Saije Licence Agreement

1 – DEFINITIONS

1. "Agreement" – this Saije Software Licence, Subscription & Managed Presentation Services Agreement, including all Schedules and any Order Forms, as amended from time to time.
2. "Applicable Law" – the law of the Republic of Ireland and, where applicable, EU law, including the GDPR, the Data Protection Act 2018, and the applicable Irish ePrivacy Regulations.
3. "Authorised User" – any individual employee, contractor, or representative of You whom You have authorised to access and use the Software and Platform under Your account.
4. "Business Day" – a day (other than a Saturday, Sunday, or Irish public holiday) on which banks in Ireland are generally open for business.
5. "Client Content" – all data, files, documents, materials, presentation assets, brand guidelines, images, text, instructions and other content submitted by You to PixelFaerie through the Saije Platform for the purpose of receiving Managed Services.
6. "Deliverables" – the PowerPoint presentation files, layouts, slides, and related output produced by PixelFaerie in response to a Service Request.
7. "Documentation" – all user guides, technical manuals, help materials and other documentation relating to the Software made available by PixelFaerie from time to time.
8. "Effective Date" – the date on which You click "I Agree" or first install or use the Software, whichever is earlier.
9. "Engagement Model" – the basis on which You access Managed Services under this Agreement, being either the Subscription Model or the Retainer Model, as specified in Your Order Form or Service Agreement.
10. "Force Majeure Event" – has the meaning given in Section 17.
11. "GDPR" – Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation), as supplemented by the Data Protection Act 2018 and the applicable Irish ePrivacy Regulations.
12. "Intellectual Property Rights" – all patents, rights to inventions, copyright and related rights, moral rights, trade marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered, and including all applications and rights to apply for or renew such rights, existing anywhere in the world.
13. "Managed Services" – the PowerPoint presentation design, layout and production services provided by PixelFaerie to You via the Saije Platform as further described in Section 6.
14. "Monthly Invoice" – an invoice issued by PixelFaerie to a Retainer Client at the end of each calendar month, setting out the actual hours consumed and/or jobs completed during that month and the corresponding fees due.
15. "Order Form" – for Subscription Clients: any document, online checkout page, or electronic form accepted by both parties specifying the Subscription Package purchased by You. For Retainer Clients: the Service Agreement and/or any Statement of Work governing the provision of Managed Services.
16. "Personal Data" – has the meaning given to it in Article 4(1) GDPR.
17. "PixelFaerie" – PixelFaerie Limited, a private limited liability company incorporated under the laws of the Republic of Ireland with registered company number 409258, whose registered office is at Broomfield West, Midleton, Co. Cork, Ireland.
18. "Platform" – the Saije software application, including any Microsoft PowerPoint add-in component, web portal, submission interface, and related infrastructure operated by PixelFaerie through which Managed Services are accessed and delivered.
19. "Prepaid Service Credits" – the number of credits of Managed Services work allocated to You under Your Subscription Package, purchased in advance and subject to the terms of Section 7.
20. "Retainer Client" – a client who accesses Managed Services under the Retainer Model pursuant to a negotiated Service Agreement with PixelFaerie.
21. "Retainer Model" – the engagement model under which PixelFaerie provides Managed Services to You on an ongoing basis, scoped and governed by a Service Agreement and one or more Statements of Work, with fees billed retrospectively by Monthly Invoice.
22. "Service Agreement" – a separate written agreement (including any master services agreement or retainer agreement) entered into between PixelFaerie and a Retainer Client, governing the ongoing provision of Managed Services under the Retainer Model.
23. "Service Request" – a submission made by You through the Platform requesting the performance of Managed Services, together with the Client Content and any instructions necessary for fulfilment.
24. "Software" – the Saije PowerPoint add-in and all related software components, libraries, interfaces, updates, patches and Documentation licensed to You under this Agreement.
25. "Statement of Work" or "SOW" – a document agreed between PixelFaerie and a Retainer Client specifying the scope, deliverables, timelines, allocated hours, and applicable rates for a defined body of Managed Services work.
26. "Subscription Client" – a client who accesses Managed Services under the Subscription Model by purchasing a Subscription Package.
27. "Subscription Fee" – the fixed fee payable by You in advance for a Subscription Package as set out in the applicable Order Form or PixelFaerie's published pricing schedule.
28. "Subscription Model" – the engagement model under which You purchase a Subscription Package in advance, granting You a defined number of Prepaid Service Credits for use during the Subscription Period.
29. "Subscription Package" – a prepaid plan purchased by You that entitles You to a specified number of Prepaid Service Credits and access to the Platform for a defined Subscription Period.
30. "Subscription Period" – the duration of Your Subscription Package as specified in the Order Form (monthly, quarterly, or annual).
31. "Third-Party Software" – software, libraries, services, components, fonts, or other technology not owned exclusively by PixelFaerie, including Open Source Software.
32. "Technical and Organisational Measures" or "TOMs" – the security measures described in Schedule 6, as updated in accordance with this Agreement without materially reducing the overall level of protection.
33. "Switching Request" – a written request by You to switch the Platform or relevant data processing service to another provider, to an on-premises ICT environment, or to erase Exportable Data and Digital Assets, in accordance with Schedule 5.
34. "Support Period" – the period during which PixelFaerie provides security updates and vulnerability remediation for a supported version of the Software, as stated in the applicable Order Form, Product Security Notice, or Schedule 8.
35. "Security Incident" – an actual or reasonably suspected event compromising the confidentiality, integrity, availability, authenticity, or resilience of the Software, Platform, Client Content, Personal Data, Deliverables, or PixelFaerie systems used to provide the Services, including accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access, material unavailability, ransomware, compromised credentials, or exploitation of a vulnerability.
36. "Open Source Software" – software distributed under a licence approved by the Open Source Initiative or a substantially similar free or open-source software licence.
37. "Exportable Data" – Client Content, Deliverables, and input and output data, including relevant metadata, generated directly or indirectly by Your use of the Platform, excluding data protected by third-party rights or PixelFaerie trade secrets where exclusion does not impede or delay switching, as further described in Schedule 5.
38. "Digital Assets" – elements in digital form for which You have a right of use and which are relevant to the use or switching of the Platform, including configuration, access-control, workflow, and service metadata, to the extent required by the Data Act.
39. "Data Act" – Regulation (EU) 2023/2854 on harmonised rules on fair access to and use of data, as amended or replaced from time to time.
40. "AI Functionality" – any feature, component, tool, model, or service that uses machine learning, generative artificial intelligence, or automated inference to generate, transform, classify, recommend, or otherwise process content or data.
41. "Saije Terms of Service" or "Terms" – the customer-facing Saije Terms of Service and Acceptable Use document made available before acceptance. The Terms summarise and incorporate this Agreement but do not amend, replace, restrict, or override it.
42. "You" / "Your" – the individual or legal entity (and, where applicable, the individual acting on behalf of such entity) that accepts this Agreement, installs or uses the Software, or purchases a Subscription Package. You may be a Subscription Client or a Retainer Client, as identified in Your Order Form or Service Agreement. Unless a provision expressly states that it applies only to one Engagement Model, all provisions of this Agreement apply to both.

2 – FORMATION OF AGREEMENT AND CLICK-WRAP ACCEPTANCE

2.1 Formation. This Agreement is formed and becomes legally binding on You at the earliest of: (a) You clicking an “I Agree” or equivalent button during installation or account registration; (b) You downloading, installing, or activating the Software; or (c) You submitting a Service Request.

2.2 Authority. Where You are accepting on behalf of a company or other legal entity, You represent and warrant that You have full legal authority to bind that entity and its Authorised Users to this Agreement. If You do not have such authority, You must not accept this Agreement or use the Software.

2.3 Accessibility. PixelFaerie will make this Agreement available in a form that can be stored, retrieved, and reproduced by You at all times at https://pixelfaerie.com/pf-saije-license-agreement.html. PixelFaerie recommends that You retain a copy for Your records.

2.4 Entire Agreement. This Agreement, the Saije Terms of Service, all Schedules, Order Forms, and, for Retainer Clients, the applicable Service Agreement and Statements of Work, constitute the entire agreement between the parties regarding their subject matter and supersede all prior representations, negotiations, and agreements.

2.5 Business and Professional Use Only. Saije is offered exclusively on a business-to-business and professional-use basis. Eligible customers include companies, partnerships and other organisations, and individuals acting wholly or mainly for purposes relating to their trade, business, craft, or profession, including independent consultants, sole traders, freelancers, and other self-employed professionals contracting in their own name. An individual is not treated as a consumer under this Agreement merely because that individual contracts personally; eligibility depends on the acquisition and use being wholly or mainly professional or business-related. Saije is not offered for use that is wholly or mainly personal, family, or household-related. By accepting this Agreement, You represent and warrant that Your acquisition and use satisfy this professional-use requirement and that You are not acting as a consumer within the meaning of the Consumer Rights Act 2022 (Ireland) or other applicable consumer-protection legislation. PixelFaerie may request reasonable business or professional details to verify eligibility. If Your intended or actual use is or becomes wholly or mainly personal, You must not accept or continue using Saije and must contact PixelFaerie at legal@pixelfaerie.com.

2.6 Order of Precedence. In the event of any conflict between the documents forming this Agreement, the following descending order of precedence shall apply, with a document appearing earlier in the list prevailing over a document appearing later:

(1) the applicable Statement of Work (which governs the specific scope, deliverables, timelines, and rates for that body of work, but does not override the general terms of the Service Agreement except on those specific matters);

(2) the applicable Service Agreement or Order Form (which governs the commercial relationship between the parties for the relevant Engagement Model);

(3) this Agreement, including all Schedules;

(4) the Saije Terms of Service, which operate as a customer-facing summary and acceptable-use notice and do not amend, replace, restrict, or override this Agreement; and

(5) the incorporated operational policies expressly listed in clause 20.10, solely in respect of the operational subject matter they govern.

No incorporated policy may amend pricing, licence scope, ownership, liability, indemnities, termination rights, governing law, or any signed SOW except through the change procedure in Section 18. In all other respects the documents are to be read together as a single integrated contract.

2.7 Retainer Clients. Where You are a Retainer Client, this Agreement operates alongside and is incorporated by reference into Your Service Agreement. In the event of any conflict between this Agreement and the terms of a Service Agreement or SOW, the Service Agreement or SOW shall prevail in respect of the specific subject matter of that conflict, and this Agreement shall otherwise continue to apply in full.

2.8 Online Ordering and Electronic Records. Before You place an online order, PixelFaerie shall make available the technical steps required to conclude the contract, the means of identifying and correcting input errors, the contract language, whether and how the contract will be filed and accessible, the applicable Order Form and Fees, and this Agreement in a form capable of storage and reproduction. PixelFaerie shall provide electronic acknowledgement of the order or acceptance without undue delay and shall retain reasonable evidence of the agreement version, Order Form, account identity, acceptance event, date, and time. You are responsible for verifying Your order details before submission.

