Terms & conditions

Provider	Jenercode Limited trading as Jenercode
Company details	Irish company number 703300
Effective date	07/09/2026
Legal contact	LEGAL@JENERCODE.COM

BUSINESS USERS ONLY

These Terms are intended only for customers acting wholly or mainly for business, trade, craft or professional purposes. They are not consumer terms. A person acquiring the Services primarily for personal use must not accept these Terms or use the Services.

Important notice

Please read these Terms carefully. They contain important provisions concerning customer responsibility for project specifications, testing and production deployment; software supplied on an “as is” basis; restrictions on warranties and remedies; and significant limitations and exclusions of Jenercode's liability.

By creating an Account, clicking to accept, uploading a Project Specification, pressing Build, accessing the Platform, or using any Service, the Customer agrees to these Terms. The individual accepting confirms that they have authority to bind the Customer.

APPLICATION-FIRST SERVICE

Jenercode is not a general conversational coding assistant. A Project Specification may consist of user instructions, a written specification, existing or legacy code, or a combination of these. Where existing or legacy code is provided, it may be accompanied by instructions for its analysis, modification, enhancement, upgrading, refactoring or rebuilding. The Customer remains responsible for defining what is to be built or changed and for deciding whether the Production Code is suitable for use.

With a Valid Subscription, the Customer may create, inspect, assess and validate an MVP within the Platform before committing to purchase Production Code. Once the MVP has been validated, the Platform displays the Production Code Price and asks the Customer to confirm that it wishes to proceed at that price. The Customer may decide not to proceed. Pressing Build after that confirmation accepts the displayed Production Code Price and authorises payment; the Production Code Price must be paid in full before the Production Code is generated, released, downloaded, exported or deployed to the Customer's AWS Account.

1. Agreement structure and priority

1.1 These Business Terms of Service and Production Code Terms (Terms) form a legally binding agreement between the entity identified as the provider on the cover page (Jenercode, we, us or our) and the business customer accepting them (Customer, you or your).

1.2 The agreement also covers the Customer’s selected Subscription plan and any Production Code Price that the Customer accepts through the Platform. Any other policy forms part of the agreement only where these Terms expressly state that it does.

1.3 If these Terms conflict with a price, usage limit or plan entitlement displayed and accepted in the Platform, the displayed item controls only that specific commercial matter. A departure from these Terms is effective only if expressly agreed in writing by an authorised representative of Jenercode.

1.4 Website copy, demonstrations, pitch materials, statements about rapid generation, indicative processing times and other marketing statements do not form part of the agreement or create a delivery commitment, warranty or service level.

2. Definitions

Account means an account through which an Authorised User accesses the Platform.

Archived Project means a Project removed from active Platform access and placed in archival storage or otherwise made inactive. Archived Projects are not available to the Customer and restoration is not guaranteed.

Authorised User means an employee, officer, contractor or professional adviser whom the Customer authorises to use the Services for the Customer's internal business purposes.

AWS means Amazon Web Services and any relevant AWS group company, product or service.

AWS Account means an AWS account opened, owned, controlled and funded by the Customer.

Background Technology means the Platform and all software, architectures, frameworks, engines, algorithms, models, data structures, build systems, templates, rules, workflows, user interfaces, tools, methods, documentation, know-how and other technology owned, controlled or developed by Jenercode independently of a Customer Project, including improvements and generic reusable elements.

Build means the Customer's action of pressing the Build control, or giving the equivalent instruction in the Platform, after reviewing the then-current Project Specification, validating the MVP and confirming the displayed Production Code Price, to accept that Production Code Price and instruct Jenercode to generate the Production Code. Pressing Build authorises Jenercode and Stripe to charge the Production Code Price. Jenercode is not required to begin generation until the Production Code Price has been paid in full.

MVP means the functional application version generated from the then-current Project Specification and made available for the Customer to run, inspect, assess and validate within the Platform before the Production Code Price is displayed and before Build. The MVP is provided solely for in-Platform evaluation, excludes source-code access and does not give any right to copy, download, export, deploy or use the application outside the Platform.

Customer Materials means the Project Specification and all data, content, branding, credentials, test cases, feedback and other materials provided or made available by or for the Customer in connection with the Services.

Personal Data means personal data as defined under applicable data-protection law.

Documentation means documentation generated for a Customer’s Production Code that describes or explains the structure, components, functionality, configuration, interfaces or other technical aspects of that Production Code.

Platform means Jenercode's deterministic, application-first software generation platform, including its interfaces, tools, environments and Background Technology.

Preview Output means a specification rendering, instruction set, prototype, MVP or other automated pre-Build material made available within the Platform, excluding Production Code generated through a paid Build.

Project means a software build, modification, upgrade, refactoring or other software project undertaken through the Services in response to a Project Specification and Customer edits.

Production Code means the finished Customer-specific software generated through a paid Build. It includes the Customer-specific source code and may include object or executable code, configuration, schemas, tests, deployment materials and Documentation generated for the Project.

Project Specification means the total project input uploaded, entered, edited or approved by the Customer for a Project. It may include user instructions, prompts, written specifications, requirements, workflows, data structures, roles, rules, integrations, non-functional requirements and acceptance criteria, as well as existing or legacy source code and any instructions relating to the analysis, modification, enhancement, upgrading, refactoring or rebuilding of that code.

Production Code Price means the price displayed to the Customer for generating and releasing the Production Code, including source-code access, download, use and ownership. It does not include any hosting costs. The Production Code Price is separate from the Subscription Fee.

Services means access to and use of the Platform and its automated specification, instruction, prototype, MVP, generation, testing, code-release and related tool capabilities.

Stripe means the Stripe group entity or entities providing payment-processing, billing, fraud-prevention or related services for payments made to Jenercode.

Subscription means the Customer's recurring monthly plan for access to the Platform and its Projects, subject to the features, usage limits, number of Authorised Users and other entitlements displayed at purchase or in the Account.

Subscription Fee means the recurring monthly fee for a Subscription, excluding any Production Code Price, VAT and other separately stated charges.

Third-Party Service means a product, software, framework, infrastructure, API, integration, website or service supplied by a person other than Jenercode, including AWS, Stripe and code-analysis tools.

Valid Subscription means a Subscription that is active, not cancelled or expired, has a valid payment method and has no overdue Subscription Fee or other amount that Jenercode requires to be paid as a condition of continued Platform access.

3. Business eligibility, authority and capable use

3.1 The Services are offered only to legal persons and individuals acting wholly or mainly for business, trade, craft or professional purposes. The Customer must not permit consumer use or represent that these Terms govern a consumer transaction.

3.2 The person accepting these Terms warrants that the Customer is validly formed where applicable, that they are at least 18 years old, and that they have authority to bind the Customer.

3.3 The Customer acknowledges that effective use requires a sufficiently detailed Project Specification. The Project Specification may be provided through instructions, a written specification, existing or legacy code, or a combination of these. Where instructions are used, personnel should be able to describe the required functionality in sufficient detail and understand concepts such as workflows, user stories, entities and roles. Top-line requests, conversational prompts or broad outcomes will not ordinarily be sufficient.

3.4 The Services are a self-service software tool. Jenercode does not review, approve, validate or comment on a Project Specification and does not provide business analysis, requirements discovery, software architecture advice, legal or regulatory advice, cybersecurity or accessibility certification, independent quality assurance, training or other professional services, except for supported AWS configuration and deployment provided under section 12.

3.5 Any automated prompt, warning, explanation, test result or other Platform response forms part of the tool capability only. It is not human review, professional advice, approval of the Project Specification or confirmation that a Project can be converted into a usable application or is fit for purpose.

4. The Services

4.1 Subject to these Terms and the Customer maintaining a Valid Subscription, the Customer and its Authorised Users may access and use the Platform for the Customer's Projects.

4.2 The Platform uses the Customer's Project Specification to create and refine an MVP for the Customer to review and validate. A Project Specification may include user instructions, a written specification, existing or legacy code, or a combination of these.

4.3 Before Build, the Customer may review and amend the Project Specification and repeatedly assess and validate the MVP. The Customer is responsible for ensuring that the Project Specification accurately reflects what it wants Jenercode to build, modify, enhance, upgrade, refactor or rebuild.

4.4 Once the Customer has validated the MVP, the Platform will display the Production Code Price. If the Customer chooses to proceed, pressing Build accepts that price and authorises payment. Once the Production Code Price has been paid in full, Jenercode will generate the Production Code and make it available through the delivery method selected by the Customer, including source-code release or supported deployment to the Customer's AWS Account.

