Terms of Service

1. Definitions and Interpretations

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

Affiliate: any entity directly or indirectly controlling or controlled by or under direct or indirect common control with another entity; and “control” means the power, directly or indirectly, to direct, or cause the direction of the management and policies of an entity through the ownership of voting securities, by contract or otherwise.

Advisory Services: means advisory services as may be set out in an Order Form.

Agreement: any Order Forms (including any appendices thereto) agreed between Client and inclusio together with these terms of service and any documents incorporated by reference or attached herein and the Data Processing Agreement.

Authorised Users: those employees, subcontractors and agents who are authorised by Client to use the Services, as further described in clause 2.2.

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

Client: the client indicated on an Order Form;

Client Data: the information and data (including Personal Data) provided by Client for the purpose of using the Services or facilitating Client’s use of the Services.

Confidential Information: all documentation, technical information, software, business information, feedback, pricing, trade secrets or know how or other materials of a confidential nature or that are disclosed in confidence by either party to the other during the Term of this Agreement.

Data Protection Legislation: the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in Ireland.

Data Processing Agreement: the data processing agreement entered into by the Parties.

Effective Date: the date the Agreement commences as set out in an Order Form.

Fees: the fees for the Services as set out in an Order Form.

Good Industry Practice: in relation to inclusio, the exercise of that degree of skill, prudence and care which would reasonably be expected to be exercised by an organisation similar to and of the same nature as inclusio, and engaged in the performance of services and/or provision of deliverables similar to the Services and/or deliverables (as applicable), and under the same or similar circumstances or conditions.

Normal Business Hours: 9.00 am to 5.30 pm local Irish time, each Business Day.

Order Form: the order form(s) executed by Client and inclusio and which shall be governed by these terms of service.

Personal Data: any and all personal data including sensitive personal data within the meaning of the Data Protection Legislation in respect of which Client is a data controller and which will be processed in the performance of the Services under this Agreement whether that data or information is in oral, visual or written form or is recorded in any other medium.

Plan: the software plan set out in the Order Form.

Services: the Plan, access to the Software, Advisory Services and any other services as more particularly described in the Order Form.

Software: the online software and software features provided by inclusio as part of the Services.

Initial Term: the term of the Agreement as set out in the Order Form.

Third Party Providers: third party entities engaged by inclusio to provide services which services are delivered as part of the Services or are delivered alongside the Services, as per the up to date list available on request from inclusio.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. Reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. A reference to writing or written includes faxes and e-mail.

2. Services

2.1 In consideration of the payment by Client of the Fees, inclusio agrees to provide the Services to Client for the Term in accordance with the terms and conditions of this Agreement.

2.2 inclusio grants to Client a limited, personal, non-exclusive, worldwide, non-transferable (save as provided for in clause 15.6), non-sub-licensable right of access to and use of the Software solely for the purpose of availing of the Services pursuant to this Agreement during the Term and for no other purpose whatsoever.

2.3 Upon the execution of the Agreement, inclusio shall provide to Client and its Authorised Users the necessary login information in order to access the Software and start using the Services. In relation to the Authorised Users, Client undertakes that:

2.3.1 each Authorised User shall keep a secure password for their use of the Services, that such password shall be changed no less frequently than every three months and that each Authorised User shall keep his password confidential; and

2.3.2 if through any investigation it is revealed that any password has been provided to any individual who is not an Authorised User, then without prejudice to inclusio’s other rights, Client shall promptly disable such passwords and inclusio shall not issue any new passwords to any such individual.

2.4 Client shall provide inclusio with all necessary access to such information as may be required by inclusio in order to provide the Services, including but not limited to Client Data, and inclusio shall not be responsible or liable for delays to any agreed delivery schedule caused directly or indirectly by such Client failure or delay.

2.5 Where necessary to provide the Services and as may be agreed by the parties from time to time, Client shall provide inclusio, its employees, agents and subcontractors with access to Client’s premises, offices facilities and equipment for the purpose of providing the Services. inclusio shall comply with all health, safety and security requirements notified to inclusio in advance of any such access.