2.9 PixelFaerie Electronic Execution. PixelFaerie may execute this Agreement, an Order Form, SOW, IP assignment, or other contract document by authorised electronic signature, countersignature, or an electronic order-acceptance record issued by PixelFaerie. Such execution constitutes PixelFaerie’s signature for all purposes, including any assignment of present or future copyright or other Intellectual Property Rights requiring signature by the assignor. PixelFaerie shall provide reasonable evidence of execution on request.

2.10 Pre-Contract Availability of Incorporated Documents. Any policy, schedule, specification, or notice incorporated into this Agreement shall be clearly identified and made available to You before acceptance in a form capable of storage and reproduction. A document that was not made available before acceptance shall not impose additional material obligations on You unless subsequently accepted in accordance with Section 18.

2.11 Relationship with the Saije Terms of Service. The Saije Terms of Service are incorporated into the contractual package as a concise customer-facing summary of key licence, service, acceptable-use, data-protection, security, portability, product-support, liability, and termination provisions. The version presented to You before acceptance forms part of the contract. The Terms do not create a separate or alternative legal regime and do not reduce, expand, amend, or override this Agreement. If the Terms omit a matter or are inconsistent with this Agreement, this Agreement prevails in accordance with clause 2.6.

3 – GRANT OF LICENCE

3.1 Subject to Your compliance with this Agreement, the licence metrics and entitlements stated in the applicable Order Form, and timely payment of all applicable Fees (whether Subscription Fees or invoiced fees under the Retainer Model), PixelFaerie hereby grants You a limited, non-exclusive, non-transferable, non-sublicensable licence, terminable in accordance with this Agreement, during the term of Your Engagement Model to: (a) install and use the Software on the number and type of devices stated in the Order Form and owned or controlled by You; (b) allow the permitted number of named Authorised Users to access and use the Platform; and (c) submit Service Requests and receive Deliverables through the Platform.

3.2 The licence granted under clause 3.1 is strictly limited to Your internal business purposes. You may not use the Software or Platform to provide bureau services, outsourcing, or Managed Services to third parties without PixelFaerie's prior written consent.

3.3 All rights not expressly granted to You in this Agreement are reserved by PixelFaerie.

3.4 The Software is licensed, not sold. PixelFaerie retains all title, ownership, and Intellectual Property Rights in and to the Software, the Platform, and all enhancements, modifications, and derivative works thereof.

3.5 You may make a single backup copy of the Software solely for archival purposes, provided all copyright notices are reproduced on such copy.

3.6 Licence Metrics and Organisational Scope. The applicable Order Form shall identify the licensed legal entity, number of named users or other licence metric, device limits, subscription tier, and any affiliate or contractor access. Unless an Order Form expressly states otherwise: (a) the licence is limited to the contracting legal entity; (b) each account must be assigned to one named individual; (c) credentials may not be shared; (d) an Authorised User may be replaced only after the former user’s access has been disabled; and (e) affiliates require a separate Order Form or written approval.

3.7 Licence Verification and True-Up. PixelFaerie may, no more than once in any twelve-month period and on at least thirty (30) days’ written notice, request reasonable records sufficient to verify compliance with the applicable licence metrics. Verification shall be conducted in a manner that minimises disruption and protects Your Confidential Information and Personal Data. Where undisputed excess use is identified, the parties shall promptly regularise the relevant licences at the then-current applicable rates. PixelFaerie shall not access Client Content for licence verification except where strictly necessary and expressly agreed.

4 – RESTRICTIONS ON USE

4.1 You must not, and must ensure that Your Authorised Users do not:

• copy, modify, adapt, translate, or create derivative works of the Software or Platform;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent expressly permitted by mandatory provisions of Irish law that cannot be excluded by contract;
• sell, resell, rent, lease, sublicence, assign, transfer, or otherwise exploit the Software or Platform for the benefit of any third party;
• use the Software or Platform in any manner that violates Applicable Law or any third-party rights;
• use the Software or Platform to store or transmit unlawful, harmful, defamatory, obscene, or otherwise objectionable content;
• attempt to gain unauthorised access to any part of the Platform or its related systems;
• remove, alter, or obscure any proprietary notices, labels, or markings on the Software;
• use the Software or Platform to develop a competing product or service;
• permit any third party (including contractors or outsourced parties that are actual or potential competitors of PixelFaerie) to modify the Software on Your behalf.

4.2 PixelFaerie reserves the right to monitor use of the Platform for compliance with this Agreement and Applicable Law, to the extent permitted by law.

5 – ACCOUNTS AND AUTHORISED USERS

5.1 You must register for an account to use the Platform. You are responsible for: (a) providing accurate and complete registration information; (b) maintaining the confidentiality of Your account credentials; and (c) all activities that occur under Your account.

5.2 You must promptly notify PixelFaerie of any actual or suspected unauthorised use of Your account.

5.3 You are responsible for ensuring that all Authorised Users comply with this Agreement. Any breach of this Agreement by an Authorised User shall be deemed a breach by You.

5.4 PixelFaerie may suspend or terminate Your account if it reasonably suspects any fraudulent, abusive, or otherwise improper activity.

5.5 Credential and Authentication Security. You shall use unique credentials for each Authorised User, implement multi-factor authentication where made available or required by the applicable Order Form, and maintain appropriate password and endpoint-security practices. PixelFaerie shall apply proportionate authentication, access-control, session-management, and privileged-access controls as described in Schedule 6.

5.6 Access Reviews and Deprovisioning. You shall promptly disable access for individuals who cease to be authorised and shall review Authorised User access periodically. PixelFaerie may provide administrative tools and reasonable assistance to support access reviews and deprovisioning.

5.7 Account Administrators. Your designated account administrators may manage Authorised Users and account settings and are deemed authorised to issue operational instructions through the Platform. You are responsible for keeping administrator details current and for promptly notifying PixelFaerie of any disputed or unauthorised administrator action.

6 – MANAGED PRESENTATION SERVICES

6.1 Nature of Services

The Saije Platform operates as a delegation tool through which You may submit Service Requests for PixelFaerie to design, format, and produce PowerPoint presentation layouts and related visual content. PixelFaerie's obligation is to produce Deliverables in accordance with the instructions and Client Content provided by You.

6.2 Service Requests

PixelFaerie shall use reasonable skill and care to produce Deliverables in accordance with the instructions and Client Content provided by You. Where a Deliverable is deficient due to incomplete, inaccurate, or materially misleading instructions or Client Content provided by You, PixelFaerie's liability for that deficiency shall be limited to the extent that the error was directly caused by such instructions or Client Content and could not reasonably have been identified by PixelFaerie in the course of carrying out the work.

6.3 Turnaround

Unless otherwise stated in the applicable Order Form or a separate service level schedule, PixelFaerie will use commercially reasonable efforts to fulfil Service Requests within the timeframes communicated through the Platform. Turnaround times are estimates only and not binding commitments unless expressly stated in a signed Schedule.

6.4 Revisions

Subscription Clients are entitled to the number of revision rounds per Service Request specified in their Order Form. Retainer Clients are entitled to the revision rounds specified in the applicable SOW. Additional revisions beyond the agreed rounds may be treated as new Service Requests and billed accordingly. Revisions requested after final acceptance shall also be treated as new Service Requests.

6.5 Acceptance and Rejection

Deliverables shall be deemed accepted by You unless You raise a written objection within five (5) Business Days of delivery. Any objection must: (a) specify in reasonable detail the respects in which the Deliverable does not conform to the Service Request or SOW; and (b) identify the specific requirements not met. Deemed acceptance under this clause does not apply to: (i) latent defects not reasonably discoverable during the review period; (ii) data-security or confidentiality failures; (iii) third-party intellectual property claims; or (iv) material non-conformance with express SOW requirements that the Client could not reasonably have identified within five Business Days. PixelFaerie will use reasonable efforts to remedy any substantiated non-conformance within a reasonable cure period, and will provide a revised Deliverable before issuing a further invoice for the same work.

6.6 Client Responsibilities

You are solely responsible for: (a) ensuring You have the right to submit Client Content to PixelFaerie; (b) obtaining all necessary consents, licences, and permissions in respect of Client Content; and (c) ensuring Deliverables are reviewed for accuracy before use, as PixelFaerie does not warrant the factual accuracy of content derived from Client Content.

6.7 No Employment Relationship

PixelFaerie provides Managed Services as an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship between the parties.

6.8 Engagement Model Application

The provisions of Section 6 apply to all clients regardless of Engagement Model. The specific terms governing how Managed Services are scoped, scheduled, and billed differ between Subscription Clients (Section 7) and Retainer Clients (Section 7A) as set out below.

7 – SUBSCRIPTION PACKAGES AND PREPAID SERVICE CREDITS

(Applies to Subscription Clients only)

7.1 Subscription Model

This Section 7 applies exclusively to Subscription Clients. If You are a Retainer Client, the terms governing your hours, scoping, and billing are set out in Section 7A below. Access to the Platform and Managed Services is provided on a subscription basis. You must purchase a Subscription Package as specified in the applicable Order Form.

7.2 Prepaid Credits

Each Subscription Package includes a defined number of Prepaid Service Credits. Prepaid Service Credits represent the maximum aggregate time PixelFaerie will allocate to the execution of Your Service Requests during the Subscription Period.

7.3 Credits Tracking

PixelFaerie will maintain a record of Prepaid Service Credits consumed and remaining, accessible to You through Your account dashboard. Time is recorded in increments as specified in the Order Form.

7.4 Expiry of Prepaid Credits

Unused Prepaid Service Credits expire at the end of the Subscription Period and do not carry over to a subsequent Subscription Period unless otherwise agreed in writing by PixelFaerie. PixelFaerie is under no obligation to refund or compensate for unused Prepaid Service Credits.

7.5 Top-Up

If You exhaust Your Prepaid Service Credits before the end of the Subscription Period, You may purchase additional credits at PixelFaerie's then-current rates. PixelFaerie reserves the right to suspend Managed Services until additional credits are purchased.

7.6 Credits Estimation

PixelFaerie will use reasonable efforts to provide You with an estimate of credits required for a Service Request before commencing work where practicable. You acknowledge that estimates are indicative only. Where a Service Request will materially exceed the estimated credits, PixelFaerie will notify You and seek Your approval before proceeding.

7.7 Auto-Renewal

Subscription Packages renew automatically at the end of each Subscription Period unless You notify PixelFaerie in writing of Your intention not to renew at least fourteen (14) days before the renewal date. PixelFaerie will send a renewal reminder no later than thirty (30) days before the renewal date.

7.8 Upgrade / Downgrade

You may upgrade Your Subscription Package at any time. Downgrades take effect at the start of the next Subscription Period.

7.9 Renewal Term

Unless the parties agree otherwise in the Order Form, the renewal Subscription Period is of the same duration as the initial Subscription Period.

7.10 Price at Renewal

PixelFaerie will notify You of any price change for the renewal period at least thirty (30) days before the renewal date. If no price change is notified, the same price applies for the renewed period.

