1. Work to be Performed

See ‘’Statement of Work’.’ The Client hereby agrees to engage minMAX Limited to provide the Client with services as outlined in the Statement of Work and subject to both parties agreements as laid out within. The services will also include any other tasks the parties may agree on. minMAX Limited hereby agrees to provide such services to the Client based on the terms and conditions set out in this Agreement.

2. Term of Agreement

The term of this Agreement will begin on the Effective Date and will remain in full force and effect until either
   a) termination as provided in this Agreement,
   b) as agreed by both parties,
   c) no effective Statement of Work is entered into between both parties for a period of 12 consecutive months.

3. Fees and Expenses

3.1 All fees are expressed exclusive of value added tax.
3.2 minMAX Limited have the right to change its fees (subject to agreement with the Client) if the Client changes its requirements from those set out in the Statement of Work, or failing such agreement within 30 days of notice of the proposed changes, to terminate this Agreement by written notice to the Client.
3.3 The Client shall reimburse minMAX Limited for all agreed expenses (which are agreed by both parties in advance in writing) which are properly incurred by minMAX Limited in the performance of its obligations under this Agreement.
3.4 minMAX Limited will provide suitable receipts or other evidence of actual payment of any agreed expenses as the Client may reasonably require.
3.5 Any agreed expenses incurred by minMAX Limited will be invoiced in addition to the services outlined in the Statement of Work and will be subject to the same terms of payment as invoices for services.

4. Terms of Payment

4.1 All invoices presented by minMAX Limited for services rendered, as required by this Agreement, will be payable as below:
   a.) in respect of consultancy fees incurred, within 30 days of presentation of the invoice.
   b.) in respect of agreed expenses incurred, within 30 days of presentation of the invoice, and
  c.) in respect of advance or instalment payments (agreed in writing in advance by the Client) such payments will be made upon presentation of the invoice.

5. Termination of Agreement

5.1 Agreement may be terminated:
   a.) by either party, with or without cause, upon 30 days prior written notice to the other.
   b.) by either party if the other commits a breach of any term of this Agreement and which (in the case of a breach capable of being remedied) has not been remedied within 30 days of a written request to do so.
5.2 In the event of a termination of Agreement by minMAX Limited all efforts will be made to wind up assignments for the Client which began prior to the date of notice of termination, provided such assignments are able to be reasonably completed within 30 days of termination date and payment by the Client has been made.
5.3 Upon termination of this Agreement for any reason, minMAX Limited shall be entitled to receive such compensation and reimbursement, if any, accrued under the terms of this Agreement, but unpaid, as of the date of notice of termination. In addition, minMAX Limited shall be reimbursed for any non-cancellable obligations, any cancellation penalties, and, unless minMAX Limited terminates the Agreement without cause, any expenditures reasonably made in order to perform the services that were to occur had cancellation not occurred.

6. Ownership of Materials

6.1 All proprietary materials, frameworks, methodologies, and tools developed by minMAX Limited prior to or during this engagement remain the intellectual property of minMAX Limited. The Client may retain and use any materials provided during the course of the engagement for internal use, but may not modify, reproduce, or share them outside the organisation without written permission.
6.2 Materials developed specifically for the Client, in accordance with this Agreement,
belong to the Client. Any other work which may be developed for the Client will be outlined and agreed to by both parties before said work begins or is produced.

7. Confidentiality

7.1 Definition of Confidential Information "CONFIDENTIAL INFORMATION" as used in
this Agreement shall mean any and all technical and non-technical information including patent, copyright, trade secret, proprietary information, computer files, and Client information related to the past, current, future, and proposed services of Client and includes, without limitation, Client property, and Client's information concerning customers, research, financial information, purchasing, business forecasts, sales and merchandising, marketing plans and information.
7.2 minMAX Limited agrees to protect the confidentiality of all Confidential Information and, except as permitted in this section, minMAX Limited shall neither use nor disclose the Confidential Information.“minMAX Limited may use the Confidential Information solely to perform services under this Agreement for the benefit of Client, unless Client grants permission.

8. General

8.1 The Agreement is governed and construed in accordance with Irish Law and all disputes arising in connection with it are subject to the exclusive jurisdiction of the Irish courts.
8.2 Any amendment or variation to the Agreement must be outlined in writing and agreed upon by both parties.

9. Liability

9.1 minMAX Limited shall perform services with reasonable care, skill, and professionalism. Whilst every effort is made to deliver quality and impact, minMAX Limited shall not be liable for any indirect, incidental, or consequential loss or damage arising from the services provided.
9.2 In all circumstances, the total liability of minMAX Limited (whether in contract, tort, or otherwise) shall not exceed the total fees paid by the Client under this Agreement in the 12 months preceding the event giving rise to the claim.
9.3 Nothing in this clause limits liability for death, personal injury, or fraud where such limitation would be unlawful under Irish law.
9.4 The Consultant shall perform all services with reasonable care, skill, and professionalism. Where services are delivered under the direction of, or in alignment with, the Client’s own frameworks, tools, or methodologies, the Client accepts, within reason, responsibility for the outcomes of such delivery. This does not apply in cases of wilful misconduct or gross negligence on the part of the Consultant. Both parties agree to collaborate in good faith in the event of any dispute or claim arising under this Agreement.