rConfig Vector MSP 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.

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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, MSP agreement, or grant letter ("Company").

This Agreement governs Company's use of rConfig Vector, MSP Edition ("Software") for multi-tenant, managed service, and service provider deployments.

This Agreement does not apply to:

• rConfig Core (open-source edition);
• rConfig Professional Edition; or
• rConfig Enterprise Edition,

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 entitlement materials to the party from whom they were 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, Affiliates, Managing Parties, and End Clients comply with this Agreement.

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

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1. Licence Grant; MSP and Vector Scope

1.1 Licence Grant, MSP and Vector Use

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

• install and operate the Software in Company's own infrastructure, whether on-premises, private cloud, public cloud, or hosted environments; and
• use the Software to provide managed network configuration services to multiple End Clients on a multi-tenant or logically separated basis.

This includes:

• operating one or more rConfig Vector controllers;
• managing multiple End Clients' networks from shared or dedicated instances; and
• bundling access to the Software as part of Company's managed service offering.

The licence grants no rights in or to the source code of the Software, and grants neither Company nor any End Client any ownership right in the Software.

1.2 Resale and Packaging

Company may:

• package the Software as a component of its broader managed service; and
• charge End Clients for that managed service.

Company must not:

• resell, distribute, or otherwise supply standalone rConfig licences;
• represent itself as an authorised rConfig distributor, reseller, or Authorised Partner; or
• use rConfig's name, logo, or trade marks in a manner suggesting any such status,

in each case unless Company holds a separate written agreement with rConfig permitting it.

1.3 Managing Parties

Company may permit a Managing Party engaged to operate infrastructure on Company's behalf to use the Software, provided that:

• the Managing Party uses the Software solely to support Company's managed service to End Clients;
• 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.

1.4 Affiliates

Company may permit its Affiliates, including group entities delivering managed services, 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.

1.5 Term

Unless otherwise specified in the applicable order, MSP agreement, or grant letter:

• the licence granted under Section 1.1 is perpetual, subject to Company's continuing compliance with this Agreement; and
• usage rights, including device and tenant capacity, Support, Updates, and Upgrades, are tied to an active subscription or maintenance arrangement.

rConfig may suspend or restrict use in accordance with Section 6.4 where fees are overdue, or where usage exceeds the Product Entitlement.

1.6 Customisation and Integration

Company may:

• configure the Software through the user interface, the documented API, and other documented interfaces;
• develop and operate custom integrations, automation, and extensions against documented interfaces; and
• develop custom modules where agreed in writing with rConfig.

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, integrations, and extensions across Updates and Upgrades; and
• rConfig has no obligation to preserve compatibility with any Company modification, custom module, integration, or automation in any Update or Upgrade.

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, or in any commitment Company makes to any End Client.

Company must not represent to any End Client, or in any tender, proposal, or marketing material, that any future rConfig functionality will be available at any particular time or at all.

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.

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2. Product Entitlement, Deployment, and Restrictions

2.1 Product Entitlement

Company's right to use the Software is subject to:

• the Product Entitlement, including maximum device count, tenant count, instance count, regions, and feature entitlement, as set out in the applicable order, MSP agreement, contract, or grant letter; and
• any additional terms agreed in writing with rConfig.

Device and node usage is measured in aggregate across all End Clients, tenants, and instances.

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

2.2 Multi-Tenant and Hosted Environments

Vector MSP Edition is expressly intended for:

• multi-tenant deployments;
• hosted environments operated by Company;
• use in public or private cloud infrastructure; and
• shared or dedicated instances per End Client.

Company may operate the Software in any such environment, subject to this Agreement and to applicable law.

Company is responsible for maintaining effective logical separation between tenants, and must not permit any End Client to access, view, or modify the configuration data, credentials, devices, or audit records of any other End Client.

