Terms & Conditions

Last Updated: May 15, 2025

INTRODUCTION AND ACCEPTANCE

1.1 Agreement to Terms

These Terms and Conditions (“Terms”), together with the Programme Agreement, Privacy Policy, Data Processing Agreement, and any applicable Order Forms or Statements of Work (collectively, the “Agreement”), constitute the entire and exclusive agreement between Ark and the subscribing educational institution (“School”, “you”, or “your”) concerning access to and use of AskArk™ services.

By executing the Programme Agreement, clicking “I Accept,” accessing the Services, or allowing any Authorised User to access the Services, the School accepts and agrees to be bound by these Terms. If you are entering into this Agreement on behalf of a School, you represent and warrant that: (a) you have full legal authority to bind the School to this Agreement; (b) you have read and understand this Agreement; and (c) you agree, on behalf of the School, to this Agreement.

If you do not have such authority, or if you do not agree with these Terms, you must not accept this Agreement and may not use the Services.

1.2 Precedence

In the event of any conflict or inconsistency between documents forming this Agreement, the following order of precedence shall apply: (1) executed Programme Agreement or Order Form; (2) these Terms and Conditions; (3) Data Processing Agreement; (4) Privacy Policy; (5) any other referenced policies or documents.

DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

“Acceptable Use Policy” means Ark’s acceptable use policy as updated from time to time, currently incorporated in Section 9.

“Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of at least 50% of voting equity or the power to direct management.

“Aggregate Data” means de-identified, anonymised data derived from use of the Services that cannot reasonably be used to identify any individual or School.

“Ark Academy™” means Ark’s online training and professional development platform for AskArk™ users.

“Authorised Users” means the School’s employees, contractors, and agents who are authorised by the School to access and use the Services under the licenses granted, and who have been supplied user identifications and passwords by the School.

“Confidential Information” means all non-public information disclosed by one party to the other, whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

“Data Processing Agreement” or “DPA” means the data processing agreement executed between the parties governing processing of personal data, which incorporates Standard Contractual Clauses where applicable.

“Documentation” means Ark’s standard user manuals, help files, and technical documentation for the Services.

“Effective Date” means the date the Programme Agreement is executed by both parties.

“Feedback” means any suggestions, enhancement requests, recommendations, or other feedback provided by School regarding the Services.

“Fees” means the subscription fees, implementation fees, and any other charges specified in the Programme Agreement or applicable Order Form.

“Force Majeure Event” means any event or circumstance beyond a party’s reasonable control, including acts of God, natural disasters, pandemics, epidemics, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, earthquakes, accidents, strikes, lockouts, telecommunications failures, internet service failures, power failures, or failures of third-party hosting providers or AI model providers.

“Intellectual Property Rights” means all worldwide intellectual property rights, including patents, copyrights, trade secrets, trademarks, service marks, trade dress, database rights, and moral rights.

“Large Language Models” or “LLMs” means artificial intelligence models provided by Third-Party AI Providers that generate text-based outputs in response to inputs.

“Personal Data” has the meaning set forth in the GDPR and includes any information relating to an identified or identifiable natural person.

“Programme Manager” means the dedicated AskArk™ support specialist assigned to the School.

“Services” means the AskArk™ platform, Smart Asks library, Ark Academy™, Programme Management services, and all related features, tools, and services provided by Ark, as updated from time to time in Ark’s sole discretion.

“Smart Asks” means pre-configured AI workflow templates designed for educational use cases.

“Subscription Term” means the initial subscription period specified in the Programme Agreement and any renewal periods.

“Ark”, “we”, “us”, or “our” means Ark Innovative Technologies & Services Limited and its Affiliates.

“Third-Party AI Providers” means third-party providers of LLMs and artificial intelligence services that power the AskArk™ platform.

“User Content” means any data, materials, content, or information that School or Authorised Users submit, upload, or transmit through the Services.

INSTITUTIONAL ACCESS AND ELIGIBILITY

3.1 Institutional Licensing Model

AskArk™ operates exclusively on an institutional subscription basis. Services are provided to the School as an entity, not to individual users. The School is responsible for managing all Authorised User access, credentials, and compliance with these Terms.

3.2 Geographic and Sector Limitations

Services are designed and provided exclusively for educational institutions located in and operating under the laws of the Republic of Ireland. Ark reserves the right to refuse service to institutions outside this jurisdiction or to entities that do not meet our eligibility criteria.

3.3 Authorised Representative Warranty

The individual executing the Programme Agreement on behalf of the School represents and warrants that they possess full legal authority to bind the School to this Agreement. The School shall indemnify and hold harmless Ark from any claims arising from unauthorised execution of this Agreement.

3.4 User Age and Authorisation

Services are designed for use by educational professionals aged 18 years and over. The School warrants that: (a) all Authorised Users are at least 18 years of age; (b) all Authorised Users are employees, contractors, or authorised agents of the School; and (c) the School has obtained all necessary consents, permissions, and authorisations for Authorised Users to access and use the Services.

3.5 License Limitations

The School is granted a specific number of user licenses as set forth in the Programme Agreement. The School shall not: (a) permit use by more users than licensed; (b) share credentials among multiple individuals; (c) allow access by unauthorised third parties; or (d) circumvent license limitations through technological means. Ark reserves the right to monitor license compliance and suspend access for violations.

3.6 Regulatory Compliance

The School represents and warrants that it: (a) operates in compliance with all applicable Republic of Ireland education laws and regulations; (b) is registered with or recognised by the Department of Education where required; (c) maintains all necessary licenses, permits, and accreditations; and (d) has implemented appropriate data protection policies and procedures to comply with GDPR and other applicable data protection laws.

SERVICES AND LICENCE GRANT

4.1 Grant of Licence

Subject to the School’s compliance with this Agreement and payment of all applicable Fees, Ark grants the School a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Subscription Term to: (a) access and use the Services solely for the School’s internal educational purposes; (b) permit Authorised Users to access and use the Services; and (c) access and use Documentation in support of the foregoing.

4.2 Licence Restrictions

The School shall not, and shall not permit any Authorised User or third party to:

(a) copy, modify, translate, adapt, or create derivative works of the Services or Documentation;

(b) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services;

(c) rent, lease, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services to any third party;

(d) use the Services to develop, train, or improve competing products or services;

(e) remove, alter, or obscure any proprietary notices on the Services or Documentation;

(f) use the Services to store or transmit infringing, defamatory, or otherwise unlawful or tortious material;

(g) use the Services to store or transmit material in violation of third-party rights;

(h) interfere with or disrupt the integrity or performance of the Services;

(i) attempt to gain unauthorised access to the Services or related systems or networks;

(j) access the Services for purposes of monitoring availability, performance, or functionality, or for any other benchmarking or competitive purposes;

(k) use any automated system, including robots, spiders, or scrapers, to access the Services;

(l) exceed any rate limits or usage restrictions specified by Ark;

(m) use the Services in any manner that could damage, disable, overburden, or impair any Ark server, or the network(s) connected to any Ark server;

(n) circumvent any access or use restrictions implemented by Ark;

(o) frame or mirror any content forming part of the Services without prior written consent;

(p) access or search the Services by any means other than through currently available, published interfaces provided by Ark; or

(q) use the Services in any way that violates applicable laws, regulations, or this Agreement.

4.3 Service Description

Ark provides AskArk™ as a GDPR-compliant AI platform designed exclusively for Republic of Ireland educational institutions. Services include, but are not limited to:

(a) Smart Asks System: Pre-configured AI workflow templates for common educational tasks, requiring no prompt engineering expertise;

(b) Private Knowledge Base: Secure integration capabilities for institutional policies, procedures, and documents;

(c) Ark Academy™: Comprehensive training resources, including self-paced modules, video tutorials, and completion certificates;

(d) Programme Management: Dedicated Programme Manager providing implementation support, training coordination, and ongoing assistance;

(e) Compliance Documentation: AI Usage Policy templates, Data Protection Impact Assessment templates, and Data Processing Agreements;

(f) Platform Access: Web-based interface for accessing AI capabilities powered by Third-Party AI Providers;

(g) Updates and Enhancements: Service improvements, new features, and updates as released by Ark from time to time.

4.4 Third-Party AI Models

The School acknowledges and agrees that:

(a) AskArk™ utilises Large Language Models from Third-Party AI Providers, which are subject to change at Ark’s discretion;

(b) User Content and queries are processed through these third-party systems in accordance with our Privacy Policy, DPA, and applicable data protection safeguards;

(c) Ark selects Third-Party AI Providers based on their data handling practices, privacy commitments, and GDPR compliance;

(d) Ark maintains a current list of Third-Party AI Providers and sub-processors available at [URL] or upon written request;

(e) Ark may change Third-Party AI Providers with 60 days’ advance written notice to the School, provided such changes do not materially diminish security or data protection standards;

(f) The School may object to a proposed change in Third-Party AI Provider within 30 days of notice, in which case Ark may, in its sole discretion, either maintain the existing provider for that School or permit termination without penalty;

(g) Third-Party AI Providers’ processing is governed by contractual commitments, Standard Contractual Clauses where applicable, and technical and organisational measures designed to protect data; and

(h) While Ark requires Third-Party AI Providers not to train models on customer data, the School accepts that Ark cannot guarantee or control third-party practices beyond contractual commitments.

4.5 Educational Context and Limitations

AskArk™ is purpose-built for Irish educational contexts, including Department of Education guidelines, curriculum frameworks, and regulatory requirements. However, the School acknowledges and agrees that:

(a) Human Oversight Required: All AI-generated outputs require professional educator review and verification before use with students or in official School communications;

(b) Professional Judgement: Services support but do not replace professional educational judgement, expertise, or decision-making;

(c) School Responsibility: The School remains fully responsible for all educational decisions, content accuracy, policy development, and student outcomes;

(d) No Guarantees: Ark makes no representations regarding the accuracy, completeness, appropriateness, or fitness for purpose of AI-generated content;

(e) Supplementary Tool: Services are intended as supplementary tools to enhance educator efficiency and should not be relied upon as sole sources of educational content or decision-making;

(f) DES Alignment: AskArk™ is designed to align with DES Guidance on Artificial Intelligence in Schools (October 2025), including the 4P Framework (Purpose, Planning, Policies, Practice) and seven EU ethical AI principles, but compliance with such guidance remains the School’s responsibility.

4.6 Service Modifications

Ark reserves the right to modify, update, enhance, or discontinue any aspect of the Services at any time, with or without notice, including:

(a) Adding, removing, or modifying features or functionality;

(b) Changing Third-Party AI Providers or underlying technologies;

(d) Modifying user interfaces, workflows, or Documentation;

(e) Implementing new technical requirements or compatibility standards; and

(f) Discontinuing legacy features or deprecated functionality.

Ark will use commercially reasonable efforts to notify the School of material changes that negatively impact core functionality, but shall have no liability for any modifications to the Services. Continued use of Services following modifications constitutes acceptance of such changes.

4.7 Service Availability

Ark will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for:

(a) Planned maintenance scheduled in advance (typically conducted outside school hours);

(b) Emergency maintenance required for security or system integrity;

(d) Third-Party AI Provider outages or unavailability;

(e) Internet service provider failures or telecommunications issues; and

(f) Suspension or restriction of access as permitted under this Agreement.

Ark targets 99.5% uptime measured monthly, excluding scheduled maintenance and circumstances beyond our control. However, the School acknowledges that Services are provided “as available” without guarantees of uninterrupted access. Service credits or remedies for unavailability are provided solely as set forth in Section 13 and constitute the School’s exclusive remedy.

4.8 Beta Features and New Functionality

Ark may from time to time make available beta, pilot, or experimental features (“Beta Features”). Beta Features are provided “AS IS” and “AS AVAILABLE” without any warranties whatsoever. Ark may discontinue Beta Features at any time. The School’s use of Beta Features is voluntary and at its own risk. Beta Features are not subject to Service Level Commitments and are excluded from all warranties set forth in this Agreement.

4.9 Third-Party Integrations

Services may include integrations with or links to third-party platforms, services, or content not owned or controlled by Ark. Ark: (a) makes no representations regarding third-party services; (b) is not responsible for availability, security, or functionality of third-party services; (c) disclaims all liability arising from use of third-party services; and (d) may discontinue integrations at any time. Use of third-party services is subject to separate terms and policies of those providers.

SUBSCRIPTION FEES, PAYMENT, AND INVOICING

5.1 Subscription Investment

The School agrees to pay Ark the Fees specified in the Programme Agreement or applicable Order Form. Unless otherwise stated, all Fees are:

(a) Quoted and payable in Euro (€);

(b) Inclusive of Irish Value Added Tax (VAT) at the applicable rate;

(d) Payable annually in advance; and

(e) Exclusive of any additional services, custom development, or enhanced support beyond standard Programme scope.

5.2 Invoicing and Payment Terms

(a) Initial Invoice: Ark will issue an invoice for the initial Subscription Term upon execution of the Programme Agreement. Payment is due immediately upon receipt of invoice and must be received before Services are activated.

(b) Renewal Invoices: For renewal terms, Ark will issue invoices at least 60 days prior to renewal date. Payment is due within 14 days of invoice date and must be received before renewal term commences.

(c) Payment Methods: Payment shall be made by bank transfer to the account specified on the invoice or by such other method as Ark may designate in writing.

(d) No Credit Terms: Ark does not extend credit terms. Full payment is required in advance of service delivery for each Subscription Term.

(e) Late Payment: Invoices not paid by due date will incur late payment interest at the rate of 2% per month (24% per annum) or the maximum rate permitted by law, whichever is lower, calculated from due date until payment is received in full.

(f) Payment Disputes: Any invoice disputes must be raised in writing within 10 days of invoice date. Undisputed portions must be paid by due date. Failure to raise timely disputes constitutes acceptance of invoice accuracy.

5.3 Overdue Accounts and Suspension

(a) If any invoice remains unpaid 14 days after due date, Ark may, without limiting other rights or remedies:

(i) Suspend the School’s access to Services upon 5 days’ written notice;

(ii) Charge late payment interest as specified in Section 5.2(e);

(iii) Engage debt collection services or pursue legal action, with all costs borne by School;

(iv) Terminate this Agreement for material breach pursuant to Section 15.2; and

(v) Report non-payment to credit reference agencies where applicable.

(b) Suspension for non-payment does not relieve the School of payment obligations. Access will be restored only upon receipt of all outstanding amounts plus accrued interest and any reactivation fees.

(c) Ark shall have no liability to School or any third party for any suspension or termination resulting from non-payment, including for any lost data, disruption to educational activities, or consequential damages.

5.4 Fee Adjustments and Increases

(a) Annual Review: Ark reserves the right to adjust Fees for subsequent Subscription Terms.

(b) Notification: Ark will provide written notice of any Fee increase at least 60 days prior to renewal date.

(c) Acceptance: Continued use of Services or failure to provide written termination notice within 30 days of fee increase notification constitutes acceptance of adjusted Fees.

(d) Mid-Term Increases: Ark will not increase Fees during the current Subscription Term except: (i) to reflect changes in VAT or other applicable taxes; (ii) to reflect material increases in Third-Party AI Provider costs beyond Ark’s reasonable control; or (iii) with the School’s prior written consent.

5.5 Additional Services and Custom Development

Services beyond standard Programme scope, including custom Smart Ask development, specialised training programmes, additional implementation support, bespoke integrations, or consultation services, will be quoted separately and are not included in standard Fees. Such additional services require separate written agreement and payment in advance.

5.6 Taxes

(a) VAT Inclusive: Fees quoted include Irish VAT at the applicable rate. If the School is VAT-registered and provides a valid VAT number, VAT may be reverse-charged in accordance with Irish VAT law.

(b) Other Taxes: The School is responsible for all taxes, duties, levies, and charges (other than taxes based on Ark’s net income) arising from this Agreement or use of Services.

(c) Withholding Taxes: If the School is required by law to withhold taxes from payments to Ark, the School shall increase payments to ensure Ark receives the full Fee amount net of withholdings.

(d) Tax Documentation: The School shall provide any tax-related documentation reasonably requested by Ark.

5.7 Non-Refundable Policy

(a) General Rule: All Fees paid are non-refundable. This includes but is not limited to circumstances where:

(i) The School decides not to use or implement the Services;

(ii) The School’s needs change or budget is reallocated;

(iii) The School undergoes leadership or structural changes;

(iv) Authorised Users do not adopt or engage with the platform;

(v) The School achieves its objectives earlier than expected;

(vi) The School disagrees with AI-generated outputs or finds Services unsuitable;

(vii) Technical compatibility issues arise from School systems; or

(viii) The School terminates early for convenience.

(b) Limited Exceptions: Fees may be refunded pro-rata only in the following circumstances:

(i) Ark terminally breaches this Agreement and fails to cure within 30 days of written notice, AND the School terminates pursuant to Section 15.2;

(ii) Ark discontinues AskArk™ entirely and does not provide a substantially similar replacement service;

(iii) Ark and School mutually agree to early termination in writing; or

(iv) As required by Irish law following a valid legal determination.

(c) Service Access: Even if the School provides termination notice, access to Services continues through the end of the current paid Subscription Term without refund.

(d) Processing Fee: Any refunds issued shall be reduced by a 10% administrative processing fee.

5.8 License True-Up

If Ark determines (through technical monitoring or audit) that the School has exceeded licensed user count or usage limitations, the School shall immediately:

(a) Pay for additional licenses retroactively from date of first overage;

(b) Purchase sufficient licenses to achieve compliance going forward;

(d) Reimburse Ark’s reasonable costs of detection and enforcement.

5.9 Currency and Exchange Rates

All Fees are quoted and payable in Euro. If payment is made in another currency, the exchange rate applied shall be Ark’s prevailing rate on the payment date, and the School bears all currency conversion costs and risks.

DATA PROTECTION, GDPR COMPLIANCE, AND PROCESSOR OBLIGATIONS

6.1 Data Processing Relationship

The parties acknowledge and agree that:

(a) For purposes of processing Personal Data through the Services, the School is the data controller and Ark is the data processor;

(b) The School determines purposes and means of processing Personal Data;

(c) Ark processes Personal Data only on documented instructions from the School, as set forth in this Agreement and the DPA;

(d) The relationship is governed by the DPA, which forms an integral part of this Agreement and is incorporated by reference;

(e) In the event of conflict between this Agreement and the DPA regarding data processing, the DPA shall prevail.

6.2 School Responsibilities as Data Controller

As data controller, the School is solely responsible for:

(a) Lawful Basis: Establishing and maintaining a lawful basis for processing Personal Data under Articles 6 and 9 of GDPR;

(b) Privacy Notices: Providing clear and comprehensive privacy notices to data subjects, including information about Ark as processor and Third-Party AI Providers as sub-processors;

(d) Data Subject Rights: Responding to data subject access requests, rectification requests, erasure requests, objections, and other rights under GDPR Articles 15-22;

(e) Processing Records: Maintaining Article 30 records of processing activities;

(f) Data Protection Impact Assessments: Conducting and maintaining DPIAs where high-risk processing occurs, including review of DPIAs when Third-Party AI Providers change;

(g) Breach Notification: Notifying the Data Protection Commission and affected data subjects of personal data breaches within GDPR-mandated timeframes;

(h) Data Minimisation: Ensuring only necessary Personal Data is submitted to Services, in accordance with Article 5(1)(c);

(i) Purpose Limitation: Processing Personal Data only for specified, explicit, and legitimate purposes, per Article 5(1)(b);

(j) Data Quality: Ensuring Personal Data submitted is accurate and kept up to date, pursuant to Article 5(1)(d);

(k) Regulatory Compliance: Complying with all applicable data protection laws, regulations, and guidance from Irish and EU authorities;

(l) User Training: Training Authorised Users on data protection obligations, privacy best practices, and proper use of Services to minimise privacy risks; and

(m) Oversight: Supervising Authorised Users’ use of Services to ensure GDPR compliance.

The School acknowledges that failure to fulfill these controller obligations may result in regulatory enforcement, fines, damages claims, or reputational harm, for which Ark bears no responsibility.

6.3 Data Input Requirements and Restrictions

CRITICAL REQUIREMENT: The School shall exercise appropriate care regarding data submitted to Services:

(a) Avoid Unnecessary Personal Data: Submit Personal Data only when genuinely necessary for the legitimate educational purpose;

(b) Pseudonymisation: Where practicable, use pseudonymised identifiers (e.g., “Student A,” “Year 6 Pupil,” “Staff Member 1”) rather than actual names;

(d) Generic References: Use generic or aggregated references where individual identification is not essential;

(e) Special Category Data Prohibition: DO NOT submit special category data as defined in Article 9 GDPR (racial or ethnic origin, political opinions, religious beliefs, trade union membership, genetic data, biometric data, health data, sex life, or sexual orientation) unless absolutely necessary, lawfully justified, and with explicit prior written notice to Ark.

(f) Criminal Offence Data Prohibition: DO NOT submit data relating to criminal convictions or offences unless lawfully authorised under Article 10 GDPR;

(g) Student Safeguarding Data: Exercise extreme caution with child protection information, safeguarding concerns, or sensitive student welfare data—such data should generally not be submitted to Services;

(h) Staff Personal Data: Minimise submission of staff personal data; use position titles rather than names where possible;

(i) Prohibited Content: DO NOT submit unlawful content, confidential information belonging to third parties, or material that violates any person’s rights.

The School acknowledges that it, not Ark, determines what data is submitted to Services. Ark has no obligation to monitor, filter, or prevent improper data submission, and the School bears full responsibility for any inappropriate data processing.

6.4 Privacy by Design and Technical Measures

(a) Ark implements Privacy by Design principles in accordance with Article 25 GDPR.

(b) Technical and organisational measures implemented by Ark include:

(i) Encryption of data in transit (TLS 1.3 or higher) and at rest (AES-256 or equivalent);

(ii) Access controls and authentication mechanisms, including multi-factor authentication options;

(iii) Audit logging of system access and data processing activities;

(iv) Regular security testing, vulnerability assessments, and penetration testing;

(v) Network security measures including firewalls and intrusion detection;

(vi) Physical security controls for hosting infrastructure;

(vii) Incident response procedures and breach notification protocols;

(viii) Business continuity and disaster recovery measures;

(ix) Secure development lifecycle practices;

(x) Vendor due diligence and sub-processor vetting; and

(xi) Regular review and update of security measures to maintain alignment with industry standards.

(c) No Guarantee: While Ark implements robust security measures, the School acknowledges that no system is completely secure and Ark cannot guarantee absolute security or prevention of all breaches.

6.5 Sub-Processors and Third-Party AI Providers

(a) The School provides general written authorisation for Ark to engage sub-processors, including Third-Party AI Providers, to deliver Services.

(b) Ark maintains a current list of sub-processors at [URL] and shall update this list when changes occur.

(c) Notice of Changes: When engaging new sub-processors or changing existing sub-processors, Ark shall provide the School with 60 days’ advance written notice via email to the primary contact listed in the Programme Agreement.

(d) Objection Rights: If the School has legitimate data protection grounds to object to a proposed sub-processor, the School may notify Ark in writing within 30 days of notice. Ark shall, in its sole discretion, either: (i) not engage the objectionable sub-processor for that School’s data; (ii) provide an alternative technical solution; or (iii) permit the School to terminate this Agreement without penalty, with pro-rata refund of unused Fees.

(e) Sub-Processor Obligations: Ark imposes data protection obligations on sub-processors that are materially consistent with this Agreement and GDPR requirements.

(f) Sub-Processor Performance: Ark remains fully liable to the School for performance of sub-processors’ data processing obligations as if performed by Ark directly, subject to limitations set forth in Section 14.

6.6 International Data Transfers

(a) Ark processes data primarily within the European Economic Area (EEA).

(b) To the extent Personal Data is transferred to countries outside the EEA that lack an adequacy decision under Article 45 GDPR, such transfers are protected by:

(i) European Commission-approved Standard Contractual Clauses (SCCs), incorporated into the DPA;

(ii) Supplementary technical and organisational measures to ensure essential equivalence of protection;

(iii) Transfer Impact Assessments evaluating legal and practical circumstances in recipient countries; and

(iv) Contractual commitments from recipients to challenge government access requests where legally possible.

6.7 Data Breach Notification

(a) Definition: A “Personal Data Breach” means a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored, or otherwise processed.

(b) Ark Obligations: Upon becoming aware of a Personal Data Breach affecting School data, Ark shall:

(i) Notify the School without undue delay and in any event within 24 hours of becoming aware;

(ii) Provide sufficient information to enable the School to meet its GDPR obligations, including nature of breach, categories and approximate number of affected data subjects, likely consequences, and measures taken or proposed;

(iii) Provide timely updates as investigation progresses;

(iv) Cooperate with the School’s breach response activities; and

(v) Implement measures to mitigate adverse effects.

(i) Assessing whether notification to the Data Protection Commission is required under Article 33 GDPR (generally within 72 hours of becoming aware);

(ii) Determining whether notification to affected data subjects is required under Article 34 GDPR;

(iii) Making all required breach notifications to regulators and data subjects;

(iv) Documenting breach response per Article 33(5); and

(v) Bearing sole responsibility for any fines, sanctions, or damages arising from breach notification failures.

(d) Ark Liability Limitation: Ark’s liability for breaches is subject to Section 14 of this Agreement. Notification of breach does not constitute acknowledgment of fault or liability.

6.8 Data Subject Rights Assistance

(a) Taking into account the nature of processing, Ark shall assist the School by implementing appropriate technical and organisational measures to enable the School to respond to data subject rights requests.

(b) If Ark receives a data subject request directly, Ark shall promptly refer it to the School without responding to the data subject.

(c) School Responsibility: The School acknowledges that it is solely responsible for responding to data subject requests within GDPR timelines (generally 30 days, extendable by 60 days in complex cases).

(d) Assistance Fees: Ark shall provide reasonable assistance with data subject requests at no charge for the first 4 requests per year. Additional requests requiring substantive technical work (e.g., complex data exports, system searches) may incur fees based on Ark’s then-current professional services rates, with advance written approval.

6.9 Audits and Compliance Verification

(a) Audit Rights: Upon reasonable advance written notice (minimum 30 days) and no more than once per 12-month period, the School or its appointed independent auditor may audit Ark’s compliance with data protection obligations during normal business hours in a manner that does not unreasonably interfere with Ark’s operations.

(b) Scope Limitations: Audits shall be limited to verifying compliance with this Agreement and the DPA, and shall not encompass: (i) other customers’ data or information; (ii) Ark’s confidential business information unrelated to School’s data; (iii) security measures that would be compromised by disclosure; or (iv) areas subject to existing audit reports.

(i) SOC 2 Type II reports or equivalent third-party audit reports;

(ii) ISO 27001 or other relevant security certifications;

(iii) Completed security questionnaires;

(iv) Evidence of sub-processor due diligence;

(v) Incident logs and breach records (redacted to protect other customers); or

(vi) Other compliance documentation reasonably demonstrating adherence to obligations.

(d) Audit Costs: The School bears all costs of audits, including Ark’s reasonable costs if on-site audit is conducted (charged at standard professional services rates).

(e) Confidentiality: All audit findings shall be treated as Ark’s Confidential Information and may not be disclosed except as required by law or regulatory authority.

(f) Remediation: If an audit reveals non-compliance, Ark shall use commercially reasonable efforts to remediate within a timeframe agreed between the parties, with consideration for severity and complexity.

6.10 Data Retention and Deletion

(a) Active Subscription: During the Subscription Term, Ark shall retain School data as necessary to provide Services and in accordance with the School’s instructions.

(b) Post-Termination: Upon expiration or termination of this Agreement:

(i) Ark shall cease processing School data (except as necessary for deletion or as required by law);

(ii) Within 30 days, Ark shall, at the School’s election, either delete or return all School data, including copies residing with sub-processors;

(iii) The School must specify whether it requires data return or deletion within 15 days of termination, otherwise Ark shall proceed with deletion;

(iv) Data return, if requested, will be provided in standard formats (JSON, CSV, or other commonly used formats) via secure transfer mechanism;

(v) The School acknowledges that data return may not include reconstructed versions of AI-generated content unless separately stored as User Content.

(i) Applicable legal, regulatory, or professional obligations;

(ii) Litigation holds or governmental orders;

(iii) Necessary audit trails and business records (in anonymised or aggregated form where possible); or

(iv) Backup systems, provided such data is deleted in accordance with standard backup rotation schedules (maximum 90 days).

(d) Certification: Upon request, Ark shall provide written certification of deletion, confirming that School data has been deleted in accordance with this Agreement, subject to exceptions noted.

(e) Deletion Method: Deletion shall be performed using industry-standard methods ensuring data is not recoverable using reasonable forensic techniques.

6.11 Data Protection Officer

Ark maintains a Data Protection Officer who may be contacted at: dpo@thearkhq.com for data protection inquiries, breach notifications, or compliance matters.

6.12 Aggregate Data Usage Rights

(a) Notwithstanding other provisions, Ark retains the right to collect, use, and disclose Aggregate Data for any purpose, including:

(i) Improving and developing Services;

(ii) Training and improving AI models (excluding Personal Data);

(iii) Industry research and benchmarking;

(iv) Marketing and promotional materials;

(v) Creating anonymised datasets; and

(vi) Licensing or selling to third parties.

(b) Definition: “Aggregate Data” means data that has been de-identified, anonymised, and aggregated such that:

(i) It cannot reasonably be used to identify the School or any individual;

(ii) Re-identification is not reasonably feasible considering available methods and technology;

(iii) It is combined with data from multiple schools or users; and

(iv) It complies with Article 29 Working Party/EDPB guidance on anonymisation.

(c) The School acknowledges that Aggregate Data is Ark’s property and not subject to data return or deletion obligations.

CONTENT OWNERSHIP, INTELLECTUAL PROPERTY, AND LICENSING

7.1 School Ownership of User Content

(a) As between the parties, the School retains all right, title, and interest in and to User Content, including all Intellectual Property Rights therein.

(b) The School represents and warrants that: (i) it has all necessary rights to submit User Content to Services; (ii) User Content does not infringe third-party Intellectual Property Rights; (iii) User Content complies with all applicable laws; and (iv) submission of User Content does not breach any agreements, duties, or confidentiality obligations owed to third parties.

7.2 Limited License from School to Ark

(a) The School grants Ark a limited, non-exclusive, worldwide, royalty-free license during the Subscription Term to:

(i) Use, copy, store, transmit, and process User Content solely as necessary to provide Services;

(ii) Display User Content to Authorised Users as part of Services;

(iii) Make archival and backup copies as necessary for business continuity;

(iv) Process User Content through Third-Party AI Providers’ systems as necessary for AI functionality; and

(v) Create Aggregate Data (as defined in Section 6.12) derived from User Content, provided such data cannot identify the School or individuals.

(b) Restrictions: Ark shall not: (i) use User Content for purposes beyond delivering Services to School; (ii) disclose User Content to third parties except sub-processors bound by confidentiality; (iii) use User Content to train proprietary AI models; (iv) sell, license, or commercialise User Content; or (v) use User Content to benefit competing schools or organisations.

(c) License Survival: This license terminates upon the earlier of: (i) deletion of User Content pursuant to Section 6.10; (ii) return of User Content to School; or (iii) expiration of legally required retention periods.

7.3 AI-Generated Content

(a) Provision for Use: Ark grants the School a non-exclusive, perpetual, worldwide, royalty-free license to use, modify, and distribute AI-generated content (outputs produced by the Services in response to School inputs) for the School’s educational purposes.

(b) No Guarantee of Originality: The School acknowledges and agrees that:

(i) AI models may generate similar or identical outputs for different users given similar inputs;

(ii) Ark makes no representation or warranty regarding originality, uniqueness, or exclusivity of AI-generated content;

(iii) AI-generated content may unintentionally resemble pre-existing copyrighted works;

(iv) Other schools or users may receive similar AI-generated content; and

(v) Ark cannot prevent or control AI model outputs for other users.

(i) Verifying accuracy and appropriateness of AI-generated content before use;

(ii) Conducting plagiarism checks if originality is required;

(iii) Ensuring AI-generated content complies with applicable laws, regulations, and school policies;

(iv) Determining whether AI-generated content is suitable for intended use, including use with students; and

(v) Applying professional judgement to all AI-generated content.

(d) Infringement Indemnification: If the School uses AI-generated content that infringes third-party Intellectual Property Rights:

(i) Ark has no liability for such infringement provided the infringement was not caused by Ark’s intentional misconduct;

(ii) The School shall indemnify Ark pursuant to Section 16 for claims arising from School’s use of AI-generated content;

(iii) Ark may, in its sole discretion, modify Services to avoid future infringement, obtain licenses, or discontinue features, without liability to School.

(e) No Moral Rights: To the extent AI-generated content attracts moral rights, the School waives enforcement of such rights against Ark and Third-Party AI Providers. If waiver is not legally effective, the School licenses such rights on a royalty-free, perpetual basis.

7.4 Ark Intellectual Property

(a) Ownership: Ark and its licensors exclusively own all right, title, and interest in and to:

(i) The AskArk™ platform, software, systems, and infrastructure;

(ii) Smart Asks library, templates, and pre-configured workflows;

(iii) Ark Academy™ training content, videos, documentation, and materials;

(iv) Documentation, user guides, and help resources;

(v) Ark and AskArk™ brands, trademarks, logos, and service marks;

(vi) Trade secrets, algorithms, methods, processes, and know-how underlying Services;

(vii) Aggregate Data and anonymised datasets (as defined in Section 6.12);

(viii) All improvements, modifications, and derivative works of the foregoing; and

(ix) All Intellectual Property Rights in any of the above.

(b) Reservation of Rights: All rights not expressly granted to the School are reserved by Ark. This Agreement does not transfer ownership of any Intellectual Property Rights.

(c) No Reverse Engineering: The School shall not, and shall ensure Authorised Users do not: (i) reverse engineer, decompile, or disassemble the Services; (ii) attempt to discover source code, algorithms, or underlying methodologies; (iii) create derivative works based on Services; or (iv) use Services to develop competing products.

7.5 Licence to Use Services

(a) Subject to this Agreement, Ark grants the School a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use Services solely for School’s internal educational purposes.

(b) Restrictions: This licence does not permit: (i) commercial exploitation; (ii) use on behalf of third parties; (iii) service bureau or outsourcing arrangements; (iv) public display or performance; (v) framing or scraping content; or (vi) any use beyond internal educational operations.

(c) Survival: Upon termination, all licenses granted by Ark to School immediately terminate, except for AI-generated content licenses under Section 7.3(a) which survive perpetually.

7.6 Feedback and Improvements

(a) Feedback License: The School grants Ark a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable licence to use, incorporate, and exploit any Feedback provided by School or Authorised Users.

(b) No Obligation: Ark has no obligation to implement Feedback or to keep Feedback confidential.

(c) Ownership of Improvements: All improvements, enhancements, modifications, and new features developed by Ark, whether or not based on Feedback, are owned exclusively by Ark.

7.7 Trademark Usage

(a) Ark Marks: The School may not use Ark or AskArk™ trademarks, logos, or branding without prior written consent, except to factually describe its use of Services (e.g., “Our school uses AskArk™ for AI assistance”).

(b) School Marks: Ark may use the School’s name and logo in customer lists, case studies, and marketing materials unless the School provides written objection. The School may request removal at any time, to be effective within 30 days.

(c) Quality Control: Any approved trademark use must comply with usage guidelines provided by the trademark owner and maintain trademark integrity.

7.8 Copyright Notices

The School shall preserve all copyright, trademark, and proprietary notices included in Services, Documentation, and AI-generated content. Removal or alteration of such notices is strictly prohibited.

7.9 Third-Party Rights

The School acknowledges that Services may incorporate third-party components subject to open-source or proprietary licenses. Such components are licensed to School as part of Services, subject to underlying license terms. If conflict arises between this Agreement and third-party licenses, third-party licenses govern those specific components.

PROGRAMME SUPPORT, IMPLEMENTATION, AND TRAINING

8.1 Programme Manager Assignment

(a) Each School is assigned a dedicated Programme Manager upon programme commencement.

(b) The Programme Manager serves as School’s primary point of contact for:

(i) Implementation guidance and onboarding support;

(ii) Training coordination and Ark Academy™ navigation;

(iii) Technical assistance with Smart Asks and platform features;

(iv) Policy development guidance (AI Usage Policy, DPIA templates);

(v) Usage reporting and programme reviews; and

(vi) Escalation of technical issues or concerns.

(c) Availability: Programme Managers are available during normal Irish business hours (9:00-17:00 IST, Monday-Friday, excluding public holidays).

(d) Substitution: Ark reserves the right to change the assigned Programme Manager at any time, with reasonable notice to the School. Programme Manager changes do not affect School’s rights under this Agreement.

(e) Limitations: Programme Managers provide guidance and support but are not: (i) employees or agents of the School; (ii) responsible for School’s compliance decisions; (iii) legal or professional advisors; or (iv) guarantors of specific outcomes.

8.2 Support Services and Response Times

(a) Competence Queries: Programme Managers will provide initial responses to competence queries (questions about using Services, Smart Asks functionality, or platform capabilities) within 4 business hours during term time.

(b) Response Channels: Support is provided via: (i) direct email to assigned Programme Manager; (ii) telephone during business hours; or (iii) support ticket system if implemented.

(c) Escalation: Complex technical issues may be escalated to engineering teams with additional response time as reasonably required.

(d) Limitations: Response times are targets, not guarantees. Ark uses commercially reasonable efforts to meet targets but shall have no liability for delays in support response.

(e) School Cooperation: Timely support requires School cooperation, including: providing clear issue descriptions, granting necessary access for troubleshooting, and responding to information requests.

8.3 Implementation and Coordination

(a) Per-Term Meetings: Programme Managers conduct coordination meetings with School leadership each academic term to:

(i) Review programme progress and usage metrics;

(ii) Identify challenges and opportunities;

(iii) Plan training and professional development;

(iv) Discuss new features and Smart Asks;

(v) Align on priorities and goals; and

(vi) Address concerns or questions.

(b) Scheduling: Meetings are scheduled by mutual agreement. If the School is unavailable for scheduled meetings, this does not constitute service failure by Ark.

(i) Digital Learning Plan integration;

(ii) Policy development and updates;

(iii) Staff communication and change management;

(iv) Phased rollout strategies;

(v) Best practices from other schools (anonymised); and

(vi) Alignment with DES AI Guidance.

(d) Limits of Guidance: Implementation guidance is advisory only. The School remains solely responsible for implementation decisions, policy adoption, and outcomes.

8.4 Ark Academy™ Access and Training

(a) Unlimited Access: All School staff (not just licensed platform users) have unlimited access to Ark Academy™ resources during the Subscription Term.

(b) Available Resources:

(i) Self-paced learning modules on AI literacy, AskArk™ features, and Smart Asks usage;

(ii) Video tutorials and demonstrations;

(iii) Downloadable resources and templates;

(iv) Completion certificates for professional development records;

(v) Regular updates with new content; and

(vi) Archived webinars and recorded training sessions.

(c) No Guarantee of Outcomes: Ark provides training resources but does not guarantee that staff will complete training, achieve competence, or successfully implement Services. Staff engagement is School’s responsibility.

(d) Modifications: Ark may modify, update, or discontinue Ark Academy™ content at any time without notice.

8.5 School Obligations for Successful Implementation

The School acknowledges that successful programme implementation requires School commitment and agrees to:

(a) AI Champion Designation: Designate a staff member as “AI Champion” to coordinate implementation, serve as primary Programme Manager contact, champion adoption, and provide peer support.

(b) Staff Time Allocation: Allocate adequate staff time for:

(i) Initial onboarding and training (recommended minimum 3 hours per staff member);

(ii) Ongoing professional development and learning;

(iii) Policy development and review;

(iv) Coordination meetings with Programme Manager;

(v) Testing and providing feedback on Smart Asks; and

(vi) Supporting colleagues’ adoption.

(i) Per-term coordination meetings;

(ii) Programme reviews and evaluations;

(iii) Usage reporting and data sharing (anonymised);

(iv) Feedback surveys and improvement initiatives; and

(v) Beta testing of new features (optional).

(d) Policy Implementation: Implement policies developed through the programme, including:

(i) AI Usage Policy or addendum to existing policies;

(ii) Data Protection Policy updates;

(iii) Acceptable Use Policy revisions;

(iv) Staff guidelines and protocols; and

(v) Code of Behaviour updates if relevant.

(e) Communication: Communicate programme information, policies, and guidelines to all relevant staff, students, and parents/guardians as appropriate.

(f) Leadership Support: Ensure visible leadership support for AI adoption and integration into school culture and practices.

8.6 Limitations and Disclaimers

(a) No Professional Advisory Services: Programme support does not constitute legal, educational, or professional advisory services. Ark does not provide legal advice regarding GDPR compliance, data protection obligations, or regulatory matters. Schools should consult qualified professionals for legal guidance.

(b) No Guarantee of Adoption: Ark cannot guarantee that staff will adopt Services, that implementation will be successful, or that Schools will achieve specific objectives.

(c) School Decision-Making: All decisions regarding implementation, policy adoption, and use of Services remain exclusively within School’s discretion and responsibility.

(d) Best Efforts: Programme support is provided on a “best efforts” basis. Ark uses reasonable efforts to provide quality support but does not guarantee problem resolution, specific outcomes, or uninterrupted availability of Programme Managers.

8.7 Additional Services

Services beyond standard programme scope (e.g., extensive on-site training, custom Smart Ask development, specialised consulting) are not included in standard Fees and will be quoted separately. Such services require separate written agreement and payment in advance.

ACCEPTABLE USE POLICY AND USER OBLIGATIONS

9.1 General Acceptable Use Obligations

The School shall, and shall ensure that all Authorised Users:

(a) Use Services only for legitimate educational purposes consistent with the School’s educational mission;

(b) Comply with all applicable laws, including GDPR, child protection laws, intellectual property laws, and Department of Education regulations;

(d) Apply professional judgement and educational expertise to all AI-generated outputs;

(e) Verify accuracy and appropriateness of AI-generated content before use with students or in official School communications;

(f) Respect Intellectual Property Rights of third parties;

(g) Maintain confidentiality of login credentials and authentication information;

(h) Not share credentials with unauthorised individuals;

(i) Promptly report suspected security incidents, unauthorised access, or policy violations;

(j) Cooperate with Ark’s reasonable security and compliance measures.

9.2 Prohibited Uses

The School shall not, and shall ensure Authorised Users do not, use Services to:

(a) Illegal Activities:

(i) Violate any applicable law, regulation, or governmental directive;

(ii) Facilitate, promote, or engage in illegal activities;

(iii) Violate child protection or safeguarding laws;

(iv) Engage in harassment, bullying, or discrimination.

(b) Harmful or Inappropriate Content:

(i) Submit, transmit, or generate content that is defamatory, obscene, pornographic, violent, hateful, or discriminatory;

(ii) Submit content that endangers child safety or wellbeing;

(iii) Submit content promoting self-harm, violence, or illegal substances;

(iv) Submit malicious code, viruses, malware, or harmful technologies.

(b) Intellectual Property Infringement:

(i) Infringe copyright, trademark, patent, trade secret, or other Intellectual Property Rights;

(ii) Submit content without necessary rights or permissions;

(iii) Use AI-generated content in ways that violate third-party rights.

(d) Security and System Integrity:

(i) Attempt to gain unauthorised access to Services, accounts, systems, or networks;

(ii) Interfere with or disrupt Services, servers, or networks;

(iii) Circumvent security measures, access controls, or usage restrictions;

(iv) Probe, scan, or test vulnerabilities without written authorisation;

(v) Use automated tools (bots, scrapers, spiders) to access Services;

(vi) Overload or degrade system performance through excessive requests;

(vii) Reverse engineer, decompile, or disassemble Services;

(viii) Create or disseminate tools to circumvent access controls.

(e) Competitive Activities:

(i) Use Services to develop, train, or improve competing AI products or services;

(ii) Benchmark Services against competitors without written consent;

(iii) Use Services to provide outsourced services to third parties;

(iv) Extract or compile data to create competing databases or products.

(f) Misrepresentation:

(i) Impersonate other users, individuals, or entities;

(ii) Falsely claim affiliation with Ark or AskArk™;

(iii) Misrepresent source or authenticity of content;

(iv) Present AI-generated content as human-created without appropriate disclosure.

(g) Spam and Abuse:

(i) Send unsolicited communications or spam through Services;

(ii) Use Services for phishing or social engineering;

(iii) Engage in activities that could harm Ark’s reputation;

(iv) Abuse support services with frivolous or excessive requests.

9.3 DES AI Guidance Compliance

The School shall ensure use of Services aligns with Department of Education’s Guidance on Artificial Intelligence in Schools (October 2025), including:

(a) Implementing the 4P Framework (Purpose, Planning, Policies, Practice);

(b) Adhering to seven EU ethical AI principles;

(d) Updating school policies to address AI use (Acceptable Use Policy, Data Protection Policy, Code of Behaviour);

(e) Providing appropriate transparency to students and parents regarding AI use;

(f) Maintaining human oversight and professional judgement in all AI-assisted processes.

9.4 Monitoring and Enforcement

(a) Ark Rights: Ark reserves the right, but has no obligation, to:

(i) Monitor use of Services for security, compliance, and service improvement purposes;

(ii) Investigate suspected violations of this Acceptable Use Policy;

(iii) Access School accounts and User Content if necessary to investigate violations or respond to legal process;

(iv) Disclose information to law enforcement, regulatory authorities, or courts when legally required or reasonably necessary to protect rights or safety;

(v) Remove or disable access to content that violates this Policy;

(vi) Suspend or terminate access for Policy violations.

(b) No Obligation to Monitor: Ark has no obligation to monitor User Content or use of Services. The School acknowledges that Ark does not pre-screen or approve User Content and is not responsible for content submitted by Schools or Authorised Users.

(c) Automated Systems: Ark may employ automated systems to detect Policy violations, security threats, or unusual usage patterns. