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Enterpryze Terms and Conditions
Effective Date: October 2026 — supersedes all prior published versions
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These Terms and Conditions (“Terms”, “License”, or “Agreement”) govern the supply of the Enterpryze Software and related services by MB Enterpryze Cloudware Holdings Limited, or any of its subsidiaries (“Company”), to any customer (“Customer”, “you”) that enters into an Order Form, subscription plan, or sales quote referencing these Terms, or that otherwise accesses or uses the Enterpryze Software. These Terms, together with the applicable Order Form (the “Subscription Plan”), form the entire agreement between Customer and Company for that purchase. These Terms are also referenced on Company's invoices and apply to all amounts invoiced by Company.
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PLEASE READ THESE TERMS CAREFULLY BEFORE SIGNING AN ORDER FORM AND/OR USING THE ENTERPRYZE SOFTWARE. BY SIGNING AN ORDER FORM THAT REFERENCES THESE TERMS, AND/OR BY USING THE ENTERPRYZE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT SIGN THE ORDER FORM AND DO NOT USE THE ENTERPRYZE SOFTWARE.
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1. General
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1.1 The software, documentation and any fonts accompanying this License whether, in read only memory, on any other media or in any other form, including in App form (collectively the “Enterpryze Software”) are licensed, not sold, to you by MB Enterpryze Cloudware Holdings Limited, or any of its subsidiaries, (the “Company”) for use only under the terms of this License, and the Company reserves all rights not expressly granted to you. The rights granted herein are limited to the Company and its licensors’ intellectual property rights in the Enterpryze Software and do not include any other patents or intellectual property rights.
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1.2 Upon payment of appropriate invoices the Company grants you a non-exclusive royalty free license to utilize the Enterpryze Software for the period indicated. You acknowledge and agree that you will not have any proprietary rights in and to the Enterpryze Software and further acknowledge and agree that the Company retains all copyrights and other proprietary rights in and to the Software.
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1.3 Title and intellectual property rights in and to any content displayed by or accessed through the Enterpryze Software belongs to the respective content owner. Such content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing such content. This License does not grant you any rights to use such content.
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1.4 In the UK MB Enterpryze Cloudware Holdings Limited, or any of its subsidiaries, provides you with regulated account information services as an agent of Plaid Financial Ltd., an authorised payment institution regulated by the Financial Conduct Authority under the Payment Services Regulations 2017 (Firm Registration Number: 804718) for the provision of payment services, including account information services.
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1.5 Enterpryze has the permission to promote its provision of software to your company, including use of names, logo's and non confidential examples in the forms of case study marketing collateral and social media posts.
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1.6 Any bespoke customisations, configurations, integrations, or development work carried out by the Company for Customer, whether pursuant to a Professional Services engagement or otherwise, together with all intellectual property rights therein, shall be owned exclusively by the Company, unless otherwise expressly agreed in writing between the parties.
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2. Permitted License Uses and Restrictions
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2.1 This License allows you to use the Enterpryze Software provided to you by the Company as per your agreed and fully paid up license agreement.
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2.2 You may not copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the Enterpryze Software or any part thereof. You shall keep exclusive possession of and control over the Enterpryze Software and maintain adequate security measures to safeguard the Enterpryze Software from unauthorised access or use by any unauthorised person.
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2.3 You may at any time, from time to time, submit change requests setting out in full detail the nature of any changes you desire. The Company will consider any requests and decide independently whether these will be added to the product roadmap, and with what level of urgency.
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2.4 You may at any time request a change to the system implementation services plan. This will be treated as a change request to the services only and may change delivery timelines and outcomes. This does not change the obligations of the Customer to pay for their software subscription as per the renewal dates indicated in the applicable Order Form.
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3. Payment
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3.1 Customer shall pay fees to the Company or the Enterpryze Authorised Reseller at the rates and in the manner specified in the applicable Order Form (the “Subscription Plan”). Invoices will be raised to the contact information provided by Customer. Any change to these details must be shared with the Company in advance of invoicing and must not delay payment if details need to be amended on a raised invoice.
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3.2 For the avoidance of doubt, the fees set out in the Subscription Plan do not include charges for additional services which are quoted for and billed separately by the Company at the time of purchase throughout the subscription term.
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3.3 You agree to make payment of the Company's or the Enterpryze Authorised Reseller's invoices in accordance with the provisions of your Subscription Plan and any amendments to it during the subscription term. Such payments shall be made by electronic transfer or as the Company or the Enterpryze Authorised Reseller from time to time shall direct.
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3.4 The Company or the Enterpryze Authorised Reseller will issue invoices in a format of its choosing which may be amended from time to time. The Company reserves the right to correct any errors in its invoices, however, you are not entitled to set off against any of the Company's or the Enterpryze Authorised Reseller's invoices any money which you may claim is owed by the Company to you.
3.5 You agree to notify the Company or the Enterpryze Authorised Reseller of any discrepancies in any invoice issued by the Company within 5 (five) working days of receipt of the invoice by you. If you do not notify the Company or the Enterpryze Authorised Reseller of such discrepancies within this time period, you hereby waive your right to dispute such discrepancies.
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3.6 If you are late in paying any of the Company's or the Enterpryze Authorised Reseller's invoices then the Company or the Enterpryze Authorised Reseller shall be entitled to sue you for all outstanding sums due and to charge you interest pursuant to the European Communities (Late Payment in Commercial Transactions) Regulations 2012.
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3.7 Until the Company or the Enterpryze Authorised Reseller receives full payment in respect of any overdue invoices, it shall be entitled to suspend, withhold or refuse to provide the Enterpryze Software to you until all outstanding sums due to the Company or the Enterpryze Authorised Reseller are paid. The Company or the Enterpryze Authorised Reseller shall also be entitled to withdraw entirely the Enterpryze Software and any related services from you. Such withdrawal of service for the reasons above does not remove the liability of the Customer to pay these invoices.
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3.8 Customer shall not be entitled to delay or withhold any payment to the Company or the Enterpryze Authorised Reseller caused by delay arising from the non-performance or non-delivery by any third party.
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3.9 The remedies available to the Company or the Enterpryze Authorised Reseller under this License are additional to its general rights and remedies under statute and by law.
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3.10 Fees and Payment
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Fees. Customer will pay all fees specified in any applicable Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on the Service purchased and not actual usage, (ii) payment obligations are non-cancellable, and (iii) fees paid are non-refundable and obligations non-cancellable under any circumstances. Customer is responsible for providing complete and accurate billing and contact information to Enterpryze.
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Subscription Fee Invoicing. Unless otherwise agreed in an Order Form, the Subscription fee is invoiced annually in advance, with the first year's fee due and payable on signing of the applicable Order Form. Company will work with a Customer, should they request, to source third party financing to prepay the full Initial Term at signing. Initial Subscription fee invoice is due on delivery. Subsequent Subscription fees are due within 30 days of the invoice date, and in any case payable prior to the renewal date.
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Licenced Users. Licenced user numbers may be increased at any time during the licenced period, at the pricing rate at the date the request is made, unless otherwise agreed in writing. Licenced user numbers can only be reduced at the end of the current term by giving at least three (3) months' notice prior to the renewal date of the Order Form.
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Price Adjustment. Fees shall increase annually, with effect from each anniversary of the Subscription Plan commencement date (or, where fees are prepaid for more than one year, each anniversary of the end of the prepaid period), by not less than the increase in the Irish Consumer Price Index as published by the Central Statistics Office of Ireland over the preceding 12 months. Enterpryze may increase fees by more than this minimum at its discretion, subject to one month's notice prior to the increase taking effect. Prepaid subscriptions are not subject to change for the period prepaid.
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Taxes. Enterpryze's fees do not include any taxes, levies, duties or similar government assessments of any nature, including, for example, value added, sales, use or Withholding Taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with Customer's purchases hereunder. If Enterpryze has a legal obligation to pay or collect Taxes for which the Customer is responsible under this section, Enterpryze will invoice Customer and Customer will pay that amount unless Customer provides Enterpryze with a valid tax exemption certificate authorised by the appropriate taxing authority. For clarity, Enterpryze is solely responsible for taxes assessable against it based on its income, property and employees.
