Master Subscription Agreement

1. Structure, incorporation and interpretation

1.1 This Agreement comprises the Order Form, these terms and their Schedules, the Data Processing Agreement, the Service Level Agreement, the Acceptable Use Policy and any Change Order agreed under clause 4.11. Each forms part of this Agreement.

1.1A The Order Form is the only document the parties sign. These terms are incorporated into the Order Form, are published at rentalize.com/legal/msa in the version stated there, and take effect on execution of the Order Form without separate signature. The Supplier shall provide the Customer with a copy of these terms, or a working link to them, before the Order Form is signed, and shall keep each superseded version available at the same address. Section 14 of the Order Form draws specific attention to the terms at clauses 2.2, 2.3, 6.4, 4.18, 12.3, 12.3A, 15.7, 17.6, 17.7A, 18.5 and 18.6, and the Customer acknowledges in that section that those terms were brought to its attention before signing.

1.1B These terms may be varied only by written agreement signed by both parties or by a special term recorded at section 13 of the Order Form. The mechanism at clause 1.4 does not apply to these terms and does not permit the Supplier to vary them. A new version issued by the Supplier applies only to Order Forms signed after its issue and does not affect the version stated in an Order Form already signed.

1.2 Where there is a conflict, the order of precedence is: first, any special term recorded at section 13 of the Order Form; second, the remainder of the Order Form; third, these terms and their Schedules; fourth, the Data Processing Agreement; fifth, the Service Level Agreement; sixth, the Acceptable Use Policy. A Change Order prevails over the documents listed above only in respect of a provision that the Change Order expressly identifies by clause number and states that it varies, and only for the purposes of that Change Order. No purchase order, standard terms of the Customer, or other document issued by either party varies this Agreement unless expressly agreed in writing and signed by both parties.

1.2A Restatements in the Order Form. Where the Order Form reproduces a provision of these terms or of an incorporated document for the Customer’s convenience, and does not record the reproduction as a special term at section 13 of the Order Form, the reproduction does not vary the provision reproduced. The provision reproduced prevails over the reproduction, and clause 1.2 does not apply to it. A departure from a provision takes effect only where it is recorded as a special term.

1.3 Incorporation by reference. The Data Processing Agreement, the Service Level Agreement and the Acceptable Use Policy are incorporated into this Agreement. The version applying at the date of the Order Form is the version stated in it, and the Supplier shall provide a copy of each on or before execution. Those documents are published at rentalize.com/legal and are maintained there with a version history.

1.4 Changes to the incorporated documents. The Supplier may issue a new version of an incorporated document on 30 days written notice to the Customer, acting reasonably, provided that:

1.5 In this Agreement, unless the context otherwise requires:

1.6 Headings are for convenience only. References to a statute include it as amended or re-enacted. The words including, includes and in particular are without limitation. References to writing include email. A reference to a section is a reference to a section of the Order Form; a reference to a clause is a reference to a clause of these terms.

1.8 Standard positions. The Order Form states only what is settled for the individual Customer. Where it does not state a figure or period for any of the following, the position below applies, and a reference in this Agreement to a figure or period stated in the Order Form is a reference to the position below where the Order Form is silent.

1.7 Each party shall, on or before execution of the Order Form, provide the other with evidence of the authority of the individual signing on its behalf, in the form of a board resolution, a certified extract from the minutes of a directors’ meeting, or a certificate signed by a director confirming that authority.

2. Term

2.1 This Agreement takes effect on execution of the Order Form and continues for the Initial Term from the Commencement Date, unless terminated in accordance with clause 18.

2.2 On expiry of the Initial Term this Agreement renews automatically for successive renewal periods of the length stated in the Order Form or at clause 1.8, unless either party gives written notice not to renew within the notice period stated there or at clause 1.8.

2.3 Neither party may terminate this Agreement for convenience during the Initial Term, save under clause 5.8 and save where the Order Form expressly provides otherwise. The Customer’s rights of termination during the Initial Term are those at clauses 5.8, 6.7, 12.6, 13.5, 18.2, 18.3 and 22.1. Clause 17.8 confers a right of termination on the Supplier only.

3. Grant of rights

3.1 The Supplier grants the Customer a non-exclusive, non-transferable right for the term of this Agreement to access and use the Platform for the Customer’s internal business purposes in connection with properties the Customer manages, and to permit access by the landlords, tenants and contractors of those properties through the portals provided for that purpose.

3.2 The Subscription includes the user accounts stated at section 8 of the Order Form. Where the Order Form states unlimited user accounts, that applies to the Customer’s own personnel only. Accounts are personal to the individual and shall not be shared.

3.3 The Customer shall not, and shall not permit any third party to: resell, sub-licence or make the Platform available to any person other than as permitted at clause 3.1 or 3.6; use the Platform to provide services to or on behalf of any person other than the Customer and the landlords whose properties it manages; reverse engineer, decompile or disassemble the Platform save to the extent expressly permitted at clause 15.10; introduce malicious code; use the Platform to build, specify or improve a competing product; or do anything restricted by clause 15.7 or by the Acceptable Use Policy.

3.4 The Supplier reserves all rights not expressly granted.

3.5 The Customer shall comply with the Acceptable Use Policy and shall procure that its users do so. A material breach of that policy is a material breach of this Agreement.

3.6 Affiliate access. Where the Order Form lists Affiliates of the Customer, those Affiliates may access and use the Platform on the terms of this Agreement. The Customer remains liable for their acts and omissions as if they were its own, is the sole contracting party, and is responsible for all Charges. An Affiliate that ceases to be an Affiliate ceases to have any right of access, and the Customer shall notify the Supplier within 10 Working Days.

4. Supplier obligations, product development and Additional Services

4.1 The Supplier shall provide the Platform in accordance with this Agreement and the Service Level Agreement, with reasonable skill and care and in accordance with good industry practice.

4.2 Certification. The Supplier shall maintain certification to ISO/IEC 27001, or an equivalent successor standard, throughout the term, and shall provide evidence of current certification on reasonable request. Where a certification lapses, is suspended or is subject to a major nonconformity, the Supplier shall notify the Customer within 5 Working Days, shall provide the remediation plan agreed with its certification body, and shall have 120 days from notification to restore certification. A lapse notified and remedied within that period is not a material breach for the purposes of clause 18.2, provided the Supplier continues to apply the measures described in the Data Processing Agreement throughout.

4.2A Alignment with ISO/IEC 27018 and ISO/IEC 27701. The Supplier is not certified to ISO/IEC 27018 or ISO/IEC 27701 and does not represent that it is. It operates the Platform, and applies the technical and organisational measures set out at Annex A of the Data Processing Agreement, in line with the guidance in those standards on the protection of personal data in public cloud environments and on privacy information management. This clause is a statement of how the Supplier operates. It is not a warranty of certification, and nothing in it requires the Supplier to obtain certification to either standard. Where the Supplier later obtains certification to either standard it shall notify the Customer, and clause 4.2 shall apply to it from the date of certification.

