rConfig Automate Add-On Agreement

Version 2.0 Last Updated: 1st January 2026

Effective for Orders and Statements of Work executed on or after the date above. Customers who accepted a previous version of this Agreement remain subject to that version in respect of Statements of Work executed under it.

Parties and Scope

This rConfig Automate Add-On Agreement ("Agreement") is made between:

OS Informatics Limited, trading as rConfig, a company incorporated in Ireland under company number 751053, with its registered office at 44 Longshore Drive, Jacobs Island, Cork, Ireland ("rConfig"); and

the customer identified in the applicable Order, Statement of Work, invoice, or Automate service description ("Customer").

This Agreement governs Customer's purchase and use of the rConfig Automate service ("Automate").

Acceptance

By purchasing, commissioning, accessing, or using Automate, or by signing a Statement of Work, Customer agrees to be bound by this Agreement.

This Agreement is for business use only. Customer warrants that it is not a consumer and that it is acquiring Automate for the purposes of its trade, business, or profession.

Capitalised terms have the meanings given in Section 15 (Definitions and Interpretation), or where first defined in this Agreement, or in the applicable Edition EULA.

1. Purpose, Nature, and Relationship to the Edition EULA

1.1 What Automate Is

Automate is an advanced customisation and automation service that may provide:

bespoke scripts, workflows, integrations, or platform extensions;
custom device drivers, templates, or parsing and normalisation logic;
automated procedures for backup, compliance checking, or configuration change;
custom API integrations and custom endpoints;
reporting or workflow extensions;
environment-specific adjustments and deployment assistance; and
optional training and documentation.

Automate is delivered through a combination of professional services, custom-developed code or workflows, and configuration of Customer's licensed rConfig environment.

1.2 What Automate Is Not

Automate is not a software licence and grants Customer no right to install, access, or use any edition of the rConfig platform.

Customer must hold, and must maintain in good standing, a valid licence for the applicable rConfig edition for the entire period during which Customer uses any Deliverable. Where that licence is suspended, expires, or terminates, Customer's right to use the Deliverables is suspended or terminates with it.

Automate does not include:

general-purpose professional services outside the scope of a signed Statement of Work;
ongoing managed services, operation of Customer's environment, or acting as a Managing Party;
modification of the core rConfig products beyond supported extension points, except where expressly agreed in writing under the applicable Edition EULA;
monitoring, alerting, on-call, or incident response of any kind;
any service level, availability commitment, or uptime commitment; or
any service delivered to or for the benefit of an End Client, unless Customer is licensed under the Vector MSP Edition and Section 4.4 is complied with.

1.3 Relationship to the Edition EULA

This Agreement supplements and does not replace the Edition EULA. All terms of the Edition EULA continue to apply to Customer's use of the rConfig platform and, except as expressly varied by this Agreement, to the Deliverables.

Where rConfig also provides Professional Services under the Professional Services provisions of the Enterprise Edition EULA or the Vector MSP Edition EULA, this Agreement is the operative framework for any engagement that produces a Deliverable, and those provisions apply only to advisory work that produces no Deliverable.

1.4 Order of Precedence

Where there is a conflict, the following order of precedence applies, with the first-listed prevailing:

any Master Services Agreement signed by both parties that expressly states that it varies this Agreement;
the applicable Statement of Work, but only in respect of scope, deliverables, fees, timeline, acceptance criteria, and dependencies, and only where it expressly identifies the provision of this Agreement that it varies;
this Agreement;
the applicable Order or invoice, in respect of commercial terms only;
the applicable Edition EULA; and
the Documentation.

Notwithstanding the above, the Edition EULA prevails over this Agreement and over any Statement of Work in respect of:

the scope of the licence to the rConfig platform and the general restrictions on its use;
ownership of Intellectual Property Rights in the rConfig platform;
confidentiality;
the aggregate limitation of liability and the exclusions from it; and
data protection roles and obligations.

No Statement of Work may increase rConfig's aggregate liability beyond the cap in the Edition EULA, and any provision purporting to do so is of no effect unless signed by a director of rConfig.

1.5 Incorporated Documents

This Agreement incorporates by reference the applicable Edition EULA, any Statement of Work issued under it, the rConfig Privacy Policy, and, where applicable, the rConfig Data Processing Addendum, each as available at www.rconfig.com or on the Documentation Website.

2. Statements of Work and Change Control

2.1 Statement of Work Required

Automate is provided only under a Statement of Work signed by an authorised representative of each party. rConfig has no obligation to perform, and Customer has no obligation to pay for, any Automate work not covered by a signed Statement of Work.

Each Statement of Work must set out the scope of work, the Deliverables, the assumptions and Customer dependencies, the fees and fee basis, the indicative timeline, the Acceptance Criteria, the target rConfig version, and the named contacts for each party.

Where a Statement of Work does not state Acceptance Criteria, the Acceptance Criteria are that the Deliverable performs substantially in accordance with the scope described in that Statement of Work.