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Professional Services. In addition to the Subscription Plan, Customer may engage the Company to provide implementation, configuration, customisation, training, integration, or other professional services (“Professional Services”), as set out in an Order Form, statement of work, or sales quote. Professional Services are distinct from, and are not a condition of, the Subscription Plan, and Customer's obligation to pay the Subscription fees under Clause 3 is separate from, and not contingent upon, the delivery, completion, timing, or outcome of any Professional Services. Unless otherwise stated in an Order Form, fifty percent (50%) of the estimated Professional Services fees shall be invoiced as a non-refundable deposit on signing of the relevant Order Form. As work is carried out, the Company will raise invoices against the deposit reflecting time recorded at the Company's then-current standard rates. Once the deposit has been fully applied, the Company will invoice Customer for further Professional Services as and when incurred, and all such invoices are due within 30 days of the invoice date. The Company will use reasonable endeavours to deliver Professional Services in accordance with any agreed project plan, but any such plan or timeline is an estimate only, not a contractual commitment, and time shall not be of the essence in respect of Professional Services. Delays, scope changes, or non-completion of Professional Services — whether caused by the Company, the Customer, or a third party — do not suspend, reduce, or excuse Customer's obligation to pay Subscription fees under Clause 3, which fall due regardless of implementation status. Any change to the scope of Professional Services requested by either party shall be agreed in writing before being carried out and shall be billed in accordance with this clause.
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4. Consent to Use of Data and Account Security
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4.1 You agree that the Company may collect and use technical and related information, including but not limited to technical information about your mobile device, computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Enterpryze Software. The Company may use this information, as long as it is in a form that does not personally identify you, to improve the Company's products or to provide services or technologies.
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4.2 The Company will process and control any data or information collected by it in accordance with the Company's Privacy Policy (the “Privacy Policy”).
4.3 Customer is entirely responsible for maintaining the confidentiality of your password and account and the Company will not be liable for any loss that you may incur as a result of any use of or access to, whether authorised or not and either with or without your knowledge, your password or account.
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5. User's Obligations
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Customer hereby agrees and covenants that it shall:
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5.1 pay the Company's invoices as required by the Subscription Plan in relation to the Enterpryze Software and any related products or services purchased from the Company;
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5.2 provide accurate information to the Company to enable the Company to enhance the Enterpryze Software and notify the Company promptly if you become aware of any defects in the Enterpryze Software;
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5.3 use best endeavours to effect and maintain adequate security measures to safeguard your account from access by an unauthorised person;
5.4 assist the Company in all material respects when the Company is making support calls in a timely manner;
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5.5 assist the Company in all material respects when the Company is implementing the system for the first time, including allocating appropriate team members with the right technical and decision-making capabilities to effect a successful project, in a timely manner. Customer should expect to commit a similar amount of hours as the Company is expected to spend implementing the system;
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5.6 not knowingly obstruct the Company from providing the Enterpryze Software and related services to you and observe and deal with all reasonable requests the Company makes to you;
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5.7 save with the prior written consent of the Company, not use any trademark belonging to the Company;
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5.8 observe and implement any advice provided by the Company in connection with the Enterpryze Software in a timely manner.
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5.9 Data migration (extraction, transfer and load) is the responsibility of Customer. The Company will provide templates for master and operational data for Customer to populate and import. Migration of historical data is not included as standard.
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6. Term and Termination
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6.1 The Company or the Enterpryze Authorised Reseller may terminate this License immediately and without notice if:
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6.1.1 You do not pay any sums due under this License on the due date in accordance with the Subscription Plan;
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6.1.2 You are unable to pay your debts as they fall due or become the subject of any formal insolvency procedure (for example, receivership, liquidation, administration, voluntary arrangements or bankruptcy); or
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6.1.3 You are in breach of any of your material obligations under this License.
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6.1.4 None of the above absolve Customer from fulfilling its obligations under the applicable Order Form; all invoices to the next renewal date remain payable.
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6.2 The Company or the Enterpryze Authorised Reseller may terminate this License by giving you seven days' notice of the Company's intention to terminate the License where you have breached any provisions of this License including but not limited to the provisions relating to Payment set out in Clause 3 above.
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6.3 Upon termination of this License, the Company or the Enterpryze Authorised Reseller will not make any refunds to you and the Company shall be entitled to payment of any outstanding amounts under the Subscription Plan up to the date of termination of this License together with any damages incurred by the Company or the Enterpryze Authorised Reseller for any breaches of this License by you.
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6.4 Upon the termination of this License, you shall immediately cease all use of the Enterpryze Software.
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6.5 Either party may terminate the applicable Order Form at the end of the then-current term by providing at least three (3) months' written notice before the end of that term. Otherwise the Order Form will renew automatically.
