed over all or any part of its assets or undertaking, or is otherwise unable to pay its debts within the meaning of section 570 of the Companies Act 2014, or undergoes any analogous process in any other jurisdiction.

14.2 Payments and refunds on termination or expiry shall be determined under condition 7.7. Recoverable third-party costs must be approved, unavoidable and evidenced and shall not duplicate cancellation or expense recovery.

14.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry shall remain in full force and effect, and termination shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.

15.  FORCE MAJEURE

Neither party shall be liable for any delay or failure in the performance of its obligations for so long as, and to the extent that, such delay or failure results from events, circumstances or causes beyond its reasonable control.

16.  WAIVER

This condition 16 is newly added to the Jayva Ireland Limited draft for consistency with condition 16 of the Jayva UK Limited draft.

16.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

16.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

17.  RIGHTS AND REMEDIES

Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

18.  SEVERANCE

18.1 The provisions of the Contract shall be severable in the event that any of them are held by a court of competent jurisdiction or other applicable authority to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.

18.2 Where a provision is severed under condition 18.1, the parties shall negotiate in good faith to amend such provision so that, to the greatest extent possible, it achieves the intended commercial result of the original provision.

19.  ENTIRE AGREEMENT

19.1 The Contract constitutes the entire agreement between the parties. Document precedence is governed by condition 2.3 and exclusions are subject to condition 13.1.

19.2 Each party acknowledges that, in entering into the Contract, it does not rely on, and has no remedies in respect of, any statement, representation, assurance or warranty that is not set out in the Contract, and that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

19.3 Nothing in condition 19 excludes or limits fraud, fraudulent misrepresentation or any liability or remedy that cannot lawfully be excluded.

20.  ASSIGNMENT

20.1 Either party may assign rights to a Group member or purchaser of the relevant business on prior written notice, provided this does not materially prejudice the other's rights or increase its obligations. Other assignment of rights requires prior written consent, not unreasonably withheld or delayed. Assignment does not transfer obligations or release liability.

20.2 Transfer of obligations or substitution of a contracting party requires a written novation agreed by affected parties. Jayva may subcontract delivery but remains responsible for subcontractors' performance and compliance. Processing of Client Personal Data is subject to condition 10, including authorisation and transfer safeguards. Subcontractors receiving Confidential Information shall be bound by appropriate confidentiality obligations.

21.  NO PARTNERSHIP OR AGENCY

Nothing in the Contract is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name of, or on behalf of, or otherwise to bind, the other in any way.

22.  THIRD PARTY RIGHTS

Ireland has no direct statutory equivalent to the UK's Contracts (Rights of Third Parties) Act 1999; the common law doctrine of privity of contract applies. For the avoidance of doubt, the Contract does not confer, and is not intended to confer, any benefit or right on any person who is not a party to it, and no such person may enforce any term of the Contract.

23.  NOTICES

23.1 Notices under or in connection with the Contract shall be in writing and delivered by hand or prepaid post or next Business Day delivery service to the recipient's registered office or principal place of business, or by email to its notice address identified in the Services Confirmation or subsequently notified in writing. Cancellation and postponement notices follow condition 8.1.

23.2 Notices are deemed received: by hand, when left at the proper address; by the specified postal service, at 9.00 am on the second Business Day after posting; by email, when delivered to the designated email system provided no delivery failure notification is received. Except for notices under condition 8.1, receipt outside Business Hours is deemed to occur when Business Hours next begin. Postal deeming applies to delivery within Ireland; cross-border postal notices take effect on evidenced delivery. This condition does not exclude obligations under conditions 10 and 11 or liability governed by condition 13.

23.3 This condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

24.  GOVERNING LAW

The Contract and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of Ireland.

25.  JURISDICTION

The Irish courts shall have exclusive jurisdiction to hear, determine and settle any dispute arising out of or in connection with the Contract or any related non-contractual obligations, and the parties submit to the exclusive jurisdiction of the Irish courts.

SCHEDULE 1 — DATA PROCESSING PARTICULARS

This Schedule sets out the particulars of processing referred to at condition 10.3. Where the parties instead agree to record these particulars in the Services Confirmation for a specific engagement, the Services Confirmation shall prevail over this Schedule for that engagement.

Scope of Processing

Nature of Processing

Purpose of Processing

Duration of Processing

Types of Personal Data

Categories of Data Subject

Supervisory Authority