2.2 No Commitment Before Signature

Any estimate, proposal, indicative quotation, discovery output, or scoping discussion is provided for information only, is subject to Section 14.2, and is not a commitment as to scope, fees, feasibility, or timeline.

Where Customer requests that rConfig commence work before a Statement of Work is signed, rConfig may do so on a time and materials basis at its then-current rates, and Customer will pay for that work whether or not a Statement of Work is subsequently signed.

2.3 Change Control

Either party may request a change to a Statement of Work. A change is effective only when recorded in a written change note signed by an authorised representative of each party, setting out the change to scope, Deliverables, fees, timeline, Acceptance Criteria, and dependencies.

rConfig is not obliged to perform any requested change until a change note is signed. Where Customer requests that rConfig commence work on a change before a change note is signed, Section 2.2 applies.

The following require a change note and are not within the scope of any existing Statement of Work: a change to Customer's network topology, device platforms, firmware baselines, or environment; a change to Customer's policies or compliance requirements; a change to the target rConfig version; and the addition of any device type, vendor, tenant, or site not identified in the Statement of Work.

2.4 Fee Basis, Expenses, and Prepaid Hours

Unless a Statement of Work expressly states that it is fixed price, Automate is provided on a time and materials basis at rConfig's then-current rates, billed monthly in arrears.

Where a Statement of Work is fixed price, that price applies only to the scope stated in it, and any work outside that scope is chargeable under Section 2.3.

Customer will reimburse rConfig's reasonable and properly evidenced travel, accommodation, and subsistence expenses, where pre-approved in writing by Customer.

Prepaid Automate hours expire twelve (12) months after purchase unless otherwise agreed in writing, are not refundable, and may not be applied against licence fees or Support fees.

2.5 Suspension and Reprioritisation

Where a Statement of Work is suspended at Customer's request, or where Customer fails to meet a dependency under Section 6 for more than twenty (20) business days, rConfig may release the assigned resources, may charge for resource time reserved and not used at its then-current rates, and may require a change note addressing revised timelines and remobilisation costs before resuming.

3. Delivery, Acceptance, and Warranty

3.1 Delivery

rConfig will notify Customer in writing when a Deliverable is ready for acceptance testing. That notice is the date of Delivery for that Deliverable.

Deliverables are provided in the form in which they are developed, which for scripts, workflows, templates, and configuration will ordinarily include human-readable source. Provision of source does not transfer ownership, and Section 4 governs Customer's rights.

3.2 Acceptance

Customer will have ten (10) business days from Delivery to test the Deliverable against the Acceptance Criteria and to notify rConfig in writing either of acceptance or of any failure to meet those criteria, specifying the failure in reasonable detail with steps to reproduce.

Where Customer notifies a failure, rConfig will correct it and resubmit the Deliverable, and a further acceptance period of five (5) business days applies. This process will be repeated up to two (2) further times, after which, if the Deliverable still fails to meet the Acceptance Criteria in a material respect, Customer may terminate the affected Statement of Work and receive a refund of fees paid in respect of the rejected Deliverable, which is Customer's sole and exclusive remedy.

A Deliverable is deemed accepted where:

Customer does not notify a failure within the applicable acceptance period;
Customer, or any End Client of Customer, uses the Deliverable in a production environment; or
the only outstanding matters are those that do not prevent the Deliverable from meeting the Acceptance Criteria in a material respect.

Acceptance of a Deliverable does not waive any right in respect of a defect not reasonably discoverable during acceptance testing, subject to Section 3.4.

3.3 Target Version and Compatibility

Each Deliverable is developed and validated against the rConfig version and the device platforms and firmware baselines identified in the Statement of Work, or, where none is identified, against the version and platforms in use at the date of acceptance.

Customer acknowledges that a Deliverable may cease to function, may function differently, or may require rework as a result of:

an Update or Upgrade to the rConfig platform, including a new major version;
deprecation or removal of an extension point, API, or schema;
a change to Customer's device platforms, firmware, topology, or environment; or
a change to a third-party system or Model Provider with which the Deliverable integrates.

rConfig gives no warranty of forward or backward compatibility and has no obligation to maintain compatibility with any Deliverable in any Update or Upgrade. Remediation in any of the above circumstances is out of scope of Support under Section 5 and requires a new Statement of Work.

3.4 Deliverables Warranty

rConfig warrants that, for ninety (90) days following acceptance, each Deliverable will perform substantially in accordance with the Acceptance Criteria, when used in the environment and against the rConfig version and device platforms identified in the Statement of Work.

Customer's sole and exclusive remedy for breach of this warranty is that rConfig will re-perform the affected work or correct the affected Deliverable, or, where neither is commercially reasonable in rConfig's reasonable opinion, refund the fees paid for the affected Deliverable.

This warranty is conditional on Customer notifying rConfig in writing within the warranty period, with sufficient detail to allow rConfig to reproduce the defect.

