Applies where the Customer is established in Ireland — to be read together with the Pyramid SaaS Terms and Conditions

1. Application of this Schedule

1.1This Schedule sets out variations to the Pyramid Software as a Service (SaaS) Terms and Conditions (the “SaaS Terms”) that apply where the Customer named in the Sales Order is established in Ireland (an “Irish Customer”).

1.2Where any provision of this Schedule conflicts with the SaaS Terms, this Schedule takes precedence in respect of Irish Customers only. This Schedule does not vary the SaaS Terms as they apply to any other Customer.

1.3Except as expressly varied by this Schedule, all other provisions of the SaaS Terms and TTS’s General Terms and Conditions continue to apply in full to Irish Customers.

2. Pricing and VAT (amends clause 5.1)

2.1For Irish Customers, clause 5.1 of the SaaS Terms is amended by the addition of the following: “Where the Customer is established in Ireland, prices are exclusive of VAT, and VAT will be charged and accounted for in accordance with the place of supply rules applicable to business-to-business supplies of digital services. Where TTS is not registered for VAT in Ireland, the Customer may be required to self-account for Irish VAT under the reverse charge mechanism. TTS and the Customer will each provide such VAT registration information as is reasonably required to apply these rules correctly.”

3. Data Protection (amends clause 13)

3.1For Irish Customers, all references in clause 13 of the SaaS Terms to “UK GDPR” shall be read as references to the General Data Protection Regulation (EU) 2016/679 as it has effect in Irish law, together with the Irish Data Protection Act 2018 (together, the “Irish GDPR”), and all references to “UK GDPR” in clauses 13.1 to 13.3 shall be construed accordingly.

3.2For Irish Customers, clause 13.3.10 of the SaaS Terms is replaced with the following: “provide reasonable assistance to You in operating any data protection complaints procedure required of You as Data Controller under the Irish GDPR, including the right to lodge a complaint with the Data Protection Commission (or any successor supervisory authority) under Article 77 of the Irish GDPR.”

3.3For Irish Customers, the following is added to clause 13 as a new clause: “Where personal data is transferred from Ireland to the United Kingdom in connection with the Services, including in connection with the hosting arrangements described in clause 11, such transfers are made on the basis of the adequacy decisions adopted by the European Commission under Article 45 of the GDPR in respect of the United Kingdom. If those adequacy decisions cease to apply or are materially varied, TTS will, without undue delay, implement appropriate alternative safeguards (such as Standard Contractual Clauses) to ensure that transfers continue to comply with the GDPR.”

4. Support Hours (amends clause 14.1)

4.1For Irish Customers, clause 14.1 of the SaaS Terms is amended by the addition of the following: “Support Hours are calculated by reference to the UK public holiday calendar. For the avoidance of doubt, any Irish public holiday that does not coincide with a UK public holiday is not treated as a non-Support day unless otherwise agreed with TTS in writing.”

5. Governing Law

5.1For the avoidance of doubt, the governing law and jurisdiction provisions set out in TTS’s General Terms and Conditions apply equally to Irish Customers, save as expressly varied by this Schedule.