3. Client Obligation

3.1 Client shall use commercially reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify inclusio.

3.2 Client shall not and shall use commercially reasonable endeavours to ensure its Authorised Users shall not, access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; or (ii) facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence; or (iii) is discriminatory or otherwise illegal or causes damage or injury to any person or property; (iv) contains any unsolicited or unauthorized advertising, promotional or marketing materials; or (v) encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law or regulation.

3.3 Client shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement; (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means; (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Services; (iii) access all or any part of the Services in order to build a product or service which competes with the Services; or (iv) work around any technical limitations in the Services.

3.4 Client shall be responsible for the acts and omissions of its Client’s Affiliates, Authorised Users, Clients’ contractors, subcontractors and agents who access the Services, as though they were the acts and omissions of Client. Client agrees to defend, indemnify and hold harmless inclusio, its Affiliates and subcontractors against any claim, losses, damages or liability arising from the acts or omissions of its Affiliates, Authorised Users and their respective subcontractors and agents.

3.5 Client shall comply with all applicable laws and regulations with respect to its activities under this Agreement including Data Protection Legislation, and shall obtain and maintain all necessary licences, consents, and permissions necessary for inclusio, its Third Party Providers and subcontractors to perform their respective obligations under this Agreement.

3.6 Client shall ensure that its network and systems comply with specifications provided by inclusio and will be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to inclusio’s data centre’s and systems, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Client's network connections or telecommunications links. These will include, but will not be limited to:

3.6.1 Client’s anti-phishing policies to be reviewed to allow inclusio emails; and
3.6.2 Client’s network proxy will whitelist any required domains.

3.7 Without prejudice to inclusio’s other rights in law or equity, inclusio reserves the right, without liability to Client, to suspend or disable Client’s or any Authorised Users access to the Software or suspend performance of Services where Client or an Authorised User breaches the provisions of this clause 3 and Client shall not thereby be entitled to claim any refund or compensation for such suspension. Given the nature of the obligations in this clause 3 and the impact a breach of same could have on inclusio and the Services, no remedy period shall be granted prior to inclusio exercising the suspension rights herein but inclusio will endeavour to provide notice where possible.

4. Support and Maintenance

4.1 Client may contact inclusio for support in relation to the Services. Support services will be available by email or telephone during Normal Business Hours.

4.2 inclusio shall use commercially reasonable endeavours to make the Software available 24 hours a day, seven days a week, except inclusio shall have the right at any time to temporarily suspend access to the Software for the purposes of maintaining or repairing any part thereof. Planned maintenance work will, if possible, be posted on the Software or otherwise communicated to Client. inclusio will make every effort to minimise disruption of the Service’s availability.

4.3 inclusio reserves the right to introduce new or enhanced features and functionalities to the Services. inclusio may make any change to the provision of the Services which is required to conform to any applicable safety, statutory or regulatory requirement or added functionality, or which does not materially affect the quality or performance of the Services. Where practicable, it will give Client not less than 2 months’ notice of any change, but in any event it will give Client notice of any such change within 1 month of it’s taking effect.

5. inclusio Obligations

5.1 inclusio undertakes that the Software will perform substantially in accordance with the Plan set out in the Order Form.

5.2 The undertaking at Clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to inclusio’s instructions, or modification or alteration of the Services by any party other than inclusio or inclusio’s duly authorised contractors or agents.

5.3 inclusio warrants that Advisory Services will be performed in a professional and workmanlike manner, in accordance with Good Industry Practice. Client must notify inclusio promptly of any claimed breach of the foregoing warranty. Client’s exclusive remedy and inclusio’s entire liability for breach of the foregoing warranty will be re-performance of deficient Advisory Services. Any deficiencies in Advisory Services must be reported to inclusio in writing within thirty (30) days of performance of Advisory Services in order to receive the foregoing remedy.

5.4 Notwithstanding the foregoing, inclusio does not warrant that Client’s use of the Services will be uninterrupted or error-free. The Service may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. inclusio is not responsible for any delays, delivery failures, or other damage resulting from the transfer of data over communications networks and facilities, including the internet.

5.5 Client warrants that Client Data, material, content or links provided to inclusio by or on behalf of Client: (i) are owned by Client or are provided with the express consent from the third party holding any ownership rights (including copyright) over such material, or, alternatively, are in the public domain, and are not owned by any third party or otherwise covered by copyright laws; (ii) do not breach the rights of any person or entity, including rights of publicity, privacy, or under applicable Data Protection Legislation or direct marketing laws and are not defamatory; and (iii) do not result in consumer fraud (including being false or misleading), product liability, tort, breach of contract, breach of Intellectual Property, injury, damage or harm of any kind to any person or entity.