5. Project Specifications and Customer Materials

5.1 The Customer is responsible for the completeness, accuracy and lawful use of its Project Specification and Customer Materials. Where these include existing or legacy code, the Customer is also responsible for having the right to provide and use that code and for clearly identifying any changes or enhancements it requires.

5.2 Before Build, the Customer must review the Project Specification and validate the MVP to ensure that they reflect what the Customer wants Jenercode to build, modify, enhance, upgrade, refactor or rebuild. The Platform will rely on the latest Project Specification approved by an Authorised User when Build is pressed.

5.3 The Customer confirms that it has all rights, licences and permissions required for Jenercode to use, reproduce, modify and otherwise handle the Customer Materials as necessary to provide the Services.

5.4 The Customer and its Authorised Users must not upload, enter or otherwise provide Personal Data in a Project Specification, existing or legacy code, instructions, test data, an MVP or any other Project material. The Platform must not be used to process or test with real Personal Data. This restriction does not prevent an Authorised User from providing their own account and billing information through fields specifically provided for that purpose.

5.5 Where data is required for development or testing, the Customer must use synthetic or otherwise non-personal data. Payment information must be provided only through the designated payment process. Jenercode may remove or restrict material that it reasonably believes breaches this section, but is not required to inspect Customer Materials for Personal Data.

6. Subscription, Production Code and Payment

6.1 A Valid Subscription is required to access the Platform and Projects. The Subscription Fee is charged monthly in advance and renews automatically each month until cancelled.

6.2 By starting a Subscription, the Customer authorises Jenercode and Stripe to charge the Subscription Fee and applicable taxes to its selected payment method. Jenercode may change the Subscription Fee or plan entitlements on at least 30 days' notice, with the change taking effect from the next applicable renewal.

6.3 After the Customer has validated the MVP, the Platform will display the Production Code Price. The Customer is not obliged to proceed. Before pressing Build, the Customer must review the displayed price and confirm that it wishes to proceed at that price.

6.4 By pressing Build, the Customer accepts the displayed Production Code Price, instructs Jenercode to generate the Production Code and authorises payment. The Production Code Price must be paid in full before the Build is required to begin and before the Production Code is released, downloaded, exported or deployed.

6.5 If the Customer changes the Project Specification and requests a revised Build, the Platform will display the revised Production Code Price before Build. Where Production Code has already been purchased for that Project, the Customer will pay only any increase over the Production Code Price paid for the most recent Build. If the revised price is equal to or lower than the amount previously paid, no additional amount is due and the previous payment is not refundable except as provided in clause 8.4.

6.6 Payments are processed through Stripe unless Jenercode provides another payment method. If a payment fails or becomes overdue, Jenercode or Stripe may retry payment, request updated payment information or place the Account on hold. Jenercode is not responsible for payment-processing failures or interruptions outside its reasonable control.

6.7 If the Customer does not have a Valid Subscription, access to the Account and Projects may be placed on hold. This does not affect the Customer's ownership or use of Production Code already purchased and downloaded.

6.8 If the Customer does not maintain a Valid Subscription, Projects may be archived after 90 consecutive days and permanently deleted after 180 consecutive days, measured from the original unpaid Subscription due date or, where no payment is overdue, from cancellation, expiry or termination. Jenercode will use reasonable efforts to notify the Customer before archive or deletion. The Customer is responsible for keeping its contact details current and maintaining its own copies of Production Code and other important Project data.

6.9 The Customer may cancel its Subscription at any time, with cancellation taking effect at the end of the current paid monthly period. Subscription Fees already paid are non-refundable and are not prorated. If the Customer later reactivates its Subscription, it may upload a retained copy of its Production Code where the Platform then supports this, but Jenercode does not guarantee restoration of previous Project history or compatibility with a later Platform version. All prices exclude applicable taxes unless stated otherwise, and AWS and other Third-Party Service charges are separate from the Subscription Fee and Production Code Price.

7. MVP Validation and Testing

7.1 Before Build, the Customer must review and validate the MVP and satisfy itself that the Project Specification and MVP reflect what it wants Jenercode to build or change. By pressing Build, the Customer confirms that it has completed that validation to its own satisfaction.