7.11 Cancellation Mechanics

Cancellation notice must be sent in writing to legal@pixelfaerie.com or submitted through the account settings on the Platform. Cancellation is effective when the notice is received at the designated email address or recorded on the Platform. A delay by PixelFaerie in acknowledging the notice does not affect its effective date. PixelFaerie will acknowledge receipt of cancellation within two (2) Business Days as a matter of good practice, but failure to acknowledge does not invalidate the cancellation.

7.12 Credits Forfeiture — Exceptions

Notwithstanding clause 7.4, unused Prepaid Service Credits shall not be forfeited where PixelFaerie's own failure (including material Platform unavailability exceeding 72 continuous hours or PixelFaerie's failure to commence work on a timely submitted Service Request within the agreed turnaround time) directly prevented You from using those credits during the Subscription Period. In such circumstances, the parties will agree in good faith on a reasonable resolution (which may include hour carryover or a pro-rata credit), acting reasonably.

7A – RETAINER MODEL: SERVICE AGREEMENTS AND STATEMENTS OF WORK

(Applies to Retainer Clients only)

7A.1 Retainer Model Overview

This Section 7A applies exclusively to Retainer Clients. Retainer Clients access Managed Services under a separately negotiated Service Agreement with PixelFaerie. This Agreement is incorporated by reference into, and forms part of, that Service Agreement.

7A.2 Statement of Work

Managed Services under the Retainer Model shall be performed in accordance with one or more Statements of Work agreed between the parties. Each SOW shall specify, at minimum: (a) a description of the scope of work and types of Deliverables to be produced; (b) the estimated number of hours allocated; (c) agreed turnaround times; (d) the applicable hourly or day rate, or fixed fee; and (e) any specific acceptance criteria.

7A.3 Service Requests Under the Retainer Model

Retainer Clients submit Service Requests through the Saije Platform in the same manner as Subscription Clients. The Platform serves as the primary submission, tracking, and delivery interface for all Retainer Model work. Work not submitted through the Platform may not be tracked or guaranteed for delivery.

7A.4 Hours Tracking and Reporting

PixelFaerie will maintain records of hours consumed under each SOW and make these available to the Retainer Client through the Platform or by periodic reporting, as agreed in the Service Agreement. PixelFaerie will provide advance notice where a SOW is approaching its allocated hours.

7A.5 Out-of-Scope Work

Where a Service Request exceeds the scope or estimated hours in a SOW, PixelFaerie will notify the Retainer Client and provide a revised estimate before proceeding. PixelFaerie shall not be obliged to carry out out-of-scope work without written approval from the Retainer Client.

7A.6 Monthly Billing

Fees for Managed Services under the Retainer Model are billed retrospectively. At the end of each calendar month, PixelFaerie will issue a Monthly Invoice to the Retainer Client setting out: (a) the work completed during that month by reference to Service Requests and SOW Deliverables; (b) the total hours consumed; (c) the corresponding fees at the agreed rates; and (d) any applicable expenses pre-approved in writing by the Retainer Client.

7A.7 Payment Terms for Monthly Invoices

Monthly Invoices are payable within thirty (30) calendar days of the invoice date unless otherwise agreed in the Service Agreement. If any amount remains unpaid after this period, PixelFaerie may: (a) charge interest at the rate prescribed under the European Communities (Late Payment in Commercial Transactions) Regulations 2012; (b) suspend Managed Services on fourteen (14) days' written notice; and/or (c) terminate this Agreement or the applicable Service Agreement in accordance with Section 15.

7A.8 Disputed Invoices

If You dispute any item in a Monthly Invoice in good faith, You must notify PixelFaerie in writing within ten (10) business days of receipt, specifying the disputed amount and the reasons. The parties shall attempt to resolve the dispute promptly and in good faith. Undisputed amounts remain due and payable in accordance with clause 7A.7.

7A.9 Order of Precedence

In the event of any conflict between this Agreement and an SOW, the order of precedence in clause 2.6 applies.

7A.10 No Carry-Over or Advance Payment Obligation

Unlike the Subscription Model, Retainer Clients are billed for actual work performed and are not required to purchase hours in advance. Unused capacity under a SOW does not generate a refund obligation on the part of PixelFaerie unless expressly provided in the SOW.

8 – FEES AND PAYMENT

8.1 General

Fees are payable by You to PixelFaerie in accordance with Your Engagement Model as set out in this Section 8. All Fees are stated exclusive of VAT, which shall be added at the applicable rate. You are responsible for all taxes, duties, and levies applicable to Your use of the Platform other than taxes on PixelFaerie's income.

8.2 Subscription Client Fees

For Subscription Clients:

(a) The Subscription Fee for each Subscription Package is as set out in the Order Form or PixelFaerie's published pricing schedule at the time of purchase.

(b) All Subscription Fees are payable in full in advance of the commencement of each Subscription Period.

(c) PixelFaerie may change its pricing for future Subscription Periods on at least thirty (30) days' written notice. Continued use of the Platform after that notice constitutes acceptance of the revised pricing.

(d) Except as required by Applicable Law, all Subscription Fees and amounts paid for Prepaid Service Credits are non-refundable. Partial use of a Subscription Period does not entitle You to a pro-rata refund.

8.3 Retainer Client Fees

For Retainer Clients:

(a) Fees are calculated on the basis of actual hours consumed and/or jobs completed during each calendar month, at the rates agreed in the applicable Service Agreement or SOW.

(b) Fees are billed retrospectively by Monthly Invoice as described in clause 7A.6.

(c) Monthly Invoices are payable within thirty (30) calendar days of the invoice date unless otherwise agreed in the Service Agreement.

(d) PixelFaerie may adjust its rates for future SOWs or on renewal of the Service Agreement on at least thirty (30) days' written notice.

8.4 Late Payment

For both Engagement Models, if any amount due remains unpaid after the applicable payment deadline, PixelFaerie may: (a) charge statutory interest under the European Communities (Late Payment in Commercial Transactions) Regulations 2012, accruing daily from the due date; (b) suspend access to the Platform and Managed Services; and/or (c) terminate this Agreement on written notice. Any suspension for non-payment is subject to the procedure and notice requirements in clause 15.7.

8.5 Payment Methods

Payment shall be made by bank transfer, credit card, or such other methods as specified on the Platform or in the Order Form / Service Agreement.

8.6 Expenses

PixelFaerie shall not incur any reimbursable expenses without Your prior written approval. Approved expenses shall be invoiced with supporting receipts.

9 – INTELLECTUAL PROPERTY RIGHTS

9.1 PixelFaerie IP

All Intellectual Property Rights in and to the Software, Platform, Documentation, and PixelFaerie's methods, tools, templates, processes, and underlying technology are and shall remain the exclusive property of PixelFaerie. This Agreement does not transfer any Intellectual Property Rights to You.

9.2 Client Content

You retain all Intellectual Property Rights in and to Client Content. By submitting Client Content through the Platform, You grant PixelFaerie a worldwide, royalty-free, non-exclusive licence to use, reproduce, transmit, process, and store Client Content solely to: (a) provide, secure, support, and administer the Services for You; and (b) comply with Applicable Law. PixelFaerie may use service telemetry to improve the performance, security, and functionality of the Platform only where that telemetry is aggregated and irreversibly anonymised so that it does not identify You, any individual, Client Content, or any Deliverable. PixelFaerie shall not use Client Content or Deliverables to train, fine-tune, or improve any artificial intelligence or machine-learning model without Your express prior written consent.

9.3 Deliverables Ownership

Subject to full payment of all fees due and payable in respect of the relevant Deliverable, PixelFaerie hereby assigns to You, by way of present assignment of existing rights and present assignment of future rights, all Intellectual Property Rights that PixelFaerie owns or later acquires in the Deliverable, to the extent such rights are capable of assignment. The assignment takes effect automatically on delivery and payment and is executed by PixelFaerie in accordance with clause 2.9. PixelFaerie shall, at Your reasonable request and expense, execute further documents reasonably necessary to evidence or perfect the assignment. The assignment under this clause is subject to the following:

(a) PixelFaerie Background IP. Any PixelFaerie pre-existing materials, proprietary tools, templates, methodologies, processes, or platform components used in producing the Deliverable remain the exclusive property of PixelFaerie. PixelFaerie grants You a non-exclusive, perpetual licence to use such Background IP as incorporated in and necessary to use the Deliverable for Your legitimate business activities, including the right to use, reproduce, modify, display, present, and distribute the Deliverable (including its incorporated Background IP elements) to Your clients, prospects, investors, advisers, group companies, and other third parties in the ordinary course of Your business, subject to any third-party licence restrictions notified to You under clause 9.3(b).

(b) Third-Party Materials. Deliverables may incorporate third-party materials, fonts, stock assets, Microsoft components, or other licensed elements that are not owned by PixelFaerie and therefore cannot be assigned. PixelFaerie will endeavour to identify any material third-party licence restrictions applicable to a Deliverable. You are responsible for obtaining any additional licences required for Your intended use.

(c) Client Materials. Client Content and any materials You supply remain Your property and are not transferred to PixelFaerie beyond the licence granted in clause 9.2.

(d) Subcontractors and Employees. PixelFaerie warrants that it has obtained or will obtain all necessary IP assignments and moral-rights waivers from its employees and subcontractors involved in producing Deliverables.

(e) Deliverable and Production Files. PixelFaerie will provide the Deliverable in the format specified in the applicable Order Form or SOW, which may include an editable PowerPoint file and/or a PDF. Separate production assets and working files used to create the Deliverable (including linked design files, working templates, intermediate versions, or other underlying source materials) will be provided only where expressly agreed in the applicable Order Form or SOW.

(f) Payment Condition. Where more than one invoice is outstanding at the date of delivery, the assignment in this clause is conditional on payment of all outstanding invoices for the relevant Deliverable. PixelFaerie may withhold source files and assignment confirmation until all outstanding amounts are paid.

9.4 Portfolio and Promotional Use

PixelFaerie shall not use Deliverables, Client Content, Your name, or Your logo for promotional, portfolio, or marketing purposes without Your prior written consent. Where You provide such consent, PixelFaerie will: (a) ensure that the version used does not disclose commercially sensitive, strategic, financial, or confidential information; and (b) restrict use to PixelFaerie's own marketing channels. You may withdraw consent at any time on written notice with effect from the date of receipt.

9.5 Feedback

If You provide PixelFaerie with any feedback, suggestions, or ideas regarding the Software or Platform, You grant PixelFaerie an irrevocable, perpetual, royalty-free licence to use such feedback without restriction or compensation to You.

9.6 No Infringement Warranty

9.7 Open Source and Third-Party Software. The Software may include Third-Party Software. Such components remain subject to their applicable third-party or Open Source Software licence terms, which shall govern only the relevant component to the extent of any unavoidable conflict with this Agreement. PixelFaerie shall: (a) maintain a reasonable inventory of material Third-Party Software used in the Software; (b) provide legally required notices, attribution, licence texts, and source-code offers; (c) comply with applicable licence obligations; and (d) not knowingly incorporate a component in a manner that requires disclosure or licensing of Client Content, Deliverables, or Your proprietary materials. Schedule 7 applies.