4.3 The Supplier shall host Customer Data within the European Union and shall not transfer it outside the European Economic Area except in accordance with the Data Processing Agreement.

4.4 The Supplier shall provide the modules listed at Schedule 1 and in the Order Form at no additional licence charge for the Initial Term, subject to the thresholds and fair use allowances recorded in the Order Form.

4.5 The Supplier may modify the Platform from time to time, provided no modification materially reduces the functionality available to the Customer. Where a module is replaced or renamed, the successor is provided at no additional licence charge if it delivers Substantially the Functionality of the module it replaces. Where it does not, the Supplier shall either continue to provide the original module for the remainder of the Initial Term or agree a written variation with the Customer.

Product development and enhancement requests

4.6 The Platform is a multi-tenant product supplied to many customers on common infrastructure. The content, priority and timing of the Supplier’s product roadmap are determined by the Supplier in its sole discretion, having regard to the needs of its customer base as a whole, its technical architecture, its security and certification obligations and its commercial priorities.

4.7 The Customer may submit enhancement requests through the Support Portal. Requests are logged, acknowledged, and reviewed together at the quarterly business review or, where that provision does not yet apply, in the written quarterly summary. The Supplier shall tell the Customer the outcome of each request and, where a request is accepted onto the roadmap, an indicative timeframe.

4.8 The Supplier assesses every enhancement request against, among other things, whether the functionality is suitable for the Platform generally and would benefit other customers. Functionality that would apply only to the Customer, or that would require the Customer to be maintained on a divergent version of the Platform, will not be accepted as a roadmap item and may only be delivered, if at all, as Additional Services under clause 4.10.

4.9 Nothing in this Agreement obliges the Supplier to develop, deliver or maintain any particular functionality. No indicative timeframe, roadmap item, statement made in a demonstration, sales discussion or business review, or any response to a request for proposal, creates any obligation to deliver. The Customer acknowledges that it has entered into this Agreement on the basis of the functionality available at the date of the Order Form and not on the basis of any anticipated future functionality, save where expressly stated in the Order Form or in a Change Order.

Additional Services

4.10 Additional Services means any work requested by the Customer beyond the Platform and the implementation scope recorded in the Implementation Plan, including:

4.11 Additional Services are provided only under a written Change Order signed by both parties. The process is:

4.12 Charges for Additional Services are at the professional services day rate stated in the Order Form, or at a fixed price where the Change Order states one. Lead times stated in a quotation are estimates based on the Supplier’s resource position at the date of quotation and are not service levels. A failure to meet an estimated lead time does not give rise to a service credit, a right of set off or a right of termination. Where the Supplier commits to a firm date, the Change Order will say so expressly.

4.13 Acceptance. Deliverables under a Change Order are assessed against the acceptance criteria stated in it. The Customer shall accept a deliverable, or give written notice of specific failures against those criteria, within the acceptance period stated in the Change Order or, if none is stated, within 10 Working Days of delivery. A deliverable is deemed accepted where the Customer neither accepts nor gives such notice within that period, or where the Customer puts the deliverable into live operational use. Where the Customer gives valid notice of failure, the Supplier shall remedy and resubmit, and this clause applies again to the resubmitted deliverable.

4.14 Warranty and remedy. The Supplier shall perform Additional Services with reasonable skill and care and in accordance with good industry practice, and warrants that deliverables will conform in all material respects to the Change Order for 60 days after acceptance. The Customer’s sole remedy for breach of this warranty is re-performance by the Supplier at no charge or, where re-performance is not practicable, a refund of the Charges paid for the non-conforming deliverable. This warranty does not apply where non-conformity arises from Customer Data, from a Customer dependency not met, from an assumption in the Change Order proving incorrect, or from modification by anyone other than the Supplier.

4.15 Termination. On termination of this Agreement, every Change Order then in progress terminates automatically. The Customer shall pay for all work performed to the date of termination, at the day rate or, under a fixed price Change Order, in the proportion the work performed bears to the whole. Where this Agreement is terminated for the Supplier’s breach or insolvency, or under clause 5.8 for reasons attributable solely to the Supplier, no further sum is payable for work not performed and any deposit is refunded to the extent it exceeds the value of work performed.

4.16 Data protection. Where a Change Order would involve processing of personal data outside the scope described in the Data Processing Agreement, the Change Order shall record the change and, where required, the parties shall agree a variation to that document before work commences.

4.17 The Supplier may decline any request, without giving reasons, and in particular may decline where the request would in its reasonable opinion:

4.18 All intellectual property rights in anything conceived, created or developed in the course of providing Additional Services, including any bespoke development, integration, report, template or configuration, vest in and remain the property of the Supplier, whether or not the Customer has paid for the work. The Customer’s rights in that work are the rights granted at clause 3. The Supplier may incorporate any such work into the Platform, make it generally available to other customers, and develop the same or similar functionality for any other person, without restriction and without any obligation to account to the Customer. This clause does not affect the Customer’s ownership of Customer Data under clause 15.2.

4.19 Where the Customer requires ownership of, or exclusivity in, functionality developed for it, that must be agreed in writing before work commences and will be priced separately. The Supplier is under no obligation to agree to it.

5. Implementation and migration

5.1 Where the Order Form provides for an Implementation Payment, that payment is a condition precedent to the commencement of implementation, and the Supplier is not obliged to commence any migration, configuration or onboarding work until it has received the payment in cleared funds. On and from the Implementation Start Date the Supplier shall migrate the Customer from the source systems listed in the Order Form, in accordance with an Implementation Plan agreed in writing by both parties within 15 Working Days of the Implementation Start Date. The Supplier shall allocate resource and commence work within 5 Working Days of the Implementation Start Date.

5.2 The Implementation Plan shall record the scope of migration, the data fields in scope, validation and sign off milestones, the parallel running period, training dates, the target Go-Live Date and a named lead for each party.

5.3 Where the Order Form records that the implementation fee is waived, it is waived in consideration of the Initial Term and the Implementation Payment, and the unamortised portion of the waived fee is recoverable under clause 18.5 on early termination.

5.4 The Customer shall provide complete and accurate data extracts, timely access to its personnel, and sign off at each validation milestone within 5 Working Days of request. Sign off shall be recorded in writing against the Implementation Plan and countersigned by the named lead for each party. Where the Customer does not sign off or raise written objection within that period, the milestone is deemed accepted. The Supplier is not responsible for defects in migrated data arising from errors or omissions in the data supplied by the Customer or by any third party on its behalf.

