Master Services Agreement

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Last updated 12 September 2025

Master Services Agreement

THIS AGREEMENT

BETWEEN:

(1) NOSTRA TECHNOLOGIES LIMITED, a company incorporated and registered in Ireland (registered number 430981) whose registered office is at 20D Beckett Way, Parkwest Business Campus, Dublin ( “Nostra”); and
(2) You the (Customer) a company incorporated and registered in Ireland.

RECITALS:

(A) Nostra is a provider of a wide range of IT services, including the supply of hardware, software, maintenance services and project services.
(B) The parties wish to enter into this Agreement in order to provide a contractual framework for the supply of such IT services by Nostra to the Customer. When the Customer requests services from Nostra, and Nostra is able to provide such services, the parties shall enter into a SOW, SLA or Quotation in respect of such services which will be governed by the terms of this Agreement.

NOW IT IS AGREED as follows:

1. Interpretation

1.1 Definitions
In this Agreement, unless the context requires otherwise:
“Business Day” means a day other than a Saturday or Sunday on which banks are generally open for business in Dublin.

“Charges” means the charges payable by the Customer to Nostra as set out in a SOW, SLA or Quotation.

“Claim” means any claim, demand, action or proceeding.

“Computer Virus” means any malware, undocumented malicious data, code, program, or other internal component (e.g. computer worm, computer time bomb or similar component), which could damage, destroy, alter or disrupt any computer program, firmware or hardware or which could, in any manner, reveal, damage, destroy, alter or disrupt any data or other information.

“Customer Representative” means the person (and any replacement) duly appointed by the Customer and notified in writing to Nostra to act as the Customer’s representative under this Agreement, or in default of notification any senior officer for the time being of the Customer.

“Data Protection Law” means all applicable data protection laws including the General Data Protection Regulation (Regulation (EU) 2016/679) and the Data Protection Act 2018.

“Defect” shall include, but shall not be limited to, any fault, error or omission in a Deliverable caused by design defect, faulty materials, bad workmanship or other reason or a failure to meet the applicable Specification.

“Deliverables” means all deliverables, including any Software, Hardware and Documentation, if applicable, to be provided by Nostra or a Third Party Supplier, as set out under a SOW, SLA or Quotation.

“Documentation” means all documents to be provided by Nostra under a SOW, SLA or Quotation.

“First Adjustment Date” means 1 January in SLA Year 2.

“Hardware” means all hardware to be provided by Nostra under a SOW, SLA or Quotation.

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights (to include any design, specification, ideas, know-how, techniques, documentation, software, reports that may be developed herein and/or supplied herein), in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

“Law” means any law applicable in Ireland (without further enactment) and shall include without limitation, common law, statute, statutory instrument, proclamation, bye-law, directive, decision, regulation, rule, order, notice, code of practice, code of conduct, rule of court, instruments, or delegated or subordinate legislation.
“Licensor Terms and Conditions” means any terms and conditions imposed by a Third Party Supplier in connection with the provision of a Deliverable, including under any Third Party Supplier Agreements.

“Loss” means any loss, damage, cost, expense, charge, fee or liability.

“Nostra Representative” means the person (and any replacement) duly appointed by Nostra and notified in writing to the Customer to act as Nostra’s representative under this Agreement, or in default of notification any senior officer for the time being of Nostra.

“Rate Card” means the rate card set out in the most recent SOW or SLA entered into under this Agreement;

“Service Levels” means the service levels which apply in respect of the Services, as set out in a SOW or SLA.

“Services” means all services to be provided by Nostra under a SOW, SLA or Quotation, including the provision of Deliverables.

“SLA” means a SLA, in the form set out in this Agreement, entered by the parties in accordance with clause 3.1.

“SLA Commencement Date” means the date of commencement of a SLA, as set out in the relevant SLA.

“SLA Year 2” means the 12 month period commencing on the first anniversary of the SLA Commencement Date.

“Software” means any computer software to be supplied by Nostra under a SOW, SLA or Quotation and shall include any replacements, modifications or additions of software supplied under a SOW, SLA or Quotation.

“SOW Commencement Date” means the date of commencement of a SOW, as set out in the relevant SOW.