2.3 Copies and Installations

Company may:

• install the Software on multiple servers, clusters, regions, and environments as needed; and
• make a reasonable number of copies for back-up, archival, disaster recovery, staging, and testing purposes,

provided that:

• all such use is controlled by Company; and
• device and node usage remains within the contracted Product Entitlement, aggregated across all End Clients, tenants, and instances.

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

2.4 Exceeding the Product Entitlement

Where rConfig determines that Company is operating above its Product Entitlement, rConfig may:

• require Company to purchase additional capacity;
• adjust fees retroactively for the period of exceedance;
• suspend Support in accordance with Section 6.4; or
• treat persistent exceedance as a material breach under Section 5.2.

Temporary exceedance during a documented End Client onboarding, 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.

2.5 Change Notification

Company will notify rConfig in writing within thirty (30) days where:

• Company onboards an End Client that takes Company materially above its contracted tenant count;
• Company deploys the Software in a new region or jurisdiction not previously notified; or
• Company begins operating an additional Vector controller or production cluster.

On rConfig's written request, and no more than once in any twelve (12) month period other than in connection with an audit under Section 6.6, Company will provide a list of End Client legal entity names and jurisdictions for the purposes of entitlement verification and sanctions screening under Section 14.1. rConfig will treat that list as Company Confidential Information.

2.6 General Restrictions

Except as expressly permitted in this Agreement, Company must not, and must not permit any Affiliate, Managing Party, End User, or End Client to:

• sell, rent, lease, lend, license, sublicense, or distribute the Software as a standalone product, or otherwise supply the Software other than as a component of Company's own managed service;
• remove, obscure, or alter any copyright, trade mark, or other proprietary notice on or in the Software or Documentation;
• modify, adapt, translate, or create derivative works of the Software, or alter, replace, or patch any of its dependencies, except as permitted by Section 1.6;
• 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, including any network configuration management platform offered to third parties;
• 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; or
• circumvent, disable, or interfere with any licensing, entitlement, activation, tenant separation, or usage-measurement mechanism in the Software.

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3. End Clients

3.1 End Client Access

Company may permit End Clients to:

• access the Software, whether through a portal, delegated access, or a restricted user interface or API; and
• view and manage their own devices and configuration data within their own tenant.

3.2 No Direct Relationship Between rConfig and End Clients

End Clients are not licensees, customers, or contracting parties of rConfig under this Agreement.

rConfig:

• has no contractual relationship with, and owes no duty to, any End Client;
• provides no Support, warranty, service target, or remedy to any End Client; and
• accepts no liability of any kind to any End Client.

Company must not represent to any End Client that rConfig provides any warranty, support commitment, service level, uptime commitment, or remedy to that End Client, or that any End Client has any direct recourse against rConfig.

3.3 Required Terms in End Client Contracts

Company will ensure that its contract with each End Client, or its standard terms of service applying to each End Client, includes terms that:

• prohibit the End Client from reverse engineering, decompiling, disassembling, or attempting to derive the source code, models, or prompts of any software used to deliver the service;
• prohibit the End Client from removing or altering proprietary notices;
• acknowledge that the End Client acquires no ownership right in any third-party software used to deliver the service;
• prohibit the End Client from using the service, or any information derived from it, to develop a competing product or service;
• disclaim warranties and limit liability to a standard at least as protective of Company's suppliers as Sections 9.3, 9.6, and 9.7 of this Agreement are of rConfig;
• state that the End Client has no direct claim, right of action, or third-party right against any supplier or licensor of Company in respect of the service; and
• where the End Client is given access to any AI Feature, impose an obligation on the End Client to review and validate AI Output before deployment, equivalent to Section 12.2.

Company will, on rConfig's reasonable written request, confirm in writing that its End Client contracts comply with this Section. Company need not disclose the commercial terms of any End Client contract.

Failure to comply with this Section is a material breach of this Agreement.

3.4 First-Line Support and Triage

Support under this Agreement is provided to Company only and never directly to any End Client.