5.6 Other than with respect to the express warranties set forth herein, all warranties express or implied, representations, conditions and all other terms of any kind whatsoever implied by statute or common law, including those of non-infringement, merchantability and fitness for a particular purpose, all are, to the fullest extent permitted by applicable law, are hereby disclaimed and excluded by inclusio from this Agreement. Client is solely responsible for determining the suitability of the Services for its use in light of any applicable legislation or regulations including without limitation Data Protection Legislation.

6. Fees and Payment

6.1 inclusio shall invoice and Client shall pay the Fees in accordance with the provisions of the Order Form and this clause 6. Client shall pay in full each invoice properly due without any set-off, counterclaim, deduction or withholding.

6.2 All amounts stated or referred to in this Agreement are non-cancellable and non-refundable unless stated elsewhere in the Agreement and are exclusive of all sales, use, value-added, withholding and other taxes and duties which shall be added to inclusio's invoice(s) at the appropriate rate. Client will pay all taxes and duties (including withholding tax) assessed in connection with this Agreement.

6.3 Client shall reimburse all reasonable expenses properly and necessarily incurred by inclusio with the prior written consent of Client in the provision of the Services, subject to production of receipts or other appropriate evidence of payment.

6.4 If inclusio has not received payment within fifteen (15) days after the due date, and subject to a further fifteen days’ written notice and without prejudice to any other rights and remedies of inclusio, inclusio may, without liability to Client, disable Client’s password, account and access to all or part of the Services and inclusio shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid. Interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8 percentage points above the European Central Bank’s reference rate or if such rate shall exceed any applicable permissible legal interest rate, then at the highest legally permissible rate, commencing on the due date and continuing until fully paid, whether before or after judgment.

6.5 inclusio may vary its Fees at its discretion on the expiry of not less than three (3) months’ written notice to Client. Client shall give its response to the notice of increase in writing within ten (10) days of receipt of same. If the proposed change is accepted or if no response is received within this timeframe, the revised Fees shall apply. If the parties are unable to agree on a revision to the Fees under this clause within thirty (30) days of receipt by Client of the notice, Client may serve a notice to terminate. Revised fees shall not be applied to any fees that have already been fixed in the applicable Order Form and prepaid prior to the change in Fees becoming effective.

7. Client Data

7.1 In providing its Services, inclusio may be required to process Personal Data on Client’s behalf. In such circumstances, the parties record their intention that Client and its Affiliates (as applicable) shall be the data controller and inclusio shall be the data processor and the parties shall comply with the Data Processing Agreement.

7.2 Client acknowledges that inclusio may collect and use anonymised data from the Software relating to outcomes, usage data and other information solely for the purposes of improving the user experience and providing value added services. This data shall be irreversibly anonymised and shall therefore no longer be considered Personal Data.

7.3 Subject to clause 7.1, in the event of any loss or damage to Client Data which inclusio processes, inclusio shall use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by inclusio. inclusio shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by reasons outside the control of inclusio or a Third Party Provider.

8. Intellectual Property Rights

8.1 Client acknowledges and agrees that inclusio and/or its licensors own all intellectual property rights in the Services . Except as expressly stated herein, this Agreement does not grant Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.

8.2 Effective on final payment of relevant Fees, inclusio hereby grants Client a non-exclusive, non-transferable, royalty-free licence to use for its internal business purposes reports and other materials developed by inclusio as a result of or as an output of the Advisory Services (“Contract Results”). All rights and title in and to the Contract Results shall remain vested in or shall vest upon creation in inclusio.

8.3 Client shall own all right, title and interest in and to all of Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data. Client hereby grants and represents and warrants that it has the right to grant inclusio an irrevocable during the Term, non-exclusive, royalty free and worldwide license to process Client Data, which includes processing by Affiliates and subcontractors to the extent contemplated by this Agreement.