5.5 No charge is payable by either party for delay in implementation unless the Order Form states otherwise. Implementation risk is managed jointly through the Implementation Plan.

5.6 Where the Go-Live Date is delayed by a cause predominantly attributable to an act or omission of the Supplier, the Commencement Date is extended by the period of that delay, subject always to the long-stop date at clause 5.8. Where it is delayed by a cause predominantly attributable to an act or omission of the Customer, the Commencement Date is not extended.

5.7 The Supplier shall provide go-live support and a hypercare period of the length stated in the Order Form or at clause 1.8 following the Go-Live Date, during which severity 1 and severity 2 targets in the Service Level Agreement are halved.

5.8 Long-stop. If the Go-Live Date has not occurred within the long-stop period stated in the Order Form or at clause 1.8, running from the Implementation Start Date and extended by the period of any delay attributable to a variation requested by the Customer under clause 5.11 or to a Change Order, either party may terminate this Agreement on 30 days written notice. On such termination no exit fee is payable and clause 2.3 does not apply. The Supplier shall refund the Implementation Payment less the value of implementation work actually performed to the date of termination, evidenced by reference to the validation milestones signed off or deemed accepted under clause 5.4 and valued at the day rate stated in the Order Form. The deduction shall not exceed 75 per cent of the Implementation Payment. Where the failure to reach the Go-Live Date is predominantly attributable to an act or omission of the Supplier, the Implementation Payment shall be refunded in full. Where the Implementation Payment has not been received within 30 days of execution, either party may terminate this Agreement on 10 Working Days written notice, with no liability on either side save that the Customer shall pay for any work the Supplier has performed at the Customer’s written request.

5.9 Go-Live Certificate. Implementation is complete, and go-live occurs, only when signed off as follows:

5.10 Service during implementation. The Service Level Agreement takes effect from the Go-Live Date. Until then:

5.11 Implementation change control. The scope recorded in the Implementation Plan may be varied only in writing, signed by the named lead for each party. Where the Customer requests a variation:

6. Portfolio measurement

6.1 A Billable Property is a distinct residential unit under active management on the Platform. Each unit within a multi unit building counts as one Billable Property. Let only instructions with no ongoing management are not Billable Properties. Units marked as archived, disposed of or no longer managed are excluded from the following count. Where the Order Form states a different charging metric or a variation to this definition, that applies instead.

6.2 The Supplier shall take the count from the Platform on the first Working Day of each measurement period stated in the Order Form or at clause 1.8 and provide it to the Customer in writing with the statement for that period.

6.3 Where the count moves the Customer into a lower priced band under the Order Form, the new rate applies from the first day of the following measurement period. Where the count falls, any reduction is applied at the next anniversary of the Commencement Date only.

6.4 Minimum Billable Volume. Where the Order Form provides that it applies, the Subscription is calculated on the greater of the actual count and the Minimum Billable Volume stated there. This applies whether the migration is completed in a single tranche or in stages.

6.5 The Customer may dispute a count within 10 Working Days of receipt. The parties shall resolve any dispute in good faith, and the undisputed portion remains payable pending resolution.

6.6 Where the Customer disposes of a distinct block of units in a bona fide arm’s length transaction that is not connected with this Agreement, and that disposal reduces the count below the Minimum Billable Volume, the parties shall discuss in good faith a proportionate adjustment. Nothing in this clause obliges the Supplier to agree an adjustment, and the Minimum Billable Volume continues to apply unless and until a variation is agreed in writing.

6.7 Sustained portfolio reduction. Where the Order Form provides for a sustained reduction break right, and the count is below the threshold stated there at three consecutive counts, the Customer may terminate this Agreement on 60 days written notice, served within 30 days of the third such count. On termination under this clause the exit fee at clause 18.5 does not apply, the Customer shall pay the settlement stated in the Order Form, and clauses 19.2 to 19.4 apply as they would on any other termination. This clause may not be exercised before the point in the Initial Term stated in the Order Form.

7. Charges, invoicing and payment

7.1 The Customer shall pay the Charges. Rates, the Implementation Payment, the administration fee and the professional services day rate are stated in the Order Form. All amounts are exclusive of VAT, which is payable at the applicable rate on production of a valid invoice.

7.2 The Implementation Payment is invoiced on execution and payable within the period stated in the Order Form. It is a condition precedent to the commencement of implementation under clause 5.1. It is credited in full against the first Subscription invoice and, to the extent it exceeds that invoice, against each subsequent Subscription invoice until it is exhausted. It is not refundable once implementation has commenced, save as provided at clause 5.8 or where the Supplier is in material breach.

7.3 The Subscription is invoiced on the cycle stated in the Order Form, in advance, payable within the period stated there or at clause 1.8. The band in force at the invoice date sets the rate for that period, with any adjustment applied as a credit or charge at the next anniversary.

7.4 Pass-through charges under clause 8 are invoiced monthly in arrears, payable within 30 days.

7.5 Charges for Additional Services are invoiced as stated in the relevant Change Order. Where the Change Order is silent, a deposit of 50 per cent is invoiced on signature and the balance on acceptance, in each case payable within 30 days. Additional Services are not included in the Subscription and are not subject to the price protection at clause 9.

7.6 The Supplier may charge interest on overdue amounts at the rate provided for under the European Communities (Late Payment in Commercial Transactions) Regulations 2012, accruing daily from the due date until payment.

7.7 Where an invoice remains unpaid for more than 45 days after the due date and the Supplier has given 14 days written notice, the Supplier may suspend access to the Platform until payment is received. Suspension does not relieve the Customer of its payment obligations. The Supplier shall not delete Customer Data during any period of suspension and shall restore access within 1 Working Day of receiving payment.

7.8 The Customer may withhold payment of any amount it disputes in good faith, provided it notifies the Supplier of the dispute and the grounds for it within 30 days of the invoice date and pays the undisputed balance when due.

7.9 All payments shall be made without set off, counterclaim or deduction, save as required by law or as permitted at clause 7.8.

8. Third party services and pass-through charges

8.1 The Platform integrates payment, messaging and other services provided by third parties. Charges levied by those providers are passed through to the Customer at cost, together with the administration fee stated in the Order Form.

8.2 Where the Order Form states a cap on the administration fee, that cap applies in aggregate for the Initial Term regardless of transaction volume.

8.3 The Supplier shall give 30 days written notice of any increase in underlying provider costs that it intends to pass through, together with evidence of the increase. Where a pass-through increase exceeds 20 per cent in any 12 month period, the Customer may elect to move to an alternative provider supported by the Platform at no configuration charge, and the Supplier shall assist with the migration of mandates and payment instructions. Where the Platform supports a customer held provider account for the relevant service, the Customer may instead elect to contract directly with the provider.