Company is responsible for first-line and second-line support to its End Clients, including initial diagnosis, reproduction, log collection, and triage, before escalating an issue to rConfig. rConfig may decline or deprioritise any request that has not been triaged in accordance with Section 4.9.

Company must not direct, invite, or permit any End Client to contact rConfig's support channels, and must not provide End Clients with rConfig support contact details, ticketing access, or credentials.

3.5 Company Responsibility for End Clients

Company is fully responsible and liable for the acts and omissions of its Affiliates, Managing Parties, End Users, and End Clients in connection with the Software, as if they were the acts and omissions of Company.

Company will indemnify rConfig in respect of End Client claims in accordance with Section 10.1.

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4. Support, Maintenance, and Professional Services

4.1 Support Entitlement

Company's Support entitlement is defined in the applicable MSP Support Schedule, Support plan, or MSP agreement, together with rConfig's Technical Support and Maintenance Terms and Conditions, each of which is incorporated into this Agreement by reference to the extent it applies to Company.

Where the MSP Support Schedule conflicts with this Section 4, the MSP 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 1.5 but has no further right to Support, Updates, or Upgrades.

4.2 Support Response Targets, MSP Edition

(a) Coverage. Support is provided during Support Hours, being being 8 AM to 8 PM Irish Time, excluding public holidays in the Republic of Ireland. Where Company has purchased extended or twenty-four hour coverage, the coverage stated in the MSP 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.

(c) Response targets. Unless otherwise agreed in the MSP 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 by Company through an agreed support channel following its own first-line triage under Section 3.4:

(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 3.4 or Section 4.9, from use of a version of the Software that has reached End-of-Life, from any Company modification, custom module, integration, or automation, from any AI Output or Model Provider, from any End Client's own environment or conduct, 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.

(g) No pass-through of targets. The targets in this Section are for Company's benefit only. Company must not state or imply to any End Client that rConfig's response targets apply to that End Client, and Company is solely responsible for any service level it commits to any End Client.

4.3 Scope of Support

rConfig's Support obligations are limited to the Software and its components, and to documented and validated integrations and supported platforms.

rConfig is not responsible for:

• Company's or any End Client's underlying infrastructure, network, hosting, or security configuration;
• unrelated network, operating system, database, or platform issues;
• Company's multi-tenant architecture, capacity planning, or tenant separation design;
• Company's own managed service, service levels, processes, or personnel; or
• customisations, integrations, or forks not approved in writing by rConfig.

4.4 Fair Use

Support resources are shared across customers. Where Company's consumption of Support materially exceeds reasonable levels for its tier, including through repeated low-value requests or through requests that should have been resolved by Company's own first-line triage under Section 3.4, rConfig may require Company to upgrade to a higher Support tier, purchase additional hours, or move to a managed MSP 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, 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 or any End Client's deployment of AI Output without the review required by Section 12.2;
• any End Client's own environment, configuration, devices, or conduct;
• a version of the Software that has reached End-of-Life; or
• Company's failure to meet its obligations under Section 3.4 or 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, End Clients, 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;
• not attempt to bypass agreed support channels, escalation paths, or named contacts, including by routing End Client requests directly to rConfig contrary to Section 3.4; 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 access to specific support channels, 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, tenant growth, 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, including any imposed on Company by an End Client, 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 MSP 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;
• perform first-line and second-line triage in accordance with Section 3.4 before escalating any issue;
• 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 tenant and device or devices, the Software version and edition, details of any Company modification, integration, or automation 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 and its End Clients' 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, operationalise, or onboard a tenant to 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.

rConfig contracts only with Company. rConfig will not enter into a Statement of Work with, accept instructions from, or accept payment from any End Client, and Company must not represent otherwise.

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 or any End Client 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 or any End Client'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.

This warranty is given to Company only and confers no right on any End Client.

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 in the delivery of its managed service to End Clients, 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 or to any End Client 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, End Client consents, 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, including any milestone Company has committed to an End Client.

