The Client hereby appoints Boundless to provide the Services to the Client for the Term in the Territories in accordance with these Terms and Conditions.

3.1. Subject to clause 4.1, Boundless will act as employer of record for the Client and will manage payroll processing services and reporting in relation to Personnel, as well as all legally required payments and regulatory filings related thereto (including, but not limited to, payments to Personnel, tax authorities, benefits providers, and any other relevant payees, on behalf of the Client in the Territories.

3.2. Boundless will engage Personnel directly pursuant to an Employment Contract applicable for the Territory in which the Personnel is working, on commercial terms and conditions approved by the Client (and in compliance with clause 4.1, where applicable), which shall include provisions relating to confidentiality and providing (to the greatest extent possible) that all work product and or IPR arising from same being vested in / assignable to the Client.

3.3. In certain Territories, the rights in Intellectual Property created or developed by Personnel during the course of their employment (Developed IPR) automatically vests in and become the property of Boundless as the employer under the Employment Contract, and Personnel shall be statutorily entitled to receive appropriate remuneration in respect of such Developed IPR. In such circumstances, Boundless shall assign all right title and interest in such Developed IPR to the Client and shall execute all documents and do any and all other things reasonably necessary to further assure the Client’s title to the Developed IP and to allow the Client to enforce its rights in the Developed IPR. The Client shall discharge the cost of such statutorily required remuneration to Personnel, which shall be invoiced to the Client in accordance with clause 7. For the avoidance of doubt, all Developed IPR and any Developed IPR in connection with the inventive task that was entrusted to them in view of the functions defined in their terms of employment shall be owned by the Client.

3.4. Boundless will ensure compliance with local human resources regulations for the Territories that Personnel are based in and will make available to the Client human resources and / or employment law advice which it receives from third party professional advisors in the relevant Territories. Boundless will be responsible for statutory obligations in relation to Personnel, including but not limited to maintaining personnel and payroll records and complying with applicable Data Protection Legislation.

3.5. Client understands that Boundless is not a law firm and does not provide legal advice in connection with its Services and that any communications by Boundless employees or representatives are not to be considered or construed as legal advice. No lawyer / solicitor / attorney-client relationship is created by this Agreement.

3.6. Boundless is only in a position to support the employment of Personnel in a Territory for so long as the Personnel remain tax resident and legally entitled to remain from a visa / work permit perspective, in the Territory.

3.7. Boundless shall maintain, at its own expense, such licenses and permits as Boundless itself may reasonably require under applicable law and regulation in order to provide the Services in the relevant Territories.

3.8. Boundless may delegate or sub-contract its responsibilities hereunder to subsidiaries, affiliates and / or third-party service providers. Where the Services are performed by subsidiaries or affiliates, the terms of this Agreement will apply as between the Client and the subsidiaries / affiliates.

3.9. During the Term, Boundless agrees that it will not solicit any Personnel to provide services directly to Boundless.

4.1. The Client will be solely responsible for the payment to Boundless for all costs associated with employment of the Personnel by Boundless on its behalf, to include salary, bonuses, stipends, statutory taxes, mandatory employer contributions, expense reimbursement, and any and all other cash equivalents processed through payroll or otherwise.

4.2. The Client will be solely responsible for obtaining work and other permits required under applicable law for the engagement of Personnel, for the arrangement of medical examinations and/or investigations into the medical history of any Personnel and satisfy any medical, regulatory and other requirements or qualifications required by applicable law in the relevant Territories.

4.3. It is the Client's sole responsibility to determine work location, working times, working practices, equipment and monitoring and all related matters concerning performance of work, in a manner consistent with the Employment Contract. While the Employment Contract may be entered into between Boundless and the Personnel, the Client will take all steps necessary to comply with the obligations of Boundless as if it were a party to the Employment Contract.

4.4. The Client will be solely responsible for providing Personnel with a suitable and safe working environment and will comply with all health and safety laws and regulations applicable in each Territory relating to same.

4.5. The Client will provide all required equipment for Personnel (hardware, software, stationery, etc.); and will be solely responsible for collecting all such equipment and any work product or business information of the Client from Personnel in the event of a termination of employment or termination of the Agreement.