9.8 Third-Party Notices and Software Bill of Materials. PixelFaerie shall make current third-party notices available with the Software or at the location identified in Schedule 7. Subject to reasonable confidentiality and security restrictions, PixelFaerie shall provide enterprise customers with a software bill of materials or equivalent component information where reasonably necessary for security, regulatory, or procurement due diligence.

9.9 AI-Generated or AI-Assisted Materials. Where PixelFaerie uses AI Functionality in producing a Deliverable, it shall disclose that use where material, comply with Schedule 10, and apply appropriate human review. Unless expressly agreed otherwise, PixelFaerie does not warrant that AI-generated elements are unique or capable of exclusive ownership, but remains responsible for complying with its confidentiality, data-protection, and contractual obligations and for not using Client Content or Deliverables to train models without Your express prior written consent.

You represent and warrant that You have all necessary rights, licences, and permissions in respect of Client Content, and that PixelFaerie's use of Client Content to provide Managed Services will not infringe any third-party Intellectual Property Rights, data protection rights, or other rights. You shall indemnify PixelFaerie against all claims, damages, costs, and expenses arising from any breach of this warranty.

10 – DATA PROTECTION AND PRIVACY

10.1 Compliance

Each party shall comply with its respective obligations under the GDPR, the Data Protection Act 2018, the applicable Irish ePrivacy Regulations, and all other Applicable Law relating to the processing of Personal Data.

10.2 Controller and Processor

PixelFaerie acts in different capacities depending on the processing activity:

(a) Independent Controller: PixelFaerie acts as an independent data controller when processing Personal Data for the purposes of: (i) managing Your account and user registrations; (ii) billing and payment administration; (iii) fraud prevention and security; (iv) sending service communications and legal notices; and (v) PixelFaerie's own legal compliance. Such processing is governed by PixelFaerie's Privacy Policy.

(b) Data Processor: PixelFaerie acts as data processor when processing Personal Data contained in Client Content on Your instructions in the course of providing Managed Services. In such circumstances, the data processing terms in Schedule 1 (Data Processing Agreement) apply, and You are the data controller.

10.3 Privacy Policy

PixelFaerie's processing of Your Personal Data as a controller is governed by the PixelFaerie Privacy Policy, available at https://pixelfaerie.com/pf-privacy-policy.html.

10.4 Client Obligations as Controller

Where You are the data controller of Personal Data contained in Client Content, You are responsible for: (a) ensuring there is a valid legal basis for providing such Personal Data to PixelFaerie; (b) providing all necessary privacy notices to data subjects; (c) obtaining all required consents; and (d) ensuring that the transfer of Personal Data to PixelFaerie is lawful.

10.5 Client Reference

PixelFaerie may identify You as a client, or use Your name or logo, only with Your prior written consent. Where You provide consent, PixelFaerie will not disclose any commercially sensitive, confidential, financial, or strategic information in connection with such use. You may withdraw consent at any time by written notice, with immediate effect.

10.6 International Transfers

PixelFaerie will not transfer Personal Data outside the European Economic Area without ensuring an adequate level of protection in accordance with Chapter V GDPR.

10.7 Prohibited Data

10.8 Privacy by Design, Minimisation, and Records. Each party shall apply data-protection by design and by default, limit Personal Data to what is necessary for the relevant purpose, maintain appropriate processing records, and ensure that personnel and systems process Personal Data only as authorised. PixelFaerie shall not materially change the purposes for which it processes Personal Data as an independent controller without updating the Privacy Policy and, where required, providing notice or obtaining consent.

10.9 AI and Automated Processing. PixelFaerie shall not use Personal Data contained in Client Content for model training, profiling, or automated decision-making producing legal or similarly significant effects unless expressly authorised in a separate written AI or data-processing addendum that identifies the purpose, legal basis, provider, safeguards, retention, and data-subject information. Schedule 10 applies to any AI Functionality identified in an Order Form.

10.10 Data Locations and Transparency. PixelFaerie shall maintain current information regarding the principal hosting locations, subprocessors, and applicable transfer mechanisms used for Client Content. The current information shall be made available through the Subprocessor List and Security Documentation referenced in clauses 20.10 and Schedules 6 and 7.

You must not submit to the Platform any: (a) Special Categories of Personal Data within the meaning of Article 9 GDPR (including health data, biometric data, racial or ethnic origin data, political opinions, religious beliefs, or data concerning sex life or sexual orientation); (b) data relating to criminal offences or convictions; or (c) financial account numbers, payment card data, or social security / PPS numbers, unless PixelFaerie has expressly agreed to process such data in a supplementary written agreement with appropriate safeguards in place.

11 – CONFIDENTIALITY

11.1 Definition

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, whether disclosed orally, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including: business strategies and plans, pricing and commercial terms, Client Content, Deliverables, technical data, source code, financial information, personnel matters, and proprietary methodologies.

11.2 Obligations

Each Receiving Party shall: (a) hold all Confidential Information of the Disclosing Party in strict confidence using at least the same standard of care it applies to its own confidential information of a similar nature, and in any event no less than reasonable care; (b) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to Authorised Users, directors, employees, contractors, or professional advisers on a strict need-to-know basis who are bound by confidentiality obligations at least as protective as those in this Section; (c) use Confidential Information solely for the purposes of performing obligations or exercising rights under this Agreement; and (d) promptly notify the Disclosing Party upon becoming aware of any actual or suspected unauthorised disclosure.

11.3 Client Content Confidentiality

Notwithstanding and without limiting clause 11.2, PixelFaerie treats all Client Content — including presentation materials, data, brand information, and related assets — as strictly confidential. Client Content shall not be: (a) disclosed to any third party except sub-processors operating under equivalent confidentiality obligations as set out in Schedule 1; (b) used for any purpose other than providing Managed Services under this Agreement; or (c) used for any portfolio, promotional, or training purpose without express prior written consent as required by clause 9.4.

11.4 Exceptions

The obligations in clause 11.2 do not apply to information that: (a) is or becomes publicly known through no act or omission of the Receiving Party; (b) was rightfully in the Receiving Party's possession before disclosure, as evidenced by written records predating disclosure; (c) is independently developed by the Receiving Party without access to or use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by Applicable Law, regulatory authority, or court order, provided the Receiving Party: (i) gives the Disclosing Party prompt prior written notice (where legally permitted); (ii) limits disclosure to what is strictly required; and (iii) cooperates in seeking a protective order or equivalent.

11.5 Security Incidents

PixelFaerie shall notify You without undue delay and, where reasonably practicable, within forty-eight (48) hours after becoming aware of a Personal Data Breach affecting Client Content. The initial notification may be preliminary and followed by phased updates. It shall include, to the extent then known: (a) the nature of the breach, including the categories and approximate number of data subjects and records affected; (b) likely consequences; (c) measures taken or proposed to address and mitigate the breach; (d) the date and time of awareness; and (e) PixelFaerie’s data-protection contact. PixelFaerie shall preserve relevant evidence and cooperate with Your obligations under Articles 33 and 34 GDPR.

11.6 Return or Destruction

On termination or expiry of this Agreement, each party shall promptly, on request, return or securely destroy all Confidential Information of the other party in its possession or control, and confirm such destruction in writing. PixelFaerie may retain copies as required by Applicable Law and shall maintain confidentiality obligations in respect of any retained copies.

11.7 Duration

Confidentiality obligations survive termination or expiry of this Agreement for a period of seven (7) years, except in respect of trade secrets which remain protected for as long as they qualify as trade secrets under Applicable Law, and except in respect of Personal Data which is governed by the data protection provisions of this Agreement and Schedule 1.

11.8 Remedies

Each party acknowledges that a breach of this Section 11 may cause irreparable harm for which monetary damages would not be an adequate remedy, and that the Disclosing Party shall be entitled to seek injunctive or other equitable relief in addition to all other remedies.

12 – WARRANTIES AND REPRESENTATIONS

12.1 Platform Warranties

PixelFaerie warrants that: (a) the Software will perform materially in accordance with the Documentation under normal use during the applicable licence term; (b) PixelFaerie will deliver the Software free of known viruses or malicious code at the time of delivery; and (c) PixelFaerie has the right to grant the licences set out in this Agreement.

12.2 Managed Services Warranty

PixelFaerie warrants that Managed Services will be performed with reasonable skill and care in accordance with generally accepted professional standards applicable to the presentation design and production industry.

12.3 Your Warranties

You represent and warrant that: (a) You have full legal authority to enter into this Agreement; (b) You are acquiring and using the Software and Services wholly or mainly for purposes relating to Your trade, business, craft, or profession, including where You act as a sole trader, freelancer, consultant, or other self-employed professional, and are not acting wholly or mainly for personal purposes as a consumer; (c) Your use of the Platform and Software will comply with Applicable Law; (d) You have all necessary rights, licences, and consents in respect of Client Content; (e) Client Content does not and will not infringe any third-party Intellectual Property Rights, data protection rights, or other rights; and (f) You have not relied on any representation or warranty not expressly set out in this Agreement.

12.4 Platform Disclaimer

To the fullest extent permitted by Applicable Law, except as expressly set out in clause 12.1, the Software and Platform are provided "as available". PixelFaerie does not warrant that the Software will be error-free, uninterrupted, or compatible with all systems. PixelFaerie does not warrant that the Software will remain compatible with future versions of Microsoft PowerPoint, which is a third-party product outside PixelFaerie's control.

12.5 Content Accuracy

PixelFaerie does not warrant the factual accuracy of any content derived from Client Content. You are responsible for reviewing all Deliverables for factual accuracy before use or distribution.

13 – LIMITATION OF LIABILITY

13.1 Liability Cap — Ordinary Claims

Subject to clause 13.4, each party's total aggregate liability to the other for all claims arising under or in connection with this Agreement in any twelve (12)-month period (whether in contract, tort, breach of statutory duty, or otherwise) shall not exceed the greater of: (a) the total fees actually paid by You to PixelFaerie in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) €5,000 (five thousand euros). For the avoidance of doubt: (i) "fees paid" for Subscription Clients means Subscription Fees actually received; (ii) "fees paid" for Retainer Clients means fees actually invoiced and paid under the applicable Service Agreement.

13.2 Higher Cap — Confidentiality, Data Protection, IP and Security

The cap in clause 13.1 shall not apply to claims arising from: (a) a breach of Section 11 (Confidentiality); (b) a breach of a party’s obligations under Section 10, Schedule 1, or Schedule 6; (c) a breach of Section 9; or (d) a Security Incident caused by a party’s failure to implement the security obligations expressly required by this Agreement. For such claims, the aggregate liability of the defaulting party shall not exceed two (2) times the total fees actually paid in the twelve (12) months preceding the event giving rise to the claim, or €25,000 (twenty-five thousand euros), whichever is greater.

13.3 Exclusion of Consequential Loss

Subject to clause 13.4, neither party shall be liable for any: (a) indirect or consequential loss; (b) loss of profits; (c) loss of revenue or business; (d) loss of anticipated savings; (e) loss of goodwill; (f) loss of contracts; or (g) wasted management or staff time, whether or not such losses were foreseeable. For the avoidance of doubt, the reasonable costs of restoring or reconstructing data that has been lost, corrupted, or destroyed as a result of a party's breach of this Agreement are recoverable as direct losses and are not excluded by this clause.

