rConfig Enterprise Edition, Software Licence Agreement (EULA)

Version 2.0 Last Updated: 1st January 2026

Effective for orders placed on or after the date above. Customers who accepted a previous version of this Agreement remain subject to that version until their next renewal.

Parties and Scope

This Software Licence Agreement ("Agreement", "EULA") 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, invoice, contract, or grant letter ("Company").

This Agreement governs Company's use of rConfig Enterprise Edition ("Software") in self-hosted, hybrid, on-premises, or private-cloud deployments.

This Agreement does not apply to:

rConfig Core (open-source edition);
rConfig Professional Edition;
rConfig Vector (MSP or multi-tenant deployments); or
any hosted or cloud service operated by rConfig,

each of which is governed by separate terms.

Acceptance

By downloading, installing, copying, accessing, or using the Software, Company agrees to be bound by this Agreement.

If Company does not agree to this Agreement, Company must not download, install, copy, access, or use the Software, and must promptly delete or return the Software and any proof of entitlement to the party from whom it was acquired.

If an individual accepts this Agreement on behalf of a legal entity, that individual warrants that they have full authority to bind that entity, and "Company" means that entity.

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

Company is responsible for ensuring that all End Users and Affiliates comply with this Agreement.

Capitalised terms have the meanings given in Section 16 (Definitions and Interpretation) or where first defined in this Agreement.

1. Licence Grant; Scope

1.1 Licence Grant

Subject to this Agreement and to payment of all applicable fees, rConfig grants Company a non-exclusive, non-transferable, non-sublicensable licence to install, operate, and use the Software:

across Company's internal networks, infrastructure, and Affiliates;
for Company's own internal business operations; and
including in multi-site, geographically distributed, and high-availability environments.

The licence grants no rights in or to the source code of the Software except as expressly provided in Section 1.4.

1.2 Subsidiaries and Affiliates

Company may permit its Affiliates to use the Software under this Agreement, provided that Company remains fully responsible and liable for each Affiliate's compliance as if the acts and omissions of that Affiliate were those of Company.

1.3 Managing Parties

Company may permit a Managing Party engaged to manage Company's IT resources to use the Software, provided that:

the Managing Party uses the Software only for Company's internal business operations and not to provide services to any other party;
the Managing Party is bound by obligations no less protective of rConfig than those in this Agreement; and
Company notifies rConfig in writing of the identity of the Managing Party before that Managing Party is granted access to the Software, and provides updated details promptly on rConfig's written request.

Company is fully responsible and liable for the acts and omissions of any Managing Party.

1.4 Customisation and Enterprise Flexibility

Enterprise Edition permits:

configuration through the user interface, the documented API, and other documented interfaces;
development and operation of custom integrations against documented interfaces;
mutually agreed custom modules; and
extensions developed under a Professional Services engagement or with rConfig's prior written approval.

Modification of the source code of the Software is permitted only where expressly agreed in writing by rConfig, or where delivered under a Professional Services engagement in accordance with Sections 4.10 to 4.16.

Company acknowledges that:

any build of the Software containing modifications not made or approved by rConfig is unsupported, is excluded from the Limited Warranty in Section 9.1, and is excluded from the indemnity in Section 10.2;
Company is solely responsible for maintaining, testing, and re-applying its own modifications across Updates and Upgrades; and
rConfig has no obligation to preserve compatibility with any Company modification, custom module, or custom integration in any Update or Upgrade.

1.5 Deployment Models, Private Cloud, Hybrid, and Multi-Region

Company may deploy the Software in:

private cloud environments;
hybrid on-premises and cloud architectures;
multiple data centres and regions;
high-availability clusters; and
disaster recovery, standby, test, and staging environments.

Deployment in public cloud infrastructure is permitted under Enterprise Edition provided that the deployment is operated by Company and used solely for Company's own internal business operations.

1.6 MSP and Multi-Tenant Restriction

Enterprise Edition does not grant Company any right to:

host or operate the Software for the benefit of third-party customers;
operate the Software as, or as part of, a managed service offering;
provide multi-tenant access to unrelated organisations; or
provide any third party with access to the Software other than as permitted by Sections 1.2 and 1.3.

Those rights require a Vector MSP Agreement.

Where rConfig determines that Company is using the Software in a manner requiring a Vector MSP Agreement, rConfig may require Company to enter into such an agreement, may adjust fees retroactively, and may treat the use as a material breach under Section 5.2.

1.7 Software Scope; Roadmap and Forward-Looking Statements

The licence granted under this Agreement applies only to the Software as delivered and as described in the Documentation current at the date of Delivery.

Any statement by rConfig regarding future functionality, including roadmap items, changelog entries, release notes, planned features, beta or preview functionality, indicative timelines, and any statement described as planned, forthcoming, under consideration, or in development, is provided for information only. Such statements:

do not form part of the Software licensed under this Agreement;
are not commitments, warranties, or representations;
may be changed, deferred, or withdrawn by rConfig at its sole discretion and without notice; and
must not be relied upon by Company in making any purchasing, renewal, architectural, or operational decision.

For the avoidance of doubt, an item listed in Section 4.3 is a commitment only to the extent that it is expressly purchased and quantified in the applicable order, Enterprise Support Schedule, Master Services Agreement, or Statement of Work.

Company acknowledges that it has acquired the Software on the basis of the functionality available at the date of Delivery and not on the basis of any anticipated future functionality.

1.8 Documentation

The Documentation is provided as guidance to assist Company in installing, configuring, and operating the Software.

The Documentation is updated from time to time. The version published on the Documentation Website at the relevant time is the operative version for all purposes under this Agreement, including the Limited Warranty in Section 9.1.

rConfig uses reasonable efforts to keep the Documentation accurate and current but does not warrant that it is complete, current, or free from error or omission. Where the Documentation and the behaviour of the Software conflict, Company will notify rConfig in accordance with Section 9.1, and rConfig will, at its discretion, correct the Documentation or correct the Software.

The Documentation is rConfig Confidential Information as set out in Sections 7 and 8.1.

AI Output is not Documentation, and no statement generated by an AI Feature forms part of the Documentation or of any warranty given by rConfig.

2. Licence Term, Updates, and Capacity

2.1 Perpetual Licence

Unless otherwise specified in the applicable order, contract, or grant letter, the licence granted under Section 1.1 is perpetual, subject to Company's continuing compliance with this Agreement and to rConfig's rights of suspension and termination under Sections 6.4 and 5.2.

2.2 Updates and Upgrades

Updates and Upgrades are provided only while Company holds:

an active Support subscription;
an Enterprise maintenance contract; or
a Professional Services engagement that expressly delivers updated components.

2.3 Enterprise Capacity and Product Entitlement

Device, node, or other capacity limits are defined in the applicable Enterprise order form, contract, Master Services Agreement, or Statement of Work. No default numeric device limit applies to Enterprise Edition.

Where the applicable order form, contract, Master Services Agreement, and Statement of Work are all silent as to capacity, Company's Product Entitlement is the number of devices recorded in the first deployment report produced under Section 6.6, and Company must not exceed that number by more than ten per cent (10%) without rConfig's prior written agreement. This Section operates as a fallback only and does not limit any capacity expressly granted.

Where rConfig determines that Company is operating above its Product Entitlement, rConfig may require Company to purchase additional capacity, may adjust fees retroactively for the period of exceedance, may suspend Support in accordance with Section 6.4, or may treat the exceedance as a material breach under Section 5.2.