“Specification” means a written specification in respect of a Deliverable.

“Statement of Work” or “SOW” means a statement of work, in the form set out in this Agreement, entered by the parties in accordance with clause 3.1.

“Third Party Supplier” means the third party supplier of Hardware, Software, Documentation, Services or other Deliverables.

“Third Party Supplier Agreement” has the meaning given to it in clause 4.1.

1.2 In this Agreement, unless the context requires otherwise:

(a) words importing the singular number shall include the plural number and vice versa;
(b) any reference to a “person” shall be construed as a reference to any individual, partnership, firm, trust, body corporate, government, governmental body, authority, emanation, agency or instrumentality, unincorporated body of persons or associations;
(c) save as otherwise provided herein any reference to a section, clause, paragraph or sub-paragraph shall be a reference to a section, clause, paragraph or sub-paragraph (as the case may be) of this Agreement and any reference in a clause or paragraph shall be a reference to the clause or paragraph in which the reference is contained unless it appears from the context that a reference to some other provision is intended;
(d) the provisions of any Schedules to this Agreement shall form an integral part of this Agreement and shall have as full effect as if they were incorporated in the body of this Agreement and the expressions “this Agreement” and “the Agreement” shall be deemed to include any Schedules to this Agreement;
(e) any reference in this Agreement and/or in the Schedules to any statute or statutory provision shall be deemed to include any statute or statutory provision which amends, extends, consolidates, re-enacts or replaces same, or which has been amended, extended, consolidated, re-enacted or replaced (whether before or after the date of this Agreement) by same and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute;
(f) any reference to an Irish legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than Ireland, be deemed to include a reference to what most nearly approximates in that jurisdiction to the Irish legal term;
(g) any words following the terms “including”, “include”, in particular, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
(h) any reference to “day” shall, unless otherwise stated, mean the period of time which begins with one midnight and ends with the next;
(i) all references to time of day shall be a reference to whatever time of day applies in Ireland; and
(j) the section headings and captions to the clauses in this Agreement are inserted for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of this Agreement.

1.3 For the avoidance of doubt, all Statements of Work, SLAs and Quotations (as more particularly described in clause 3 of this Agreement) will be governed by the terms and conditions of this Agreement. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any SOW, SLA or Quotation, unless specifically provided otherwise in the relevant SOW, SLA or Quotation, the terms and conditions of this Agreement shall prevail to the extent of such conflict.

2. Terms

2.1 Any Statement of Work shall commence on the relevant SOW Commencement Date and, unless terminated earlier in accordance with the terms of this Agreement, shall continue in accordance with the terms of the Statement of Work.

2.2 Any SLA shall commence on the relevant SLA Commencement Date and, unless terminated earlier in accordance with the terms of this Agreement, shall continue in accordance with the terms of the SLA.

2.3 Any Quotation shall commence on the date set out in the Quotation, and shall continue in accordance with the terms of the Quotation.

3. SOWs, SLAs and Service provision generally

3.1 This Agreement contains general terms for the provision of Deliverables and Services to the Customer by Nostra. The Customer may procure any Services and/or Deliverables by agreeing a SOW, SLA or Quotation with Nostra pursuant to this clause.

3.2 Each SOW or SLA shall be agreed in the following manner:
(a) the Customer shall ask Nostra to provide Deliverables and/or Services and provide Nostra with as much information as Nostra reasonably requests in order to prepare a draft SOW or SLA for the Deliverables and/or Services requested;
(b) following receipt of the information requested from the Customer, Nostra shall, as soon as reasonably practicable, either:
(i) inform the Customer that it declines to provide the requested Services or Deliverables; or
(ii) provide the Customer with a draft SOW or SLA;
(c) if Nostra provides the Customer with a draft SOW or SLA pursuant to clause 3.2(b)(ii), Nostra and the Customer shall discuss and seek to agree that draft SOW or SLA; and
(d) both parties shall sign the draft SOW or SLA when it is agreed.

3.3 Nostra may charge for the preparation of any SOW or SLA on a time and materials basis in accordance with Nostra’s standard daily fee rates as set out in the Rate Card.

