1. DEFINITIONS

In these Terms and Conditions (“Terms”), unless the context otherwise requires:

“Acceptance” means the Client’s written confirmation that a Deliverable conforms to the Acceptance Criteria, or deemed acceptance in accordance with these Terms.

“Acceptance Criteria” means the functional or technical requirements against which a Deliverable will be evaluated, as set out in the applicable Statement of Work.

“Agreement” means these Terms together with any Statement of Work, quotation, proposal, or written agreement accepted by the Client.

“Business Day” means any day other than a Saturday, Sunday, or public holiday in Ireland.

“Change Order” means a written document agreed by both Parties amending the scope, fees, timeline, or other terms of a Statement of Work.

“Client” means the entity or individual engaging Immersify Ltd. for Services.

“Client Materials” means all data, content, documentation, system access, credentials, and other materials provided by the Client to Immersify Ltd.

“Deliverables” means the outputs, configurations, documentation, systems, workflows, or other work product to be delivered as part of the Services.

“Fees” means the charges payable by the Client for the Services.

“Go-Live” means the point at which the relevant system, configuration, workflow, or solution is made available for production use by the Client.

“Immersify”, “Provider”, “we”, “us”, or “our” means Immersify Ltd., a company incorporated in Ireland.

“Services” means technology consulting, implementation, configuration, integration, training, support, and related professional services provided by Immersify Ltd.

“Statement of Work” or “SOW” means any written document, quote, proposal, or project scope agreed between the Parties describing the Services, Deliverables, Fees, timelines, and project-specific terms.

“Third-Party Software” means software, platforms, or services owned or operated by third parties, including but not limited to Zoho.

2. APPLICATION OF THESE TERMS

2.1 These Terms apply to all Services provided by Immersify Ltd. unless expressly agreed otherwise in writing.

2.2 By signing a Statement of Work, accepting a quotation, paying an invoice, or instructing Immersify Ltd. to commence Services, the Client agrees to be bound by these Terms.

2.3 Each Statement of Work incorporates these Terms by reference.

2.4 In the event of conflict between these Terms and a Statement of Work, the Statement of Work shall prevail only to the extent of the inconsistency.

3. SCOPE OF SERVICES

3.1 Immersify Ltd. shall provide the Services and Deliverables described in the applicable Statement of Work.

3.2 Services may include, but are not limited to:

• • Zoho implementation and configuration
  • Zoho Apps setup and optimisation
  • Data preparation and migration support
  • Workflow and automation configuration
  • System integrations
  • Reporting and dashboards
  • Training and go-live support
  • Ongoing support, where separately agreed

3.3 Immersify Ltd. is not required to perform any work not expressly included in the applicable Statement of Work.

4. STATEMENT OF WORK

4.1 Each project or engagement shall be defined in a Statement of Work.

4.2 A Statement of Work may include:

• • Project overview
  • Scope of Services
  • Deliverables
  • Timeline and milestones
  • Fees and payment schedule
  • Client responsibilities
  • Assumptions
  • Exclusions
  • Acceptance Criteria

4.3 A Statement of Work becomes binding when signed, accepted by email, approved in writing, or when the Client pays an invoice referencing the Statement of Work.

5. CHANGE MANAGEMENT

5.1 Any request to change the agreed scope, timeline, deliverables, or assumptions must be agreed in writing.

5.2 Immersify Ltd. may assess the impact of the requested change on cost, timeline, and resources.

5.3 Out-of-scope work will not be performed unless agreed through a Change Order, revised Statement of Work, or other written approval.

5.4 If the Client requests Immersify Ltd. to proceed with additional work before formal documentation is completed, such work may be charged at Immersify Ltd.’s standard hourly rate.