8.4 The Supplier is not liable for the acts or omissions of third party providers, but shall use reasonable endeavours to assist the Customer in resolving issues with them.

9. Price protection

9.1 The rates stated in the Order Form are fixed for the Initial Term, save where the Order Form expressly provides for an in-term increase and states its cap and timing. This clause applies to the Subscription only and does not apply to pass-through charges under clause 8 or to Additional Services under clause 4.10.

9.2 Any increase applied at any renewal shall not exceed the cap stated in the Order Form or at clause 1.8, applied to the band rate then in force. The Supplier shall notify renewal pricing in writing within the notice periods stated in the Order Form or at clause 1.8.

9.3 Where the Supplier introduces a Published Rate that is more favourable to the Customer than the rate then applying under the Order Form, for the Customer’s portfolio band and a term no longer than the unexpired part of the Initial Term, the Customer may elect in writing to move onto that Published Rate for the remainder of the Initial Term. The election is prospective only, may be exercised no more than once in any 12 month period, and does not give rise to any retrospective credit.

9.4 The Supplier shall not apply any increase to the Customer on a basis that is not applied consistently across customers of comparable size and term.

9.5 The Supplier shall maintain a dated record of each version of its Published Rate cards during the Initial Term and shall make the current version available to the Customer on request, so that clause 9.3 is capable of being administered.

9.6 For the avoidance of doubt, the Supplier gives no undertaking that the Customer will not pay more than any other customer. Pricing varies legitimately with term, payment terms, module mix, migration scope and support level. Clause 9.3 does not entitle the Customer to the benefit of any individually negotiated rate.

9.7 Clauses 9.1 to 9.3 apply to the portfolio under the Customer’s management at the date of the Order Form and to its organic growth. They do not apply to units brought under the Customer’s management as a result of a Change of Control of the Customer or of an acquisition of a portfolio or business by the Customer, which are dealt with at clause 22.3.

10. Customer obligations

10.1 The Customer shall use the Platform in accordance with this Agreement, the Documentation, the Acceptable Use Policy and applicable law, including the Residential Tenancies Acts, the Property Services (Regulation) Act 2011 and data protection law, or the equivalent legislation of the jurisdiction in which it operates.

10.2 The Customer is responsible for the accuracy, quality and legality of Customer Data and for having a lawful basis for its processing. The Customer warrants that it has provided all privacy information required under Articles 13 and 14 of Regulation (EU) 2016/679 to the tenants, landlords, contractors and other data subjects whose personal data it processes through the Platform, and that it maintains its own record of processing activities under Article 30.

10.3 The Customer shall maintain the security of its user accounts, shall not permit unauthorised access, and shall notify the Supplier promptly of any suspected compromise.

10.4 The Customer shall provide reasonable cooperation and timely responses to enable the Supplier to perform its obligations, and shall nominate the contacts recorded at section 11 of the Order Form.

10.5 Acceptable use. The Customer shall comply with, and shall procure that its users comply with, the Acceptable Use Policy. A breach of that policy is a breach of this clause.

10.6 Where the Customer’s support consumption is persistently and materially disproportionate to the size of its portfolio, and is not attributable to defects in the Platform or to matters within the Supplier’s control, the parties shall discuss in good faith whether additional training, configuration or a commercial adjustment is appropriate. The Supplier shall not withhold or delay support while that discussion is ongoing.

11. Fair use

11.1 The consumption based allowances stated in the Order Form apply. They are pooled across the account and scale with the count.

11.2 The Supplier shall notify the Customer in writing where usage reaches 80 per cent of any allowance and shall not apply any overage charge without at least 30 days prior written notice.

11.3 No allowance shall be reduced during the Initial Term.

11.4 Where an allowance is exceeded, the Supplier’s remedies are, at its election, to charge the excess at cost or to apply proportionate rate limiting. The Supplier shall not suspend the Platform for exceeding a fair use allowance. This clause does not restrict the Supplier’s rights under clause 7.7 or clause 12.8.

12. Service levels and support

12.1 The Supplier shall meet the availability target and response targets set out in the Service Level Agreement, which is incorporated by clause 1.3. It takes effect from the Go-Live Date in accordance with clause 5.10, and applies to Measurement Months only. Availability shall be measured by automated monitoring operating independently of the Platform, and the monthly report shall be generated from that monitoring rather than compiled manually.

12.2 The binding parts of the Service Level Agreement, being the availability commitment, the service credit table, the severity classification and the response and resolution targets, may be varied only by written agreement signed by both parties. The operational parts may be updated in accordance with clause 1.4.

12.3 Service credits are an adjustment to the price of the Platform, reflecting the reduced level of service received in the Measurement Month to which they relate. They are not a penalty and are not liquidated damages. They are the Customer’s sole financial remedy for failure to meet the availability target, and no claim for damages arises in respect of a failure for which a credit is given, or would be given but for the Customer’s failure to accept it. This does not affect the Customer’s right to terminate under clause 12.6.

12.3A The Customer’s sole remedy for a failure to meet a response or resolution target in the Service Level Agreement is the escalation route and the service improvement plan set out in that document. No service credit arises, and no claim for damages arises, in respect of such a failure. Sustained failure to meet response or resolution targets remains capable of amounting to a material breach for the purposes of clause 18.2.

12.4 Planned maintenance. Maintenance carried out in a Standard Maintenance Window as defined in the Service Level Agreement, and notified at least 5 Working Days in advance, is excluded from availability measurement. It is not unavailability and does not consume any part of the availability allowance. The standard windows fall outside support hours, outside rent collection runs and outside month end processing, and are capped at 8 hours in total in any calendar month. Maintenance outside a standard window requires 10 Working Days notice and the Customer’s written agreement, not to be unreasonably withheld or delayed; maintenance carried out outside a standard window without that agreement is not excluded and counts as unavailability. Emergency security patching may be carried out at any time, is excluded from measurement, and is notified within 4 Working Hours.

12.5 The Customer shall raise all issues, questions and requests through the Support Portal, which is the channel of record and against which all response and resolution targets are measured. Where the Support Portal is unavailable, the Customer may raise an issue by email or telephone and the Supplier shall create the ticket with the timestamp backdated to the time of that contact. An issue raised directly with an individual rather than through the Support Portal is measured from the time the ticket is created.

12.6 Termination for sustained service failure. Where availability falls below 99.0 per cent in three consecutive Measurement Months, that threshold being deliberately set below the availability target so that service credits address a missed target and termination addresses sustained serious failure, and the Supplier fails to remedy the underlying cause within 30 days of written notice from the Customer, the Customer may terminate this Agreement immediately on written notice, without exit fee and without further liability save for Charges accrued to the date of termination. The Supplier shall provide a full data export at no charge.