3.4 The Parties agree that the Customer may procure additional Services and/or Deliverables from Nostra by indicating its agreement in writing (including by email) to the acceptance of a quotation provided by Nostra (the “Quotation”). In such circumstances, the Customer agrees that the Services and/or Deliverables are provided pursuant to the terms of this Agreement, and, without prejudice to the generality of the foregoing, the Customer is obliged to pay any Charges set out in the Quotation for the duration of the period set out therein.

3.5 Each SOW, SLA and Quotation entered into in accordance with this clause 3 shall be part of this Agreement and shall not form a separate contract to it.

3.6 In consideration of the payment by the Customer of the Charges in accordance with clause 7, Nostra shall supply the Services and Deliverables to the Customer in accordance with the terms of this Agreement and the provisions of the relevant SOW, SLA or Quotation.

3.7 Nostra shall ensure that the Services are performed in accordance with any applicable Service Levels.

3.8 Nostra shall provide sufficient trained, competent and suitable staff with the necessary qualifications, skills and experience to provide the Services.

4. Third Party Suppliers

4.1 Nostra will source and procure Deliverables and/or Services for supply to the Customer by Third Party Suppliers as required by the SOW, SLA or Quotation. The Customer shall enter into such agreements (including licences) as each Third Party Supplier requires in relation to the Deliverables that are supplied by that Third Party Supplier (“Third Party Supplier Agreements”).

4.2 The Parties acknowledge and agree that, except as expressly set out in this Agreement, Nostra shall not be liable or responsible for the acts or omissions of the Customer or the Third Party Suppliers in relation to the Third Party Supplier Agreements or the Deliverables and Services supplied under the Third Party Supplier Agreements.

5. Representatives

Each party shall appoint a representative for the purpose of this Agreement (the “Customer Representative” and the “Nostra Representative”, respectively), and shall notify the other party of any change in the identity of their representative.

6. Facilities to be Provided

6.1 Whenever necessary during the provision of the Services, the Customer shall provide for each employee and/or agent of Nostra engaged in work at the Customer’s premises, a suitable place of work and necessary supplies and amenities.

6.2 The Customer Representative shall afford to appropriate personnel of Nostra and its sub-contractors at all reasonable times, such access to the Customer’s premises as may be necessary for the performance of Nostra’s services hereunder.

7. Charges and Terms of Payment

7.1 Charges shall be invoiced by Nostra in accordance with the payment schedule set out in the relevant SOW, SLA or Quotation. Charges shall be paid by the Customer within thirty days of receipt of invoices. All hardware is billable at point of order. Point of order is issuing of a PO by customer to Nostra.

7.2 All sums payable to Nostra under this Agreement:
(a) are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and
(b) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7.3 The Charges under each SLA shall be increased by five per cent (5%) on 1 January each year, with effect from the First Adjustment Date.

7.4 If the Customer fails to pay any amount by its applicable due date under this Agreement, Nostra shall be entitled (but not obliged) to:
(a) charge the Customer interest on the overdue amount, from the due date up to the date of payment, at the rate of four per cent (4%) per annum; and/or
(b) suspend the provision of Services and/or Deliverables under any SOW, SLA or Quotation until payment has been made in full.

7.5 Except where this Agreement provides otherwise, each party shall pay its own costs relating to the negotiation, preparation, execution and implementation by it of this Agreement and of each document referred to in it.

8. Warranties And Representations

8.1 Nostra warrants that, save in respect of Services and Deliverables that are supplied under a Third Party Supplier Agreement, and unless otherwise set out in a SOW or SLA:
(a) the Services shall be provided by appropriately experienced, qualified and trained personnel and that the Services shall be provided with due skill, care and diligence;
(b) Deliverables shall perform in accordance with their Specification and shall be free from material defects in normal use for a period of ninety days from delivery; and
(c) Nostra shall use recognized industry standard virus scanners (updated with the then-most current virus signatures and data sets) to seek to ensure that any Software to be supplied under a SOW, SLA or Quotation shall be free from Computer Viruses at the time of delivery. If any Software is found to have contained a Computer Virus at the time of delivery, Nostra shall provide all reasonable assistance to the Customer in reducing the effects of the Computer Virus including the effects of any loss of operational efficiency and/or loss of data.