13.4 Mandatory Exceptions

Nothing in this Agreement limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct or gross negligence; (d) any liability that cannot be excluded or limited under Applicable Law (including under the Sale of Goods and Supply of Services Act 1980 (as amended) and the Consumer Rights Act 2022 (Ireland) to the extent applicable).

13.5 Allocation of Risk

The parties acknowledge that the limitations of liability in this Section 13 reflect a fair and reasonable allocation of risk between commercial parties, were a material factor in PixelFaerie's agreement to the commercial terms, and would not have been agreed by PixelFaerie in the absence of such limitations. All exclusions and limitations apply only to the fullest extent permitted by Applicable Law.

13.6 Mitigation

Each party shall take reasonable steps to mitigate its losses following any event giving rise to a claim.

14 – INDEMNIFICATION

14.1 Indemnity by You — Third-Party Claims

You shall indemnify and hold harmless PixelFaerie and its officers, directors, employees, and agents from and against losses, liabilities, damages, costs, and reasonable legal fees arising from a third-party claim, to the extent that the claim results from: (a) Client Content or instructions supplied by You infringing or misappropriating a third party's Intellectual Property Rights, privacy rights, confidentiality rights, or other rights; (b) Your breach of Applicable Law relating to Personal Data contained in Client Content; (c) Your unlawful use of the Software, Platform, or Deliverables outside the scope of this Agreement; or (d) a modification or combination of the Software or a Deliverable made by You or on Your behalf, where the claim would not have arisen without that modification or combination. This indemnity does not apply to the extent that the claim was caused by PixelFaerie's breach of this Agreement, negligence, or wilful misconduct.

14.2 Indemnity by PixelFaerie — IP Infringement

PixelFaerie shall indemnify and hold You harmless from and against losses, liabilities, damages, costs, and reasonable legal fees arising from a third-party claim that: (a) the Software as delivered by PixelFaerie; or (b) original elements of a Deliverable created solely by PixelFaerie and supplied to You under this Agreement, infringe third-party Intellectual Property Rights enforceable in Ireland or the European Union. PixelFaerie's obligations do not apply to a claim arising from Client Content, Your instructions, third-party materials identified under clause 9.3(b), a modification not made or approved by PixelFaerie, a combination with items not supplied or approved by PixelFaerie, or use outside the scope of this Agreement. If such a claim is made or is reasonably likely, PixelFaerie may, at its option and expense: (i) procure the right for You to continue using the affected item; (ii) modify or replace it so that it becomes non-infringing without materially reducing its functionality; or (iii) if neither option is commercially reasonable, terminate the affected licence or Service and refund any prepaid fees reasonably attributable to the unusable affected item.

14.3 Indemnity Procedure and Liability Caps

The indemnified party shall notify the indemnifying party promptly after becoming aware of a claim, provide reasonable cooperation at the indemnifying party's expense, and allow the indemnifying party to control the defence and settlement. A delay in notice relieves the indemnifying party only to the extent it is materially prejudiced by the delay. The indemnifying party shall not settle a claim in a manner that admits liability on behalf of, or imposes a non-monetary obligation on, the indemnified party without the indemnified party's prior written consent, not to be unreasonably withheld or delayed. Unless clause 13.4 applies, liability under this Section 14 is subject to the applicable cap in clause 13.1 or 13.2 according to the nature of the underlying claim.

15 – TERM AND TERMINATION

15.1 Commencement

This Agreement commences on the Effective Date. For Subscription Clients, it continues for the initial Subscription Period and renews automatically in accordance with clause 7.7. For Retainer Clients, the term is as specified in the applicable Service Agreement.

15.2 Termination for Convenience

(a) Subscription Clients may terminate at the end of any Subscription Period by written notice received at least fourteen (14) days before the renewal date. Termination for convenience constitutes non-renewal and takes effect at the end of the then-current Subscription Period. It does not entitle the client to a refund of fees already paid for that period.

(b) Retainer Clients may terminate in accordance with the notice provisions of the applicable Service Agreement, or on sixty (60) days' written notice where no notice period is specified.

(c) Effect on SOWs. Termination of this Agreement under this clause 15.2 does not automatically cancel any Statement of Work that is in progress at the date of termination notice unless the termination notice expressly states that a specific SOW is also terminated. Either party may expressly terminate an affected SOW by giving notice at the same time as or after the termination notice. On cancellation of an SOW: (i) the Retainer Client shall pay PixelFaerie for all properly completed work and any pre-approved non-cancellable third-party commitments incurred up to the SOW termination date; and (ii) PixelFaerie shall deliver all completed and paid-for Deliverables to the Retainer Client.

15.3 Termination for Material Breach

Either party may terminate this Agreement by written notice if the other party commits a material breach and (where the breach is capable of remedy) fails to remedy it within thirty (30) Business Days of receiving written notice specifying the breach and requiring its remedy. Termination for material breach does not automatically cancel an in-progress SOW unless the termination notice expressly cancels it. Either party may elect to terminate an affected SOW at any time after termination of the master Agreement, with PixelFaerie entitled to payment for work properly completed to that date and the client entitled to receive completed paid-for Deliverables.

15.4 Termination for Insolvency

Either party may terminate this Agreement immediately on written notice if the other party: (a) becomes insolvent, makes a composition or arrangement with creditors generally; (b) has a receiver, examiner, liquidator, or administrator appointed over any of its assets or undertaking; (c) passes a resolution for winding up (other than for the purposes of a solvent reconstruction or amalgamation); or (d) ceases or threatens to cease to carry on business.

15.5 Immediate Termination by PixelFaerie

PixelFaerie may terminate this Agreement immediately on written notice if You: (a) engage in or facilitate the unauthorised copying, distribution, or use of the Software; (b) infringe PixelFaerie's Intellectual Property Rights; (c) engage in conduct that is fraudulent, unlawful, or harmful to PixelFaerie or third parties through use of the Platform; or (d) commit a serious or repeated breach of the Acceptable Use Policy (Schedule 2).

15.6 Consequences of Termination

(a) Except for licences expressly stated in Section 9 to be perpetual (including the perpetual Background IP licence in clause 9.3(a) and any licences in fully paid Deliverables), all licences granted in relation to the Software and Platform cease immediately on termination or expiry of this Agreement.

(b) You must promptly uninstall and destroy all copies of the Software.

(c) Subject to clause 15.6(d), each party shall promptly return or, at the other party's election, securely destroy all Confidential Information of the other party and provide written confirmation.

(d) Subject to Your rights under Schedule 5, PixelFaerie will make Your Deliverables, Client Content, Exportable Data, and Digital Assets available for retrieval for at least thirty (30) days following the applicable transition or termination period. PixelFaerie shall then delete live-system copies in accordance with Schedule 1 and Schedule 5. Isolated backup copies may be retained for up to ninety (90) days thereafter solely through normal backup and disaster-recovery processes, subject to continuing confidentiality and data-protection obligations.

(e) Where termination follows PixelFaerie's material breach without cure, PixelFaerie shall refund to Subscription Clients a pro-rata portion of prepaid Subscription Fees for the unused portion of the Subscription Period.

(f) All accrued rights and obligations (including outstanding payment obligations) survive termination.

15.7 Suspension — Targeted and Proportionate

PixelFaerie may suspend Your access to the Platform: (a) immediately, without prior notice, where reasonably necessary to address an imminent or actual security risk, an active data breach, serious unlawful conduct, or a serious Acceptable Use Policy breach; (b) on fourteen (14) days' written notice for non-payment of undisputed invoiced amounts; (c) temporarily for scheduled or emergency maintenance, giving as much advance notice as is reasonably practicable. Suspension shall be limited in scope and duration to what is reasonably necessary to address the underlying cause. PixelFaerie will use reasonable efforts to restore access promptly following resolution.

15.8 Switching and Exit Assistance. Termination, expiry, suspension, or non-renewal shall not prejudice the switching, portability, retrieval, continuity, and deletion rights in Schedule 5. During any permitted suspension, PixelFaerie shall provide reasonable access to export tools unless access would create a material security, legal, or third-party risk.

16 – UPDATES, SUPPORT, AND AVAILABILITY

16.1 Updates

PixelFaerie may release Updates to the Software during the Subscription Period. You agree that the Software may automatically download and install Updates. Failure to install Updates may affect the functionality of the Software and the provision of Managed Services.

16.2 Support

Subject to payment of applicable Fees (whether Subscription Fees or invoiced Retainer fees), PixelFaerie will provide reasonable written technical support via the channels specified on the Platform (including email and designated messaging channels). Support is available for the current version of the Software only.

16.3 Availability

PixelFaerie will use commercially reasonable efforts to make the Platform available. PixelFaerie does not guarantee any specific uptime and shall not be liable for any unavailability caused by circumstances beyond its reasonable control.

16.4 Virus Inspection

PixelFaerie will apply commercially reasonable, industry-standard malware scanning to the Software and all Updates before delivery. PixelFaerie will electronically sign releases with a valid code-signing certificate where technically practicable. These measures reduce but do not eliminate the risk of malicious code. PixelFaerie shall not be responsible for any viruses or malicious code introduced to the Software after delivery or through systems outside PixelFaerie’s control.

16.5 Insurance

PixelFaerie maintains liability insurance providing cover of up to €1,000,000, subject to the applicable policy terms, conditions, exclusions, excesses, and any per-claim or aggregate limits. PixelFaerie will provide reasonable evidence of current cover on written request. The existence or amount of insurance does not increase, replace, or otherwise alter the exclusions or limits of liability in Section 13.

16.6 Security Updates. During the Support Period, PixelFaerie shall provide security updates and vulnerability remediations appropriate to the severity and reasonably foreseeable risk of identified vulnerabilities. Critical security updates may be applied automatically where reasonably necessary to protect the Platform, customers, or third parties. You shall install or permit installation of security updates without undue delay and shall not knowingly continue to use an unsupported version where doing so creates a material security risk.

16.7 Vulnerability Management and Disclosure. PixelFaerie shall maintain a coordinated vulnerability-handling process, a security contact, and a vulnerability disclosure channel as described in Schedule 8. PixelFaerie may investigate good-faith vulnerability reports and shall not knowingly require a customer to disclose exploit details through an insecure channel.

16.8 Support Period and End of Life. PixelFaerie shall publish or otherwise communicate the Support Period for supported versions, any material dependencies, and planned end-of-support dates. Except where an urgent legal or security risk requires shorter notice, PixelFaerie shall provide reasonable advance notice before ending support for a generally available version and shall identify available migration or update options. The Product Security Notice and Schedule 8 apply.

16.9 Service Levels and Support Schedule. Any uptime commitment, support hours, response or resolution target, service credit, maintenance window, backup objective, recovery objective, or enhanced support obligation applies only where stated in the applicable Order Form or a Service Level Schedule expressly incorporated into it. Schedule 9 provides the template and minimum interpretation rules for any such commitment.