7.2 Jenercode may use SonarQube or other independent or third-party tools to analyse aspects of Production Code, including code quality, security, reliability and maintainability. Any reports, scores or automated checks are indicators only and are not certifications, warranties or guarantees and do not replace appropriate independent review and testing.

7.3 The MVP and other preview environments are for evaluation only. They must not be used for production, live operations or storage of Customer records or Personal Data, and are available only while the Customer has a Valid Subscription.

8. Errors and Remediation

8.1 If the Production Code materially fails to perform substantially as the MVP validated immediately before Build, or materially fails to implement an express requirement in the Project Specification used for that Build, the Customer must notify Jenercode in writing within 30 days of the Production Code first being released, downloaded, exported or deployed. The Customer must provide sufficient information, logs and suitable test data to allow the issue to be reproduced.

8.2 Where Jenercode reasonably determines that the issue was caused by an error in the Platform's generation or release of the Production Code, Jenercode will use reasonable efforts to correct the issue through the Platform.

8.3 This remedy does not apply where the issue results from an incomplete, unclear or incorrect Project Specification; a new or changed requirement; Customer or third-party changes; deployment, configuration, infrastructure, integrations or Third-Party Services; or use of the Production Code outside the agreed Project requirements.

8.4 If Jenercode is unable, after reasonable efforts, to correct a material failure covered by this section, Jenercode will refund the Production Code Price paid for the affected Production Code. On receiving the refund, the Customer must stop using that Production Code, delete copies under its control and assign back to Jenercode the rights transferred under clause 13.4.

8.5 The correction or refund described in this section is the Customer's sole contractual remedy for a material error covered by this section. Any dispute about whether a material mismatch exists or its cause may, by written agreement, be referred to an independent software expert jointly appointed by the parties. The expert will act as an expert and not an arbitrator, may determine a fair procedure and allocation of reasonable fees, and its decision will be final except for manifest error. Otherwise, the dispute will be dealt with under section 24.

9. Production Use and Customer Responsibility

9.1 The Customer is responsible for determining whether the Production Code is suitable, safe and lawful for its intended use.

9.2 Before using the Production Code in production, the Customer must ensure that it is reviewed and tested to a standard appropriate to its intended use. This may include functional, security, performance, privacy, accessibility, regulatory and other specialist review where relevant to the Project.

9.3 The Customer is responsible for production deployment unless Jenercode has agreed to perform a supported deployment into the Customer's AWS Account. Where Jenercode performs that deployment, Jenercode is responsible for the deployment step only. The Customer remains responsible for acceptance, operation, monitoring, backups, maintenance, updates, security and end-user support after deployment.

9.4 The Customer must not represent that Jenercode has independently reviewed, approved, certified or warranted the Project Specification, Production Code or the Customer's intended use. The Customer must obtain any professional, technical, legal, security or regulatory expertise appropriate to its use of the Production Code.

10. Accounts, Access and Security

10.1 The Customer is responsible for all activity under its Accounts and for the acts and omissions of its Authorised Users and anyone using its credentials. Access must be limited to Authorised Users and credentials must not be shared outside the Customer's authorised team.

10.2 The Customer must use strong authentication, protect credentials and access tokens, apply appropriate access controls, promptly remove access when it is no longer required and notify Jenercode without undue delay of suspected compromise or unauthorised use.

10.3 Jenercode may require identity or authority verification, enforce technical limits and suspend access where reasonably necessary to protect the Platform, a Project, customers or third parties.

11. Acceptable Use and Prohibited Applications

11.1 The Customer must comply with applicable law and must not use the Services or Production Code for unlawful, exploitative, abusive, deceptive or materially harmful purposes, including infringement of rights, malware, unauthorised access, fraud, evasion of security controls, unlawful monitoring or exploitation, unlawful discrimination, sexual or exploitative content involving children, or promotion of violence or hatred. If Jenercode becomes aware of prohibited use, it may refuse or stop a Build, remove the affected Project, or suspend or terminate access. Jenercode is not required to review or approve Projects in advance.

11.2 The Services and Production Code must not be used where failure or incorrect operation could reasonably be expected to cause death, personal injury, serious property or environmental damage, material interruption to critical infrastructure, or an unlawful or materially harmful decision about an individual. This includes life-support, medical diagnosis or treatment, autonomous weapons, nuclear or aviation-safety systems, emergency-response or critical-infrastructure control, and fully automated high-impact decision systems.