4.6. The Client agrees that Personnel shall be entitled to any and all statutory benefits provided to employees in the Territory of employment.

4.7. The Client will require the prior written approval from Boundless regarding any changes to the location, tax residency, business activity and legal work status from a visa / work permit perspective, for all Personnel. If changes are required, Boundless will endeavour to transfer the Personnel’s employment to another Territory in which it has a presence. However, where this is not possible, termination of the Personnel will be required. The Client will be solely responsible for all costs and liabilities associated with the implementation of termination or redundancy of Personnel in such circumstances and will be liable for (and indemnify Boundless against) all loss, costs and damages incurred by Boundless arising from this clause 4.7.

4.8. The Client will provide prior written notice to Boundless of any termination or redundancy of 4 weeks. Boundless will provide guidance on how such a termination or redundancy will be carried out, in accordance with the relevant Territory's employment regulations. The Client will be solely responsible for all costs and liabilities associated with the implementation of termination or redundancy of Personnel.

4.9. The Client will maintain, at its own expense, such licenses and permits as may be reasonably required by applicable law and regulation in order to carry on its business in the Territories.

4.10. The Client will be solely responsible for all payments, fines or penalties arising from any breach of statute or regulation by Personnel or by the Client and (and indemnify Boundless against) all for all loss, costs and damages incurred by Boundless in relation to these matters.

4.11. The Client will be solely responsible for employers' insurance obligations in respect of Personnel in each Territory and will be liable for (and indemnify Boundless against) all loss, costs and damages incurred by Boundless arising from any claim(s) by Personnel against Boundless as employer, except provided however, that Boundless shall be liable for (and indemnify Client against) all loss, costs and damages incurred by Boundless arising from any claim(s) by Personnel or governmental or taxing entities against Boundless for failure to comply with obligations under clause 3.1 and clause 3.4. The Client shall notify Boundless immediately if the Clients' insurance coverage is reduced or terminated.

4.12. The Client shall maintain in force during the term of this Agreement cyber information technology, cyber errors and omission liability and data protection insurance. Such insurance policy shall include but not be limited to, third party liability coverage for loss or disclosure of personal data, including electronic data, network security failure, unauthorised access to or use of personal data, or any infringements of Data Protection Legislation. The Client shall notify Boundless immediately if the Clients' insurance coverage is reduced or terminated.

4.13. The Client will be responsible for ensuring that the terms and conditions of employment of any Personnel transferring to the employment of Boundless by operation of TUPE shall be reflected to the extent required by TUPE in the Employment Contract of such Personnel and will be liable for (and indemnify Boundless against) all loss, costs and damages incurred by Boundless arising from any claim(s) by Personnel or any third party against Boundless for any breach of this obligation.

4.14. In certain jurisdictions, local law may require that additional terms be agreed between the parties. The Client agrees to be bound by the Local Law Terms.

5.1. Subject to the Client paying the Fees in accordance with clause 7, the restrictions set out in this clause 5 and the other terms of this Agreement, Boundless hereby grants to the Client a non-exclusive, non-transferable right to use and to permit the Authorised Users to use the Platform during the Term solely for the Client's internal business operations.

5.2. In relation to the Authorised Users, the Client undertakes that:

5.2.1. it shall be responsible for ensuring that each of the Authorised Users accessing the Platform are aware of the terms of this Agreement and the Terms of Use and shall procure that the Authorised Users shall comply with the Terms of this Agreement and the Terms of Use;

5.2.2. it will not allow or suffer any log-in credentials to be used by more than one individual unless it has been reassigned in its entirety to another individual, in which case the user shall no longer have any right to access or use the Platform;

5.2.3. each Authorised User shall keep a secure username and password for his use of the Services and each Authorised User shall keep his password confidential;

5.2.4. it shall permit Boundless to audit the use of the Platform in order to establish the name, number and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the expense of Boundless, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's normal conduct of business;

5.2.5. if any of the audits referred to in clause 5.2.4 reveal that any username and/or password has been provided to or used by any individual who is not an Authorised User, then without prejudice to the Boundless's other rights, the Client shall promptly disable such usernames and/or passwords and Boundless shall not issue any new usernames or passwords to any such individual; and

5.3. The Client shall not, and shall procure that the Authorised Users shall not access, store, distribute or transmit any Viruses, or any material including any data, during the course of its use of the Services that (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or (vi) causes damage or injury to any person or property, and Boundless reserves the right, without liability to the Client, to disable the Client's access to any material that breaches the provisions of this clause or the Platform's Terms of Use.