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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.

Company is solely responsible for notifying its End Clients and for arranging any alternative service.

5.2 Termination by rConfig for Breach

rConfig may terminate this Agreement, or suspend Company's use of the Software, 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 2.4; resale or distribution of standalone rConfig licences contrary to Section 1.2; unauthorised representation as an rConfig reseller, distributor, or Authorised Partner; failure to comply with Section 3.3; failure to maintain tenant separation contrary to Section 2.2; source-code modification contrary to Section 1.6; reverse engineering contrary to Section 2.6; use of any AI Feature or AI Output contrary to Section 2.6 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 1.5 and any deliverables licence under Section 4.15, cease immediately, save as provided in Section 5.5 and 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, terminate all End Client access to it, 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 Transition and Wind-Down

Company acknowledges that termination of this Agreement may affect Company's ability to deliver its managed service to End Clients, and that Company is solely responsible for that consequence and for any commitment it has given to any End Client.

Where this Agreement terminates other than under the third paragraph of Section 5.2, rConfig may, at its sole discretion and on Company's written request, grant Company a limited, non-renewable transition licence to continue operating the Software solely for the purpose of migrating End Clients to an alternative solution, for a period of up to ninety (90) days from the effective date of termination, subject to:

• Company paying rConfig's then-current subscription fees for the transition period in advance;
• Company continuing to comply with all terms of this Agreement during the transition period;
• Company not onboarding any new End Client, tenant, or device during the transition period; and
• Company providing rConfig with a written migration plan on request.

No transition licence is available where rConfig has terminated for fraud, for a breach incapable of cure, for material legal, regulatory, or security risk, for unauthorised resale or distribution, or for breach of Section 7 or Section 14.

rConfig has no obligation to grant a transition licence, and nothing in this Section obliges rConfig to provide Support, migration assistance, data export tooling, or Professional Services during any transition period except under a separate signed Statement of Work.

5.6 End-of-Life

Use of specific versions and features of the Software is subject to 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, and Company may need to upgrade to a supported version.

rConfig will give Company not less than twelve (12) months' notice of the End-of-Life date for a major version of the Software, so as to allow Company to plan End Client-affecting change.

End-of-Life does not of itself terminate the perpetual licence granted under Section 1.5.

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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.

Company's obligation to pay is not conditional on, and is not affected by, whether Company has been paid by any End Client.

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 or Overuse

Where any undisputed amount remains unpaid more than fifteen (15) days after its due date, or where Company operates materially above its Product Entitlement and fails to remedy that within thirty (30) days of written notice, 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 the default is remedied in full.

Suspension under this Section does not terminate the perpetual licence granted under Section 1.5, 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.

Company acknowledges that suspension may affect Company's delivery of its managed service, that Company is solely responsible for that consequence, and that rConfig has no liability to Company or to any End Client arising from a suspension properly made under this Section.

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 and entitlement report limited to:

• the number of devices managed, aggregated across all End Clients, including peak counts over the preceding twelve (12) months where available;
• the number of tenants and End Clients;
• instance and cluster counts and regions; and
• licensed features, versions, and editions in use.

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 or licences 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 to Company's End Clients, will not require disclosure of End Client commercial terms, and will treat all information obtained in the course of an audit as Company Confidential Information under Section 7.

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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.

Company must not disclose rConfig Confidential Information to any End Client except to the minimum extent necessary to deliver Company's managed service, and then only where that End Client is bound by confidentiality obligations no less protective than those in this Section. Company remains liable for any breach by an End Client.

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.

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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 and its End Clients obtain 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, templates, and portal customisations written by Company or on Company's behalf, other than under a Statement of Work; and
• Company's own data and business processes.

As between Company and each End Client, ownership of and rights in that End Client's data, device configurations, and network information are determined by Company's contract with that End Client. rConfig asserts no ownership of End Client data.