11.3 The Customer must implement meaningful human oversight and all legally required risk management, notices, records, testing and controls for any use of software-assisted or automated decision-making.

11.4 The Customer must comply with applicable export controls, sanctions and trade restrictions and must not make the Services available to a prohibited person or territory.

12. Customer AWS Account and Third-Party Services

12.1 Where the Customer chooses to deploy the Production Code to AWS, the Customer is responsible for opening, owning and funding its own AWS Account. Jenercode will determine and configure the technical AWS requirements necessary to host and deploy the application. The Customer must provide Jenercode with the access and permissions reasonably required to carry out that configuration and deployment.

12.2 The Customer contracts directly with AWS and is responsible for all AWS charges and for complying with AWS terms and policies. Jenercode does not own, fund or act as reseller or guarantor of the Customer's AWS Account.

12.3 The Customer is responsible for maintaining its AWS Account in good standing, including billing details and administrator access. Jenercode is responsible only for the AWS configuration and deployment activities that it performs as part of the selected deployment service.

12.4 Where the Customer selects supported deployment to its AWS Account, Jenercode will configure the technical environment required for the application and deploy the Production Code after the Production Code Price has been paid in full. The Customer must provide and maintain the permissions and access required for this purpose and may revoke Jenercode's access once deployment is completed. Unless otherwise agreed, Jenercode does not provide ongoing administration, monitoring, maintenance or management of the Customer's AWS Account or deployed application.

12.5 AWS and other Third-Party Services are outside Jenercode's control. To the maximum extent permitted by law, Jenercode is not responsible for their availability, performance, security, changes, pricing, data handling, acts or omissions, or for loss arising from Customer configurations, credentials or payment failures, except to the extent directly caused by Jenercode's fraud or wilful misconduct.

12.6 Production Code may interoperate with or require Third-Party Services. Those services are governed by their own terms and licences, and Jenercode does not grant rights in or warrant any Third-Party Service.

13. Intellectual Property and Ownership

13.1 The Customer retains ownership of its Project Specification, Customer Materials and any existing or legacy code it provides to Jenercode. The Customer gives Jenercode the rights reasonably required to use those materials to provide the Services.

13.2 Jenercode retains ownership of the Platform, its Background Technology, general Documentation, tools, methods, models, workflows and other technology that exists independently of the Customer's Project.

13.3 Before the Production Code Price has been paid in full, the Customer may use the MVP and other Preview Output only within the Platform for evaluation and validation. The Customer may not download, export, deploy, distribute or commercially use the MVP or unpaid Production Code.

13.4 Once the Production Code Price has been paid in full and the Production Code has been generated, Jenercode assigns to the Customer all worldwide right, title and interest that Jenercode owns in the Customer-specific Production Code, including copyright for the full period of those rights. The Customer may use, modify, reproduce, distribute, sublicense and commercialise that Production Code.

13.5 Jenercode may continue to Customers general skills, knowledge, methods and experience, provided it does not disclose the Customer's Confidential Information or reproduce Customer-specific materials.

14. Protection of the Platform; No Reverse Engineering

14.1 Except where a restriction is prohibited by law, the Customer and Authorised Users must not:

• reverse engineer, decompile, disassemble or attempt to discover the source code, algorithms, architecture, models, prompts, rules, workflows, methods or non-public interfaces of the Platform or Background Technology;

• circumvent access, payment, export, usage, security or technical controls, or obtain Production Code without completing the required Build and payment process;

• scrape or bulk extract Platform content, or probe, scan or test the Platform's security or vulnerability without Jenercode's prior written consent;

• copy, mirror, modify, resell, sublicense, lease or provide service-bureau access to the Platform or Documentation;

• use non-public Platform information, Preview Output, an MVP, performance data or Documentation to create, train, benchmark or improve a competing automated software-generation platform; or

• remove proprietary notices or permit a third party to do any of the above.

14.2 The Customer's rights in Production Code under clause 13.4 do not grant any right to access, copy or use the Platform or Background Technology.

14.3 The Customer must promptly notify Jenercode of suspected infringement, unauthorised access, copying or misuse of Jenercode intellectual property.

15. Confidentiality

15.1 Confidential Information means non-public information disclosed by or for a party that is marked confidential or that a reasonable business person would understand to be confidential, including Customer Materials, Project information, security information, source code, pricing, business plans and Jenercode's Platform, architecture, algorithms, methods, workflows, tools and technical information.