3.5 Warranty Exclusions

The warranty in Section 3.4 does not apply where the defect or failure arises from:

any modification of the Deliverable by Customer or by any third party;
any change to Customer's environment, topology, device platforms, firmware, policies, or configuration after acceptance;
an Update or Upgrade to the rConfig platform, or any matter described in Section 3.3;
use of the Deliverable other than in accordance with the Statement of Work, the Documentation, or rConfig's written instructions;
Customer's failure to meet an obligation under Section 6 or Section 7;
any third-party system, component, service, or Model Provider;
any AI Output, which is governed by Section 8; or
any Deliverable supplied at no charge, as a proof of concept, or on an evaluation basis, which is provided "AS IS".

4. Licence and Ownership of Deliverables

4.1 Licence to Use Deliverables

Subject to payment in full of all fees due in respect of the relevant Statement of Work, and subject to Customer maintaining a valid licence for the applicable rConfig edition, rConfig grants Customer a non-exclusive, non-transferable, non-sublicensable, perpetual licence to use, execute, and internally modify the Deliverables solely:

within Customer's own licensed rConfig deployment; and
for Customer's own internal business operations, or, where Customer is licensed under the Vector MSP Edition, in the delivery of Customer's managed service in accordance with Section 4.4.

This licence is subject to all restrictions in the applicable Edition EULA as if the Deliverables were part of the Software.

4.2 Restrictions on Deliverables

Customer must not:

sell, rent, lease, lend, license, sublicense, publish, or distribute any Deliverable, or make it available to any third party, whether alone or bundled;
contribute any Deliverable to any public repository, package registry, or open-source project, except as required by Section 4.5;
remove or alter any proprietary notice, header, or attribution in a Deliverable;
use any Deliverable, or any information derived from it, to develop a product or service that competes with the rConfig platform; or
represent that any Deliverable is a supported feature of the rConfig platform.

Where Customer modifies a Deliverable, the warranty in Section 3.4 ceases to apply to it, Support under Section 5 is excluded in respect of the modified portions, and Customer is solely responsible for maintaining the modification.

4.3 Ownership

Unless a Statement of Work expressly provides otherwise:

rConfig owns all Intellectual Property Rights in each Deliverable, in all pre-existing materials, tools, methods, know-how, libraries, and patterns used in producing it, and in any generic improvement, enhancement, component, or technique capable of use for customers other than Customer;
Customer receives only the licence granted in Section 4.1; and
rConfig may freely reuse any non-Customer-specific improvement, pattern, module, technique, or learning, including in the rConfig platform and for other customers, provided that rConfig does not disclose Customer Confidential Information in doing so.

Where a Statement of Work expressly identifies a Deliverable as Customer-specific and as owned by Customer, rConfig assigns the Intellectual Property Rights in that Deliverable to Customer on payment in full, and Customer grants rConfig a non-exclusive, perpetual, irrevocable, royalty-free licence to use any part of it that is necessary to support, maintain, or develop the rConfig platform.

Where a Statement of Work provides for joint ownership, it must specify how each party may exploit the jointly owned material, failing which each party may exploit it without accounting to the other.

4.4 Customer Inputs

Where Customer provides proprietary code, data models, policies, templates, device configurations, or unique business logic ("Customer Inputs"):

Customer retains all Intellectual Property Rights in those Customer Inputs;
Customer grants rConfig a non-exclusive, royalty-free licence to use them solely to deliver Automate and to support the resulting Deliverables; and
Customer warrants that it has the right to provide them and that rConfig's use of them as contemplated will not infringe any third-party right.

4.5 Deliverables for rConfig Core, GPL v3

Customer acknowledges that rConfig Core is licensed under the GNU General Public License version 3 ("GPL v3").

Where a Deliverable constitutes a derivative work of rConfig Core within the meaning of GPL v3, the terms of GPL v3 apply to that Deliverable and prevail over Sections 4.1, 4.2, and 4.3 to the extent of any conflict. In that case:

rConfig will identify the Deliverable, or the relevant part of it, as GPL v3 licensed on delivery;
the restrictions in Section 4.2 do not apply to that Deliverable to the extent GPL v3 grants broader rights; and
nothing in this Agreement purports to limit or override any right granted to Customer under GPL v3.

A Deliverable that interoperates with rConfig Core solely through documented interfaces, APIs, or extension points, and that is not itself combined with or derived from Core source code, is not treated as a derivative work for the purposes of this Section.

Where Customer requires a Deliverable to be provided on proprietary terms, Customer must hold a Professional, Enterprise, or Vector MSP licence and the Deliverable must be developed against that edition.

4.6 Vector MSP Customers

Where Customer is licensed under the Vector MSP Edition, Deliverables may be used only in the delivery of Customer's managed service to End Clients under that licence, and:

Deliverables must not be provided to any End Client as a standalone tool, product, script, or file, and must not be separately licensed, sold, or charged for;
Customer must impose on each End Client the restrictions in Section 4.2 and the review obligations in Section 7 and Section 8, to the extent applicable to that End Client's use;
Customer remains fully responsible and liable for each End Client's use of any Deliverable; and
rConfig has no contractual relationship with, and no liability to, any End Client in respect of any Deliverable.