5.4. The Client shall not, and shall procure that the Authorised Users do not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:

5.4.1. disclose the username and password associated with the Platform or in the case of the Client, to anyone other than the Authorised Users; or

5.4.2. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or

5.4.3. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Platform; or

5.4.4. access all or any part of the Platform in order to build a product or service which competes with the Platform or the Services; or

5.4.5. access all or any part of the Platform in order to, or attempt to, access, process, commercially exploit and/or otherwise deal with any data which it does not have permission to and/or which it is not lawfully entitled to access, process, commercially exploit and/or otherwise deal with in any way; or

5.4.6. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services or the Platform available to any third party except in the case of the Client, to the Authorised Users, or

5.4.7. attempt to obtain, or assist third parties in obtaining, access to the Platform, other than as provided under this clause 5.

5.5. The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify Boundless.

5.6. The rights provided under this clause 5 are granted to the Client only, and shall not be considered granted to any associated company or business of the Client.

5.7. We may without notice at any time suspend or block Client's access to the Platform and take such other measures as we may decide are necessary to suspend or block access if Boundless: (i) believe that the Platform is in any way being misused by the Client or any Authorised User (ii) believe that the Client or any Authorised User is in breach of these terms; (iii) suspect unauthorised or fraudulent use of the Platform; (iv) we are unable to provide access to the Platform due to unforeseeable circumstances beyond our control; or (iv) have any other good cause.

5.8. Client hereby irrevocably warrants, represents and undertakes to Boundless that (i) all Authorised Users from time to time are authorised by the Client to enter and access the Platform and where applicable give instructions and/or communications for and on the Client's behalf, and (ii) each Authorised Users' access to the Platform via the credentials provided for their access to the Platform shall be taken as confirmation of their identity and authority for the purposes of accessing the Platform. The Client understands and accepts that we will rely on this warranty, representation and undertaking and will act on such instructions without seeking any further written or other confirmation of authority or identity from the Client.

5.9. Although the Platform will be updated on a regular basis, Boundless does not warrant that the information, data or materials contained in or made available via the Platform is current or accurate.

5.10. The Platform and all materials on the Platform and website is provided to Client on an “as is” and “as available” basis without warranty as to accuracy, timeliness or completeness. To the maximum extent permitted by law, all representations and warranties by us, whether express, implied, statutory or otherwise, including without limitation any warranties or conditions of or related to accuracy, currency, merchantability, satisfactory quality or fitness for a particular or any purpose are hereby excluded.

6.1. Boundless will have no responsibility whatsoever to the Client or the Personnel in relation to any prior contracts or engagements or additional commitments between the Client and Personnel and / or any termination thereof (and shall be fully indemnified by the Client in respect thereof).

6.2. Boundless will have no responsibility or liability for performance of work by Personnel for the Client or for any acts or omission of the Personnel in the provision of their services and duties.

6.3. Boundless will have no liability whatsoever to the Client where Boundless (or its subsidiaries, affiliate(s) or partner(s)) has provided advice / guidance to the Client and the Client has not followed or has deviated from that advice/guidance.

6.4. Boundless will have no responsibility for payments, fines or penalties arising from any breach of statute or regulation by Personnel or by the Client.

6.5. Boundless does not advise on, and is under no obligation to advise the Client on matters relating to sales tax, corporate tax, corporate structure, or any other obligations, liabilities or activities relating to international business operations that are beyond the scope of the Services.

7.1. The Fees payable by the Client shall be as set out in the Order Form. Subject to Clause 7.5 below, the Fees shall be payable at the times and in the manner set out in the Order Form and will be transferred to Boundless in one amount. Time will be of the essence for all such payments and the Client will be liable for (and indemnify Boundless against) any claims from Personnel or relevant taxation authorities for late payment.

7.2. All payments provided for above are exclusive of applicable taxes, which shall be added to Boundless' invoices at the rate applicable at the time of invoicing in the currency set out on the Order Form.