16.10 Product Compliance. To the extent applicable to the Software or Platform, PixelFaerie shall maintain processes reasonably designed to comply with mandatory product-security and vulnerability-handling law, including the EU Cyber Resilience Act as its relevant provisions become applicable. Nothing in this clause represents that a particular conformity assessment, certification, or regulatory classification has been completed unless PixelFaerie confirms it in writing.

17 – FORCE MAJEURE

Neither party shall be in breach of this Agreement or liable for any delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances, or causes beyond its reasonable control ("Force Majeure Event"), including acts of God, pandemic, epidemic, government action, civil unrest, war, fire, flood, or failure of telecommunications or internet infrastructure.

The affected party shall notify the other as soon as reasonably practicable of a Force Majeure Event and shall use reasonable efforts to mitigate its effects.

If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement on written notice without further liability.

18 – MODIFICATIONS TO THIS AGREEMENT

18.1 Notice of Changes

PixelFaerie reserves the right to modify this Agreement at any time. Modifications will be classified as follows:

(a) Material commercial changes (changes to pricing, liability, intellectual property, payment terms, or scope of Managed Services): notified at least thirty (30) days before taking effect, and shall not take effect mid-Subscription Period or mid-SOW without Your prior written consent.

(b) Non-material or administrative changes (corrections, clarifications, legal compliance updates, or changes required by Applicable Law): notified at least fourteen (14) days before taking effect.

(c) Immediate changes: required for security, legal compliance, or to address harm to users or the Platform — effective immediately, with notice as soon as practicable.

18.2 Right to Reject

If You do not agree to any material commercial change, You may terminate this Agreement by written notice within thirty (30) days of notification, with effect from the date the change would have taken effect. For Subscription Clients, PixelFaerie will refund a pro-rata portion of prepaid fees for the unused portion of the Subscription Period following a termination under this clause.

18.3 SOW Protection

No modification under this section shall alter the terms of an existing Statement of Work that has already been signed by both parties. Any agreed changes to an existing SOW must be documented in a written change order signed by authorised representatives of both parties.

18.4 Version Control

PixelFaerie will maintain a version history of this Agreement and the Saije Terms of Service at https://pixelfaerie.com/pf-saije-license-agreement.html#version-history so that the version of each document in effect at any given date can be identified and retrieved.

19 – GOVERNING LAW AND DISPUTE RESOLUTION

19.1 Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the law of the Republic of Ireland.

19.2 Jurisdiction

The parties irrevocably submit to the exclusive jurisdiction of the courts of Ireland to settle any dispute arising out of or in connection with this Agreement.

19.3 CISG Exclusion

The parties expressly exclude the United Nations Convention on the International Sale of Goods (CISG).

19.4 Informal Resolution

Before commencing formal proceedings, both parties agree to attempt in good faith to resolve any dispute through discussions between senior representatives for a period of at least twenty (20) Business Days following written notice identifying the dispute. This requirement does not prevent either party from seeking urgent injunctive or protective relief; taking action to protect Confidential Information, Personal Data, security, or Intellectual Property Rights; commencing proceedings required to preserve a limitation period; recovering an undisputed debt; commencing insolvency proceedings; or taking action in connection with fraud or fraudulent use.

19.5 Recovery of Costs

The prevailing party in any litigation or formal dispute resolution shall be entitled to seek recovery of its reasonable legal costs from the other party, subject to the court's discretion.

20 – GENERAL PROVISIONS

20.1 Entire Agreement

This Agreement, together with the Saije Terms of Service, all Schedules and Order Forms, and, where applicable, the relevant Service Agreement and Statements of Work, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, representations, warranties, and negotiations.

20.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or severed if modification is not possible, and the remaining provisions shall continue in full force and effect.

20.3 Waiver

No failure or delay by a party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy. No waiver shall be effective unless made in writing.

20.4 Assignment

You may not assign or transfer any of Your rights or obligations under this Agreement without PixelFaerie's prior written consent. PixelFaerie may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets on notice to You.

20.5 Notices

All notices under this Agreement shall be in writing and sent by email to PixelFaerie at legal@pixelfaerie.com and to You at the email address registered for Your account, unless either party notifies the other of a replacement address. An email notice is deemed received when it becomes capable of being accessed at the recipient's designated email address, provided the sender receives no automated delivery-failure notice. A notice received after 5:00 p.m. Irish time or on a day that is not a Business Day is deemed received on the next Business Day. This clause does not govern service of court proceedings or other documents where Applicable Law requires a different method of service.

20.6 No Partnership

Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.

20.7 Third-Party Rights

Except as expressly provided in this Agreement (including in relation to indemnified persons under Section 14), a person who is not a party to this Agreement has no right to enforce any term of it.

20.8 Counterparts and Electronic Execution

This Agreement may be entered into electronically, and affirmative click-wrap acceptance constitutes legally binding electronic acceptance of this Agreement.

20.9 Language

This Agreement is made in the English language, which shall be the controlling language for all purposes.

20.10 Incorporated Customer and Operational Documents. The Saije Terms of Service are incorporated in accordance with clauses 2.6 and 2.11. The following additional documents are incorporated only to the extent relevant to their stated operational subject matter and only where made available before acceptance: (a) Privacy Policy; (b) Cookie and Tracking Technologies Notice; (c) Subprocessor List; (d) Security Documentation and TOMs; (e) Third-Party and Open Source Notices; (f) Product Security and Vulnerability Disclosure Policy; (g) Data Portability and Switching Register; and (h) any Service Level Schedule or AI Addendum identified in the Order Form. The applicable locations are stated in the relevant Schedule, Terms, or Order Form. PixelFaerie shall maintain version records and shall not use a Terms or operational-policy update to circumvent Section 18.

20.11 Anti-Bribery, Sanctions, and Export Compliance. Each party shall comply with anti-bribery, anti-corruption, trade-sanctions, and export-control laws applicable to its performance of this Agreement. Neither party is required to perform an obligation where performance would violate such law. A party relying on this clause shall, where legally permitted, promptly notify the other and cooperate in good faith to identify a lawful alternative.

20.12 Subcontracting of Managed Services. PixelFaerie may use employees, contractors, and subcontractors to provide Managed Services, provided that PixelFaerie remains responsible for their performance, imposes confidentiality and IP obligations appropriate to their role, and complies with Schedule 1 where they process Personal Data. Material subcontractors processing Client Content shall be identified through the Subprocessor List where required by data-protection law.

21 – SURVIVAL

The following provisions shall survive termination or expiry of this Agreement for any reason: Sections 1, 4, 8 (payment obligations accrued prior to termination), 9, 10, 11, 12.4, 13, 14, 15.6, 15.8, 19, 20, and 21, together with Schedules 1, 5, 6, 7, 8, and 10 to the extent their nature or express wording requires survival.

22 – STATUTORY RIGHTS

Nothing in this Agreement excludes or limits any rights or remedies that cannot be excluded or limited by Applicable Law. To the extent that any provision of this Agreement would otherwise exclude or limit a right or remedy that Applicable Law does not permit to be excluded or limited, that provision shall be read as not applying to such right or remedy.

BY CLICKING "I AGREE", DOWNLOADING, INSTALLING, OR USING THE SAIJE SOFTWARE, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THE SAIJE TERMS OF SERVICE AND THIS AGREEMENT IN THEIR ENTIRETY, INCLUDING ALL SCHEDULES.

If You do not agree, You must not install or use the Software and must uninstall any existing copies.

SCHEDULE 1 – DATA PROCESSING AGREEMENT (Article 28 GDPR)

This Schedule forms part of the Agreement and governs the processing of Personal Data by PixelFaerie as data processor on behalf of You as data controller in connection with the Managed Services.

DPA 1 – Definitions

All capitalised terms used but not defined in this Schedule have the meanings given in Section 1 of the Agreement or the GDPR, as applicable.

DPA 2 – Subject Matter, Nature, Duration, and Purpose

2.1 Subject matter: processing of Personal Data contained in or derived from Client Content submitted by You through the Platform.

2.2 Nature: collection, recording, organisation, storage, retrieval, use, disclosure, transmission, and deletion.

2.3 Duration: for the term of the Agreement and until deletion in accordance with DPA 7.

2.4 Purpose: provision of Managed Services as described in Section 6 of the Agreement.

2.5 Types of Personal Data: names, professional contact details, account and user identifiers, images, presentation content, business information, usage and support data, and any other Personal Data included in Client Content. Special-category, criminal-offence, government-identifier, payment-card, or financial-account data may be processed only where expressly agreed in a supplementary written addendum with appropriate safeguards.

2.6 Categories of data subjects: Your employees, clients, customers, partners, and other individuals whose data is included in Client Content.

DPA 3 – Processor Obligations

PixelFaerie shall:

(a) process Personal Data only on Your documented instructions (which includes the terms of this Agreement and any instructions given through the Platform), unless required to do so by EU or Irish law, in which case PixelFaerie shall inform You of that legal requirement before processing unless prohibited by law;

(b) ensure that persons authorised to process Personal Data are subject to appropriate confidentiality obligations;

(c) implement appropriate technical and organisational security measures in accordance with Article 32 GDPR;

(d) assist You in responding to requests from data subjects exercising their rights under Chapter III GDPR;

(e) assist You in complying with Articles 32–36 GDPR (security, breach notification, DPIAs, prior consultation);

(f) at Your election, delete or return all Personal Data to You after the end of the provision of services, and delete existing copies unless required by Applicable Law to retain them;

(g) make available to You all information necessary to demonstrate compliance with this Schedule and permit audits or inspections conducted by You or a mandated auditor, subject to reasonable notice and confidentiality safeguards.

(h) immediately inform You in writing if PixelFaerie reasonably believes that any instruction You have given infringes the GDPR or other applicable EU or Member State data protection law, providing the reasons for that belief. PixelFaerie shall suspend performance of the relevant instruction pending Your written clarification, unless required by law to act otherwise.

DPA 4 – Sub-processors

4.1 You grant PixelFaerie general authorisation to engage sub-processors for the purposes of providing the Managed Services.

4.2 PixelFaerie shall maintain an up-to-date Subprocessor List identifying each material subprocessor, the service performed, the country or countries of processing, and the applicable international-transfer mechanism. PixelFaerie will notify You of any intended addition or replacement at least fourteen (14) days in advance by the method stated in the Subprocessor List or Your account settings.

4.2A Objection to Sub-processors. You may object to PixelFaerie’s appointment of a new sub-processor on reasonable data-protection grounds by giving written notice within the fourteen (14)-day notice period. PixelFaerie will work in good faith with You to resolve the objection. If the parties cannot reach a reasonable solution within thirty (30) days of the objection, You may terminate the affected Managed Services without penalty, in which case PixelFaerie will refund any prepaid fees attributable to the terminated services on a pro-rata basis. The referenced sub-processor list must be published and operational at https://pixelfaerie.com/pf-sub-processors.html before this Agreement takes effect.

4.3 PixelFaerie shall impose on sub-processors data protection obligations equivalent to those in this Schedule and shall remain liable for the acts and omissions of its sub-processors.

DPA 5 – Security Measures

PixelFaerie shall implement and maintain the Technical and Organisational Measures in Schedule 6, taking into account the state of the art, implementation costs, and the nature, scope, context, and purposes of processing and risks to individuals. PixelFaerie may update the measures to reflect technical and organisational developments, provided that the overall level of security is not materially reduced. On reasonable request, PixelFaerie shall provide a current description of the measures and available independent assurance materials, subject to confidentiality and security restrictions.

DPA 6 – Personal Data Breaches

PixelFaerie shall notify You without undue delay and, where reasonably practicable, within forty-eight (48) hours of becoming aware of a Personal Data Breach affecting Client Content. The initial notification may be preliminary and may be followed by phased updates as further information becomes available. Notification shall include, to the extent then known: (a) the nature of the breach, including the categories and approximate number of data subjects and records affected; (b) the likely consequences of the breach; (c) the measures taken or proposed to address the breach and mitigate its effects; and (d) the name and contact details of PixelFaerie’s data protection contact point. PixelFaerie shall cooperate fully with You in your obligations to notify the Data Protection Commission and affected data subjects under Articles 33 and 34 GDPR.

DPA 7 – Retention, Return, and Deletion

Upon termination or expiry of the Agreement, You may, within thirty (30) days, elect in writing to have Personal Data returned to You in a commonly used machine-readable format or securely deleted. If You make no election within that period, PixelFaerie shall securely delete the Personal Data. Where Personal Data is returned, PixelFaerie shall delete its remaining live-system copies within thirty (30) days after completing the return. Personal Data may remain in encrypted or otherwise isolated backup copies for up to ninety (90) days after live-system deletion, solely as part of PixelFaerie's normal backup and disaster-recovery process; such backup data shall not be restored to production except where reasonably required for disaster recovery and shall remain subject to the confidentiality and security obligations in this Agreement until automatically overwritten or securely deleted. PixelFaerie may retain Personal Data for longer only where required by Applicable Law. Account, billing, fraud-prevention, and legal-compliance data processed by PixelFaerie as an independent controller is retained in accordance with the Privacy Policy and applicable retention requirements.

DPA 8 – Transfers Outside the EEA

PixelFaerie shall not transfer Personal Data outside the EEA except in compliance with Chapter V GDPR. Where an adequacy decision is unavailable, PixelFaerie shall implement an appropriate Article 46 safeguard, including the applicable module of the European Commission Standard Contractual Clauses where appropriate, complete the required annexes, assess the law and practices of the destination, adopt supplementary measures where necessary, and require equivalent onward-transfer protection. PixelFaerie shall, where legally permitted, notify You of a legally binding governmental demand for Client Personal Data, review the demand for validity and proportionality, challenge unlawful or disproportionate demands where reasonable, and disclose only the minimum legally required data.

DPA 9 – Data Subject Requests and Regulatory Assistance

9.1 PixelFaerie shall promptly notify You of any data-subject request relating to Client Personal Data unless prohibited by law and shall not respond substantively except on Your documented instructions. PixelFaerie shall provide reasonable technical and organisational assistance, taking into account the nature of processing.

9.2 PixelFaerie shall provide reasonable assistance with data-protection impact assessments, prior consultation, regulator enquiries, and evidence of compliance relating to the processing, subject to reasonable advance notice and reimbursement of demonstrable costs for assistance beyond ordinary service obligations where permitted by law and agreed in advance.

DPA 10 – Audits and Assurance

10.1 PixelFaerie may satisfy routine audit requests by providing current independent audit reports, certifications, penetration-test summaries, security questionnaires, or other suitable assurance materials. Where those materials are insufficient to demonstrate compliance, You may conduct or appoint an independent auditor to conduct an audit no more than once annually, except following a material breach or regulator request, on reasonable notice and subject to confidentiality, security, and non-disruption requirements.

10.2 Each party shall bear its own ordinary audit costs. You shall reimburse PixelFaerie’s reasonable costs of a bespoke audit where no material non-compliance is identified, provided those costs were disclosed and agreed in advance. PixelFaerie shall bear reasonable remediation costs for material non-compliance attributable to it.

DPA 11 – Order of Precedence and Survival

If this Schedule conflicts with another provision concerning the processing of Client Personal Data, this Schedule prevails. This Schedule survives for as long as PixelFaerie or any subprocessor retains Client Personal Data.

SCHEDULE 2 – ACCEPTABLE USE POLICY

1. Permitted Use. You may use the Platform and Managed Services only for lawful business purposes and in accordance with this Agreement.

2. Prohibited Content. You must not submit Client Content that: (a) is unlawful, harmful, threatening, abusive, harassing, defamatory, or obscene; (b) infringes third-party Intellectual Property Rights, confidentiality, privacy, publicity, or data-protection rights; (c) contains Personal Data processed in breach of Applicable Law; (d) constitutes spam or unlawful unsolicited commercial communication; (e) is designed to deceive, defraud, impersonate, or materially mislead; (f) promotes illegal discrimination; (g) contains malicious code or unlawfully obtained credentials; or (h) facilitates prohibited or unlawful uses of AI Functionality.

3. System Integrity. You must not: (a) interfere with or disrupt the Platform or infrastructure; (b) introduce malicious code; (c) attempt to gain unauthorised access to systems or data; (d) conduct penetration testing, vulnerability scanning, scraping, automated extraction, or load testing without prior written authorisation; (e) use the Platform for cryptomining, botnets, denial-of-service activity, or credential harvesting; (f) circumvent usage, security, or licence controls; or (g) disclose vulnerability information before PixelFaerie has had a reasonable opportunity to assess and remediate it, except where disclosure is protected by law.

4. Compliance. You are responsible for ensuring Your use of the Managed Services complies with all sector-specific regulations applicable to You (including financial services, healthcare, or legal regulations).

5. Enforcement. A serious or repeated breach of this Acceptable Use Policy may result in immediate suspension or termination in accordance with clauses 15.5 and 15.7. Other remediable breaches are subject to written notice and a reasonable opportunity to cure in accordance with clause 15.3.

SCHEDULE 3 – SUBSCRIPTION PACKAGES

(Applies to Subscription Clients only)

The applicable Subscription Package, including prepaid service credits, subscription period (monthly, quarterly, or annual), billing increment, number of included revision rounds per Service Request, subscription fee (exclusive of VAT), and support tier, is exclusively identified in the Order Form accepted by both parties at the time of purchase.

No pricing or package terms are set out in this Agreement. In the event of any conflict between pricing or package terms stated in the Order Form and any indicative description elsewhere, the Order Form shall prevail.

PixelFaerie’s current subscription packages and pricing are published at: https://pixelfaerie.com/pf-turnaround-pricing.html

Retainer Client rates, packages, and billing terms are agreed in the applicable Service Agreement and Statement of Work.

Each Subscription Order Form shall also state or clearly link to: (a) the licensed legal entity; (b) named-user, concurrent-user, device, or other licence metric and quantity; (c) any affiliate or contractor rights; (d) support tier and support credits; (e) any uptime or service-level commitment; (f) the applicable Support Period or Product Security Notice; (g) data-export method and any lawful switching charge; and (h) whether Schedule 9 or Schedule 10 applies.

SCHEDULE 4 – DATA PORTABILITY, SWITCHING AND EXIT

4.1 Scope and Application

This Schedule applies to the extent the Platform or any relevant element of the Services is a data processing service subject to Chapter VI of the Data Act. It also establishes the parties’ contractual exit process where the Data Act does not apply, except that mandatory law prevails.

4.1.1 Customer Options. Upon termination or at another time permitted by Applicable Law or the Order Form, You may request: (a) switching to another provider; (b) porting Exportable Data and Digital Assets to an on-premises ICT environment; or (c) erasure of Exportable Data and Digital Assets. A third party authorised by You may act on Your behalf.

4.2 Initiating a Switching Request

4.2.1 You may initiate a Switching Request through the account settings or by written notice to the address stated in the Data Portability and Switching Register. The notice shall identify the requested option and, where applicable, the destination provider or environment and an authorised technical contact.

4.2.2 The maximum notice period for initiation shall not exceed two (2) months. PixelFaerie shall acknowledge the request and provide available procedures, formats, tools, known restrictions, estimated steps, and an indicative timeline without undue delay.

4.3 Transitional Period

4.3.1 The switching process shall be completed without undue delay and, unless technically unfeasible, within a mandatory maximum transitional period of thirty (30) calendar days beginning after the applicable notice period. The Agreement remains applicable during the transitional period.

4.3.2 If thirty days is technically unfeasible, PixelFaerie shall notify You within fourteen (14) working days after the request, explain the technical reasons, and state an alternative transitional period not exceeding seven (7) months. You may extend the transitional period once for a period reasonably selected for Your purposes, subject to continued payment of ordinary service fees where permitted by law.

4.4 Assistance, Continuity, and Security

During switching, PixelFaerie shall: (a) provide reasonable assistance to You and authorised third parties; (b) act with due care to maintain business continuity and continue contracted functions; (c) disclose known risks to continuity attributable to the source service; (d) maintain the agreed level of security throughout transfer and retrieval; (e) cooperate in good faith; and (f) avoid contractual, technical, commercial, or organisational obstacles to switching.

4.5 Exportable Data and Digital Assets

4.5.1 Exportable categories include, to the extent held by or accessible to PixelFaerie: Client Content; paid Deliverables; customer-submitted instructions and templates; user and administrator account data supplied by You; service-request, workflow, status, and revision history; prepaid-hour and usage records; customer-specific configuration and access-role metadata; and other input and output data generated directly or indirectly by use of the Platform.

4.5.2 Excluded categories may include PixelFaerie source code, algorithms, internal security analytics, proprietary operational metrics, irreversibly anonymised aggregate telemetry, and internal data whose disclosure would create a material risk to trade secrets or third-party rights, provided the exclusion does not impede or delay switching or deprive You of data needed to use Your Exportable Data and Digital Assets.

4.6 Formats, Interfaces, and Online Register

PixelFaerie shall export data in commonly used, machine-readable formats appropriate to the data, which may include PPTX, PDF, source formats agreed in an Order Form or SOW, CSV, JSON, and ZIP. PixelFaerie shall maintain an up-to-date online Data Portability and Switching Register describing available procedures, data structures, formats, open interfaces, relevant standards, known limitations, estimated timelines, and the contact channel.

4.7 Retrieval and Deletion

After completion of the transitional period, PixelFaerie shall provide a retrieval period of at least thirty (30) calendar days. After the retrieval period or a later agreed date, and once switching has completed successfully, PixelFaerie shall erase Exportable Data and Digital Assets generated directly by or relating directly to You, except data retained under Applicable Law or isolated backups retained temporarily under Schedule 1. PixelFaerie shall notify You when termination and scheduled deletion are complete.

4.8 Switching Charges

From 12 January 2027, PixelFaerie shall not impose switching charges where prohibited by the Data Act. Before that date, any reduced switching charge shall not exceed PixelFaerie’s costs directly attributable to the switching process, shall be disclosed before contract formation, and shall exclude ordinary service fees and separately requested additional professional services agreed in advance. Early-termination charges, if any, must be stated in the Order Form and comply with Applicable Law.