5.5 Immersify Ltd. reserves the right to decline any change request that is not commercially or technically feasible.

6. FEES, INVOICING, AND PAYMENT TERMS

6.1 The Client shall pay the Fees set out in the applicable Statement of Work.

6.2 Unless otherwise stated in the Statement of Work, payment terms shall be:

• • 50% of the total project Fees payable upfront before project commencement; and
  • 50% of the total project Fees payable upon project completion, prior to Go-Live, final handover, or delivery of final Deliverables.

6.3 For ongoing support, retained services, or time-and-materials engagements, invoices may be issued monthly in advance or monthly in arrears, as specified in the Statement of Work.

6.4 All invoices are payable within fifteen (15) calendar days of the invoice date unless otherwise agreed in writing.

6.5 All Fees are stated in Euro (€) and are exclusive of VAT and any applicable taxes, unless expressly stated otherwise.

6.6 Immersify Ltd. is not required to commence work until the upfront payment has been received.

6.7 If any invoice remains unpaid after the due date, Immersify Ltd. may:

• • Charge interest on overdue amounts in accordance with applicable Irish late payment legislation;
  • Suspend Services until payment is received;
  • Extend project timelines accordingly; and
  • Recover reasonable collection costs, including legal costs where applicable.

6.8 The Client shall pay all invoices without set-off, deduction, counterclaim, or withholding.

6.9 For ongoing or multi-year engagements, Immersify Ltd. reserves the right to increase Fees by up to 5% annually, with prior written notice.

7. CLIENT RESPONSIBILITIES

7.1 The Client acknowledges that Immersify Ltd.’s ability to perform the Services depends on the Client’s cooperation.

7.2 The Client shall:

• • Provide timely access to systems, data, accounts, users, and stakeholders;
  • Assign a project owner with authority to make decisions;
  • Provide accurate and complete information;
  • Review and approve Deliverables within agreed timeframes;
  • Maintain required software licences and subscriptions;
  • Ensure that Client Materials do not infringe third-party rights;
  • Perform testing where required;
  • Comply with applicable laws and data protection obligations.

7.3 Immersify Ltd. shall not be liable for delays, additional costs, or project issues caused by the Client’s failure to meet these responsibilities.

7.4 Where Client delays impact delivery, Immersify Ltd. may revise timelines and charge for additional work or remobilisation time.

8. DELIVERY AND TIMELINES

8.1 Immersify Ltd. shall use reasonable efforts to meet the timelines set out in the Statement of Work.

8.2 All timelines are estimates unless expressly stated to be fixed deadlines.

8.3 Timelines may be extended where delays are caused by:

• • Client delays or lack of response;
  • Changes in scope;
  • Missing or inaccurate data;
  • Third-party software issues;
  • Delayed approvals;
  • Non-payment;
  • Force majeure events.

8.4 Immersify Ltd. shall not be liable for losses arising from delays outside its reasonable control.

9. OUT OF SCOPE WORK

9.1 Unless expressly included in the Statement of Work, the following are excluded:

• • Data cleansing, deduplication, or restructuring;
  • Custom development or scripting;
  • Integrations not listed in the Statement of Work;
  • Third-party licence fees or subscriptions;
  • Hardware procurement or support;
  • Ongoing support after Go-Live;
  • Training beyond agreed sessions;
  • Rework caused by Client changes after approval;
  • Work required due to changes in third-party platforms, APIs, or policies;
  • Redesign of business processes not included in scope.

9.2 Any out-of-scope work shall require a Change Order, separate Statement of Work, or written approval and may be charged separately.

10. ACCEPTANCE OF DELIVERABLES

10.1 Upon delivery of a Deliverable, the Client shall review it within five (5) Business Days unless another review period is specified in the Statement of Work.

10.2 If the Deliverable meets the agreed requirements, the Client shall confirm acceptance in writing.

10.3 If the Deliverable does not materially meet the agreed requirements, the Client must notify Immersify Ltd. in writing during the review period, clearly identifying the issue.