7.3. First Invoice: Boundless will include in the first invoice (which the Client agrees to pay upon receipt of the first invoice upon execution of this Agreement) a pre-payment amount for the value of the estimated first month's total payroll cost (the “Pre-payment Payroll Amounts”).

7.4. Subsequent Invoices: Boundless will include in each subsequent invoice (which the Client agrees to pay upon receipt of each subsequent invoice within the payment terms set out in the Order Form): (a) an amount equal to the current month’s total payroll cost, (b) the Fees (unless already paid pursuant to Clause 7.5) and (c) if applicable, any amount required to ensure that the Pre-payment Payroll Amounts are at least equal to the estimated following month's total payroll cost. Where the Client fails to make the Pre-payment Payroll Amounts or the Client's balance falls below the value of the previous month's total payroll cost, then the Fees set out on the Order Form will include an additional 2% of total payroll cost.

7.5. The Client may elect to pay the Fees on an annual, up-front basis by notifying Boundless of its intention to do so prior to the issuance of the First Invoice. If the Client elects to pay the Fees on an annual, up-front basis, Boundless will apply a discount of 12% to the total estimated amount of Fees, subject to any minimum per employee fee set out on the Order Form, to be payable by Client for the following 12-month period and shall include this Fees amount in the First Invoice. Boundless shall then conduct a review of such Fees amount, in consultation with the Client, at the end of each subsequent 6-month period against the actual total amount of payroll processed during that period. If, following this review, the Fees paid by the Client up-front (of the relevant portion thereof) are less than the Fees (including the discount) that would have been payable on a monthly basis during the preceding 6 month period, then the Client agrees to pay an amount equal to difference which Boundless shall include in the next subsequent invoice. If, following the review, the Fees paid by the Client up-front (of the relevant portion thereof) are more than the Fees (including the discount) that would have been payable on a monthly basis during the preceding 6-month period, Boundless will apply a credit in the amount equal to the difference in the next subsequent invoice.

7.6. Additional Invoices: In circumstances where a month’s total payroll cost is materially higher than the prior month’s total payroll cost, Boundless reserves the right to issue an off-cycle additional invoice prior to that month’s regular invoice to cover advance funding of the difference between the prior month’s total payroll cost and the current month’s anticipated payroll cost. These additional invoices will be paid by the Client within the payment terms set out in the Order Form.

7.7. Final Invoice: In circumstances where the Services are no longer required due to the termination of the Employment Contract(s) of Personnel, or by termination of this Agreement in accordance with clause 10, Boundless will raise a final invoice to the Client (which the Client agree to pay within the payment terms set out in the Order Form) (the “Final Invoice”) which will include either (a) a required additional payment if the Pre-payment Payroll Amounts are in a debit situation or (b) a credit if the Pre-payment Payroll Amounts are in a credit situation (Credit Balance), pursuant to clause 7.4. The Client hereby authorises Boundless to use any Pre-payment Payroll Amounts to discharge the final payroll amount in relation to the Personnel. Boundless will transfer the Credit Balance to the Client within 60 days from the date the Final Payroll has been paid by bank transfer to the Client’s designated bank account.

7.8. Each month, the Client is required to submit data for payroll processing through the Platform even if there are no additions to the standard salary, by cut-off date advised by Boundless from time to time.

7.9. In the event that any payment due to Boundless hereunder is not paid within 30 days of the date of an invoice or otherwise after the date on which it falls due, the payment shall accrue interest at the rate applied by the European Central Bank for its main refinancing operations in euros (the reference rate), plus 8 (eight) percent, such interest to accrue from day to day (after as well as before any judgement for the same) from the day the payment becomes due up to an including such date as any such amount is actually paid. The reference rate is the rate in force, as published in the Official Journal of the European Communities, on the first day of the month in which the payment falls due.

Neither party will at any time disclose to any third person (save its affiliates and partners, on a need to know basis in order to perform this Agreement), without prior written consent of the other party, any Confidential Information of the other party. Each party shall impose obligations in equivalent terms on its affiliates and partners. Neither party will use Confidential Information for any purpose other than for the proper performance of its obligations under the Agreement.