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6.6 Unless otherwise specified in the applicable Order Form, the Initial Term shall be 36 months from the Order Form's Effective Date for all software included in that Order Form. Beyond the Initial Term, the Order Form will renew automatically (subject to Clauses 6.1 and 6.2) for an equivalent term on each anniversary of the Effective Date and will be invoiced annually, unless otherwise agreed in writing.
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7. Indemnity
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7.1 You agree to fully indemnify, keep indemnified, defend (at the Company's request), and hold the Company, its parent, subsidiaries, affiliates, officers and employees, harmless from any claims, demands, losses, expenses (including but not limited to legal expenses) or liability incurred or sustained by the Company or any of its employees and agents, directly or indirectly, or made or brought by any third party due to or arising out of the following:
7.1.1 the provision of the Enterpryze Software to you;
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7.1.2 your breach of your warranty under this License;
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7.1.3 your fraudulent behaviour, wilful misconduct or negligence;
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7.1.4 any violation by you of the License or any provision therein;
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7.1.5 any violation by you of any Intellectual Property rights of any person or entity;
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7.1.6 any use or misuse by you or any third parties connected with you of your password or account;
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7.1.7 any content requested by you or modification of the Enterpryze Software required by you.
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7.2 Without prejudice to the generality of the indemnity set out in Clause 7.1, you shall fully indemnify the Company or the Enterpryze Authorised Reseller in respect of any breach of licence, copyright, patent, trademark or any other applicable law or regulation caused by your use of any Intellectual Property.
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7.3 In addition to the above and without prejudice to the provisions of clause 7.1 or 7.2 above, you hereby agree to indemnify the Company or the Enterpryze Authorised Reseller against any loss, damage, costs, expenses, claim or liability whatsoever and howsoever incurred which the Company or the Enterpryze Authorised Reseller may incur as a consequence of any breach by you of the obligations, provisions or undertakings contained in this License.
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7.4 The Company shall indemnify and hold Customer harmless against any third-party claim that the Enterpryze Software, as supplied and used in accordance with this License, infringes that third party's intellectual property rights, and shall pay the reasonable costs and damages finally awarded against Customer (or agreed in settlement by the Company) as a result, provided that Customer (a) notifies the Company promptly in writing of any such claim, (b) gives the Company sole control of the defence and settlement of the claim, and (c) provides reasonable co-operation at the Company's expense. This indemnity does not apply to the extent a claim arises from (i) Customer's use of the Enterpryze Software in combination with any product, data, or service not provided by the Company, (ii) modification of the Enterpryze Software not carried out by the Company, or (iii) Customer's breach of this License. The Company's total liability under this Clause 7.4 shall be subject to the limitations set out in Clause 9.
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8. Warranty
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8.1 There is no warranty for the Enterpryze Software to the extent permitted by applicable law. The Company provides the Product “as is” without warranty of any kind, either expressed or implied, statutory or otherwise including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.
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9. Limitation of Liability
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9.1 To the extent not prohibited by law, in no circumstances shall the Company or the Enterpryze Authorised Reseller be liable for any direct, incidental, special, indirect or consequential loss or damage whatsoever and howsoever arising, including, without limitation, damages for loss of profits, loss of data, economic loss, business interruption, fitness for a particular purpose or any other damages or losses, arising out, in connection with or related to your use of, or inability to use, the Enterpryze Software, whether such liability arises in Contract or Tort.
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9.2 Each party's total liability to the other of all losses arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed an amount equal to the annual Subscription fee payable by the Customer under the Subscription Plan in effect at the time the claim arises (calculated, in the case of a Customer who has prepaid the Subscription fee for more than one year, by dividing the total prepaid Subscription fee by the number of years prepaid), and shall in no circumstances include any Professional Services fees.
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9.3 Nothing in this Clause 9 excludes or limits either party's liability for (a) fraud or fraudulent misrepresentation; or (b) death or personal injury caused by its negligence, to the extent such liability cannot be excluded or limited under applicable law.
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10. Severability
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10.1 If for any reason any provision, or portion thereof, is deemed to be unenforceable by the Courts, the remainder of this License shall continue in full force and effect.
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11. Entire Agreement and Non-Reliance
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11.1 This Agreement (together with any documents referred to in it or incorporated by reference, including the applicable Order Form) constitutes the entire agreement between the parties and supersedes all prior agreements, arrangements, negotiations, and understandings between them, whether written or oral, relating to its subject matter.