5. Support and Maintenance of Deliverables

5.1 Support Entitlement

Deliverables are supported under Customer's existing Support plan for the applicable rConfig edition, and only while that Support plan is active and paid. Automate does not create any separate or additional Support entitlement, and no separate response target applies to Deliverables.

Support for Deliverables is subject to the coverage, severity definitions, response targets, exclusions, and sole remedy set out in the applicable Edition EULA and Support Schedule.

5.2 What Support Covers

Support covers, in respect of accepted Deliverables:

break and fix of defects in the Deliverable itself;
clarification and usage guidance; and
minor adjustment required by a minor version Update to the rConfig platform, where the adjustment is proportionate and does not amount to redevelopment.

5.3 What Support Does Not Cover

Support does not cover, and the following require a new Statement of Work:

redevelopment, rewrite, or redesign of a Deliverable for any reason;
adjustment required by a change to Customer's infrastructure, topology, device platforms, firmware, vendors, or environment;
adjustment required by a change to Customer's policies, compliance requirements, or business processes;
adjustment required by a new major version of the rConfig platform, or by deprecation or removal of an extension point, API, or schema;
adjustment required by a change to any third-party system or Model Provider;
new features, new workflows, new device support, or extension of scope;
any matter excluded under Section 3.5; and
support for any portion of a Deliverable modified by Customer or by a third party.

5.4 End-of-Life and Deprecation

Where a Deliverable becomes incompatible or unsupportable as a result of deprecation, architectural change, or a new major version of the rConfig platform, rConfig has no obligation to remediate it, and continued use is at Customer's own risk.

rConfig will use reasonable efforts to notify Customer where it becomes aware that a planned platform change is likely to affect a Deliverable, but gives no warranty that it will identify every such case.

5.5 Fair Use

Where Customer's consumption of Support in respect of Deliverables materially exceeds reasonable levels, rConfig may require Customer to purchase a maintenance arrangement or additional hours, in accordance with the fair use provisions of the applicable Edition EULA.

6. Customer Responsibilities, Dependencies, and Access

6.1 Customer Dependencies

Customer will, at no charge to rConfig and within the timeframes stated in the Statement of Work:

provide accurate, complete, and current requirements, network information, device inventories, representative configurations, and firmware details;
provide a representative non-production or laboratory environment, including representative devices, suitable for development and testing;
make knowledgeable personnel available, including a named technical contact and a named decision-maker with authority to approve scope and to accept Deliverables;
provide timely access to the systems, environments, and devices reasonably required;
give decisions, approvals, and feedback without undue delay; and
maintain complete and tested backups of all configuration data and of its rConfig environment throughout the engagement.

6.2 Consequences of Customer Delay

Where Customer does not meet a dependency, rConfig may extend the timeline by the period of delay plus a reasonable period for remobilisation, may charge for resource time reserved and not used at its then-current rates, may invoke Section 2.5, and is not liable for any resulting delay, cost, or failure to meet a milestone, including any milestone Customer has committed to a third party or End Client.

Any estimate of effort or elapsed time given by rConfig assumes that Customer meets its dependencies, provides accurate information, and does not materially change scope. Such estimates are indicative only and are not commitments.

6.3 Access and Credentials

Where rConfig requires access to Customer's environment:

Customer is solely responsible for provisioning that access, for applying least-privilege scoping, for logging and monitoring it, and for revoking it promptly on completion or on rConfig's request;
Customer must not provide rConfig with credentials for production network devices unless expressly required by the Statement of Work and approved in writing by Customer;
access will be used only for the purposes of the Statement of Work; and
rConfig has no liability arising from Customer's failure to scope or revoke access appropriately.

rConfig personnel and approved subcontractors are bound by confidentiality obligations no less protective than those in the applicable Edition EULA.

6.4 Accuracy of Information

rConfig relies on the information Customer provides. rConfig is not liable for any defect, delay, or failure in a Deliverable to the extent it arises from inaccurate, incomplete, or out-of-date information provided by Customer, including device inventories, firmware versions, credentials, or representative configurations.

6.5 Third-Party Consents

Customer is responsible for obtaining any consent, licence, or authorisation required from any third party, including any device vendor, software licensor, hosting provider, End Client, or Model Provider, in connection with the development, testing, or operation of a Deliverable.

6.6 Subcontracting

rConfig may subcontract any part of Automate, provided that rConfig remains responsible for its obligations under this Agreement and that any subcontractor is bound by equivalent confidentiality obligations.

7. Operational Risk and Execution of Deliverables

7.1 Nature of the Risk

Customer acknowledges that Deliverables may connect to, authenticate against, read from, and write configuration to production network devices, and may execute commands on them. Incorrect, untested, or inappropriately scoped execution of a Deliverable is capable of causing loss of device connectivity, service outage, configuration loss, credential exposure, or breach of Customer's own compliance obligations.