8.2 Each party warrants that:
(a) it has the power and authority to enter into this Agreement and perform its obligations hereunder; and
(b) it shall comply with all applicable Law to that extent that such Law affects the performance of its obligations under this Agreement.

8.3 The Customer shall give notice to Nostra as soon as practicable upon becoming aware of any breach of the warranty in clause 8.1(a) or 8.1(b), but in any event within 30 days of becoming aware of such breach. Nostra shall after receipt of notice of a breach of the warranty in clause 8.1(a) or 8.1(b) remedy same by re-performing the relevant Services or by the correction of any errors or Defects so as to ensure that the relevant Deliverable complies with the requirements of clause 8.1(a) or 8.1(b). This shall be the Customer’s sole and exclusive remedy for breach of the warranties in clause 8.1(a) or 8.1(b).

8.4 To the maximum extent permitted by Law and except for the express warranties in this Agreement, Nostra provides the Deliverables and Services on an “as-is” basis. Nostra disclaims and makes no other representation or warranty of any kind, express, implied or statutory, including representations, guarantees or warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, or accuracy.

9. Limitation of Liability

9.1 Nostra does not limit its liability relating to death or personal injury caused by the negligence of Nostra, breach of this Agreement by virtue of fraud or wilful default, or any other liability that cannot be limited or excluded by Law,

9.2 Subject to clause 9.1, Nostra’s liability for any Claim whether in contract, tort (including negligence) or otherwise, for any Loss, arising out of, or in connection with, this Agreement or otherwise shall in no case exceed [one hundred and fifty per cent (150%)] of the sums paid by the Customer in the previous 12 months under the SOW, SLA or Quotation to which the Claim relates.

9.3 Nostra will not be liable in any circumstances for any damages or costs incurred because of loss of time, loss of savings, loss of data, loss of profits, loss of business, loss of or damage to goodwill, or any special, incidental, indirect or consequential damages.

9.4 The Customer agrees that it will not bring any Claim against Nostra after one year from the earlier of the date the Customer: (a) became aware of the event or circumstances giving rise to the Claim, or (b) should, with reasonable diligence, have been so aware.

10. Intellectual Property Rights

10.1 All Intellectual Property Rights and all other rights in the Services and Deliverables shall be owned by Nostra or its licensors. Nostra grants a limited, non-exclusive, non-transferable licence to the Customer to enable the Customer to make use of the Deliverables and the Services provided under each SOW, SLA or Quotation, subject to any limitations set out in the relevant SOW, SLA or Quotation and any Licensor Terms and Conditions.

10.2 Nostra shall indemnify and keep indemnified the Customer from and against any and all Claims and Losses arising from or incurred by reason of any infringement or alleged infringement of any third party Intellectual Property Rights in consequence of the use or possession of the Deliverables or the supply of the Services (or any part thereof) by Nostra under this Agreement, subject to the following:
(a) the Customer shall promptly notify Nostra in writing of any alleged infringement of which it has notice;
(b) the Customer must not make any admissions without Nostra’s prior written consent;
(c) the Customer, at Nostra’s request and expense, shall allow Nostra to conduct any negotiations or litigation and/or settle any Claim. The Customer shall give Nostra all reasonable assistance. The costs incurred or recovered in such negotiations or settled Claim shall be for Nostra’s account; and
(d) Nostra will not indemnify the Customer for the Customer’s use or possession of the Deliverables and Services otherwise than in accordance with this Agreement.

10.3 If at any time an allegation of infringement of Intellectual Property Rights is made in respect of the Deliverables and/or the Services (or any part thereof) or, if in Nostra’s reasonable opinion such an allegation is likely to be made, Nostra may at its own expense modify or replace the Deliverables and/or the Services (or any part thereof) so as to avoid the infringement, without detracting from overall performance, with Nostra making good to the Customer any loss of use during modification or replacement.

10.4 The indemnity in clause 10.2 shall not extend to Claims and Losses that arise from the act, omission or negligence of a Third Party Supplier or to Deliverables or Services which are procured by Nostra on behalf of the Customer and which are supplied to the Customer pursuant to a Third Party Supplier Agreement.