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 the delivery of Company's managed service to End Clients; and
• Company must not distribute, sell, or make available to any third party, including any End Client on a standalone basis, any integration that incorporates any part of the Software or that cannot function without a licensed copy of the Software, except as a component of Company's managed service.

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, whether originating from Company or from an End Client, rConfig may use them without restriction and without obligation to Company or to that End Client, and rConfig owns all Intellectual Property Rights in any resulting development. Company warrants that it is entitled to pass on any End Client feedback it submits on that basis. Nothing in this Section grants rConfig any right in Company's or any End Client's 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 Vector MSP Edition is itself commercial, closed-source software.

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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 affected 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.

This warranty is given to Company only and confers no right on any End Client. 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 1.6;
• the defect arises from any Company custom module, integration, automation, or portal customisation;
• 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 or any End Client's own infrastructure, hosting, network, or security configuration;
• the defect arises from Company's failure to meet its obligations under Section 3.4 or 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 managed service and for each End Client's requirements;
• it is responsible for maintaining such independent back-up, verification, monitoring, and continuity arrangements as are appropriate to the criticality of the functions it delivers to End Clients; and
• rConfig gives no warranty, and accepts no responsibility, in respect of any service level, availability commitment, recovery objective, or compliance outcome that Company commits to any End Client.

9.4 High-Risk Systems

The Software is not designed or intended for use in High-Risk Systems, and Company must not use it, and must not permit any End Client to use it, in a High-Risk System. Where Company or an End Client 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, any cloud or hosting provider used by Company, 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, loss of End Client contracts or End Client relationships, service credits or penalties payable by Company to any End Client, or business interruption, even if advised of the possibility of such loss.

For the avoidance of doubt, any claim by an End Client against Company, and any amount Company pays or credits to an End Client, is an indirect loss for the purposes of this Section as between Company and rConfig.

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 2.4 or Section 6;
• any breach of Section 1.1, 1.2, 1.3, 1.4, 1.6, 2.2, 2.6, or 3.3, including use of the Software outside the licensed scope, use above the Product Entitlement, resale or distribution of standalone licences, unauthorised representation as an rConfig reseller or Authorised Partner, failure to maintain tenant separation, failure to impose the required End Client terms, 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.

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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;
• any claim brought by or on behalf of any End Client, in relation to the Software, to Company's managed service, or to any act or omission of Company, its Affiliates, Managing Parties, or End Users;
• any failure by Company to include the terms required by Section 3.3 in an End Client contract, or any consequence of that failure;
• any failure to maintain tenant separation as required by Section 2.2;
• any statement or representation made by Company to any End Client, or in any tender, proposal, or marketing material, regarding the Software, its functionality, its roadmap, rConfig's warranties, or rConfig's service levels;
• use of the Software in a High-Risk System;
• any Company modification, custom module, integration, automation, or fork, including any claim that it infringes a third party's rights;
• Company's or any End Client'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 of that Model Provider's terms of service or acceptable use policy;
• Company's or any End Client'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 by an End Client, or from AI Output.

This indemnity is given to Company only. It does not extend to any End Client, and rConfig has no obligation to defend or indemnify any End Client.

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 1.6;
• any Company custom module, integration, automation, portal customisation, or fork;
• any AI Output, any Model Provider, or Company's or any End Client'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.

Where a claim originates with an End Client, Company must not settle, admit, or compromise that claim in a manner that admits liability on rConfig's part or that prejudices rConfig's position, without rConfig's prior written consent.

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.

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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, for any business-critical purpose, or in the delivery of any managed service to any End Client, and must not expose Evaluation Software or Beta Software to any End Client, in each case without rConfig's prior written consent. rConfig has no liability of any kind in respect of any 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.

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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 the engineering judgement of a suitably qualified person. They are assistive only, and they do not replace review, testing, change control, or approval.