15.2 The receiving party must: (a) use the other party's Confidential Information only to perform or receive the Services; (b) protect it using at least reasonable care; and (c) disclose it only to personnel and professional advisers who need to know it and are bound by confidentiality obligations.

15.3 Confidentiality obligations do not apply to information the receiving party can demonstrate is lawfully public without breach, already lawfully known without restriction, independently developed without use of the disclosed information, or lawfully received from a third party without restriction.

15.4 A receiving party may disclose Confidential Information where legally required, but where lawful must give prompt notice and reasonable assistance to seek confidential treatment.

15.5 These obligations continue for five years after disclosure, except that obligations concerning trade secrets, source code, credentials and security information continue for so long as the information remains confidential.

16. Data Protection

16.1 Jenercode processes limited Personal Data relating to Authorised Users and Customer account administration, including names, usernames, business email addresses, authentication and account information, and billing and transaction information, as necessary to provide, secure and administer the Services. Jenercode processes this information in accordance with its Privacy Notice and applicable data-protection law.

16.2 The Services are not intended for the processing of Personal Data contained in Customer Projects. The Customer and its Authorised Users must not include Personal Data in a Project Specification, existing or legacy code, instructions, test data, an MVP or any other Project material used within the Platform.

16.3 Where data is required for development or testing, the Customer must use synthetic or otherwise non-personal data. The Customer is responsible for ensuring that all Project materials provided through the Platform comply with this requirement.

16.4 Payment-card and financial-account details must be provided only through the payment interface designated by Jenercode. Jenercode may receive billing contact information, transaction identifiers, payment status and limited payment-method information necessary to administer Customer Accounts and payments.

16.5 If Jenercode separately agrees in writing to provide a service that requires it to process Personal Data on behalf of the Customer, the parties will agree appropriate data-processing terms before that processing begins.

17. Availability and Changes

17.1 Jenercode will use reasonable efforts to make the Services accessible, but does not promise uninterrupted, error-free or secure availability and gives no service level or completion-time commitment.

17.2 Jenercode may perform maintenance, apply security measures, change or discontinue features, supported technologies, tools or providers, and impose reasonable limits. Where practicable, Jenercode will give reasonable notice of a material change to a paid ongoing Service.

17.3 Jenercode may suspend access immediately where reasonably necessary to address a security risk, unlawful or prohibited use, suspected infringement, non-payment, breach, legal requirement, or risk to the Platform, another customer or a third party.

18. Production Code and Platform materials supplied “as is”; no warranties

18.1 THE CUSTOMER ACKNOWLEDGES THAT SOFTWARE DEVELOPMENT AND DEPLOYMENT INVOLVE INHERENT UNCERTAINTY AND THAT PRODUCTION CODE, PREVIEW OUTPUT AND MVPS MAY CONTAIN DEFECTS, VULNERABILITIES, OMISSIONS, INCONSISTENCIES OR UNEXPECTED BEHAVIOUR.

18.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM, SERVICES, PREVIEW OUTPUT, MVPS, PRODUCTION CODE, DOCUMENTATION AND REPORTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY, CONDITION, UNDERTAKING OR REPRESENTATION OF ANY KIND.

18.3 JENERCODE DOES NOT WARRANT OR REPRESENT THAT ANY PROJECT SPECIFICATION CAN BE CONVERTED INTO A USABLE APPLICATION OR THAT ANY PRODUCTION CODE, PREVIEW OUTPUT OR SERVICE WILL BE ACCURATE, COMPLETE, CORRECT, SECURE, VULNERABILITY-FREE, UNINTERRUPTED, ERROR-FREE, COMPATIBLE, ACCESSIBLE, MAINTAINABLE, OF ANY PARTICULAR QUALITY, NON-INFRINGING, COMPLIANT WITH LAW OR STANDARD, OR FIT FOR THE CUSTOMER'S OR ANY THIRD PARTY'S PURPOSE.

18.4 To the maximum extent permitted by law, all express, implied, statutory and other terms, warranties and conditions are excluded, including any concerning quality, merchantability, satisfactory quality, fitness for purpose, skill and care, title, non-infringement, results or correspondence with description. The parties expressly agree that the terms otherwise implied by section 39 of the Sale of Goods and Supply of Services Act 1980 are excluded or varied to this extent.