9. Confidentiality

9.1 Each Party (the “Receiving Party”) acknowledges that, in the course of this Agreement, it may obtain Confidential Information from the other Party, (the “Disclosing Party”). The Receiving Party shall keep in confidence all Confidential Information disclosed by the Disclosing Party and shall not use Confidential Information except in furtherance of this Agreement. The Receiving Party shall not disclose any Confidential Information to any person without the Disclosing Party’s prior written consent except that the Receiving Party may disclose the Confidential Information to its officers, employees, independent contractors and agents (“Representatives”) on a “need-to-know” basis, provided that such Representatives are bound by a written agreement with materially the same terms and conditions as this clause 9 and the Receiving Party remains ultimately liable for any breach thereof.

9.2 The obligations of confidentiality shall continue during the Term of this Agreement and thereafter, unless and until such Confidential Information falls within one of the exceptions outlined in clause 9.3.

9.3 This clause 9 shall not apply with respect to information the Receiving Party can document: (a) is in the public domain as a result of no act or omission of the Receiving Party or its employees or agents; (b) is received by the Receiving Party from third parties without restriction and without breach of a duty of nondisclosure by such third party; (c) was independently developed by the Receiving Party without reliance on the Confidential Information; or (d) is required to be disclosed by operation of law or by order of a court or administrative body of competent jurisdiction (provided that, where permitted under law, prior to such disclosure, the Receiving Party shall first give notice to the Disclosing Party such that the Disclosing Party has the opportunity to contest such order or requirement of disclosure or seek appropriate protective order).

9.4 Any breach or threatened breach by the receiving party of an obligation under this Agreement may cause the Disclosing Party immediate and irreparable harm for which damages alone may not be an adequate remedy. Consequently the Disclosing Party has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party or to compel specific performance of this clause.

9.5 A party must notify the Disclosing Party in writing, giving full details known to it immediately, when it becomes aware of any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information, or any actual, suspected, likely or threatened theft, loss, damage, or unauthorised access, use or disclosure of or to any Confidential Information.

10. Indemnity

10.1 inclusio will indemnify Client in respect of any and all damage, awards of damages, losses, costs, expenses, fees (including reasonable legal fees) to the extent arising out of third party claims that the Services infringes a third-party’s copyright, trademark existing or patent granted as of the date of delivery in any country in which the Services are delivered. If Services are or are likely to be held to be infringing, inclusio will at its expense and option either: (i) procure the right for Client to continue using it, (ii) replace it with a non-infringing equivalent, (iii) modify it to make it non-infringing, or (iv) terminate this Agreement and refund to Client fees paid for any unused portion of the Services. The rights granted to Client under this Clause 10.1 shall be Client’s sole and exclusive remedy for any alleged infringement of any Intellectual Property Rights of any third party.

10.2 Notwithstanding the above, inclusio shall have no liability to Client to the extent that any such claim is based upon (i) modifications to the Services or Contract Results made by anyone other than inclusio or its authorised agents and subcontractors; (ii) a claim for which Client must indemnify inclusio below; (iii) combination of the Services with software not provided by inclusio or or approved by inclusio; or (v) Client’s failure to use modifications to the Services provided by inclusio to avoid infringement or misappropriation.

10.3 Client shall indemnify inclusio, its Affiliates and subcontractors in respect of any and all damage, awards of damages, losses, costs, expenses, fees (including the reasonable fees of professional advisors), fines and penalties to the extent arising out of claims by third parties, including Authorised Users, arising out of or in connection with the (i) unauthorised use or misuse of the Services; (ii) infringement or misappropriation of inclusio’s Intellectual Property Rights; (iii) breach of confidentiality; and (iv) any violations of third party rights due to Client’s use of the Services.

10.4 If any action shall be brought against one of the parties hereto in respect to which indemnity may be sought against the other party (the "Indemnifying Party"), the Indemnifying Party’s obligation to provide such indemnification will be conditioned on prompt notice of such claim (including the nature of the claim and the amount of damages and nature of other relief sought) being provided to the Indemnifying Party by the party against which such action is brought (the "Indemnified Party"). Prompt notice shall mean as soon as possible and no later than five business days of receipt of the claim. The Indemnified Party shall cooperate with the Indemnifying Party in all reasonable respects in connection with the defense of any such action at the expense of the Indemnifying Party. The Indemnifying Party will, upon written notice to the Indemnified Party, conduct all proceedings or negotiations in connection with the action, assume the defense thereof, including settlement negotiations in connection with the action, and will be responsible for the costs of such defense, negotiations and proceedings. The Indemnifying Party will have sole control of the defense and settlement of any claims for which it provides indemnification hereunder, provided that the Indemnifying Party will not enter into any settlement of such claim without the prior approval of the Indemnified Party, which approval will not be unreasonably withheld. The Indemnified Party shall have the right to retain separate counsel and participate in the defense of the action or claim at its own expense.