7.2 Customer Control of Execution

Customer is solely responsible for how, when, where, and against which devices any Deliverable is executed, and for all consequences of that execution.

Before any Deliverable is executed against any production device, Customer must:

test the Deliverable in a non-production environment against representative devices;
review the Deliverable and its intended effect, including any commands it will issue;
apply Customer's own change management, peer review, and approval processes;
confirm that a current, tested backup and a rollback path exist for every affected device; and
limit the scope of execution to the devices intended.

Customer must not schedule, automate, or otherwise cause a Deliverable to execute against production devices without human review and approval of the change, and rConfig has no liability arising from any such configuration.

7.3 Destructive and Change-Making Operations

Where a Deliverable is capable of making a configuration change, issuing a write, reload, commit, reboot, or delete operation, or otherwise altering device state, the Statement of Work will identify that capability.

rConfig will not enable, schedule, or execute any such operation against a production device without Customer's prior written approval identifying the devices, the operation, and the change window. Where Customer instructs rConfig to do so, Customer does so at its own risk and Section 12.1 applies.

7.4 High-Risk Systems

Deliverables are not designed or intended for use in High-Risk Systems, and Customer must not use any Deliverable, and must not permit any End Client to use any Deliverable, in a High-Risk System. Where Customer or an End Client does so, Customer assumes all risk arising from that use and will indemnify rConfig against all claims, losses, damages, liabilities, and costs arising from it.

8. Artificial Intelligence in Automate

8.1 Use of AI in Development

rConfig may use artificial intelligence tools in the course of developing a Deliverable, including for code generation, refactoring, test generation, and documentation.

Where it does so:

rConfig remains responsible for the Deliverable meeting the Acceptance Criteria, subject to Sections 3.4 and 3.5;
rConfig will not submit Customer Confidential Information or Customer Inputs to any third-party artificial intelligence service without Customer's prior written consent; and
the ownership position in Section 4.3, and where applicable Section 4.5, continues to apply to the Deliverable.

8.2 Deliverables That Invoke AI Features

Where a Deliverable invokes, integrates with, or depends on an AI Feature of the rConfig platform, or on a Model Provider:

the warranty in Section 3.4 applies to the Deliverable itself and does not extend to any AI Output;
all AI Output remains subject to the artificial intelligence provisions of the applicable Edition EULA, including the review and validation obligations; and
Customer is solely responsible for selecting, contracting with, configuring, funding, and monitoring any Model Provider, and rConfig has no liability for that Model Provider's availability, output, security, terms, pricing, or discontinuation.

8.3 Review of AI Output

Customer is solely responsible for reviewing, verifying, and validating all AI Output produced by or through a Deliverable before it is relied upon, applied, executed, or deployed. Section 7.2 applies to AI Output as it applies to any other output of a Deliverable.

Customer acknowledges that AI Output is non-deterministic, that the same input may produce different output on different occasions, and that a Deliverable whose behaviour depends on AI Output is therefore not deterministic.

8.4 No Warranty for AI Output

AI Output is provided "AS IS" and is excluded from the warranty in Section 3.4. rConfig gives no warranty that AI Output will be accurate, complete, current, reliable, fit for any purpose, non-infringing, or consistent between requests.

9. Fees, Taxes, and Payment

9.1 Fees

Fees for Automate are as set out in the applicable Order or Statement of Work, and are due within thirty (30) days of the invoice date in the currency stated on the invoice.

Fees are non-cancellable and, once work has commenced, non-refundable, except as provided in Sections 3.2 and 3.4.

9.2 Taxes

All fees are exclusive of value added tax and of any other sales, use, excise, withholding, or similar tax or duty. Customer is responsible for all such taxes and duties, other than taxes on rConfig's net income. Where Customer is required by law to withhold or deduct any amount, Customer will increase the payment so that rConfig receives the full amount it would otherwise have received, and will provide evidence of the withholding on request.

9.3 Late Payment

Where an invoice is not paid by its due date, rConfig may charge interest on the overdue amount at the rate provided for under the European Communities (Late Payment in Commercial Transactions) Regulations 2012, as amended, accruing daily from the due date until payment in full, together with any compensation for recovery costs provided for under those Regulations. Nothing in this Section limits rConfig's statutory entitlements or its right to recover the reasonable costs of collection.

9.4 Suspension for Non-Payment

Where any undisputed amount remains unpaid more than fifteen (15) days after its due date, rConfig may, on giving Customer not less than seven (7) days' written notice, suspend all Automate work, withhold Delivery of any Deliverable not yet delivered, and suspend Support in respect of Deliverables, until all overdue amounts are paid in full.

Suspension under this Section does not relieve Customer of any payment obligation and is without prejudice to rConfig's other rights and remedies.