12.7 Where the Order Form provides for a dedicated account manager from a stated threshold, the Supplier shall provide one from that point as scoped at Schedule 1, and that provision is not withdrawn if the count subsequently falls below the threshold.

12.8 The Supplier may suspend access for an individual user account, or where strictly necessary for the account as a whole, where it reasonably believes suspension is necessary to prevent unauthorised access to or misuse of Customer Data or the Platform, or to address a breach of the Acceptable Use Policy. The Supplier shall notify the Customer immediately, shall limit the suspension in scope and duration to what is necessary, and shall work with the Customer to restore access as soon as it is safe to do so. Where the cause of the suspension is outside the Supplier’s control, the period of suspension is not counted as unavailability.

13. Data protection

13.1 For the purposes of Regulation (EU) 2016/679 and the Data Protection Act 2018, the Customer is the controller and the Supplier is the processor in respect of personal data processed through the Platform, save where the Supplier acts as controller of account administration and billing data. The Data Processing Agreement sets out the terms required by Article 28 and is incorporated by clause 1.3. Where the Order Form so provides, the parties shall also execute it as a signed annex, and the executed version prevails over the published version.

13.2 The Supplier shall process personal data only on the documented instructions of the Customer, as set out in this Agreement and the Data Processing Agreement, unless required otherwise by law, in which case it shall notify the Customer unless prohibited from doing so.

13.3 The Supplier shall ensure that persons authorised to process personal data are bound by confidentiality obligations, shall implement appropriate technical and organisational measures as described in the Data Processing Agreement, and shall assist the Customer with data subject requests, data protection impact assessments and consultations with the Data Protection Commission.

13.4 The Supplier shall notify the Customer without undue delay, and in any event within 48 hours, on becoming aware of a personal data breach affecting Customer Data. An initial notification shall be given within 24 hours where the Supplier has reasonable grounds to believe the breach is likely to result in a high risk to the rights and freedoms of data subjects. The Supplier shall provide the information the Customer reasonably requires to meet its obligations under Articles 33 and 34, and shall provide updates as the investigation progresses.

13.5 Sub-processors. The Supplier may appoint sub-processors, and shall maintain a current list in the Data Processing Agreement and in its sub-processor register. It shall give the Customer at least 30 days notice of any intended addition or replacement. Where the Customer objects on reasonable data protection grounds, the parties shall discuss in good faith for 30 days. If no resolution is reached:

13.6 Customer Data shall be hosted within the European Union. Any transfer outside the European Economic Area shall be made only on the basis of an adequacy decision or Standard Contractual Clauses, and the Supplier shall notify the Customer in advance.

13.7 On termination the Supplier shall, at the Customer’s election, return or delete personal data in accordance with clause 19, save where retention is required by law.

13.8 Audit. The Supplier shall permit the Customer, on reasonable notice and no more than once in any 12 month period, to audit compliance with this clause, save that a further audit may be carried out in the circumstances set out at clause 9.4 of the Data Processing Agreement. The Supplier may satisfy an audit request by providing its current ISO/IEC 27001 certification, Statement of Applicability and most recent independent audit report. Where the Customer requires an on site audit in addition, it shall bear its own costs and the Supplier’s reasonable costs at the day rate stated in the Order Form. Where the Order Form provides for enhanced audit rights, those apply in addition.

14. Security and business continuity

14.1 The Supplier shall maintain an information security management system certified to ISO/IEC 27001 and shall apply the technical and organisational measures described in the Data Processing Agreement.

14.2 The Supplier shall take encrypted backups of Customer Data at least daily, retain them for at least 30 days, hold them within the European Union, and support point in time recovery. Recovery point and recovery time objectives are stated in the Order Form and in the Service Level Agreement.

14.3 Escrow. Where the Order Form provides for source code escrow, the Supplier shall, within the period stated there, place the source code and database schema of the Platform into escrow with an independent escrow agent, on terms providing for release to the Customer on the insolvency of the Supplier or on the Supplier ceasing to provide or support the Platform. The Supplier shall deposit an updated release at least annually. The escrow agent’s fees are borne by the party stated in the Order Form. Where the Order Form does not provide for escrow, this clause and clause 14.4 have no effect.

14.4 Release shall be on terms granting the Customer a non-exclusive, non-transferable, royalty free licence to use, modify and maintain the released materials solely for the purpose of continuing to operate the Platform for its own internal business purposes, for the remainder of the term that would otherwise have applied. The Customer shall not distribute, sub-licence, commercialise, or make the released materials available to any third party, save to a contractor engaged to maintain the Platform on the Customer’s behalf and bound by written obligations no less protective than this clause. The released materials remain the Supplier’s confidential information and its intellectual property, and clause 16 continues to apply to them.

14.5 The Supplier shall maintain a documented business continuity and disaster recovery plan and shall test it at least annually.

15. Intellectual property and Customer Data

15.1 The Supplier and its licensors own all intellectual property rights in the Platform, including all software, Documentation and any improvements, and nothing in this Agreement transfers any such right to the Customer.

15.2 The Customer owns all right, title and interest in Customer Data at all times. The Customer grants the Supplier a licence to process Customer Data solely to provide the Platform and to meet its obligations under this Agreement.

15.3 The Supplier may use aggregated and anonymised data derived from use of the Platform for the purposes of product improvement, benchmarking and statistical analysis. Data is anonymised for this purpose only where it has been irreversibly altered such that no individual, and no landlord, tenant, contractor or the Customer itself, can be identified from it by any means reasonably likely to be used, whether alone or in combination with other information available to the Supplier. Anonymisation shall be applied before the data is used and the Supplier shall not attempt re-identification. Aggregated outputs shall be derived from a sufficient number of sources that no single customer’s position is inferable. The Customer may opt out of this clause on written notice at any time.

15.4 Where the Customer provides feedback or suggestions, the Supplier may use them without restriction or obligation.

15.5 The Customer may export Customer Data in open, machine readable formats at any time during the term and for the period stated in the Order Form after termination, at no charge, subject to clause 19.2.

Protection of the Platform and Supplier know-how

15.6 The Customer acknowledges that the Platform embodies substantial investment by the Supplier in matters that are not apparent from the Platform’s outward appearance, and that the following constitute confidential information of the Supplier and, where the conditions for protection are met, trade secrets within the meaning of the European Union (Protection of Trade Secrets) Regulations 2018:

15.7 The Customer shall not, and shall procure that its personnel, contractors and users do not:

15.8 The Customer shall procure that each of its users is bound by obligations of confidentiality sufficient to give effect to clauses 15.6 and 15.7, and shall not share user credentials with, or grant Platform access to, any person outside its own organisation other than the landlords, tenants and contractors of the properties it manages, using the portals provided for that purpose, and any Affiliate listed in the Order Form.