11. Limitation of Liability

11.1 Nothing in this Agreement limits or excludes liability of either party in respect of any claims for death or personal injury caused by negligence, fraud or any other liability which cannot be excluded or limited by law.

11.2 To the maximum extent permitted by applicable law, inclusio will not have any liability to Client or any Authorised Users for any lost profits, loss of business, loss of data, loss of use, loss of goodwill, or for any indirect, special, incidental, punitive, or consequential damages of any kind however caused and under any theory of liability whether or not inclusio has been advised of the possibility of such.

11.3 Subject to clause 11.1 and 11.2, in no event whatsoever shall the aggregate liability of inclusio (whether arising for breach of contract (including under any indemnity), misrepresentation (whether tortuous or statutory), tort (including negligence), breach of statutory duty, warranty, strict liability or any other legal theory howsoever arising) under or in connection with this Agreement exceed 100% of the Fees paid to inclusio by Client in the twelve (12) months preceding the event giving rise to the liability.

11.4 Where Third Party Providers are used, Client acknowledges that inclusio makes no representation or warranty in respect of Third Party Providers software and/or services and, that these are provided subject to, and with the benefit of, the terms of such Third Party Providers. inclusio shall contract with the Third Party Providers for such services and Client agrees that inclusio will not be liable to Client for any loss, damage, claim or liability howsoever arising from or related to Third Party Providers software and/or services beyond that which can be claimed by inclusio under the terms of the contract with such Third Party Providers.

12. Term and Termination

12.1 This Agreement shall, unless otherwise terminated as provided in this Agreement, commence on the Effective Date and shall continue for the Initial Term. Thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”), unless: (a) either party notifies the other party of termination, in writing, at least (ninety) 90 days before the end of the Initial Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or (b) otherwise terminated in accordance with the provisions of this Agreement; and the Initial Term together with any subsequent Renewal Periods shall constitute the Term.

12.2 Either party shall be entitled to terminate the Agreement on written notice in the event of:

12.2.1 a material breach of this Agreement by the other party which, if capable of remedy, is not remedied by the defaulting party within fifteen days of its receipt of written notice of the breach from the non-defaulting party.
12.2.2 fraud or wilful default of the other party; or
12.2.3 the other party becoming insolvent or unable to pay its debts when due (as defined by applicable law) or has a liquidator, receiver or manager appointed to it, or a winding-up order instituted against it.

12.3 On termination of this Agreement for any reason:

12.3.1 all Fees due at the date of termination shall be invoiced and paid;
12.3.2 all licences and rights to access to the Services granted under this Agreement shall immediately terminate;
12.3.3. each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party; and
12.3.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

13. Force Majeure

13.1 Neither party shall have any liability to the other party under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemic, epidemic, provided that the party notified of such an event and its expected duration. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for three (3) months, the party not affected may terminate this Agreement by giving one calendar month written notice to the other party.

14. Miscellaneous

14.1 In the event of a dispute arising out of or in connection with this Agreement, either party may call a meeting for the purpose of resolving such dispute or difference by service of not less than 5 Business Days' formal written notice and each party agrees to procure that its designated representative(s) from its management team shall attend all such meetings. The members of the meeting shall endeavour in good faith to resolve such dispute. If any dispute referred to such meeting is not resolved at that meeting, then either party, by formal written notice to the other, may refer the dispute to inclusio’s CEO, and [CLIENT] [Title: i.e. Head of HR], who shall co-operate in good faith to resolve the dispute as amicably as possible within 10 Business Days’ of service of such formal written notice. If such senior officers fail to resolve the dispute in the allotted time, then this dispute resolution procedure shall be deemed exhausted.