10.4 Immersify Ltd. shall use reasonable efforts to correct valid issues and resubmit the Deliverable for review.

10.5 If the Client does not provide written feedback within the review period, the Deliverable shall be deemed accepted.

10.6 Minor issues that do not materially affect functionality shall not prevent acceptance, provided Immersify Ltd. agrees to resolve them within a reasonable timeframe.

10.7 Acceptance does not remove the Client’s obligation to pay outstanding Fees.

11. SUPPORT AND WARRANTY

11.1 Unless otherwise specified in the Statement of Work, Immersify Ltd. provides two (2) weeks of post-Go-Live support for issues directly related to the agreed implementation.

11.2 Ongoing support beyond the post-Go-Live period shall be provided only under a separate support agreement or support plan. The level of support, scope of services, response times, and included hours will depend on the support package selected by the Client (e.g., Basic, Premium, or All-Inclusive).

12. INTELLECTUAL PROPERTY

12.1 The Client retains ownership of all Client Materials.

12.2 Immersify Ltd. retains ownership of its pre-existing materials, templates, frameworks, methodologies, know-how, tools, libraries, processes, and general expertise.

12.3 Subject to full payment of all Fees due under the applicable Statement of Work, the Client shall own the Deliverables specifically created for the Client.

12.4 To the extent Deliverables include Immersify Ltd. materials, Immersify Ltd. grants the Client a non-exclusive, perpetual licence to use those materials solely as part of the Deliverables.

12.5 Immersify Ltd. may reuse general knowledge, techniques, ideas, methodologies, and experience gained during the project, provided this does not disclose the Client’s confidential information.

12.6 No intellectual property rights transfer to the Client until all applicable Fees have been paid in full.

13. CONFIDENTIALITY

13.1 Each Party shall keep the other Party’s confidential information secure and shall not disclose it without prior written consent.

13.2 Confidential information may be shared with employees, contractors, advisers, or service providers who need access for the purposes of performing the Agreement and who are bound by confidentiality obligations.

13.3 Confidentiality obligations do not apply to information that:

• • Is publicly available through no fault of the receiving Party;
  • Was already known before disclosure;
  • Is independently developed without use of the confidential information;
  • Is lawfully obtained from a third party;
  • Must be disclosed by law or court order.

13.4 Confidentiality obligations shall survive termination of the Agreement for three (3) years.

14. DATA PROTECTION

14.1 The Parties shall comply with applicable data protection laws, including GDPR.

14.2 Where Immersify Ltd. processes personal data on behalf of the Client, the Client shall act as controller and Immersify Ltd. shall act as processor, unless otherwise agreed.

14.3 Immersify Ltd. shall process personal data only as required to provide the Services and in accordance with the Client’s documented instructions.

14.4 Immersify Ltd. shall implement appropriate technical and organisational measures to protect personal data.

14.5 The Client is responsible for ensuring that it has the legal right to provide personal data to Immersify Ltd. for the purposes of the Services.

14.6 Where required, the Parties may enter into a separate Data Processing Agreement.

15. THIRD-PARTY SOFTWARE

15.1 The Services may involve third-party software, including Zoho products and related platforms.

15.2 The Client is responsible for obtaining and maintaining all required licences, subscriptions, permissions, and access rights.

15.3 Immersify Ltd. is not responsible for:

• • Third-party software outages;
  • Platform errors or bugs;
  • Changes to third-party features, APIs, pricing, or terms;
  • Loss or corruption of data within third-party systems;
  • Third-party security incidents;
  • Client misuse or misconfiguration after handover.

15.4 Any work required due to third-party software changes may be charged separately.

16. LIMITATION OF LIABILITY

16.1 To the maximum extent permitted by law, Immersify Ltd.’s total liability under or in connection with a Statement of Work shall not exceed the total Fees paid by the Client under that Statement of Work.

16.2 Neither Party shall be liable for:

• • Loss of profits;
  • Loss of revenue;
  • Loss of business;
  • Loss of anticipated savings;
  • Loss of goodwill;
  • Indirect, incidental, special, punitive, or consequential damages.