15.9 The Customer shall apply reasonable measures to protect the matters at clause 15.6 from unauthorised access or disclosure, and shall notify the Supplier promptly on becoming aware of any actual or suspected breach of clause 15.7.

15.10 Nothing in clauses 15.6 to 15.9 restricts or purports to restrict any right that cannot lawfully be excluded, including:

15.11 Clauses 15.6 to 15.9 survive termination. The obligations continue for three years in respect of confidential information generally, and for so long as the relevant information remains a trade secret in respect of any matter falling within clause 15.6.

15.12 The Customer acknowledges that damages alone may not be an adequate remedy for a breach of clause 15.7, and that the Supplier is entitled to seek injunctive relief and any other remedy available under the European Union (Protection of Trade Secrets) Regulations 2018, in addition to any other remedy. A breach of clause 15.7 is a material breach for the purposes of clause 18.2, and the Customer’s liability for it is subject to the raised cap at clause 17.7(d) rather than the cap at clause 17.6.

16. Confidentiality

16.1 Each party shall keep confidential all information disclosed by the other that is identified as confidential or that a reasonable person would understand to be confidential, and shall use it only for the purposes of this Agreement.

16.2 The obligation does not apply to information that is or becomes public other than through breach, was already lawfully held without obligation of confidence, is lawfully received from a third party free to disclose it, or is independently developed without reference to the other party’s confidential information.

16.3 A party may disclose confidential information where required by law, court or regulator, giving the other party reasonable prior notice where legally permitted. A party may also disclose to its professional advisers, and to a prospective investor, acquirer or lender and their advisers, in each case under equivalent obligations of confidence.

16.4 This clause survives termination for three years, and indefinitely in respect of any information constituting a trade secret. Any non-disclosure agreement between the parties continues to apply to disclosures made before the date of the Order Form.

17. Warranties, liability and indemnities

17.1 Each party warrants that it has full power and authority to enter into this Agreement and that doing so does not breach any obligation owed to a third party.

17.2 The Supplier warrants that the Platform will perform materially in accordance with the Documentation, that it has the right to grant the rights at clause 3, and that it will comply with applicable law in providing the Platform. Additional Services are warranted separately at clause 4.14, and the remedy at that clause is the Customer’s sole remedy for breach of that warranty.

17.3 Save as expressly set out in this Agreement, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law. The Supplier does not warrant that the Platform will be uninterrupted or error free.

17.4 Neither party excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be excluded.

17.5 Subject to clause 17.4, neither party is liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity or any indirect or consequential loss, in each case whether arising in contract, tort or otherwise.

17.6 Subject to clauses 17.4, 17.7 and 17.7A, the total aggregate liability of each party in any 12 month period is limited to 125 per cent of the Charges paid or payable by the Customer under this Agreement in that period, or such other figure as section 10 of the Order Form states, and clause 1.8 applies where it states none. Where the Charges paid or payable in the relevant period are less than the Charges that would have been payable for a full 12 months, the cap is calculated on the latter.

17.7 The cap at clause 17.6 does not apply to:

17.7A The Supplier’s liability for a personal data breach caused by its breach of clause 13 or 14 is capped at the lower of the amount stated at section 10 of the Order Form and the limit of the cyber liability insurance in force under clause 17.10(b) at the date of the breach, less the policy excess. Where the Order Form states no amount, the figure is one million euro. This cap replaces, and is not cumulative with, the cap at clause 17.6.

17.8 The Supplier shall indemnify the Customer against any claim that the Platform infringes a third party intellectual property right, provided the Customer notifies it promptly, gives it conduct of the defence and does not make any admission. The Supplier may at its option procure the right to continue use, modify the Platform to avoid the infringement, or terminate this Agreement and refund Charges paid for the unexpired period, in which case no exit fee is payable.

17.9 The Customer shall indemnify the Supplier against any third party claim arising from Customer Data or from the Customer’s use of the Platform in breach of clause 3.3, clause 10.2, clause 10.5 or clause 15.7. This clause does not limit any other remedy available to the Supplier in respect of loss it suffers directly.

17.10 The Supplier shall maintain, throughout the term and for two years after termination, with an insurer of good repute authorised to carry on business in the European Economic Area:

18. Termination

18.1 Either party may terminate this Agreement on written notice with effect from the end of the Initial Term or any renewal period, in accordance with clause 2.2.

18.2 Either party may terminate immediately on written notice where the other commits a material breach that is not remedied within 30 days of written notice specifying the breach and requiring it to be remedied, or that is incapable of remedy. A lapse of certification notified and remedied in accordance with clause 4.2 is not a material breach.

18.3 Either party may terminate immediately on written notice where the other becomes insolvent, has a receiver, examiner or liquidator appointed, enters an arrangement with its creditors, or ceases or threatens to cease to carry on business.

18.4 The Customer may terminate under clause 5.8, clause 6.7, clause 12.6, clause 13.5 or clause 22.1.

18.5 Exit fee. Where the Customer terminates for convenience during the Initial Term, or where the Supplier terminates under clause 18.2 or 18.3 for the Customer’s breach or insolvency, the Customer shall pay an exit fee calculated on the Subscription that would have fallen due for the remainder of the Initial Term, at the band rate then in force and on the greater of the count at the date notice is served and the count recorded at the last review before that date, together with the unamortised portion of any waived implementation fee amortised on a straight line basis across the Initial Term. The percentage applied to the unearned Subscription is the percentage stated in the Order Form for the year in which notice is served.

18.6 The parties acknowledge and agree that the Supplier has a legitimate interest in performance of the Initial Term; that the pricing, any waiver of the implementation fee, the inclusion of modules without additional licence charge, the fixing of prices under clause 9 and the absence of any implementation delay charge were each granted in reliance on that term and would not have been offered on a shorter term; that the Supplier incurs unrecovered implementation and onboarding cost at the outset of the Initial Term which is recovered across its full duration; that the exit fee at clause 18.5 represents a genuine pre-estimate of the loss the Supplier would suffer on early termination, set at a proportion of the unearned Subscription in recognition of costs the Supplier would not incur; that the percentage declines across the Initial Term because the Supplier’s unrecovered cost is progressively recovered, so that its loss on early termination genuinely reduces with time; and that the exit fee is proportionate to that legitimate interest at each point in the Initial Term and is not a penalty. Each party has had the opportunity to take independent legal advice on this clause.

18.7 No exit fee is payable where the Customer terminates under clause 5.8, 6.7, 12.6, 13.5 or 22.1, where the Supplier terminates under clause 17.8, or where either party terminates under clause 18.2 or 18.3 for the Supplier’s breach or insolvency. Termination under clause 6.7 carries the settlement stated in the Order Form instead.