Temporary exceedance during a documented migration, hardware refresh, or disaster recovery event does not constitute a breach provided that it is remedied within thirty (30) days and Company notifies rConfig in writing.

3. Copy and Use Terms

3.1 Back-Up, Disaster Recovery, and Non-Production Copies

Company may make a reasonable number of copies of the Software for back-up, archival, disaster recovery, test, staging, and sandbox purposes, provided that all such use remains within Company's own organisation and within Company's Product Entitlement where the copy manages production devices.

Non-production instances that do not manage, monitor, or configure production devices do not count towards the Product Entitlement.

3.2 Multiple Installations

Enterprise Edition permits:

unlimited installations within Company and its Affiliates;
multiple instances for high availability, disaster recovery, staging, testing, and sandboxing; and
geographically distributed deployments,

in each case subject to the Product Entitlement in Section 2.3.

3.3 General Restrictions

Except as expressly permitted in this Agreement, Company must not, and must not permit any third party to:

remove, obscure, or alter any copyright, trade mark, or other proprietary notice on or in the Software or Documentation;
sell, rent, lease, lend, license, sublicense, distribute, or otherwise make the Software available to any third party, including as part of a service bureau, managed service, hosting, or time-sharing arrangement;
modify, adapt, translate, or create derivative works of the Software except as permitted by Section 1.4;
reverse engineer, decompile, or disassemble the Software, or attempt to discover, extract, derive, or reconstruct its source code, algorithms, data structures, machine learning models, model weights, prompts, system prompts, prompt templates, tool or function definitions, agent instructions, embeddings, vector representations, training data, or the internal logic or behaviour of any AI Feature or AI workflow, except to the extent that such an act cannot lawfully be prohibited under mandatory law and then only after giving rConfig prior written notice and a reasonable opportunity to provide the required interoperability information;
use any AI Output, or any input to or output of an AI Feature, to train, fine-tune, distil, evaluate, or improve any machine learning model, or to develop any product or service that competes with the Software;
extract, harvest, or systematically collect AI Output, prompts, or AI Feature responses at scale, whether manually or by automated means;
use the Software, or any information derived from it, to develop, directly or indirectly, any product or service that competes with the Software;
publish or disclose any performance test, benchmark test, comparative test, comparative evaluation, or quantitative scale, capacity, throughput, accuracy, or latency figures relating to the Software or to any AI Feature, or any material generated during an evaluation or proof of concept, without rConfig's prior written consent, provided that nothing in this paragraph restricts Company from expressing its own opinion about the Software or from making any disclosure required by law or by a regulator;
circumvent, disable, or interfere with any licensing, entitlement, activation, or usage-measurement mechanism in the Software; or
provide access to the Software to any external customer except under a Vector MSP Agreement.

4. Support, Maintenance, and Professional Services

4.1 Support Entitlement

Company's Support entitlement is defined in the applicable Enterprise Support Schedule, subscription agreement, or Master Services Agreement, each of which is incorporated into this Agreement by reference to the extent it applies to Company.

Where the Enterprise Support Schedule conflicts with this Section 4, the Enterprise Support Schedule prevails.

rConfig may subcontract the provision of Support in whole or in part, provided that rConfig remains responsible for its obligations under this Agreement.

After the applicable Support or subscription period expires, Company may continue to use the Software under the perpetual licence in Section 2.1 but has no further right to Support, Updates, or Upgrades.

4.2 Support Response Targets, Enterprise Edition

(a) Coverage. Support is provided during Support Hours, being 8:00 AM to 8:00 PM GMT, excluding public holidays in the Republic of Ireland. Where Company has purchased extended or twenty-four hour coverage, the coverage stated in the Enterprise Support Schedule applies. A support request received outside the applicable coverage period is treated as received at the start of the next coverage period.

(b) Severity. Severity is assigned as follows. Where the parties disagree on severity, the parties will discuss the assignment in good faith and, failing agreement, rConfig's assessment applies.

Severity	Definition
Critical	The Software is wholly inoperable in a production environment, or a defect in the Software causes complete failure of configuration backup across all managed devices, and no workaround is available.
High	A documented core function of the Software fails in a production environment, affecting a material subset of managed devices, and no reasonable workaround is available.
Medium	A documented function of the Software does not operate as described in the Documentation, and a workaround is available.
Low	Cosmetic issues, documentation queries, configuration questions, and feature enquiries.

(c) Response targets. Unless otherwise agreed in the Enterprise Support Schedule, rConfig aims to provide an initial response within the following periods, measured within the applicable coverage period from the time a request containing the information required under Section 4.9 is logged through an agreed support channel:

Severity	Initial response target
Critical	4 hours
High	1 business day
Medium	2 business days
Low	3 business days

(d) Status of targets. The response targets in Section 4.2(c) are objectives only and are not guaranteed. rConfig gives no commitment as to the time within which any issue will be diagnosed, reproduced, worked around, mitigated, or resolved, or as to whether any particular issue will be resolved at all, and gives no commitment as to the time within which a permanent fix will be delivered, which is determined by rConfig's release process. Any period during which rConfig is awaiting information, access, or a response from Company does not count towards a response target.

(e) Exclusions. No response target applies where the issue arises from any matter listed in Section 4.5, from Company's failure to meet its obligations under Section 4.9, from use of a version of the Software that has reached End-of-Life, from any Company modification, custom module, or custom integration, from any AI Output or Model Provider, or from an environment, platform, or third-party component not validated by rConfig.

(f) Sole remedy. Where rConfig fails to meet an initial response target in Section 4.2(c), Company's sole and exclusive remedy is a credit against the next Support renewal fee, calculated as five per cent (5%) of the annual Support fee per failure, subject to an aggregate maximum in any twelve (12) month period of twenty per cent (20%) of the annual Support fee. Credits must be claimed in writing within thirty (30) days of the failure. Credits are not payable in cash, and no other remedy, refund, damages, or right of termination arises from a failure to meet a response target, save that where rConfig fails to meet the Critical initial response target on three (3) or more occasions in any rolling ninety (90) day period, Company may terminate its Support subscription on thirty (30) days' written notice and receive a pro-rated refund of prepaid Support fees for the unexpired period.

4.3 Enhanced Enterprise Rights

Enterprise Edition may include the following, in each case only where expressly purchased and quantified in the applicable order, Enterprise Support Schedule, Master Services Agreement, or Statement of Work:

a named account manager;
Professional Services hours;
architectural reviews;
performance tuning engagements;
development of custom connectors or integrations;
pre-production testing support;
priority patch delivery; and
a direct messaging channel such as a shared Slack or Microsoft Teams channel.

The following apply to those rights:

Quantification. Any right expressed as a number of hours, engagements, or reviews is limited to the quantity purchased. Unused quantities expire at the end of the subscription period in which they were purchased unless otherwise agreed in writing, and are not refundable.
Named account manager. A named account manager is a commercial contact and is not a support channel. Support requests must be logged through an agreed support channel to attract any target under Section 4.2.
Direct messaging channel. A direct messaging channel is provided as a convenience for informal communication and coordination. It is available during Support Hours only, does not attract any target under Section 4.2, and does not constitute an agreed support channel for the purposes of Section 4.2(c). Any issue requiring action must be logged as a support request. rConfig may withdraw or restrict the channel in accordance with Section 4.6.
Priority patch delivery. Priority patch delivery means that, where rConfig produces a fix for a defect affecting Company, rConfig will make that fix available to Company in advance of general availability where it is technically safe to do so. It is not a commitment as to whether or when a fix will be produced.
Architectural reviews and performance tuning. These are advisory in nature. Any recommendation made is based on the information provided by Company at the time and is not a warranty as to performance, capacity, scalability, or security. Company remains responsible for its own architecture and operational decisions.