16.3 Immersify Ltd. shall not be liable for issues caused by:

• • Incorrect, incomplete, or poor-quality Client data;
  • Client changes made after delivery;
  • Third-party software or systems;
  • Failure by the Client to follow advice, training, or documentation;
  • Lack of Client testing or approval delays.

16.4 Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited under Irish law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

17. TERMINATION

17.1 Either Party may terminate an Agreement or Statement of Work if the other Party materially breaches its obligations and fails to remedy the breach within thirty (30) days of written notice.

17.2 Immersify Ltd. may terminate or suspend Services where Fees remain unpaid after the due date.

17.3 The Client may not terminate a fixed-fee project to avoid payment for work already performed.

17.4 Upon termination:

• • The Client shall pay all Fees for work completed up to the termination date;
  • The Client shall pay for any approved out-of-scope work or work in progress;
  • Immersify Ltd. shall provide Deliverables paid for in full;
  • Any unpaid Deliverables may be withheld until payment is received.

17.5 Sections relating to payment, confidentiality, intellectual property, data protection, limitation of liability, and governing law shall survive termination.

18. SUSPENSION OF SERVICES

18.1 Immersify Ltd. may suspend Services if:

• • Any invoice remains unpaid after the due date;
  • The Client fails to provide required access, information, or approvals;
  • Continuing the Services would create legal, security, or regulatory risk;
  • The Client materially breaches these Terms.

18.2 Immersify Ltd. shall not be liable for delays or losses resulting from suspension.

18.3 Timelines shall be extended by the duration of the suspension and any remobilisation period.

19. NON-SOLICITATION

19.1 During the term of the engagement and for twelve (12) months thereafter, the Client shall not directly solicit, recruit, or employ any employee, contractor, or consultant of Immersify Ltd. involved in providing the Services without prior written consent.

19.2 This does not apply to general recruitment campaigns not targeted at Immersify Ltd. personnel.

20. FORCE MAJEURE

20.1 Neither Party shall be liable for delay or failure to perform its obligations, other than payment obligations, where caused by events beyond its reasonable control.

20.2 Such events may include natural disasters, war, terrorism, civil unrest, pandemics, strikes, government action, internet failures, power outages, cyberattacks, or failures of third-party infrastructure.

20.3 If a force majeure event continues for more than sixty (60) days, either Party may terminate the affected Statement of Work, provided all Fees for work completed remain payable.

21. INDEPENDENT CONTRACTOR

21.1 Immersify Ltd. acts as an independent contractor.

21.2 Nothing in these Terms creates an employment, agency, partnership, or joint venture relationship between the Parties.

21.3 Neither Party has authority to bind the other without written consent.

22. ASSIGNMENT

22.1 The Client may not assign or transfer its rights or obligations without Immersify Ltd.’s prior written consent.

22.2 Immersify Ltd. may assign or transfer its rights or obligations to an affiliate, successor, or purchaser of its business.

23. ENTIRE AGREEMENT

23.1 These Terms and the applicable Statement of Work constitute the entire agreement between the Parties.

23.2 They supersede all prior discussions, proposals, representations, and understandings relating to the Services.

23.3 Any Client purchase order or similar document shall be for administrative purposes only and shall not override these Terms unless expressly agreed in writing.

23.4 Any amendment must be agreed in writing by both Parties.

24. NOTICES

24.1 Formal notices must be provided in writing by email, registered post, courier, or personal delivery.

24.2 Notices shall be sent to the contact details set out in the applicable Statement of Work or otherwise notified in writing.

24.3 Routine project communications may be sent by email and do not require formal notice procedures.

25. GOVERNING LAW AND JURISDICTION

25.1 These Terms and any Agreement shall be governed by the laws of Ireland.

25.2 The courts of Ireland shall have exclusive jurisdiction over any dispute arising from or in connection with these Terms, any Statement of Work, or the Services.