9.5 No Set-Off

Customer must pay all amounts due in full without set-off, counterclaim, deduction, or withholding, except as required by law or as expressly provided in this Agreement. Customer's obligation to pay is not conditional on whether Customer has been paid by any third party or End Client.

9.6 Disputed Invoices

Where Customer disputes an invoice in good faith, Customer must notify rConfig in writing before the due date setting out the grounds of the dispute, and must pay all undisputed amounts when due.

10. Confidentiality and Data

10.1 Confidentiality

The confidentiality provisions of the applicable Edition EULA apply to this Agreement and to Automate in full, and are not duplicated here.

Without limiting those provisions, the contents of each Statement of Work and change note, rConfig's rates, and the technical content of each Deliverable are rConfig Confidential Information, and Customer Inputs and the network, topology, device, and configuration information Customer provides are Customer Confidential Information.

10.2 Customer Data

Customer's configuration data, device data, network information, and Customer Inputs remain Customer's property. rConfig will use them only to deliver Automate and to support the resulting Deliverables.

rConfig does not use Customer's configuration data, device data, or Customer Inputs to train or fine-tune any machine learning model.

10.3 Data Protection

Any processing of Personal Data in connection with Automate is governed by the rConfig Privacy Policy and, where applicable, the rConfig Data Processing Addendum, and by the data protection provisions of the applicable Edition EULA.

Where rConfig accesses Personal Data in the course of delivering Automate, it acts as a processor on Customer's documented instructions. Customer is responsible for establishing a lawful basis, for providing required notices, and for ensuring that any End Client contract permits rConfig's involvement.

11. Warranties, Disclaimers, and Liability

11.1 Service Warranty

rConfig warrants that it will perform Automate with reasonable skill and care, using personnel with appropriate expertise.

11.2 Disclaimer

Except for the warranty in Section 3.4 and the warranty in Section 11.1, Automate, all Deliverables, and all AI Output are provided "AS IS". To the maximum extent permitted by law, rConfig disclaims all other warranties, conditions, and terms, whether express, implied, statutory, or otherwise, including any implied warranty or condition of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted or error-free operation, and including any term implied by the Sale of Goods and Supply of Services Act 1980 to the extent that its exclusion is permitted.

rConfig gives no warranty that a Deliverable will:

achieve any particular operational, performance, compliance, audit, or regulatory outcome;
be free from all defects;
remain compatible with any future version of the rConfig platform, any device firmware, or any third-party system; or
be suitable for any environment other than that identified in the Statement of Work.

11.3 Limitation of Liability

To the maximum extent permitted by law:

rConfig's total aggregate liability arising out of or in connection with a Statement of Work, whether in contract, tort including negligence, breach of statutory duty, or otherwise, is limited to the fees paid or payable by Customer under that Statement of Work;
rConfig's total aggregate liability arising out of or in connection with this Agreement and all Statements of Work under it counts towards, and is in any event subject to, the aggregate limitation of liability in the applicable Edition EULA; and
neither party is liable for any indirect, incidental, consequential, special, punitive, or exemplary loss or damage, including loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, loss of or corruption of data, loss of End Client contracts, service credits or penalties payable to any third party or End Client, or business interruption, even if advised of the possibility of such loss.

Nothing in this Agreement limits or excludes liability for:

death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; or
any other liability that cannot lawfully be limited or excluded.

11.4 Exceptions to the Limitation of Liability

The limitation in Section 11.3 does not apply to Customer's liability arising from:

any obligation to pay fees, expenses, interest, or recovery costs under Section 9;
any breach of Section 4.1, 4.2, 4.6, or 7;
any infringement or misappropriation of rConfig's Intellectual Property Rights;
any breach of the confidentiality provisions incorporated by Section 10.1; or
Customer's indemnification obligations under Section 7.4 or Section 12.

The exclusion of indirect and consequential loss in Section 11.3 continues to apply to all claims by either party.

11.5 Allocation of Operational Risk

To the maximum extent permitted by law, rConfig has no liability for any loss or damage arising from the execution of a Deliverable against any device or environment, including loss of connectivity, service outage, configuration loss, data loss, credential exposure, or compliance failure, where that execution was performed, scheduled, or authorised by Customer.

12. Indemnification

12.1 Indemnity by Customer

Customer will indemnify, defend, and hold harmless rConfig, its officers, employees, and Affiliates against all claims, losses, damages, liabilities, fines, penalties, and reasonable legal costs arising from or relating to:

Customer's use, execution, scheduling, modification, or distribution of any Deliverable, including any consequence of executing a Deliverable against any device;
Customer's breach of Section 4.2, 4.6, or 7;
any Customer Input, including any claim that rConfig's use of it as contemplated infringes a third-party right;
any instruction given by Customer under Section 7.3;
use of any Deliverable in a High-Risk System;
any claim brought by or on behalf of any End Client of Customer in relation to any Deliverable or to Customer's managed service; or
Customer's processing of Personal Data, including any failure to establish a lawful basis or to provide a required notice.