11. Termination

11.1 A party (the “Initiating Party”) may terminate this Agreement and/or any SOW, SLA or Quotation with immediate effect by written notice to the other party (the “Defaulting Party”) on or at any time after the occurrence of one or more of the events specified in clause 11.2 in relation to the Defaulting Party.

11.2 Each of the following shall be an Event of Default:

(a) Default
The Defaulting Party being in material breach of this Agreement or any SOW, SLA or Quotation and, if the material breach is capable of remedy, failing to remedy the breach within thirty days starting on the day after receipt of written notice from the Initiating Party giving full details of the breach and requiring the Defaulting Party to remedy the breach; or
(b) Insolvency
(i) a petition is presented or an order is made or a resolution is passed for the winding-up of the Defaulting Party (unless such order or resolution is part of voluntary scheme for the reconstruction or amalgamation of the party as a solvent corporation and the resulting corporation, person, undertakes to be bound by this Agreement); or
(ii) any action is taken by its officers or any other person for the winding-up, dissolution or striking off of the Defaulting Party; or
(iii) the Defaulting Party becomes insolvent or is unable to pay its debts as they fall due or the Defaulting Party stops or threatens to stop making payments generally or declares or threatens to declare a moratorium with respect to all or any part of its debts or enters into any composition or other arrangement with its creditors generally; or
(iv) any action is taken by any person to appoint a receiver, administrator, administrative receiver, examiner, trustee, or similar officer of the Defaulting Party or any property or assets of the Defaulting Party or any such receiver, administrator, administrative receiver, examiner, trustee, or similar officer is appointed; or
(v) anything analogous to any of the foregoing events occurs in any applicable jurisdiction; or
(c) Cessation of Business
The Defaulting Party ceases or threatens to cease to carry on business.

11.3 Consequences of Termination of a SOW, SLA or Quotation
(a) Termination of any SOW, SLA or Quotation shall not affect any other SOW, SLA or Quotation or this Agreement.
(b) Each party’s further rights and obligations under a SOW, SLA or Quotation cease immediately on termination of the SOW, SLA or Quotation, but termination of a SOW, SLA or Quotation shall not prejudice any rights of either party which may have arisen on or before the date of termination or any provisions which expressly or by implication have effect after termination.
(c) Upon the termination of a SOW, SLA or Quotation, if the Customer has paid any Charges in advance, those Charges shall be non-refundable in all circumstances.

11.4 Consequences of Termination of this Agreement
Each party’s further rights and obligations under this Agreement cease immediately on termination of this Agreement, but termination of this Agreement shall not prejudice:
(a) any rights of either party which may have arisen on or before the date of termination or any provisions which expressly or by implication have effect after termination; or
(b) any SOW or SLA then in force at the date of such termination, which shall continue in full force and effect for the remainder of the term of such SOW or SLA, unless earlier terminated in accordance with the terms of this Agreement.

11.5 Exit Management
On termination or expiry of any SOW, SLA or Quotation, or in anticipation of such termination or expiry, the parties may agree that Nostra will provide certain services in connection with the transfer of relevant Services to the Customer or a replacement service provider and/or the provision of data or documentation held by Nostra on behalf of the Customer (the “Off-boarding Services”). The parties agree that:
(a) the Off-boarding Services will be provided subject to the terms of this Agreement, notwithstanding that it may have otherwise terminated;
(b) the fee payable for the Off-boarding Services shall be calculated in accordance with the Rate Card (the “Off-boarding Fee”);
(c) the Off-boarding Fee shall be payable in advance by the Customer, in accordance with the relevant provisions of clause 7;
(d) Nostra shall not be obliged to provide any Off-Boarding Services where any invoice issued to the Customer remains outstanding (including the invoice for the Off-Boarding Fee.