18.5 No automated explanation, instruction, prototype, test, analysis, report, score, demonstration, discretionary communication or other oral or written statement creates a warranty, constitutes review or approval of a Project Specification, or expands Jenercode's obligations unless expressly agreed in writing by an authorised representative of Jenercode.

18.6 The Customer has not relied on a representation, warranty or statement not expressly set out in the agreement and has independently evaluated the commercial and technical suitability of the Services.

19. Limitation and exclusion of liability

19.1 Nothing in the agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct, or any other liability that cannot lawfully be excluded or limited.

19.2 Subject to clause 19.1 and to the maximum extent permitted by law, Jenercode has no liability arising from or connected with:

• Production Code failing to meet a stated, inferred or intended need, function, quality, standard or purpose;

• an incomplete, ambiguous, inconsistent, inaccurate or unlawful Project Specification or Customer Materials;

• the Customer's purchase decision, validation, acceptance, deployment, configuration, modification, operation, distribution or use of Production Code;

• a failure to perform independent review, testing, security hardening, backup, maintenance, monitoring, update, legal review or regulatory approval;

• an MVP, Preview Output, prototype, automated instruction or evaluation environment;

• an Account hold, suspension, archive or deletion carried out in accordance with section 6 or section 21, including loss of access to or deletion of Project data the Customer did not independently retain;

• AWS, an AWS Account, a Third-Party Service, integration, dependency, network, device, data source or third-party act or omission; or

• unauthorised access resulting from Customer credentials, configurations, personnel, systems or failure to follow security requirements.

19.3 Subject to clause 19.1, Jenercode will not be liable in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty or otherwise for any indirect, special, incidental, exemplary, punitive or consequential loss, or for loss of profit, revenue, sales, business, opportunity, anticipated savings, goodwill, reputation, contracts, use, data or business interruption, even if advised that such loss was possible.

19.4 Subject to clause 19.1, Jenercode's total aggregate liability arising out of or connected with a Project, the Services and the agreement will not exceed 100% of the fees actually paid to Jenercode for the affected Project or paid Service during the 12 months immediately preceding the event giving rise to liability. For a claim relating solely to Preview Output or an MVP where no Production Code Price was paid, the total aggregate liability will not exceed €100.

19.5 The liability cap is cumulative and applies across all claims, events, causes of action, Authorised Users and affected persons. It is not reset by multiple incidents or claims.

19.6 A party must bring any contractual claim arising from the Services within 12 months after it became aware, or ought reasonably to have become aware, of the facts giving rise to the claim, except where law prohibits a shorter period.

19.7 The Customer acknowledges that the Subscription Fee, the opportunity to review and validate the MVP before seeing and confirming the Production Code Price, the requirement to pay the Production Code Price before Build, and the availability of independent testing reflect this allocation of risk and that Jenercode would not provide the Services on the same terms without these exclusions and limitations.

20. Customer indemnity

20.1 The Customer will indemnify, defend and hold harmless Jenercode, its affiliates and their officers, employees and contractors against third-party claims, proceedings, damages, liabilities, penalties, fines, settlements and reasonable legal costs arising from or connected with:

• Customer Materials, the Project Specification or an allegation that either infringes rights or violates law;

• the Customer's or an Authorised User's deployment, distribution, operation, modification, combination, marketing or use of Production Code or a deployed application;

• an end-user, data-subject, regulator or other third-party claim concerning the Customer's product, service, data, decisions, representations or legal compliance;

• use prohibited by section 11, unauthorised use of an Account, or breach of sections 5, 10, 12, 13 or 14; or

• the Customer's AWS Account, Third-Party Services selected by the Customer, or failure to pay applicable third-party charges.

20.2 Jenercode must give reasonable notice of an indemnified claim and reasonable cooperation at the Customer's cost. The Customer may control the defence, but may not admit liability for Jenercode, impose a non-monetary obligation on Jenercode or settle without Jenercode's prior written consent, not to be unreasonably withheld.

21. Term, Suspension and Termination

21.1 The agreement starts when the Customer first accepts these Terms and continues until terminated. A Subscription continues in monthly renewal periods until cancelled. The Customer may abandon a Project at any time before Build, but Subscription Fees remain payable until cancellation takes effect.