12.2 Indemnity by rConfig

rConfig will defend Customer against any third-party claim that a Deliverable, as delivered by rConfig and used in accordance with this Agreement, the Statement of Work, and the Documentation, infringes that third party's copyright, trade mark, or trade secret rights, and will pay damages finally awarded against Customer by a court of competent jurisdiction, or agreed by rConfig in settlement, in respect of such a claim.

rConfig has no obligation under this Section in respect of any claim arising from: any Customer Input, specification, material, or instruction provided by Customer; any modification of the Deliverable by Customer or a third party; combination of the Deliverable with any system, data, or service not supplied or validated by rConfig, where the claim would not have arisen but for that combination; any AI Output or Model Provider; any FOSS or GPL v3 component, which is governed by its own licence; use of a Deliverable after rConfig has made a non-infringing replacement available; or any Deliverable supplied at no charge or as a proof of concept.

Where a claim under this Section arises or is reasonably likely to arise, rConfig may at its option procure the right for Customer to continue using the Deliverable, modify or replace it so that it is non-infringing while materially preserving its function, or, where neither is commercially reasonable in rConfig's reasonable opinion, terminate the licence to that Deliverable and refund the fees paid for it. This Section states Customer's sole and exclusive remedy for any intellectual property claim relating to a Deliverable, and rConfig's liability under it is subject to Section 11.3.

12.3 Indemnity Procedure

The indemnified party must give the indemnifying party prompt written notice of the claim, must give the indemnifying party sole control of the defence and settlement of the claim, must not make any admission or settlement without the indemnifying party's prior written consent, and must provide reasonable cooperation and information at the indemnifying party's expense. The indemnified party may participate in the defence at its own cost.

13. Term and Termination

13.1 Term

This Agreement begins when Customer first purchases, commissions, or accesses Automate, or signs a Statement of Work, whichever occurs first, and continues until terminated in accordance with this Section.

Each Statement of Work continues until the Deliverables under it are accepted and all fees are paid, or until that Statement of Work is terminated.

13.2 Termination for Convenience of a Statement of Work

Customer may terminate a Statement of Work on thirty (30) days' written notice. On such termination Customer will pay for all work performed and expenses properly incurred up to the effective date of termination, together with any resource time reserved and not reallocated, and rConfig has no obligation to deliver incomplete work.

Fixed-price fees already paid are not refundable except in respect of Deliverables not commenced.

13.3 Termination for Breach or Insolvency

Either party may terminate this Agreement or any Statement of Work where the other party materially breaches it and fails to cure the breach within thirty (30) days of written notice, or with immediate effect where the other party becomes insolvent, has an examiner, receiver, liquidator, or similar officer appointed, enters into an arrangement with its creditors, or ceases or threatens to cease to carry on business.

rConfig may terminate with immediate effect where the breach is incapable of cure, involves fraud, or where continued performance would expose rConfig to material legal, regulatory, or security risk.

13.4 Effect of Termination

On termination:

all unpaid fees accrued to the effective date of termination become immediately due;
rConfig has no obligation to deliver or complete any work not paid for;
where the Edition EULA terminates, or where Customer's licence for the applicable rConfig edition expires or is terminated, the licence in Section 4.1 terminates with it and Customer must cease all use of the Deliverables and destroy all copies;
where this Agreement is terminated by rConfig for Customer's material breach, the licence in Section 4.1 terminates and Customer must cease all use of the Deliverables and destroy all copies, save in respect of any Deliverable governed by GPL v3 under Section 4.5; and
otherwise, Customer retains the licence in Section 4.1 in respect of Deliverables accepted and paid for in full, subject to Section 1.2.

The Sections identified in Section 14.9 survive.

Termination does not affect any right, remedy, obligation, or liability accrued before termination.

14. General Provisions

14.1 Entire Agreement

This Agreement, together with the applicable Statement of Work, Order, and the documents incorporated by Section 1.5, constitutes the entire agreement between the parties in relation to Automate, and supersedes all prior proposals, quotations, estimates, statements, and understandings in relation to its subject matter.

Any purchase order terms, supplier portal terms, or similar terms put forward by Customer are of no effect, notwithstanding any acknowledgement or countersignature by rConfig.

14.2 Non-Reliance

Customer acknowledges and agrees that in entering into this Agreement or any Statement of Work it has not relied on, and will have no right or remedy in respect of, any statement, representation, assurance, warranty, promise, forecast, or undertaking that is not expressly set out in this Agreement or in a signed Statement of Work.

This includes any estimate, indicative timeline, proposal, scoping or discovery output, demonstration, proof of concept, roadmap or changelog statement, marketing material, website content, AI Output, or oral discussion.

To the maximum extent permitted by law, rConfig excludes all liability for any negligent or innocent misrepresentation. Nothing in this Section limits or excludes liability for fraudulent misrepresentation or fraudulent concealment, or any other liability that cannot lawfully be limited or excluded.