12. Transfer of Undertakings

12.1 It is not anticipated by the parties that the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003 (as amended) (the “Regulations”) will apply on the commencement of any SOW, SLA or Quotation such that employees currently providing the Services or part of the Services will transfer to Nostra. If, notwithstanding such obligation, the Regulations apply to transfer the employment of any person employed by the Customer (or its previous service providers) to Nostra (“the Transferring Employees”), then the Customer shall indemnify and keep indemnified Nostra against all Liabilities which Nostra may suffer or incur arising out of or in connection with the deemed transfer of Transferring Employees under the Regulations, including, if applicable, the termination of the Transferring Employees’ employment by Nostra following the transfer or the termination of the employment of another employee of Nostra where Nostra is required by law to terminate the employment of the other employee instead.

12.2 It is not anticipated by the parties that the Regulations shall apply on termination of any SOW, SLA or Quotation.

12.3 For the purposes of clause 12.1 “Liabilities” means costs (including the cost of wages, salaries and other remuneration or benefits), expenses, taxation, PRSI payments, health contributions, levies, losses, claims, damages, demands, actions, fines, penalties, awards, liabilities and expenses (including legal expenses on an indemnity basis), in each case howsoever arising.

13. Data Protection

13.1 The parties acknowledge that in providing the services under a SOW, SLA or Quotation, Nostra may process personal data within the meaning set out in Data Protection Law on behalf of the Customer. In such circumstances, the SOW, SLA or Quotation shall record that personal data will be processed by Nostra in relation to the provision of the Services and the parties agree that:
(a) Nostra processes the following types of personal data [phone numbers, email addresses, postal addresses] on behalf of the Customer as necessary for the performance of its obligations under this Agreement and the relevant SOW, SLA or Quotation for the duration of the term. The obligations and rights of the Customer shall be as set out in this Agreement and the relevant SOW, SLA or Quotation.
(b) Nostra will only process such personal data in accordance with the documented instructions of the Customer, including with regard to transfers of personal data to a third country and solely as strictly necessary for the performance of its obligations under this Agreement and the relevant SOW, SLA or Quotation;
(c) Nostra shall ensure that the persons authorised by Nostra to process such personal data are bound by appropriate confidentiality obligations;
(d) Nostra shall implement such technical and organisational security measures as are required to comply with the data security obligations under Data Protection Law;
(e) Nostra shall be authorised to engage sub-processors without the prior written consent of the Customer, and shall make the details of such sub-processors available to the Customer on request together with details of any amendments or additions;
(f) where any sub-processor of Nostra will be processing such personal data on behalf of the Customer, Nostra shall ensure that a written contract exists between Nostra and the sub-processor containing clauses that comply with the requirements set out under Data Protection Law. In the event that any sub-processor fails to meet its data protection obligations, Nostra shall remain fully liable to the Customer for the performance of the sub-processor’s obligations;
(g) Nostra shall inform the Customer without undue delay in the event of receiving a request from a data subject to exercise their rights under Data Protection Law and provide such co-operation and assistance as may be required to enable the Customer to deal with such request in accordance with the provisions of Data Protection Law;
(h) Nostra shall assist the Customer by implementing appropriate technical and organisational measures to allow the Customer to comply with requests from data subjects to exercise their rights under Data Protection Law;
(i) Nostra shall assist the Customer in ensuring compliance with the Customer’s obligations in respect of security of personal data, data protection impact assessments and prior consultation requirements under Data Protection Law;
(j) when Nostra ceases to provide services relating to data processing, Nostra shall: (i) at the choice of the Customer, delete or return all such personal data to the Customer; and (ii) delete all existing copies of such personal data unless EU law or the laws of an EU Member State require storage of the personal data;
(k) Nostra shall: (i) make available to the Customer all information necessary to demonstrate compliance with the obligations laid down in this clause 13.1; and (ii) allow for and assist with audits, including inspections, conducted by the Customer or another auditor mandated by the Customer, in order to ensure compliance with the obligations laid down in this clause 13.1, including its data security obligations under Data Protection Law, provided however that the Customer shall be entitled, at its discretion, to accept adherence by Nostra to an approved code of conduct or an approved certification mechanism to aid demonstration by Nostra that it is compliant with the provisions of this clause 13.1;
(l) Nostra shall inform the Customer without undue delay if, in its opinion, it receives an instruction from the Customer which infringes Data Protection Law;
(m) Nostra shall notify the Customer without undue delay after becoming aware of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed and provide the Customer with such co-operation and assistance as may be required to mitigate against the effects of, and comply with any reporting obligations which may apply in respect of, any such breach; and
(n) no such personal data shall be transferred outside of the European Economic Area by Nostra or any of its agents or sub-processors without the prior written consent of the Customer, which consent may be subject to terms and conditions (including, without limitation, that the data importer enters into model clauses in the form approved by the European Commission and, where relevant, complies with the provisions regarding sub-processors contained in such model contracts in respect of any sub-processors). Nostra shall comply with the requirements of Data Protection Law in respect of transfers of such personal data outside of the European Economic Area, to the extent that the Customer consents to any such transfer.