21.2 The Customer may cancel its Subscription under clause 6.9. Cancellation or termination does not cancel accrued Subscription Fees, arrears or a Production Code Price accepted by pressing Build. Creating or validating an MVP alone does not create a Production Code Price debt.

21.3 Either party may terminate immediately by written notice if the other materially breaches the agreement and, where the breach can be remedied, fails to remedy it within 14 days after notice, or becomes insolvent or ceases business. Jenercode may also suspend or terminate immediately for unlawful or prohibited use, material security risk, infringement or attempted reverse engineering, or where required by law. Where reasonably possible, Jenercode will limit a suspension to the affected Account or Service.

21.4 On cancellation, expiry or termination, Platform access and rights to use Preview Output and the MVP end; accrued amounts remain payable; Project retention, archive and deletion are governed by section 6; and any Jenercode access to the Customer's AWS Account ends. Each party must return or delete the other's Confidential Information, subject to section 6, legal retention requirements and routine backups.

21.5 The Customer's ownership of fully paid Production Code continues after termination. Provisions intended by their nature to survive will continue, including those concerning payment, Customer responsibility, intellectual property, confidentiality, data protection, disclaimers, liability, indemnity and governing law.

22. Changes to these Terms

22.1 Jenercode may update these Terms for legal, security, operational or product reasons. Updated Terms will be posted or otherwise notified with a new effective date.

22.2 For an ongoing Subscription, Jenercode will give at least 30 days' notice of a materially adverse change where reasonably practicable. The change will apply from the stated date. If the Customer objects, its remedy is to cancel the Subscription before the change takes effect.

22.3 An update will not change ownership already transferred in Production Code or retroactively increase a Production Code Price already expressly accepted by the Customer under clause 6.4, unless the parties expressly agree in writing.

23. General

23.1 Notices. Legal notices must be in writing and sent by email to the legal contact stated in the Account, with a copy to any address specified on the cover page. A notice is treated as received on the next Irish business day unless the sender receives a delivery failure notice.

23.2 Assignment. The Customer may not assign, transfer or novate the agreement without Jenercode's prior written consent, except as part of a transfer of substantially all of its relevant business to a non-competitor that agrees to be bound by these Terms. Jenercode may assign the agreement to an affiliate or in connection with a financing, reorganisation, merger or sale of its business or assets.

23.3 Subcontracting. Jenercode may use affiliates and subcontractors to operate the Platform and provide the Services, but remains responsible for obligations expressly imposed on Jenercode under the agreement, subject to its limitations.

23.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including internet, utility or cloud-provider failures, cyberattack not caused by its breach, labour disputes, natural disasters, war, governmental action or supply-chain failure. Payment for Services already supplied remains due.

23.5 Independent parties. The parties are independent contractors. Nothing in the agreement creates a partnership, agency, employment, fiduciary, franchise or joint-venture relationship.

23.6 Entire agreement. The agreement is the entire agreement concerning its subject matter and supersedes prior discussions and understandings. Neither party relies on a statement not expressly included in the agreement, without limiting liability for fraud.

23.7 Waiver. A waiver must be in writing and applies only to the specific instance. A delay or failure to enforce a right is not a waiver.

23.8 Severability. If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable or, if that is not possible, deleted. The remainder of the agreement continues.

23.9 No third-party rights. A person who is not a party has no right to enforce the agreement, except that persons indemnified under section 20 may rely on that section.

23.10 Interpretation. Including means including without limitation; headings do not affect interpretation; the singular includes the plural; references to law include amendments and replacements; and an obligation not to do something includes an obligation not to permit it.

23.11 Electronic contracting. Acceptance of these Terms, Subscription activation, MVP validation, Production Code Price confirmation, Build instructions, cancellation and notices may be electronic. Platform and payment records may be used as evidence of those actions and the agreement.

24. Governing law and courts

24.1 The agreement and any non-contractual obligations arising out of or connected with it are governed by the laws of Ireland.

24.2 Before starting proceedings, a party must give written notice of the dispute and senior representatives must attempt in good faith to resolve it for at least 15 business days. This does not prevent urgent injunctive or protective relief.

24.3 The courts of Ireland have exclusive jurisdiction to determine any dispute, claim or non-contractual obligation arising out of or connected with the agreement.

Questions about the commercials? Talk to us or read how pricing works.