14.3 No Third-Party Rights

This Agreement is between rConfig and Customer only. No End Client, End User, Affiliate, Managing Party, Model Provider, or other third party has any right to enforce any term of this Agreement or any right of action against rConfig arising from it.

14.4 Notices

Notices must be in writing and sent to the other party's registered address or to the email address notified for the purpose. Notices to rConfig must be sent to OS Informatics Limited, 44 Longshore Drive, Jacobs Island, Cork, Ireland, and copied to J.W. O'Donovan LLP, 27 South Mall, Cork T12 R2RV, Ireland. A notice of breach, suspension, or termination must not be given solely through the support ticketing system or through a project channel.

14.5 Assignment

Customer may not assign, novate, charge, or otherwise transfer this Agreement, any Statement of Work, or any right under it, including the licence in Section 4.1, without rConfig's prior written consent. rConfig may assign or novate this Agreement to an Affiliate, or in connection with a merger, acquisition, or sale of all or substantially all of its assets, on written notice.

14.6 Severability, Waiver

If any provision is held invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed, and the remaining provisions continue in full force. No failure or delay in exercising a right operates as a waiver, and a waiver is effective only if given in writing and signed by the waiving party.

14.7 Force Majeure

Neither party is liable for any failure or delay in performing its obligations, other than an obligation to pay money, to the extent caused by an event beyond its reasonable control, including act of God, war, terrorism, civil unrest, epidemic or pandemic, industrial action, failure of a utility, telecommunications provider, cloud provider, or Model Provider, cyber attack on a third party, or act of government. Where the event continues for more than sixty (60) days, either party may terminate the affected Statement of Work on written notice.

14.8 Independent Contractors; Personnel

The parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship. Each party is responsible for its own personnel, including all remuneration, taxes, and statutory obligations, and neither party's personnel are employees of the other. rConfig determines which of its personnel perform Automate and may substitute personnel with equivalent skills.

14.9 Survival

Sections 3.3, 4, 5.4, 7, 8, 9, 10, 11, 12, 13.4, 14, and 15 survive termination or expiry of this Agreement.

14.10 Publicity

Neither party may use the other party's name, logo, or trade marks in any public statement, customer list, case study, press release, or marketing material without that party's prior written consent, which may be withdrawn on thirty (30) days' written notice.

14.11 Amendment

This Agreement may be amended only by a written document signed by an authorised representative of each party, save that rConfig may update the Documentation, Privacy Policy, and Data Processing Addendum from time to time, and may update its rates with effect from any new Statement of Work.

14.12 Governing Law and Jurisdiction

This Agreement, and any dispute or claim arising out of or in connection with it, including any non-contractual dispute or claim, is governed by the laws of the Republic of Ireland. The parties submit to the exclusive jurisdiction of the courts of the Republic of Ireland, save that either party may apply to any court of competent jurisdiction for interim or injunctive relief to protect its Intellectual Property Rights or Confidential Information.

15. Definitions and Interpretation

15.1 Definitions

In this Agreement, and in addition to the terms defined in the applicable Edition EULA:

"Acceptance Criteria" means the criteria against which a Deliverable is tested under Section 3.2, as set out in the applicable Statement of Work or as determined under Section 2.1.

"AI Feature" and "AI Output" have the meanings given in the applicable Edition EULA.

"Automate" means the rConfig Automate customisation and automation service described in Section 1.1.

"Customer Inputs" has the meaning given in Section 4.4.

"Deliverable" means any script, workflow, integration, driver, template, parsing or normalisation logic, connector, API endpoint, report, tool, configuration, procedure, or documentation produced by rConfig under a Statement of Work.

"Delivery" has the meaning given in Section 3.1.

"Edition EULA" means the rConfig software licence agreement applicable to the edition of the rConfig platform that Customer is licensed to use, being the rConfig Core licence (GPL v3), the Professional Edition EULA, the Enterprise Edition EULA, or the Vector MSP Edition EULA, as applicable.

"End Client" has the meaning given in the Vector MSP Edition EULA.

"GPL v3" has the meaning given in Section 4.5.

"High-Risk System" has the meaning given in the applicable Edition EULA.

"Model Provider" has the meaning given in the applicable Edition EULA.

"Order" means the order form, quotation, or invoice under which Customer purchases Automate.

"Statement of Work" or "SOW" means a document signed by both parties setting out the scope and terms of an Automate engagement.

"Support" means technical support and maintenance services under Customer's Support plan for the applicable rConfig edition.

15.2 Interpretation

In this Agreement:

section headings are for convenience only and do not affect interpretation;
"including", "includes", and "in particular" are to be read as if followed by "without limitation";
"writing" and "written" include email but exclude any other form of electronic message;
"business day" means a day other than a Saturday, Sunday, or public holiday in the Republic of Ireland;
a reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time;
the singular includes the plural and vice versa; and
a reference to a Section is to a Section of this Agreement unless it expressly refers to an Edition EULA.

END OF AGREEMENT