12.2 Responsibility for Reviewing AI Output

Company is solely responsible for ensuring that all AI Output is reviewed, verified, and validated before it is relied upon, applied, executed, pushed, deployed, or otherwise acted upon, whether by Company, by a Managing Party, or by an End Client.

Without limitation, before any AI Output is applied to any device or environment of Company or of any End Client, the AI Output must be:

• reviewed in full for accuracy, completeness, syntax, safety, and suitability for the target device, platform, firmware version, and environment;
• tested in a non-production environment where the change is capable of causing service disruption;
• subjected to Company's own change management, peer review, and approval processes, and to any change control process agreed with the relevant End Client; and
• assessed for compliance with the applicable security policies, regulatory obligations, and internal standards of Company and of the relevant End Client.

Company must not configure or operate the Software, and must not permit any End Client to configure or operate it, so that AI Output is applied to any production device automatically and without human review. 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, and that such consequences may affect multiple End Clients simultaneously in a multi-tenant deployment.

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 an AI Feature to be connected to a Model Provider, Company is solely responsible for selecting, contracting with, configuring, authenticating to, funding, and monitoring that Model Provider, including where Company does so on behalf of or at the request of an End Client.

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 for ensuring that its use on behalf of End Clients is permitted under that agreement; 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 End Client 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, including any End Client data, to the Model Provider;
• establishing any required lawful basis, notice, or consent, including from End Clients and their data subjects;
• obtaining each End Client's authorisation, where required, before submitting that End Client's data to a Model Provider;
• 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 confirming that they are compatible with Company's obligations to its End Clients; and
• configuring the Software, on a per-tenant basis where appropriate, 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 or any End Client'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 2.6, Company must not, and must not permit any End Client to:

• 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 1.6;
• 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 End Client or other 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 of Company or of any End Client, service disruption, configuration loss, non-compliance, or security exposure.

Company's obligations under Section 10.1 apply to any claim arising from Company's or any End Client'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.

12.8 AI Features and End Clients

Where Company makes any AI Feature available to an End Client, whether directly through a portal or indirectly by acting on AI Output in the delivery of its managed service, Company must:

• impose on that End Client the review obligation required by Section 3.3;
• disclose to that End Client that the output is generated by an artificial intelligence system and is not verified by rConfig;
• ensure that its contract with that End Client permits the processing and transmission of that End Client's data to the applicable Model Provider; and
• not attribute AI Output, or any consequence of AI Output, to rConfig.

Company is solely responsible for any commitment it gives an End Client regarding the accuracy, availability, or performance of any AI Feature.

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13. Data Protection in the MSP Context

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 Roles of the Parties

As between Company and rConfig:

• Company is the controller in respect of all Personal Data processed using the Software, including Personal Data relating to End Clients and their personnel, save where Company is itself a processor for an End Client, in which case Company acts as that End Client's processor and rConfig acts as a sub-processor;
• rConfig is a processor only, and only in respect of Personal Data to which rConfig obtains access in the course of providing Support or Professional Services, and then only on Company's documented instructions;
• rConfig is a controller in respect of the telemetry and account data described in Section 13.4 and in the Privacy Policy; and
• Company must ensure that its contract with each End Client permits rConfig's involvement as a processor or sub-processor, including any required authorisation for sub-processing and for international transfers.

Company will not instruct rConfig to process Personal Data in a manner that would put rConfig in breach of applicable data protection law.

13.3 Multi-Tenant Responsibilities

Company is responsible for:

• establishing and maintaining a lawful basis for all processing of Personal Data using the Software;
• providing any required notice to, and obtaining any required consent from, End Clients and data subjects;
• maintaining effective logical separation between tenants as required by Section 2.2, and for any consequence of a failure of separation;
• handling all data subject requests, complaints, and regulatory enquiries relating to End Client data, and for responding to End Clients in respect of them;
• conducting any data protection impact assessment required in respect of its own or its End Clients' processing;
• notifying End Clients of any personal data breach affecting their data, and for its own breach notification obligations to supervisory authorities; and
• exercising appropriate control over the credentials, configuration data, access rights, and portal permissions it stores in or grants through the Software, including those granted to End Clients.

rConfig will notify Company without undue delay of any personal data breach affecting Personal Data that rConfig processes on Company's behalf. rConfig has no obligation to notify any End Client, any data subject, or any supervisory authority in respect of Company's or an End Client's processing.

13.4 Telemetry and Diagnostic Data

The Software may, where enabled, transmit to rConfig limited operational data, including Software version and edition, deployment and licence identifiers, aggregate device and tenant counts, feature usage counts, and error or crash diagnostics.

rConfig does not use telemetry to collect device configuration content, credentials, End Client network traffic, or End Client identifying information.

Where technically available, rConfig provides a mechanism to limit or disable telemetry, and the Documentation identifies that mechanism. Disabling telemetry may reduce rConfig's ability to diagnose issues and may affect Support.

Telemetry is processed in accordance with the rConfig Privacy Policy referenced in Section 13.1. Company is responsible for disclosing the existence of telemetry to its End Clients where required to do so.

13.5 Data Submitted to Model Providers

Data submitted by Company to a Model Provider through an AI Feature is governed by Section 12.5, is not transmitted to or processed by rConfig, and is outside the scope of the rConfig Data Processing Addendum.

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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 neither it nor, to the best of its knowledge and belief following reasonable enquiry, any End Client to which it provides the Software is, or is 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.

Company will screen each prospective End Client against applicable sanctions lists before onboarding, will re-screen periodically, and will notify rConfig promptly and cease providing the Software to any End Client that becomes subject to sanctions.

14.2 Security Reporting and Coordinated Disclosure

Where Company or any End Client 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, and will ensure that no End Client will, publicly disclose the vulnerability, publish a proof of concept, or disclose it to any third party other than 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, whether by Company, an End Client, or any other person, 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 or any End Client to test, scan, or attack rConfig's own systems or services, which remains subject to Section 4.6.

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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:

1. any Master Services Agreement or MSP agreement signed by both parties that expressly states that it varies this Agreement;
2. any Statement of Work, in respect of the Professional Services it covers only;
3. the applicable order form, contract, or grant letter, in respect of commercial terms, Product Entitlement, and Support tier only;
4. the MSP Support Schedule, in respect of Support entitlements and response targets only;
5. this Agreement; and
6. 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. No term of any End Client contract has any effect as between Company and 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 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.

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.

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.

For the avoidance of doubt, the transfer of an End Client contract or of a book of End Client business does not transfer any right under this Agreement, and the transferee acquires no licence to the Software.

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, cloud or hosting 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. Company must not hold itself out as an agent, partner, or representative of rConfig.

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, 2.6, 3.2, 3.3, 3.5, 4.11, 4.14, 4.15, 5.2, 5.4, 5.5, 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.

Company must not name rConfig, or identify the Software by name, in any End Client-facing material, tender, or proposal without rConfig's prior written consent, save that Company may disclose the identity of the Software to an End Client where required by that End Client's procurement, audit, or regulatory obligations.

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.

Nothing in this Agreement restricts rConfig from marketing to, contracting with, or supplying any person, including any End Client, whether directly or through another partner.

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 MSP 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.

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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 Client" means an external customer or other third party whose network, devices, or configuration data are managed by Company using the Software.

"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, and includes individuals of an Affiliate, Managing Party, or End Client to whom Company grants access.

"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 operate 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.

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

"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 maximum device count, tenant count, instance count, regions, and any feature entitlement, as set out in the applicable order, MSP agreement, contract, or grant letter, or as determined under Section 2.1.

"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 Vector, MSP 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 MSP Support Schedule.

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

"Tenant" means a logically separated collection of configuration data, devices, and access rights associated with a particular End Client or group of End Clients.

"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.

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END OF AGREEMENT