14. Confidentiality

14.1 In this clause 14, “Confidential Information” means all information disclosed (whether in writing, orally or by another means and whether directly or indirectly and whether specifically designated as ‘confidential’ or which ought reasonably be regarded as confidential) under or in connection with this Agreement by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) whether before, on or after the Effective Date including, without limitation, information relating to the Disclosing Party’s products, services, operations, processes, plans or intentions, product information, know-how, design rights, trade secrets, market opportunities and business affairs.

14.2 During the term of this Agreement and after termination or expiration of this Agreement for any reason the Receiving Party:
(a) will not use Confidential Information of the Disclosing Party for a purpose other than the performance of its obligations or exercise or enforcement of its rights under this Agreement;
(b) will not disclose Confidential Information of the Disclosing Party to a person except with the prior written consent of the Disclosing Party other than in accordance with clauses 14.3 and 14.4; and
(c) shall make every effort to prevent the unauthorised use or disclosure of Confidential Information.

14.3 The Receiving Party may disclose Confidential Information of the Disclosing Party to any of its directors, officers, employees or advisers (a “Recipient”) to the extent that disclosure is reasonably necessary for the purposes of this Agreement. The Receiving Party shall ensure that a Recipient is made aware of and complies with the Receiving Party’s obligations of confidentiality under this Agreement.

14.4 The obligations in this clause shall not apply to the extent that:
(a) the disclosure of Confidential Information is required by the law of any relevant jurisdiction or pursuant to an order of a court of competent jurisdiction;
(b) the information is disclosed on a strictly confidential basis to the professional advisers, auditors and bankers of that party;
(c) the information has come into the public domain through no fault of that party;
(d) the information was in the possession of the Receiving Party before such disclosure by the Disclosing Party, as aforesaid;
(e) the information was obtained by the Receiving Party from a third party who was free to divulge the same; or
(f) the Disclosing Party has given prior written approval to the Receiving Party in respect of the disclosure, such approval not to be unreasonably withheld or delayed.

14.5 The obligations of both parties as to disclosure and confidentiality shall continue in force for a period of three years following the termination of this Agreement.

15. Force Majeure

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement (except for any payment obligations) if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances notice of such event shall be provided to the non-affected party and the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 30 days or more, the party not affected may terminate this agreement by giving seven days’ written notice to the affected party.

16. Title and Risk

16.1 Risk in Hardware shall pass to the Customer on delivery.

16.2 Title to Hardware shall not pass to the Customer until Nostra receives payment in full (in cash or cleared funds) for the Hardware and all other sums that are due to Nostra from the Customer on any account, in which case title to Hardware shall pass at the time of payment of all such sums.

16.3 At any time before title to the Hardware passes to the Customer, Nostra may require the Customer to deliver up all the Hardware in its possession, and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the relevant Hardware are stored in order to recover them.

17. Non-Solicitation

17.1 During the term of this Agreement and for a period of twenty four months thereafter, in order to protect Nostra’s legitimate commercial interests in preserving its skilled and experienced specialist workforce, the Customer shall not on its own behalf or on behalf of any person directly or indirectly entice or endeavour to entice away from Nostra or any company in its group, any employee who was at any time during the term of this Agreement directly involved in the supply of the Services.

17.2 In the event of any breach of clause 17.1 by the Customer, the Customer shall promptly pay to Nostra as liquidated damages a sum equal to one hundred per cent (100%) of the annual compensation payable by the Customer to the person so hired.