4.9 Termination Mechanics

The Agreement or affected service is considered terminated and You shall be notified: (a) on successful completion of switching, where You switch; or (b) at the end of the applicable notice period, where You elect erasure without switching. Accrued payment obligations and surviving provisions remain unaffected.

4.10 International Access to Non-Personal Data

Where required by the Data Act, PixelFaerie shall maintain on its website current information identifying the jurisdictions to which the ICT infrastructure used for the relevant service is subject and a general description of technical, organisational, and contractual measures designed to prevent unlawful international governmental access to or transfer of non-personal data held in the Union.

4.11 Bespoke Services

Where a service is individually custom-built and qualifies for a statutory exemption from specified switching obligations, PixelFaerie shall disclose the applicable exemption to You before contract formation. No exemption applies merely because configuration or professional services are customer-specific where the underlying service is offered at broad commercial scale.

SCHEDULE 5 – INFORMATION SECURITY AND TECHNICAL AND ORGANISATIONAL MEASURES

5.1 Security Governance

PixelFaerie shall maintain a documented information-security programme proportionate to the risks of the Software, Platform, Managed Services, Client Content, and Personal Data. The programme shall assign security responsibilities, include risk assessment and treatment, review material controls periodically, and require management oversight of material Security Incidents and remediation.

5.2 Identity and Access Management

Controls shall include unique user identities; least-privilege and role-based access; approval and periodic review of privileged access; prompt deprovisioning; secure authentication; multi-factor authentication for privileged and remote administrative access where technically available; session controls; and logging of material administrative activity.

5.3 Encryption and Key Management

PixelFaerie shall protect Client Content and Personal Data in transit using current industry-standard encrypted protocols and at rest where appropriate to risk and technically feasible. Encryption keys and secrets shall be access-controlled, rotated or replaced where appropriate, protected from unauthorised disclosure, and not embedded insecurely in source code or public repositories.

5.4 Secure Development and Change Management

PixelFaerie shall maintain proportionate secure-development practices, including security requirements, code review, dependency management, separation of development and production access where appropriate, controlled releases, testing before production deployment, change records, and rollback or remediation procedures for material changes.

5.5 Vulnerability, Patch, and Malware Management

PixelFaerie shall use proportionate vulnerability scanning, dependency monitoring, malware protection, and patch-management processes. Vulnerabilities shall be risk-rated and remediated within timeframes appropriate to severity, exploitability, exposure, and available mitigations. Internet-facing critical vulnerabilities shall receive expedited assessment and remediation or compensating controls.

5.6 Logging, Monitoring, and Detection

PixelFaerie shall maintain security logging and monitoring appropriate to detect unauthorised access, abnormal administrative activity, material service disruption, and other Security Incidents. Access to logs shall be restricted, log integrity protected, and retention aligned with security, legal, and operational needs.

5.7 Backup, Resilience, and Disaster Recovery

PixelFaerie shall maintain proportionate backup and recovery procedures for systems and data necessary to provide the Services, protect backups against unauthorised access, test restoration periodically, and maintain business-continuity and disaster-recovery arrangements appropriate to service criticality. Contractual RPO, RTO, or availability commitments apply only where completed in the Security Details Record or Schedule 9.

5.8 Incident Response

PixelFaerie shall maintain an incident-response process covering preparation, identification, containment, investigation, eradication, recovery, evidence preservation, communication, lessons learned, and corrective action. Notification obligations are governed by Sections 10 and 11 and Schedule 1.

5.9 Personnel and Confidentiality

Personnel with access to Client Content or production systems shall be subject to confidentiality obligations, security and privacy training, access appropriate to their role, and prompt access removal on termination or role change. Background screening shall be used where lawful, proportionate, and appropriate to the role.

5.10 Physical, Hosting, and Supplier Security

PixelFaerie shall use hosting and infrastructure providers with security measures appropriate to the relevant risk and shall assess material suppliers before engagement and periodically thereafter. Subprocessors shall be governed by Schedule 1. Physical-security obligations may be satisfied through contracted cloud or data-centre providers where PixelFaerie does not operate the premises directly.

5.11 Data Segregation and Lifecycle

PixelFaerie shall apply logical segregation, access controls, environment controls, retention, export, and secure-deletion processes appropriate to the service architecture. Production Client Content shall not be copied into development or testing environments except where necessary, authorised, and protected by equivalent safeguards or effective de-identification.

5.12 Assurance and No Material Reduction

PixelFaerie may update these TOMs to reflect technical developments, provided that the overall level of security is not materially reduced. Available certifications, independent audit reports, penetration-test summaries, or security questionnaires may be provided subject to confidentiality and security restrictions.

5.13 Security Details Record – Complete Before Execution

SCHEDULE 6 – OPEN SOURCE AND THIRD-PARTY SOFTWARE

6.1 Component Governance

PixelFaerie shall maintain a proportionate process to identify, review, approve, and monitor material Third-Party Software included in or used to provide the Software and Platform, including licence, security, maintenance, and provenance considerations.

6.2 Notices and Licence Terms

Applicable third-party notices, attribution, licence texts, copyright notices, and legally required source-code offers shall be made available with the Software or through a durable online notices page. Third-party terms govern only the relevant component to the extent required by those terms.

6.3 Copyleft and Customer Materials

PixelFaerie shall not knowingly combine Third-Party Software with Client Content or Deliverables in a manner that requires Client Content, Deliverables, or Your proprietary material to be disclosed, distributed in source form, or licensed to third parties, unless the applicable Order Form or SOW clearly identifies and You accept that result in writing.

6.4 Security and Maintenance

PixelFaerie shall monitor material component vulnerabilities and maintenance status as part of Schedule 6 and Schedule 8. Where a material component becomes unsupported or presents an unacceptable security or licence risk, PixelFaerie shall replace, update, isolate, or otherwise mitigate it within a reasonable period appropriate to risk.

6.5 Enterprise Component Information

Subject to confidentiality, intellectual-property, and security restrictions, PixelFaerie shall provide a current software bill of materials or comparable component inventory to customers who reasonably require it for regulated procurement, incident response, or supply-chain risk management.

SCHEDULE 7 – PRODUCT SECURITY, VULNERABILITY HANDLING AND SUPPORT PERIOD

7.1 Secure Product Lifecycle

PixelFaerie shall maintain a product-security process proportionate to the Software’s risks, including security risk assessment, secure design and development, vulnerability handling, dependency monitoring, release integrity, security updates, and documentation of material residual risks where required by Applicable Law.

7.2 Vulnerability Reporting

Security researchers and customers may report vulnerabilities by email to saije-support@pixelfaerie.com. Reports should include sufficient information to reproduce and assess the issue and should avoid unnecessary access to or disclosure of third-party data. PixelFaerie will acknowledge, triage, and communicate material remediation information within reasonable periods appropriate to severity and legal obligations.

7.3 Coordinated Disclosure

PixelFaerie supports good-faith coordinated disclosure. A reporter shall not exploit a vulnerability beyond what is reasonably necessary to confirm it, access unrelated data, degrade services, or publicly disclose details before a reasonable remediation period, except where protected or required by law. PixelFaerie shall not knowingly pursue legal action solely for compliant good-faith testing under a published vulnerability disclosure policy.

7.4 Security Updates and Notifications

During the Support Period, PixelFaerie shall provide security updates without separate charge where required by Applicable Law or included in the applicable Subscription Package. PixelFaerie shall communicate material security advisories, mitigations, and installation instructions through reasonable channels. Critical updates may be mandatory for continued safe use.

7.5 Support Period and End of Support

The Support Period shall be stated in the Order Form or Product Security Notice and assessed by reference to the expected period of use, product purpose, reasonably foreseeable use, support expectations, and availability of the operating environment and dependencies. PixelFaerie shall provide reasonable notice of end of support and identify migration or replacement options where available.

7.6 Regulatory Reporting and Cooperation

PixelFaerie shall maintain procedures to assess and make mandatory vulnerability and incident notifications applicable to it, including under the EU Cyber Resilience Act when relevant provisions apply. Customers shall promptly provide information reasonably necessary for PixelFaerie to investigate product-security incidents and meet legal reporting obligations.

7.7 Release Integrity and Documentation

PixelFaerie shall use reasonable measures to protect release integrity, which may include code signing, controlled build and release access, malware scanning, checksums, and secure distribution. Product documentation shall identify supported environments, material security configuration requirements, update methods, and known limitations where appropriate.

SCHEDULE 8 – CONDITIONAL AI FUNCTIONALITY ADDENDUM

8.1 Application and Disclosure

This Schedule applies only where an Order Form or SOW identifies AI Functionality. Before enabling material AI Functionality, PixelFaerie shall identify the function, intended purpose, material model or service provider, whether Client Content or Personal Data is transmitted to that provider, the principal hosting location where known, and any material limitations or human-review requirements.

8.2 Customer Data and Training

PixelFaerie shall not permit Client Content, Deliverables, prompts, outputs, or Personal Data to be used to train or fine-tune a general-purpose or customer-external model without Your express prior written consent. Where a provider processes such data solely to deliver the AI Functionality, it shall be subject to appropriate confidentiality, data-protection, security, retention, and deletion obligations and shall be listed as a subprocessor where required.

8.3 Human Review and Output Limitations

AI outputs may be inaccurate, incomplete, non-unique, or unsuitable for a particular purpose. PixelFaerie shall apply human review appropriate to the use case where it uses AI Functionality to produce Managed-Service Deliverables. You remain responsible for final factual, legal, regulatory, brand, and business approval before external use, except to the extent an error results directly from PixelFaerie’s breach of an express obligation.

8.4 Prohibited and High-Risk Uses

Neither party shall use AI Functionality through the Platform for an unlawful prohibited practice or to make decisions producing legal or similarly significant effects about individuals unless expressly agreed and supported by a documented legal basis, risk assessment, transparency, human oversight, security, and other safeguards required by Applicable Law. PixelFaerie may suspend an AI feature where reasonably necessary to address a legal, safety, security, or third-party-provider risk.

8.5 Intellectual Property and Confidentiality

The ownership and licence provisions in Section 9 apply to AI-assisted Deliverables, subject to third-party model terms and the possibility that purely AI-generated material may not qualify for exclusive rights. PixelFaerie shall not submit Client Confidential Information to a publicly accessible AI service or use settings that permit provider training unless expressly authorised by You.

8.6 Compliance and Records

Each party shall comply with the EU AI Act and other AI law applicable to its role. PixelFaerie shall maintain proportionate records of approved AI providers, intended purposes, relevant risk assessments, material changes, and required transparency information.

VERSION HISTORY

In accordance with Section 18, PixelFaerie maintains this record of the versions of this Agreement and of the PixelFaerie Privacy Policy that have been in effect. The version in effect on any given date is the most recent version with an effective date on or before that date. Earlier versions are available on request from legal@pixelfaerie.com.

This Agreement

Privacy Policy