19. Consequences of termination and exit assistance

19.1 On termination all rights granted under clause 3 cease, save as set out in this clause.

19.2 The Supplier shall maintain read only access to the Platform and full export functionality for the period stated in the Order Form or at clause 1.8 after termination, at no charge. Where this Agreement is terminated by the Supplier for the Customer’s failure to pay, this obligation is conditional on payment of all undisputed sums due.

19.3 The Supplier shall provide reasonable exit assistance during that period, including a complete export of Customer Data in open, machine readable formats with a data dictionary and, where reasonably required, direct liaison with an incoming supplier. The number of person days provided at no charge, and the cap on chargeable assistance, are stated in the Order Form or at clause 1.8. Assistance beyond the free allowance is chargeable at the day rate stated there.

19.4 At the end of the post-termination access period the Supplier shall delete or return Customer Data at the Customer’s election and shall certify deletion in writing, save for copies held in encrypted backup in the ordinary course, which shall be deleted in accordance with the Supplier’s retention cycle and shall remain subject to clauses 13 and 16 while held.

19.5 Termination does not affect accrued rights or liabilities, including any obligation to pay Charges accrued or payable on or by reason of termination. Clauses 4.18, 7, 13, 15, 16, 17, 18.5, 18.6, 19, 20.2, 20.3, 21.5 to 21.13, 22 and 23 survive termination. Clauses 15.6 to 15.9 survive for the periods stated at clause 15.11.

20. Referral arrangement

This clause applies only where the Order Form states that the referral arrangement applies. Where it does not, this clause has no effect.

20.1 Where the Customer makes a written introduction to a named prospect that is not already in the Supplier’s pipeline, and the Supplier acknowledges the introduction in writing within 10 Working Days, the introduction is a Qualifying Introduction. This clause applies only to introductions made while this Agreement is in force.

20.2 Where a Qualifying Introduction results in an executed agreement and the first year invoice is paid in full, the Supplier shall pay the Customer the percentages of Net Subscription Revenue stated in the Order Form, in the first year and in each subsequent year for so long as that client remains a customer of the Supplier and this Agreement remains in force. The fee is exclusive of VAT, which is payable at the applicable rate on production of a valid invoice.

20.3 Payment is made, at the Customer’s election, as a credit against the Customer’s own Subscription or on receipt of a valid invoice, in each case within 30 days. A fee that has accrued before termination remains payable after termination.

20.4 This clause is reviewed at the end of the second year of the Initial Term. Where volume justifies it, the parties may replace it with a partner agreement providing for revenue share tiered by volume. Neither party is obliged to enter into such an agreement, and clause 20.2 continues to apply unless and until it is replaced by written agreement.

20.5 The Customer shall not make any representation about the Platform that is inconsistent with the Supplier’s published materials, and shall disclose the existence of this arrangement to any prospect where required to do so by law or by applicable professional rules, including the rules of the Property Services Regulatory Authority.

20.6 The parties may agree in writing that the benefit of this clause is held by another company under common control with the Customer, in which case that company shall be named in the Order Form or in a side letter and shall be bound by clause 20.5. No such agreement transfers any other right or obligation under this Agreement.

21. Reference, marketing and conduct

Each group of clauses in this section applies only where the Order Form states that it applies. Where it does not, the relevant clauses have no effect.

Reference and marketing

21.1 The Customer agrees to act as a named reference customer for the term of this Agreement, to participate in the production of one written case study, and to permit the Supplier to use the Customer’s name and logo on its website and in sales materials.

21.2 The Customer shall make a suitable representative available for reference calls, video calls or meetings at the frequency stated in the Order Form, on reasonable notice, and for any joint webinar or industry event stated there, subject to mutual availability. Reference activity may include prospective customers, customers in implementation, and analysts, investors or partners of the Supplier, and may be conducted by telephone, video or in person.

21.3 The Supplier shall submit any case study or public statement quoting or attributing a view to the Customer for approval before publication, such approval not to be unreasonably withheld or delayed. The Customer may withdraw approval for a specific asset on reasonable grounds, and the Supplier shall remove it within 15 Working Days.

21.4 No commercially sensitive information shall be published without express written consent.

21.5 Clauses 21.1 to 21.4 do not survive termination, save that the Supplier may continue to use any case study published before termination for 12 months afterwards, and shall remove it at the Customer’s written request.

Non-disparagement

21.6 Neither party shall make, publish or authorise any statement, whether written, oral or by electronic means, that is intended or reasonably likely to disparage or damage the reputation, goodwill or commercial standing of the other party, its group companies, its products or services, or any of its directors, officers, employees or contractors. This obligation is mutual and applies during the term and for the period stated in the Order Form after termination.

21.7 Clause 21.6 does not restrict either party from:

21.8 Nothing in clause 21.6 obliges the Customer to give a positive reference, to endorse the Platform, or to refrain from selecting a different supplier at the end of the term, nor does it prevent the Customer from stating that it has done so.

Non-solicitation of personnel

21.9 Neither party shall, during the term and for the period stated in the Order Form after termination, directly or indirectly solicit for employment or engagement any Restricted Person of the other party, or induce or attempt to induce any Restricted Person to leave the employment or engagement of the other party.

21.10 A Restricted Person is an individual who is an employee, contractor or consultant of a party and who has been materially involved in the provision, receipt or management of the Platform or the implementation under this Agreement in the 12 months before the relevant act. It does not extend to any other person.

21.11 Clause 21.9 does not prevent a party from:

21.12 Where a party breaches clause 21.9, it shall pay the other party the sum stated in the Order Form, expressed as a percentage of the Restricted Person’s gross annual salary or fee at the date the engagement ends, as a genuine pre-estimate of the recruitment, training and disruption cost that party would incur in replacing them. The parties acknowledge that this reflects a legitimate interest in protecting the stability of the teams delivering and receiving the Platform, that the restriction is limited in scope, duration and to individuals materially involved in this Agreement, and that the sum is proportionate and is not a penalty.

21.13 Clauses 21.6 to 21.12 are mutual, survive termination for the periods stated, and are severable. If any restriction is held to be unenforceable by reason of its duration or scope, it shall apply with the longest duration or widest scope that is enforceable.

22. General

22.1 Force majeure. Neither party is liable for failure or delay caused by an event beyond its reasonable control, provided it notifies the other promptly and uses reasonable endeavours to mitigate. This clause does not excuse any obligation to pay Charges properly due. Where the event continues for more than 60 days, either party may terminate on written notice without exit fee, and Charges accrued to the date of termination remain payable.

22.2 Assignment and Change of Control of the Supplier. Neither party may assign this Agreement without the prior written consent of the other, not to be unreasonably withheld, save that either party may assign to a successor in title to substantially the whole of its business on written notice. Where the Supplier undergoes a Change of Control, the terms of this Agreement, including the price protection at clause 9 and the Initial Term, continue to bind the successor.