14.2 Clause 14.1 shall be without prejudice to the rights of termination stated in clause 12 and in addition shall not prevent inclusio or Client from applying for injunctive relief in the case of: (i) breach or threatened breach of confidentiality; (ii) infringement or threatened infringement of its Intellectual Property rights; or (iii) infringement or threatened infringement of the Intellectual Property rights of a third party, where such infringement could expose inclusio or Client to liability.

14.3 Neither party will solicit (except pursuant to recruitment advertising in the national, local or trade press or otherwise in the ordinary course of business) the employment of any employees of the other party at any time during the continuance of this Agreement or within twelve (12) months following its expiry or termination for any reason without the prior written consent of the other party.

14.4 Each party warrants that it has the full corporate power (i) to enter into this Agreement, (ii) to carry out its obligations hereunder, and (iii) to grant the rights herein granted to the other party.

14.5 No agency. Nothing in this Agreement should be construed as creating an agency, partnership, joint venture, franchise, or employment relationship between the parties.

14.6 Assignment. Neither party will assign any rights under this without the prior written consent of the other party, which consent shall not be unreasonably withheld. Despite the preceding sentence, with the exception of an assignment to a competitor of the non-assigning party (which shall require consent from the non-assigning party), this Agreement may be assigned in its entirety by either party, without obtaining the consent of the other party, to an entity into which the assigning party is merged, or to an acquirer of all or substantially all of the business or assets of the business unit of the assigning party to which this Agreement pertains, or as part of a business restructuring, sale of stock, or other recapitalization or reorganization. Any purported assignment of rights or transfer of obligations in violation of this paragraph is void.

14.7 Invalidity. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

14.8 Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law, or a single or partial exercise of such right or remedy, shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.

14.9 Third Party Rights. Unless otherwise expressly provided, no provision of this Agreement is intended or shall be construed to confer upon or give to any person or entity other than inclusio and Client any rights, remedies or other benefits under or by reason of this Agreement.

14.10 Entire Agreement. This Agreement, and any documents referred to in it or incorporated by reference herein, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover

14.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same agreement. The Parties acknowledge that they shall use an electronic signature process to sign this Agreement and agree to be bound by any such electronic signature which they have applied to the Agreement.

14.12 Variation. No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party. No variation to the Plan may be requested other than to upgrade and the Parties can agree same in a new Order Form. Client may not vary the Plan to downgrade same during the agreed Term.

14.13 Publicity. Neither party may publicly announce this Agreement except with the other party’s prior consent or as required by applicable laws. Upon Client’s prior written consent, inclusio may: (i) issue a press release relating to this Agreement to be published within sixty (60) Business Days of the Effective Date. The parties agree that the text of such release must be approved in writing by both parties prior to any disclosure; (ii) use Client as a reference client; and (iii) use Client name and logo in its website and marketing material collateral.

14.14 Notices under this Agreement will be given by sending them pre-paid registered post, signed PDF letter emailed, or personal delivery to the other party at its address set out in this Agreement or to such other address notified in writing to the sender. Notices sent by pre-paid registered post if correctly addressed will be treated as received forty-eight hours after sending (as shown by the sender's receipt) and by prepaid registered air mail by seven working days after date of posting. Notices sent by email will be treated as received at 9.00am on the first working day after sending (as shown by the timed print-out on or with the sender's copy). Notices sent by personal delivery will be treated as received at the time delivery is made or if delivery is not in business hours, at 9am on the first business day following delivery.

15. Amendments

inclusio may amend this Agreement from time to time and the most current version will be posted on inclusio's website. If an amendment is material, as determined in inclusio's reasonable discretion, we will notify the Client contact by email or when you next log in to your account. Except in the case of an amendment being made to satisfy legal requirements, we will provide you with advance notice of material amendments.

If an amendment has a material adverse impact on the data privacy or security of your Client Data and you do not agree to the amendment, you may terminate the Agreement by notifying our Customer Success team within 30 days of receiving notice of the amendment or date of publication of the updated version (otherwise, you will have been deemed to have consented to the amendment).

The terms and conditions of the updated version of this Agreement shall apply to all existing Services and new Services following the date of publication of the updated version.

Governing Law and Jurisdiction. This 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. 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, this Agreement, its subject matter or formation (including non-contractual disputes or claims).

Version effective date: 24th April 2023