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11.2 Each party acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, assurance, or undertaking (whether made negligently or innocently) of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement. Without limiting the foregoing, the Customer acknowledges that it has not relied on any pre-contractual statement, demonstration, projection, or representation — whether made by the Company's employees, agents, or representatives, and whether made orally, in writing, in sales materials, or during any demonstration or discussion — that is not expressly set out in this Agreement, including as to the functionality, integration capability, compatibility, or performance of the software or services.
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11.3 Each party agrees that its only remedy in respect of any such statement, representation, warranty, assurance, or undertaking shall be for breach of contract under this Agreement, and no party shall have any right of action against the other in tort (including negligence) or for misrepresentation (whether negligent or innocent) based on any statement or representation not expressly set out in this Agreement.
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11.4 Nothing in this clause shall operate to limit or exclude any liability for fraud or fraudulent misrepresentation.
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12. Confidentiality
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12.1 Both parties agree to keep confidential all information concerning the other party's business or its ideas, products, trade secrets, processes, customers or services that could be considered confidential or proprietary information.
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12.2 Confidential information is any information belonging to or in the possession or control of a party that is of a confidential, proprietary or trade secret in nature, including, without limitation, any information relating to or concerning the price or pricing structure of the Enterpryze Software, which is furnished or disclosed to the other party. Confidential information will remain the property of the other party and the receiving party will not acquire any rights to that confidential information.
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12.3 Each party agrees to keep confidential the existence, subject matter, and substance of any dispute, claim, or complaint arising under or in connection with this Agreement, and the terms of any settlement or resolution reached between the parties, and shall not disclose the same to any third party except (a) to its professional advisers, insurers, or auditors under a duty of confidentiality, (b) where required by law, regulation, or a valid order of a court or arbitral tribunal of competent jurisdiction, (c) to enforce its rights under this Agreement, or (d) with the prior written consent of the other party.
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13. Force Majeure
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13.1 Save for those relating to payment, the obligations of each party under this License shall be suspended during the period and to the extent that that party is prevented or hindered from complying with them by any cause beyond its reasonable control including (insofar as beyond such control but without prejudice to the generality of the foregoing expression) strikes, lock-outs, labour disputes, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials, goods or raw materials in connection with the performance of this License.
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13.2 In the event of either party being so hindered or prevented, the party concerned shall give notice of suspension as soon as reasonably possible to the other party stating the date and extent of the suspension and its cause, and the omission to give such notice shall forfeit the rights of that party to claim suspension. Any party whose obligations have been suspended as aforesaid shall resume the performance of those obligations as soon as reasonably possible after the removal of the cause and shall so notify the other party. In the event that the cause continues for more than 6 months either party may terminate this Agreement on 30 days' notice.
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14. Freedom to Contract
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14.1 The parties declare that they each have the right, power and authority and have taken all necessary steps to execute and deliver and to exercise their rights and perform their obligations under this License.
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15. Waiver
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15.1 The failure of the Company or the Enterpryze Authorised Reseller to exercise or enforce any right under this License shall not be deemed to be a waiver of that right, nor operate to bar the exercise or enforcement of it at any time or times thereafter.
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16. Assignment
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16.1 You may not at any time assign, rent, lease, lend, sell or commercially exploit any of your rights and obligations under this License, in whole or in part, either voluntarily or by operation of law, and any attempt by you to assign this License shall be a material breach of this License and any such purported assignment shall be null and void.
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16.2 The Company may at any time assign, mortgage, charge, delegate a trust over or deal in any other manner with any and all of its rights under this agreement.
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17. Governing Law and Jurisdiction
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17.1 This License shall be governed by and construed in accordance with the laws of Ireland.
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17.2 The Irish Courts shall have exclusive jurisdiction to deal with any dispute arising out of or in connection with this License.
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18. Amendments to these Terms
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18.1 The Company may update or amend these Terms from time to time. The “Effective Date” at the top of these Terms indicates when they were last updated. Where an amendment is material, the Company will provide reasonable advance notice to active Customers (for example, by email to the primary contact on file) before the amendment takes effect for that Customer.
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18.2 For an existing Customer under an active Order Form, the version of these Terms in effect on the Order Form's Effective Date shall continue to apply for the remainder of the then-current term, unless the Customer agrees in writing to the updated Terms, or the amendment is required to comply with applicable law.
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18.3 For a new Order Form, the version of these Terms in effect at the date of that Order Form shall apply.