18. Assignment and Sub-Contracting

18.1 The Customer shall not be entitled to assign, transfer, or novate this Agreement or any SOW, SLA or Quotation or any rights or obligations under this Agreement or any SOW, SLA or Quotation without the prior written consent of Nostra.

18.2 Nostra may assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement at its discretion.

19. Dispute Resolution

19.1 Any dispute arising out of or in connection with this Agreement shall be referred at first instance to the Customer Representative and Nostra Representative, and then to more senior representatives, who shall each endeavour acting reasonably to resolve the dispute.

19.2 Nothing in this Agreement shall prevent either party from seeking injunctive or other relief in a court of law to protect or enforce its legal rights.

19.3 Each party shall continue to perform its obligations under this Agreement notwithstanding any dispute or the implementation of the procedures set out in this clause 19.

20. Publicity

With the prior written consent of the Customer only, Nostra may make public references to the Customer being a client, including on its website, and may refer to the Customer as a client in its advertising literature, presentations and tender documents.

21. Notices

21.1 Notices or other communications given pursuant to this Agreement shall be in writing and shall be sufficiently given:
(a) if delivered by hand or sent by post to the address and for the attention of the person set forth in this clause of the party to which the notice or communication is being given or to such other address and for the attention of such other person as such party shall communicate to the party giving the notice or communication; or
(b) if sent by email to the correct email address of the party to which it is being sent.

21.2 Any notice, or communication, given or sent by post under this clause, shall be sent by ordinary post and each person giving a notice or communication by email in accordance with this clause shall promptly post the original copy to the person to whom the notice or communication was given but the absence of such posting shall not affect the validity of the notice or communication.

21.3 Any notice, or communication, given or sent by post under this clause, shall be sent by registered post and every notice or communication given in accordance with this clause shall be deemed to have been received as follows:
Means of Dispatch Deemed Received;
Delivery by hand: the day of delivery;
Post: three Business Days after posting; and
Email twenty-four hours after the email leaves the sender’s email server
Provided that if, in accordance with the above provisions, any such notice or other communication would otherwise be deemed to be given or made outside working hours (being 9 a.m. to 5 p.m. on a Business Day) such notice or other communication shall be deemed to be given or made at the start of working hours on the next Business Day.

21.4 The relevant addressee, address and email Address of each party for the purposes of this Agreement, subject to clause 21.5 are:
Name of Party Address / Telephone Number / Email
Nostra FAO:
E-Mail:
Phone No:

(Customer) FAO:
E-Mail:
Phone:

21.5 Each party shall notify the other of a change to its name, relevant addressee, address or email address for the purposes of clause 21.4. Such notification shall only be effective on:
(a) the date specified in the notification as the date on which the change is to take place; or
(b) if no date is specified or the date specified is less than five Business Days after the date on which notice is given, the date falling five Business Days after notice of any such change has been given.

22. General

22.1 This Agreement, and any documents referred to in it, constitute the entire agreement between the parties with respect to their subject matter, supersede any previous drafts, arrangements, understandings or agreements between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on and shall have no remedies in respect of, any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

22.2 A variation of this Agreement or any SOW, SLA or Quotation is valid only if it is in writing and signed by or on behalf of each party.

22.3 Except where this Agreement provides otherwise the rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law.

22.4 A failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of that right or remedy or the exercise of another right or remedy.

22.5 This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which, when executed and delivered, shall constitute but one and the same instrument.

22.6 Each party expressly consents to the electronic execution of this Agreement, to the provision of any information in connection with this Agreement by electronic means, and to the retention and use of the executed Agreement as an electronic original. Each party also confirms that any electronic signature inserted on this Agreement by (or on behalf of) such party was inserted by the relevant signatory for the purpose of signing and authenticating this Agreement.

22.7 Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the parties hereto.

22.8 If at any time any provision of this Agreement (or any part of a provision of this Agreement) is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair:
(a) the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement (including the remainder of a provision, where part thereof has become illegal, invalid or unenforceable); or
(b) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.

23. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Ireland and, subject to clause 19, the parties hereto submit to the exclusive jurisdiction of the Irish Courts for the resolution of disputes arising in respect of or in connection with this Agreement.