9.1. Both parties shall comply with all applicable requirements of the Data Protection Legislation at all times during the Term of this Agreement. This clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

9.2. With respect to the rights and obligations of each party under these Terms & Conditions, the parties agree that,

9.2.1. to the extent the Client is the controller and Boundless is the processor of the personal data processed in connection with this Agreement, within the meaning of the Data Protection Legislation; or

9.2.2. to the extent the Client and Boundless are independent but separate controllers in respect of personal data processed in connection with this Agreement, within the meaning of the Data Protection Legislation,

the parties shall at all times comply with its obligations under and terms set out in Schedule 1.

10.1. Either party shall be entitled to terminate the Agreement with immediate effect in the event of:

10.1.1. a material breach of this Agreement by the other party which, if capable of remedy, is not remedied by the defaulting party within fifteen days of its receipt of written notice of the breach from the non-defaulting party; or

10.1.2. fraud or wilful default of the other party; or

10.1.3. the other party becoming insolvent or unable to pay its debts when due (as defined by applicable law) or has a liquidator, receiver or manager appointed to it, or a winding-up order instituted against it.

10.2. The Client will not terminate, or require the termination (by Boundless) of, the employment of any Personnel without: (i) 60 (sixty) days prior notice to Boundless; and (ii) in compliance with applicable contractual or statutory notice periods in the Territory in which the Personnel works and otherwise in compliance with the relevant Employment Contract and applicable employment and other laws of that Territory.

10.3. Without affecting any other right or remedy available to it, Boundless may terminate this Agreement (and any Employment Contract related to this Agreement) with immediate effect by giving written notice to the Client if the Client fails to pay any amount due in accordance with Clause 7.

11.1. Save to the extent excluded by law, Boundless will in no circumstances be liable for any consequential, indirect or special loss or damage (including without limitation loss of business or loss of profit) howsoever arising whether in contract negligence, other tort or otherwise.

11.2. Save to the extent excluded by law, the total aggregate liability of Boundless, its subsidiaries and its affiliates (jointly and separately) to the Client, whether in contract, tort or otherwise in connection with this Agreement, shall in no circumstances exceed the amount of Fees paid by the Client to Boundless in the twelve (12) months preceding any claim.

11.3. The Client will indemnify and hold Boundless harmless from:

11.3.1. all claims arising from any matter referred to in clause 4.10 or otherwise arising from or relating to prior employment relationships of Personnel and / or the period prior to the engagement of Personnel by Boundless;

11.3.2. instances where Personnel transfer to the employment of Boundless by operation of TUPE, all claims from employees or former employees of the Client relating to compliance with TUPE and / or arising from matters relating to the period prior to any such TUPE transfer;

11.3.3. all claims arising from any matter referred to in clauses 4, 7.1 or clause 9 above;

11.3.4. any employer's liability claims or claims otherwise taken against Boundless as employer by Personnel; and

11.3.5. all personal, property injury or damages incurred or suffered by Personnel during any engagement with the Client.

12.1. Publicity

Boundless will be permitted to reference the Client as a customer on its website and in its physical and online marketing materials, including use of Client logo. "Powered by Boundless" may appear on physical and / or online materials.

12.2. Assignment

Neither party shall assign this Agreement without the consent of the other party. Boundless may delegate or subcontract its rights or obligations hereunder in the manner provided for in clause 3.8.

12.3. Waiver

No forbearance, delay or granting of time by either party in or before enforcing the Agreement shall prejudice its rights.

12.4. Entire Agreement

The Order Form, these Terms and Conditions and the Local Law Terms (to the extent required) supersede all prior agreements and arrangements of whatever nature and sets out the entire agreement and understanding between the parties relating to the engagement of Boundless.

12.5. Variation

Any variation to an Order Form or these Terms and conditions shall only be effective if in writing and signed by (or by persons duly authorised by) the parties.

12.6. No Partnership etc.

Nothing in the Agreement shall create a partnership or joint venture between the parties.

12.7. Notice

Any notice to be given by either party for the purposes of the Agreement shall be sent by mail / email to the contact party whose details are set out in the Order Form.

12.8. Governing Law

The Agreement shall be governed by and construed in accordance with the laws of Ireland and shall be subject to the exclusive jurisdiction of the Irish courts.