4.4 Fair Use

Support resources are shared across customers. Where Company's consumption of Support materially exceeds reasonable levels for its tier, rConfig may require Company to upgrade to a higher Support tier, purchase additional hours, or move to a managed Enterprise arrangement. rConfig will give Company reasonable notice and an opportunity to discuss before applying this Section.

4.5 Support Exclusions

rConfig may refuse or limit Support where the issue is caused by or arises from:

any modification of the Software or its dependencies, or any Company fork, not made or approved in writing by rConfig;
any Company custom module, custom integration, or automation, save to the extent rConfig developed it under a Statement of Work and it remains within its deliverables warranty period;
an unsupported or unvalidated environment, operating system, database version, or platform;
a third-party integration or component not validated by rConfig;
any Model Provider, or the configuration, availability, output, or behaviour of any Model Provider;
Company's deployment of AI Output without the review required by Section 12.2;
Company's own network, infrastructure, or security configuration;
a version of the Software that has reached End-of-Life; or
Company's failure to meet its obligations under Section 4.9.

rConfig maintains a list of validated integrations and supported platforms on the Documentation Website. An integration not appearing on that list is not a validated integration for the purposes of this Agreement.

4.6 Customer Conduct and Anti-Abuse

Company, its Affiliates, End Users, Managing Parties, and any contractor or agent acting on Company's behalf must:

act professionally and respectfully in all interactions with rConfig personnel;
not engage in abusive, harassing, threatening, intimidating, discriminatory, or bad-faith behaviour towards rConfig personnel;
not flood, spam, or otherwise misuse rConfig's ticketing, communication, or support systems, including any direct messaging channel provided under Section 4.3;
not attempt to bypass agreed support channels, escalation paths, or named contacts; and
not probe, scan, penetration test, attack, or otherwise interfere with rConfig's own systems, services, or infrastructure without rConfig's prior written consent.

Where a breach of this Section occurs, rConfig may suspend or limit Support, restrict or withdraw access to specific support channels including any direct messaging channel, require that all contact be routed through a single named individual on each side, and, in the case of repeated or severe breaches, terminate this Agreement under Section 5.2.

Where rConfig reasonably believes that the safety or security of its personnel, systems, or services is at risk, rConfig may suspend interactions immediately and without notice, without prejudice to its other rights and remedies.

For the avoidance of doubt, this Section governs conduct and not content. Nothing in this Section restricts Company from raising defects, reporting failures, disputing rConfig's performance, or expressing dissatisfaction with the Software or with Support, however strongly expressed, and rConfig will not treat the substance of any such report as a breach of this Section.

4.7 Governance, Escalation, and Service Review

Each party will nominate a named executive sponsor, a named commercial contact, and a named technical contact for the purposes of this Agreement, and will keep those details current.

The parties will hold a service review at intervals of not more than three (3) months, or as otherwise agreed, to review open issues, defect trends, Support performance against Section 4.2, planned changes, and capacity against the Product Entitlement. Either party may convene an additional service review on ten (10) business days' notice.

Where Company is dissatisfied with the Software or with Support, Company will escalate in the following order before treating the matter as a dispute or as a breach of this Agreement: first to the assigned rConfig support engineer; then to rConfig's support lead; then to rConfig's named commercial contact; then to rConfig's executive sponsor. rConfig will acknowledge each escalation within one (1) business day and will provide a written position within five (5) business days of the final escalation stage.

Where either party wishes to set implementation milestones, acceptance criteria, exit criteria, or a decision point relating to the Software, those must be agreed by both parties in writing to be effective under this Agreement. Milestones, criteria, or deadlines set unilaterally by one party do not create any obligation on the other party, and failure to meet them does not constitute a breach of this Agreement.

Where the parties agree in writing a remediation plan in respect of defects or Support performance, neither party may treat the underlying matter as a repudiatory breach while that plan is being performed in accordance with its terms.

4.8 Support Policy Changes and Renewal

rConfig may change its Support offerings and the Enterprise Support Schedule effective from the start of any renewal period, and will notify Company of material changes not less than sixty (60) days before the renewal date.

Unless otherwise agreed in writing, Support and subscription services renew automatically for successive periods of one (1) year at rConfig's then-current price for the relevant tier. Either party may decline renewal by giving not less than sixty (60) days' written notice before the renewal date.

4.9 Company Obligations and Dependencies

Company acknowledges that rConfig's ability to provide Support and Professional Services, and to meet the response targets in Section 4.2, depends on Company's cooperation. Company will, at no charge to rConfig:

maintain the Software on a supported version and in a supported environment as set out in the Documentation;
nominate at least one named technical contact with sufficient authority and technical knowledge, and provide reasonable availability during the applicable coverage period for Critical and High severity issues;
provide, when logging a support request, a clear description of the issue, the steps to reproduce it, the affected device or devices, the Software version and edition, details of any Company modification or custom integration in the affected environment, relevant log output, and any diagnostic output reasonably requested by rConfig;
respond to rConfig's requests for information, access, or clarification without undue delay;
where reasonably required and subject to Company's own security requirements, provide timely access to the affected environment, to a representative test device, or to a non-production instance for reproduction purposes;
maintain a non-production environment of reasonable fidelity to production for reproduction and testing purposes; and
perform any reasonable remedial or diagnostic step reasonably requested by rConfig.

Where Company does not meet an obligation under this Section, rConfig's corresponding obligations under Sections 4.2, 4.10 to 4.16, and 9.1 are suspended for the duration of the failure, and any applicable target period is extended by an equivalent amount.

Any estimate given by rConfig of the effort or elapsed time required to install, configure, migrate to, or operationalise the Software assumes that Company meets its obligations under this Section, provides accurate information about its environment, and does not materially change scope. Such estimates are indicative only, are subject to Section 1.7, and are not commitments.

4.10 Professional Services, Statement of Work

Where rConfig provides Professional Services, those services are provided only under a Statement of Work signed by an authorised representative of each party. rConfig has no obligation to perform, and Company has no obligation to pay for, any Professional Services not covered by a signed Statement of Work.

Each Statement of Work must set out the scope of work, the deliverables, the assumptions and Company dependencies, the fees and fee basis, the timeline, the acceptance criteria, and the named contacts for each party.

Where a Statement of Work conflicts with Sections 4.10 to 4.16, the Statement of Work prevails to the extent of the conflict and only where it expressly identifies the provision it varies.

4.11 Fee Basis, Expenses, and Prepaid Hours

Unless a Statement of Work expressly states that it is fixed price, Professional Services are provided on a time and materials basis at rConfig's then-current rates.

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 4.12.

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

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

4.12 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, fees, timeline, and dependencies.

rConfig is not obliged to perform any requested change until a change note is signed. Where Company requests that rConfig commence work on a change before a change note is signed, rConfig may do so on a time and materials basis at its then-current rates, and Company will pay for that work whether or not a change note is subsequently signed.

4.13 Acceptance

Where a Statement of Work identifies deliverables, the following applies unless the Statement of Work provides otherwise.

rConfig will notify Company when a deliverable is ready for acceptance testing. Company will have ten (10) business days from that notice to test the deliverable against the acceptance criteria in the Statement of Work and to notify rConfig in writing either of acceptance or of any failure to meet those criteria, specifying the failure in reasonable detail.

Where Company 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, Company may terminate the affected Statement of Work and receive a refund of fees paid in respect of the rejected deliverable, which is Company's sole and exclusive remedy.

A deliverable is deemed accepted where Company does not notify a failure within the applicable acceptance period, where Company uses the deliverable in a production environment, or where the only outstanding matters are those that do not prevent the deliverable from meeting the acceptance criteria in a material respect.

4.14 Deliverables Warranty

rConfig warrants that, for ninety (90) days following acceptance, each deliverable produced under a Statement of Work will perform substantially in accordance with the specification set out in that Statement of Work.

Company'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 does not apply where the deliverable has been modified by anyone other than rConfig, where the defect arises from a change in Company's environment, from a Company modification to the Software, from a third-party component, from any Model Provider, or from Company's failure to meet a dependency in the Statement of Work.

Where a deliverable is or includes an AI Feature or an integration to a Model Provider, this warranty applies to the deliverable itself and does not extend to AI Output, which remains governed by Section 12.

Except for this warranty and the Limited Warranty in Section 9.1, Professional Services are provided with reasonable skill and care and are otherwise subject to the disclaimer in Section 9.3.

4.15 Intellectual Property in Professional Services Deliverables

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, and libraries used in producing it, and in any generic improvement, enhancement, or component that is capable of use for customers other than Company;
Company is granted a non-exclusive, non-transferable, perpetual licence to use each deliverable for Company's own internal business operations, on the same terms and subject to the same restrictions as apply to the Software under this Agreement;
where a deliverable is expressly identified in a Statement of Work as Company-specific and as owned by Company, rConfig assigns the Intellectual Property Rights in that deliverable to Company on payment in full, and Company grants rConfig a non-exclusive, perpetual, royalty-free licence to use any part of it that is necessary to support, maintain, or develop the Software; and
nothing in a Statement of Work transfers to Company any Intellectual Property Right in the Software itself.

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

Where rConfig uses an AI Feature or any artificial intelligence tool in producing a deliverable, Company's obligations under Section 12.2 continue to apply to any AI Output contained in or generated by that deliverable.

4.16 Company Dependencies for Professional Services

Company will provide the access, information, environments, test devices, decisions, approvals, and personnel identified as Company dependencies in the applicable Statement of Work, in each case within the timeframes stated in it.

Where Company 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, and is not liable for any resulting delay, cost, or failure to meet a milestone.

5. Termination

5.1 Termination by Company

Company may terminate this Agreement at any time by ceasing all use of the Software and uninstalling and destroying all copies of it. No fees already paid are refundable unless otherwise expressly agreed in writing or as provided in Sections 4.2(f), 4.13, or 4.14.

Termination of this Agreement automatically terminates all Statements of Work. Company will pay for all Professional Services performed and expenses properly incurred up to the effective date of termination.

5.2 Termination by rConfig for Breach

rConfig may terminate this Agreement and the licences granted under it where Company materially breaches this Agreement and fails to cure the breach within thirty (30) days of written notice specifying the breach.

Without limitation, each of the following is a material breach: persistent operation above the Product Entitlement contrary to Section 2.3; use of the Software in a manner requiring a Vector MSP Agreement contrary to Section 1.6; unauthorised sale, rental, lease, sublicensing, or distribution of the Software; source-code modification contrary to Section 1.4; reverse engineering contrary to Section 3.3; use of any AI Feature or AI Output contrary to Section 3.3 or Section 12.6; use of the Software to develop a competing product or service; breach of Section 7; breach of Section 14; and repeated or severe breach of Section 4.6.

rConfig may terminate this Agreement with immediate effect and without a cure period where the breach is incapable of cure, where it involves fraud, or where continued performance would expose rConfig to material legal, regulatory, or security risk.

5.3 Termination by Either Party for Insolvency

Either party may terminate this Agreement with immediate effect on written notice where the other party becomes insolvent, has an examiner, receiver, liquidator, or similar officer appointed, enters into any arrangement or composition with its creditors, or ceases or threatens to cease to carry on business.

5.4 Effect of Termination

On termination of this Agreement:

all licences granted under this Agreement, including the perpetual licence in Section 2.1 and any deliverables licence under Section 4.15, cease immediately, save that where Company has terminated under Section 5.3 or where rConfig has terminated other than for Company's breach, the licence granted under Section 4.15 in respect of accepted and fully paid deliverables continues;
Company must promptly cease all use of the Software, uninstall and destroy or return all copies of the Software and Documentation, and certify that it has done so in writing on rConfig's request;
all fees accrued or payable up to the effective date of termination become immediately due; and
the Sections identified in Section 15.10 survive.

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

5.5 End-of-Life

Support for specific versions and features of the Software follows rConfig's End-of-Life policy, published on the Documentation Website. On the End-of-Life date for a given version or feature, rConfig may cease providing Updates, Upgrades, security patches, and Support for that version or feature.

rConfig will give Company not less than twelve (12) months' notice of the End-of-Life date for a major version of the Software.

End-of-Life does not of itself terminate the perpetual licence granted under Section 2.1.

6. Fees, Taxes, and Audit

This Section applies where Company purchases directly from rConfig. Where Company purchases through an Authorised Partner, payment terms are as agreed between Company and that Authorised Partner, and Sections 6.1 to 6.5 do not apply, save that Section 6.4 continues to apply where rConfig has not been paid in respect of Company's entitlement.

6.1 Fees

Fees are due within thirty (30) days of the invoice date, in the currency stated on the invoice. All fees are non-cancellable and non-refundable unless otherwise expressly agreed in writing or as provided in Sections 4.2(f), 4.13, or 4.14.

6.2 Taxes

All fees are exclusive of value added tax and of any other sales, use, excise, withholding, or similar tax or duty. Company is responsible for all such taxes and duties, other than taxes on rConfig's net income.

Where Company is required by law to withhold or deduct any amount from a payment, Company will increase the payment so that rConfig receives the full amount it would have received had no withholding or deduction been required, and will provide rConfig with evidence of the withholding or deduction on request.

6.3 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 in respect of late payment or its right to recover the reasonable costs of collection.

6.4 Suspension for Non-Payment

Where any undisputed amount remains unpaid more than fifteen (15) days after its due date, rConfig may, on giving Company not less than fourteen (14) days' written notice to Company's named commercial contact, suspend the provision of Support and Professional Services, the provision of Updates and Upgrades, access to rConfig's customer portal, and the issue or renewal of licence keys or activation credentials, until all overdue amounts are paid in full.

Suspension under this Section does not terminate the perpetual licence granted under Section 2.1, does not relieve Company of any payment obligation, and is without prejudice to rConfig's other rights and remedies, including its right to terminate under Section 5.2.

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

6.5 No Set-Off

Company must pay all amounts due under this Agreement in full without set-off, counterclaim, deduction, or withholding, except as required by law or as expressly provided in this Agreement.

6.6 Audit and Deployment Verification

rConfig may, not more than once in any twelve (12) month period and on not less than thirty (30) days' written notice, request:

a deployment report;
a device and node count report, including peak counts over the preceding twelve (12) months where available; and
entitlement, version, and edition verification.

Where the Software cannot automatically generate such a report, Company will produce a reasonably detailed manual report.

Company will retain records sufficient to produce such a report for a period of three (3) years.

Where the report shows overuse or non-compliance, Company must promptly purchase the required additional capacity and pay any applicable back-fees, reinstatement charges, and a reasonable out-of-compliance fee.

rConfig will conduct any audit in a manner that minimises disruption to Company's business, and will treat all information obtained in the course of an audit as Company Confidential Information under Section 7.

7. Confidentiality

7.1 Obligation

Each party (as "Receiving Party") will keep confidential all Confidential Information of the other party (as "Disclosing Party"), will use it only for the purposes of this Agreement, and will not disclose it to any third party except as permitted by this Section.

7.2 Standard of Care

The Receiving Party will protect the Disclosing Party's Confidential Information using at least the degree of care it applies to its own confidential information of similar importance, and in any event no less than a reasonable degree of care.

7.3 Permitted Disclosures

The Receiving Party may disclose Confidential Information to its employees, officers, Affiliates, professional advisers, and, in Company's case, Managing Parties, in each case only to those who need to know it for the purposes of this Agreement and who are bound by confidentiality obligations no less protective than those in this Section. The Receiving Party remains liable for any breach of this Section by any such recipient.

7.4 Exclusions

The obligations in this Section do not apply to information that:

is or becomes publicly available other than through a breach of this Agreement;
was lawfully known to the Receiving Party without restriction before disclosure;
is lawfully received from a third party without restriction and without breach of any obligation of confidence; or
is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

7.5 Compelled Disclosure

Where the Receiving Party is required by law, by a court, or by a regulator to disclose Confidential Information, it may do so, provided that, to the extent legally permitted, it gives the Disclosing Party prompt written notice and reasonable assistance in seeking to limit or resist the disclosure.

7.6 rConfig Confidential Information

Without limiting the definition of Confidential Information, each of the following is rConfig Confidential Information: the Software in all forms; the Documentation; non-public API references, schemas, and data models; the prompts, system prompts, prompt templates, tool and function definitions, agent instructions, model configurations, and orchestration logic used by any AI Feature; non-public architecture and design information; non-public roadmap information; pricing and commercial terms not publicly published by rConfig; the contents of any Statement of Work or change note; support communications; and the output of any evaluation or proof of concept insofar as it contains quantitative performance, scale, capacity, accuracy, or security detail relating to the Software or to any AI Feature.

7.7 Duration, Return, and Remedies

The obligations in this Section apply during the term of this Agreement and for five (5) years afterwards, and indefinitely in respect of any Confidential Information that constitutes a trade secret.

On the Disclosing Party's written request, the Receiving Party will return or destroy the Disclosing Party's Confidential Information, subject to any retention required by law or arising from reasonable back-up practice.

The parties acknowledge that damages may be an inadequate remedy for breach of this Section, and that the Disclosing Party may seek injunctive or other equitable relief in addition to any other remedy.

8. Intellectual Property Rights

8.1 Ownership

rConfig and its licensors own all right, title, and interest in and to:

the Software, in both object code and source code form;
the Documentation;
all Updates, Upgrades, and patches;
all derivative works of the Software created by or for rConfig;
all underlying architecture, schemas, data models, designs, and algorithms; and
all prompts, system prompts, prompt templates, tool and function definitions, agent instructions, model configurations, and orchestration logic used by any AI Feature.

Company obtains no rights in the foregoing other than the limited licences expressly granted by this Agreement. The Software and Documentation are rConfig Confidential Information.

8.2 Company Materials, Integrations, and Custom Modules

Company owns all Intellectual Property Rights in:

code, scripts, automation, configuration, and templates written by Company or on Company's behalf, other than under a Statement of Work; and
Company's own data, device configurations, network information, and business processes.

rConfig owns all Intellectual Property Rights in the Software, its documented interfaces, its APIs, its schemas, and its data models, and in any modification to the Software itself.

For the avoidance of doubt, and notwithstanding any other provision:

Company's use of rConfig's documented interfaces, APIs, schemas, and data models in order to build and operate an integration does not of itself make that integration a derivative work of the Software, and Company owns that integration;
rConfig grants Company a non-exclusive, non-transferable, perpetual, royalty-free licence to use rConfig's documented interfaces, APIs, schemas, and data models to the extent necessary to develop and operate such integrations for Company's own internal business operations; and
Company must not distribute, sell, or make available to any third party any integration that incorporates any part of the Software or that cannot function without a licensed copy of the Software, except to an Affiliate or Managing Party permitted under Sections 1.2 and 1.3.

Intellectual Property Rights in deliverables produced under a Statement of Work are governed by Section 4.15.

8.3 Feedback

Where Company provides feedback, suggestions, defect reports, enhancement ideas, or vulnerability reports relating to the Software, rConfig may use them without restriction and without obligation to Company, and rConfig owns all Intellectual Property Rights in any resulting development. Nothing in this Section grants rConfig any right in Company's own Confidential Information, network data, or device configurations.

8.4 Open-Source Components

The Software may include or be distributed with third-party free or open-source software ("FOSS") components. Such components are licensed under their respective FOSS licences, and:

Company's rights and obligations in respect of those components are governed solely by the applicable FOSS licence;
nothing in this Agreement limits or overrides any right granted under those FOSS licences; and
the applicable FOSS licence texts are included in or referenced by the Documentation.

For clarity, rConfig Enterprise Edition is itself commercial, closed-source software.

9. Limited Warranty; Disclaimer; Limitation of Liability

9.1 Limited Warranty

For thirty (30) days from the date of Delivery (the "Warranty Period"), rConfig warrants that the Software will perform substantially in accordance with the Documentation.

Company's sole and exclusive remedy for breach of this warranty is, at rConfig's option, repair or replacement of the Software, or a refund of the fees paid for the Software where repair or replacement is, in rConfig's reasonable opinion, not commercially reasonable.

This warranty is conditional on Company giving rConfig written notice of the defect during the Warranty Period, with sufficient detail to allow rConfig to reproduce it.

For the purposes of this Section, "Delivery" occurs on the earlier of the date on which rConfig makes the Software available to Company for download and the date on which rConfig issues a licence key or activation credential to Company, regardless of when Company installs or begins using the Software.

The warranty applicable to Professional Services deliverables is set out in Section 4.14.

9.2 Warranty Exclusions

The Limited Warranty does not apply where:

the Software is not used in accordance with this Agreement or the Documentation;
the Software or any of its dependencies has been modified by anyone other than rConfig, including under Section 1.4;
the defect arises from any Company custom module, custom integration, or automation;
the defect relates to AI Output, to any AI Feature, or to any Model Provider, which are governed by Section 12;
the defect arises from third-party hardware, software, services, or environments not supplied or validated by rConfig;
the defect arises from Company's failure to meet its obligations under Section 4.9; or
the Software is Evaluation Software, Beta Software, or supplied at no charge.

9.3 Disclaimer

Except for the Limited Warranty in Section 9.1 and the deliverables warranty in Section 4.14, the Software, the Documentation, AI Output, Support, and Professional Services 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, system integration, 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.

Company acknowledges that it is responsible for determining whether the Software is suitable for its purposes, and for maintaining such independent back-up, verification, monitoring, and continuity arrangements as are appropriate to the criticality of the function for which it uses the Software.

9.4 High-Risk Systems

The Software is not designed or intended for use in High-Risk Systems, and Company must not use it in a High-Risk System. Where Company does so, Company assumes all risk arising from that use and will indemnify rConfig against all claims, losses, damages, liabilities, and costs arising from it.

9.5 Third-Party Products

rConfig is not responsible for the operation, availability, or accuracy of any third-party product or service, even where integrated with or used alongside the Software, including any Model Provider and any integration appearing on rConfig's list of validated integrations.

9.6 Limitation of Liability

To the maximum extent permitted by law:

each party's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort including negligence, breach of statutory duty, or otherwise, is limited to the total fees paid or payable by Company to rConfig under this Agreement in the twelve (12) months preceding the first event giving rise to the claim;
rConfig's total aggregate liability in respect of any Statement of Work is separately limited to the fees paid or payable under that Statement of Work, and any such liability also counts towards the aggregate cap in the paragraph above; 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, 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.

9.7 Exceptions to the Limitation of Liability

The cap in Section 9.6 does not apply to Company's liability arising from:

any obligation to pay fees, back-fees, out-of-compliance fees, audit charges, interest, or recovery costs under Section 2.3 or Section 6;
any breach of Section 1.1, 1.2, 1.3, 1.4, 1.6, or 3.3, including use of the Software outside the licensed scope, use above the Product Entitlement, unauthorised managed service or multi-tenant use, unauthorised sale, rental, lease, sublicensing, or distribution, unauthorised source-code modification, reverse engineering, extraction of prompts or models, use of AI Output to train a competing model, or use of the Software to develop a competing product or service;
any breach of Section 12.6;
any infringement or misappropriation of rConfig's Intellectual Property Rights;
any breach of Section 7;
Company's indemnification obligations under Section 9.4 or Section 10; or
any breach of Section 14.

The exclusion of indirect and consequential loss in Section 9.6 continues to apply to all claims by either party.

10. Indemnification

10.1 Indemnity by Company

Company 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:

Company's use of the Software in breach of this Agreement or outside the licensed scope;
use of the Software in a High-Risk System;
any claim by an End User, Affiliate, Managing Party, or other third party relating to Company's use or operation of the Software;
any Company modification, custom module, custom integration, or fork, including any claim that it infringes a third party's rights;
Company's implementation, deployment, or execution of any AI Output, including any AI Output applied without the review required by Section 12.2;
Company's selection, configuration, or use of any Model Provider, including any breach by Company of that Model Provider's terms of service or acceptable use policy;
Company's processing of Personal Data using the Software, including any failure to establish a lawful basis or to provide any required notice; or
any breach by Company of Section 14.

10.2 Indemnity by rConfig

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

The same indemnity applies to any deliverable produced by rConfig under a Statement of Work, save where the alleged infringement arises from a specification, material, or instruction provided by Company, or from AI Output.

10.3 Exclusions from rConfig's Indemnity

rConfig has no obligation under Section 10.2 in respect of any claim arising from:

any modification of the Software or its dependencies by anyone other than rConfig, including any modification made by Company under Section 1.4;
any Company custom module, custom integration, automation, or fork;
any AI Output, any Model Provider, or Company's use, implementation, or distribution of AI Output;
combination or use of the Software with any hardware, software, data, or service not supplied or validated by rConfig, where the claim would not have arisen but for that combination;
use of the Software other than in accordance with this Agreement or the Documentation;
use of a version of the Software that has reached End-of-Life, or continued use of a version after rConfig has made a non-infringing version available to Company;
Evaluation Software, Beta Software, or Software supplied at no charge;
any FOSS component, which is governed by its own licence; or
Company's failure to comply with Section 10.4.

10.4 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.

10.5 rConfig's Options and Sole Remedy

Where a claim under Section 10.2 arises or is reasonably likely to arise, rConfig may at its option:

procure for Company the right to continue using the Software or deliverable;
modify or replace the Software or deliverable so that it is non-infringing while materially preserving its functionality; or
where neither of the above is commercially reasonable in rConfig's reasonable opinion, terminate the affected licence and refund a pro-rated portion of the fees paid for the Software or deliverable, calculated on a five (5) year straight-line amortisation from the date of Delivery or acceptance as applicable.

Section 10.2 and this Section state Company's sole and exclusive remedy in respect of any claim of intellectual property infringement relating to the Software or any deliverable. rConfig's total liability under Section 10.2 and this Section is subject to the cap in Section 9.6.

11. Evaluation Software, Beta Software, and FOSS

Software identified as evaluation, trial, beta, preview, or supplied at no charge ("Evaluation Software" and "Beta Software" respectively) is provided "AS IS", without any warranty, indemnity, Support commitment, or response target, and may be withdrawn or disabled by rConfig at any time.

Company must not use Evaluation Software or Beta Software in a production environment or for any business-critical purpose, and rConfig has no liability of any kind in respect of such use.

Where Company participates in an early access or beta programme, Company will provide reasonable feedback on request, and Section 8.3 applies to that feedback.

FOSS components supplied with the Software remain subject to their respective open-source licences as set out in Section 8.4.

12. Artificial Intelligence Features

12.1 Scope and Nature of AI Features

The Software may include AI Features, being functionality that uses artificial intelligence, machine learning, or a large language model to generate, suggest, summarise, classify, analyse, or automate content, including device configurations, configuration templates, command snippets, compliance rules, remediation steps, diff explanations, search results, summaries, recommendations, and automation workflows.

AI Features are provided as an aid to Company's own engineering judgement. They are assistive only, and they do not replace review, testing, change control, or approval by a suitably qualified person.

12.2 Company Responsibility for Reviewing AI Output

Company is solely responsible for reviewing, verifying, and validating all AI Output before it is relied upon, applied, executed, pushed, deployed, or otherwise acted upon.

Without limitation, before any AI Output is applied to any device or environment Company must:

review the AI Output in full for accuracy, completeness, syntax, safety, and suitability for the target device, platform, firmware version, and environment;
test the AI Output in a non-production environment where the change is capable of causing service disruption;
apply Company's own change management, peer review, and approval processes; and
satisfy itself that the AI Output complies with Company's own security policies, regulatory obligations, and internal standards.

Company must not configure or operate the Software so that AI Output is applied to any production device automatically and without human review, and rConfig has no liability arising from any such configuration.

Company acknowledges that AI Output may be inaccurate, incomplete, out of date, syntactically invalid, unsuitable for a particular device or platform, or capable of causing loss of connectivity, service disruption, configuration loss, or security exposure if applied without review.

12.3 No Warranty for AI Output

AI Output is provided "AS IS" and is expressly excluded from the Limited Warranty in Section 9.1 and from the deliverables warranty in Section 4.14.

rConfig gives no warranty, representation, or undertaking that AI Output will be accurate, complete, current, reliable, fit for any purpose, free from error, non-infringing, or consistent between requests.

Company acknowledges that AI Features are non-deterministic, and that the same or a similar input may produce different output on different occasions. AI Output is not Documentation, does not form part of the Documentation, and no AI Output constitutes advice, a recommendation, or a representation by rConfig.

12.4 Model Providers, Company Selection and Control

Where the Software allows Company to connect an AI Feature to a Model Provider, Company is solely responsible for selecting, contracting with, configuring, authenticating to, funding, and monitoring that Model Provider.

Company acknowledges and agrees that:

rConfig does not host, operate, control, or supervise any Model Provider selected by Company, and no AI Output generated by such a Model Provider is generated, hosted, or controlled by rConfig;
the Model Provider is a third party for the purposes of Sections 9.5 and 10.3, and rConfig has no liability of any kind for that Model Provider's availability, uptime, performance, latency, accuracy, output, security, pricing, terms, model changes, deprecations, or discontinuation;
Company is responsible for entering into and complying with its own agreement with the Model Provider, including that provider's terms of service, acceptable use policy, data processing terms, and any restriction on the use of output; and
rConfig is not a party to that agreement, receives no benefit under it, and gives no assurance as to its terms.

Where rConfig makes a particular Model Provider available as a default, suggested, or documented option, or configures a Model Provider on Company's instruction under a Statement of Work, that does not constitute an endorsement, a recommendation, or an assumption of responsibility by rConfig, and this Section continues to apply.

12.5 Data Submitted to Model Providers

Company determines what data is submitted to a Model Provider through an AI Feature, including device configurations, hostnames, addressing, topology information, credentials where present in configuration text, and any Personal Data.

Company is solely responsible for:

determining whether it is lawful and appropriate to submit that data to the Model Provider;
establishing any required lawful basis, notice, or consent;
redacting, masking, or excluding credentials, secrets, Personal Data, and other sensitive material before submission;
assessing the Model Provider's data retention, training, sub-processing, and international transfer practices; and
configuring the Software so that only data Company intends to submit is submitted.

Company acknowledges that once data is transmitted to a Model Provider it is outside rConfig's control, that rConfig cannot recall, delete, or restrict its further use, and that rConfig's role is limited to transmitting data as configured by Company.

rConfig does not use Company's configuration data, device data, or AI Feature inputs or outputs to train or fine-tune any model.

12.6 Prohibited Uses of AI Features

In addition to the restrictions in Section 3.3, Company must not:

use any AI Feature, AI Output, prompt, or response to train, fine-tune, distil, benchmark against, or otherwise develop any machine learning model, or any product or service that competes with the Software;
attempt to extract, reconstruct, or infer any prompt, system prompt, prompt template, tool or function definition, agent instruction, model configuration, or orchestration logic used by an AI Feature, save to the extent expressly permitted under a source-code modification agreed in writing under Section 1.4;
systematically extract or harvest AI Output at scale, whether manually or by automated means;
use an AI Feature in a manner that breaches the applicable Model Provider's terms of service or acceptable use policy;
use an AI Feature, or apply AI Output, in connection with a High-Risk System; or
represent AI Output to any third party as having been reviewed, verified, endorsed, or produced by rConfig.

12.7 Allocation of Risk for AI Features

To the maximum extent permitted by law, rConfig has no liability for any loss or damage arising from or relating to AI Output, any AI Feature, or any Model Provider, including loss arising from the application of AI Output to any device or environment, service disruption, configuration loss, non-compliance, or security exposure.

Company's obligations under Section 10.1 apply to any claim arising from Company's implementation or deployment of AI Output.

Nothing in this Section limits or excludes liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot lawfully be limited or excluded.

13. Data Protection

13.1 Privacy Policy and DPA

Any collection or processing of Personal Data in connection with the Software is governed by the rConfig Privacy Policy and, where applicable, the rConfig Data Processing Addendum, both available at www.rconfig.com and incorporated into this Agreement by reference.

Where Company requires a signed Data Processing Addendum, the parties will execute rConfig's standard Data Processing Addendum, which prevails over this Section 13 to the extent of any conflict.

13.2 Self-Hosted Nature

For self-hosted, on-premises, hybrid, and private-cloud deployments of the Software:

the Software does not transmit device configuration content, credentials, or end-user network traffic to rConfig;
Company is the controller in respect of all Personal Data it processes using the Software; and
any access by rConfig to Company's environment, including in the course of Support or Professional Services, will be undertaken only with Company's prior approval and subject to the Privacy Policy and the Data Processing Addendum, and where rConfig accesses Personal Data in the course of such access it acts as a processor on Company's behalf.

Data submitted by Company to a Model Provider through an AI Feature is governed by Section 12.5 and is not transmitted to or processed by rConfig.

13.3 Company Responsibilities

Company is responsible for:

establishing and maintaining a lawful basis for its processing of Personal Data using the Software;
providing any required notice to, and obtaining any required consent from, data subjects;
ensuring that its configuration and operation of the Software complies with applicable data protection law;
conducting any data protection impact assessment required in respect of its own processing; and
exercising appropriate control over the credentials, configuration data, and access rights it stores in or grants through the Software.

14. Compliance with Laws; Security

14.1 Export Control, Sanctions, and Anti-Corruption

Each party will comply with all applicable export control laws, including Regulation (EU) 2021/821, all applicable sanctions regimes, and all applicable anti-bribery and anti-corruption laws, including the Criminal Justice (Corruption Offences) Act 2018.

Company warrants that it is not, and is not owned or controlled by, a person subject to applicable sanctions, and that it will not export, re-export, or make the Software available in breach of any applicable export control or sanctions law.

14.2 Security Reporting and Coordinated Disclosure

Where Company discovers or reasonably suspects a security vulnerability in the Software, Company will report it to rConfig's security contact identified at www.rconfig.com without undue delay, with sufficient detail to allow rConfig to reproduce and assess the issue.

Company will not publicly disclose the vulnerability, publish a proof of concept, or disclose it to any third party other than its own personnel who need to know, for a period of ninety (90) days from the date of report or until rConfig has made a fix or mitigation generally available, whichever occurs first, unless a shorter period is agreed in writing or a longer or shorter period is required by law.

rConfig will acknowledge a report within two (2) business days, will keep Company reasonably informed of progress, and will not bring any claim against Company in respect of good-faith security research carried out on Company's own instance of the Software in accordance with this Section.

No entitlement arising from a report. The submission of a vulnerability report, security finding, or security research of any kind does not create, and will not be treated as creating, any entitlement to or obligation on rConfig to provide:

any payment, bounty, reward, fee, expenses, or other consideration;
any assignment, reservation, request, or publication of a CVE or other vulnerability identifier;
any credit, attribution, acknowledgement, citation, reference, or inclusion in any advisory, release note, hall of fame, contributor list, or public statement;
any publication or disclosure of the report or of rConfig's response to it;
any commitment to remediate, to remediate within any particular period, or to classify the finding at any particular severity; or
any employment, engagement, consultancy, contractor, or agency relationship with rConfig.

rConfig operates no bug bounty or paid vulnerability disclosure programme, and will not pay any invoice, fee, or demand for payment issued in respect of an unsolicited vulnerability report or security finding. Any material submitted to rConfig under this Section is treated as feedback under Section 8.3.

Nothing in this Section permits Company to test, scan, or attack rConfig's own systems or services, which remains subject to Section 4.6.

15. General Provisions

15.1 Entire Agreement and Order of Precedence

This Agreement, together with the documents listed below, constitutes the entire agreement between the parties in relation to the Software and supersedes all prior agreements, proposals, quotations, statements, and understandings, whether written or oral, in relation to its subject matter.

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;
any Statement of Work, in respect of the Professional Services it covers only;
the applicable order form, contract, or grant letter, in respect of commercial terms, Product Entitlement, and Support tier only;
the Enterprise Support Schedule, in respect of Support entitlements and response targets only;
this Agreement; and
the Documentation.

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

15.2 Non-Reliance

Company acknowledges and agrees that in entering into this Agreement 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 document listed in Section 15.1.

This includes any statement made on rConfig's website, in any marketing or sales material, in any response to a request for proposal or information, in any roadmap, changelog, or release note, in any blog post, webinar, mailing list, newsletter, or social media post, in any demonstration, evaluation, or proof of concept, in any AI Output, or in any 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.

15.3 No Third-Party Rights

This Agreement is between rConfig and Company only. No End User, Affiliate, Managing Party, customer of Company, 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.

15.4 Notices

Notices under this Agreement must be in writing and sent to the other party's registered address, or to the email address notified by that party for the purpose of receiving notices.

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 is deemed received on delivery if delivered by hand, two (2) business days after posting if sent by recorded post within Ireland, five (5) business days after posting if sent internationally, and on the next business day if sent by email.

A notice of breach, suspension, or termination must not be given solely through the support ticketing system or through any direct messaging channel provided under Section 4.3.

15.5 Assignment

Company may not assign, novate, charge, or otherwise transfer this Agreement or any right or obligation under it, in whole or in part, without rConfig's prior written consent, including in connection with a change of control, merger, or sale of substantially all of its assets. rConfig will not unreasonably withhold consent where the proposed transferee's use remains within the Product Entitlement, the transferee is not a competitor of rConfig, and the transferee agrees in writing to be bound by this Agreement.

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 to Company.

15.6 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable or, if modification is not possible, severed, and the remaining provisions will continue in full force and effect.

15.7 No Waiver

No failure or delay by either party in exercising any right under this Agreement operates as a waiver of that right, and no single or partial exercise of a right precludes any further exercise of it. A waiver is effective only if given in writing and signed by the waiving party.

15.8 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, or Model Provider, cyber attack on a third party, or act of government.

The affected party must notify the other party promptly and use reasonable efforts to mitigate the effect. Where the event continues for more than sixty (60) days, either party may terminate this Agreement on written notice.

15.9 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship, and neither party may bind the other.

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.

15.10 Survival

Sections 1.7, 1.8, 3.3, 4.11, 4.14, 4.15, 5.2, 5.4, 6, 7, 8, 9, 10, 11, 12, 14, 15, and 16 survive termination or expiry of this Agreement.

15.11 Publicity and References

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 given or withheld at that party's discretion and may be withdrawn on thirty (30) days' written notice.

Where Company has given consent, Company may specify the form of wording and the placement, and rConfig will comply with any reasonable restriction Company imposes.

15.12 Non-Solicitation

During the term of this Agreement and for six (6) months afterwards, neither party will knowingly solicit for employment any individual employed by the other party who has been materially involved in the performance of this Agreement, save that this does not restrict a general recruitment advertisement not specifically targeted at that individual, or the employment of any individual who responds to such an advertisement.

15.13 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 Enterprise Support Schedule in accordance with Section 4.8, and may update the Documentation, Privacy Policy, Data Processing Addendum, and End-of-Life policy from time to time.

15.14 Dispute Resolution

Before commencing proceedings, other than proceedings for interim or injunctive relief or for the recovery of undisputed sums, the parties will attempt to resolve the dispute by escalating it in accordance with Section 4.7 and then by a meeting between the parties' executive sponsors, to be held within twenty (20) business days of a written request by either party.

15.15 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.

15.16 Counterparts and Electronic Acceptance

This Agreement may be accepted by electronic means, including by downloading, installing, or using the Software, and such acceptance is binding on Company.

16. Definitions and Interpretation

16.1 Definitions

In this Agreement:

"Affiliate" means any entity that controls, is controlled by, or is under common control with a party, where control means the direct or indirect ownership of more than fifty per cent (50%) of the voting interests of that entity.

"AI Feature" means any functionality of the Software that uses artificial intelligence, machine learning, or a large language model to generate, suggest, summarise, classify, analyse, or automate content, as described in Section 12.1.

"AI Output" means any content, text, code, configuration, template, command, snippet, rule, summary, explanation, classification, recommendation, or other material generated by or through an AI Feature.

"Authorised Partner" means a reseller or distributor authorised in writing by rConfig to distribute the Software.

"Beta Software" means Software identified by rConfig as beta, preview, or pre-release.

"Confidential Information" means any non-public information disclosed by one party to the other, whether or not marked as confidential, that a reasonable person would understand to be confidential, and includes the information identified in Section 7.6.

"Delivery" has the meaning given in Section 9.1.

"Documentation" means the user guides, administration guides, installation guides, release notes, API references, and other technical documentation for the Software published by rConfig on the Documentation Website, in the version current at the relevant time, and excludes any marketing material, website content, blog post, roadmap, forward-looking statement, and AI Output.

"Documentation Website" means the rConfig documentation website at docs.rconfig.com, or such other location as rConfig may notify or publish from time to time.

"End-of-Life" means the date from which rConfig ceases to provide Updates, Upgrades, security patches, or Support for a given version or feature of the Software, as published in rConfig's End-of-Life policy.

"End User" means an individual authorised by Company to access or use the Software.

"Enterprise Support Schedule" means the document setting out Company's Support entitlements, tier, coverage, and any agreed variation to Section 4.2.

"Evaluation Software" means Software supplied by rConfig for evaluation or trial purposes, or at no charge.

"FOSS" has the meaning given in Section 8.4.

"High-Risk System" means any system or environment in which the failure or malfunction of the Software could reasonably be expected to result in death, personal injury, or severe physical or environmental damage, including nuclear facilities, life support and other medical systems, aircraft navigation or communication systems, air traffic control, weapons systems, and emergency services dispatch.

"Intellectual Property Rights" means all patents, rights to inventions, copyright and related rights, trade marks, trade names, goodwill, rights in designs, database rights, rights in confidential information and trade secrets, and all other intellectual property rights, in each case whether registered or unregistered, together with all applications for and renewals or extensions of such rights, in each case in any jurisdiction.

"Managing Party" means a third party engaged by Company to manage Company's IT infrastructure on Company's behalf.

"Master Services Agreement" means a framework agreement signed by both parties governing the commercial relationship between them.

"Model Provider" means any third-party provider of an artificial intelligence, machine learning, or large language model service, model endpoint, or inference API that Company selects, configures, or connects to an AI Feature, whether hosted by that third party, by Company, or by another party, and in each case not hosted or operated by rConfig.

"Personal Data" has the meaning given in applicable data protection law, including Regulation (EU) 2016/679.

"Product Entitlement" means the scope of Company's permitted use of the Software, including device or node capacity, edition, regions, and any feature entitlement, as set out in the applicable order form, contract, Master Services Agreement, or Statement of Work, or as determined under Section 2.3.

"Professional Services" means custom development, integration, configuration, migration, architectural review, performance tuning, training, or consulting services provided by rConfig under a Statement of Work.

"Software" means rConfig Enterprise Edition, in object code form, together with any Update or Upgrade supplied to Company under this Agreement.

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

"Support" means technical support and maintenance services as defined in the Enterprise Support Schedule.

"Support Hours" has the meaning given in Section 4.2(a).

"Update" means a bug fix, patch, or minor improvement to the Software.

"Upgrade" means a new major version of the Software or a significant addition of features.

"Warranty Period" has the meaning given in Section 9.1.

16.2 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.

END OF AGREEMENT