22.3 Change of Control of the Customer. Where the Customer undergoes a Change of Control, or acquires a portfolio or business bringing additional units under its management:

22.4 Subcontracting. The Supplier may subcontract performance but remains responsible for the acts and omissions of its subcontractors. Sub-processing of personal data is governed by clause 13.5.

22.5 Notices. Notices shall be in writing and sent to the address or email address stated for the receiving party at section 11 of the Order Form, or where none is stated to the registered office of the receiving party. Notice by email is deemed given on the next Working Day after transmission. Notices of termination shall additionally be sent by recorded post. A party may change its address for notices on 10 Working Days written notice to the other, without a variation to this Agreement.

22.6 Variation. No variation is effective unless in writing and signed by an authorised representative of each party, save as expressly permitted by clause 1.4.

22.7 Entire agreement. This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior proposals, representations and understandings, including any heads of terms, demonstration, proposal, response to a request for proposal or roadmap statement. Neither party has relied on any statement not set out in this Agreement, save in the case of fraud.

22.8 Waiver and severance. No failure or delay in exercising a right operates as a waiver. If any provision is held invalid, it shall be modified to the minimum extent necessary to make it enforceable and the remainder continues in force.

22.9 Third parties. No person other than a party has any right to enforce any term of this Agreement, save that an Affiliate listed in the Order Form has the benefit of clause 3.6.

22.10 Relationship. Nothing in this Agreement creates a partnership, joint venture or agency between the parties.

22.11 Anti-bribery and sanctions. Each party shall comply with applicable anti-bribery, anti-corruption and sanctions legislation.

22.12 Counterparts. The Order Form, by which this Agreement is executed, may be signed in counterparts and by electronic signature, each of which is an original and all of which together constitute one agreement.

23. Dispute resolution, governing law and jurisdiction

23.1 The parties shall attempt in good faith to resolve any dispute by escalation, first between the commercial contacts named at section 11 of the Order Form within 10 Working Days, then between a director of each party within a further 15 Working Days.

23.2 Where a dispute is not resolved by escalation, the parties shall consider mediation under the rules of a recognised Irish mediation body before commencing proceedings. Nothing in this clause prevents either party from seeking urgent injunctive relief.

23.3 This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of Ireland, and the parties submit to the exclusive jurisdiction of the courts of Ireland.

Schedule 1: Licensed Scope

This Schedule records the functional scope of the Platform and of the entitlements that may be selected in the Order Form, as at the Go-Live Date, so that both parties have a shared record of what was agreed rather than relying on module names alone. Modules developed and released as separately licensed products after the date of the Order Form are not automatically included, although the Customer will be offered them at the most favourable rate available to customers of a comparable size and term.

Part 1: Included in the base Subscription

• Property and renting module across the full tenancy lifecycle
• Finance module covering invoicing, payments, expenses and bank reconciliation
• Compliance module with statutory alerts, certificates and dashboard
• Reports hub with export to PDF and CSV
• Tenant portal, owner portal and contractor access
• Support and ticketing module with knowledge base
• Payment and accounting integrations, including open banking, direct debit and card
• Webhook notifications for payment and tenancy events
• AI assistant, as configured at the Go-Live Date, subject to the fair use allowance in the Order Form
• Platform updates and new releases throughout the term
• User accounts for Customer personnel as stated at section 8 of the Order Form

Part 2: Selectable entitlements

Each of the following applies only where the Order Form includes it.

Projects and Tasks.

Project creation from templates with task dependencies and milestones; Gantt and board views; assignment to users, teams or contractors; time logging with reporting; linking of projects and tasks to properties, tenancies and work orders.

White labelling.

Customer branding, colours and logo across all portals; custom domain for tenant, owner and contractor portals; branded outbound documents, statements and PDF templates; branded transactional email templates sent from a Customer domain.

REST API access.

Token authenticated access across the modules exposed by the public API; OpenAPI documentation and a sandbox environment; webhook subscriptions for payment, tenancy and maintenance events. Subject to the fair use allowances in the Order Form.

Student Accommodation module.

Per bed letting, guarantors, university nomination agreements and per bed void costing. Licensed separately unless the Order Form includes it.

Dedicated account manager and priority support.

A named individual as primary commercial and service contact, with a named alternate during absence; a scheduled monthly check in of up to 60 minutes; a quarterly business review covering usage, adoption, open items and roadmap; priority placement in the support queue and a documented escalation path to the Supplier’s leadership team. Delivered remotely during Irish business hours. On site attendance, bespoke development and additional training days are quoted separately at the day rate stated in the Order Form. Until the threshold stated in the Order Form is reached the Customer receives standard support with a named implementation lead through go-live and the first six months of operation.

Where the Supplier replaces or renames a module during the term, the successor product is provided at no additional licence charge provided it delivers Substantially the Functionality described above.

Schedule 2: Change Order template

A Change Order is agreed under clause 4.11. It takes effect subject to this Agreement.

Background and business need

What the Customer has asked for and why.

Scope of work

What the Supplier will do. Numbered and specific.

Out of scope

What is expressly not included. This section matters more than the one above.

Assumptions

Everything the estimate depends on, including the state of source data, availability of third party APIs and access to Customer systems.

Customer dependencies

Where a dependency is late, the lead time moves by at least the period of the delay.

Deliverables and acceptance

Deliverables are deemed accepted where the Customer neither accepts nor objects in writing within the acceptance period.

Price and payment

Lead time

Unless a firm date is committed above, lead times are estimates based on the Supplier’s resource position at the date of quotation, are not service levels, and do not give rise to service credits, set off or a right of termination.

Effect on the Agreement

Intellectual property

All intellectual property in the work vests in and remains the property of the Supplier under clause 4.18. The Supplier may incorporate it into the Platform and make it generally available to other customers. The Customer’s rights are those granted at clause 3.

Signature of the Change Order

The signature block below forms part of this Change Order template. It is completed only when a Change Order is agreed under clause 4.11, and it has nothing to do with the execution of this Agreement, which is dealt with at the end of this document.

End of Schedule 2.

Execution of this Agreement

These terms are not signed. There is no signature page in this document, and none is required.

This Agreement is a standard form published at rentalize.com/legal/msa. It is incorporated into the Order Form by clause 1.1A and takes effect on execution of that Order Form by both parties. The only signature page in the contract set is at section 15 of the Order Form, immediately below the key terms notice at section 14 of that document.

The two signature blocks that do appear elsewhere in the contract set are for different documents and are completed only in the circumstances stated:

• Schedule 2 above, for a Change Order agreed under clause 4.11.
• The execution annex to the Data Processing Agreement, completed only where section 12 of the Order Form provides that the Data Processing Agreement is to be executed as a signed annex.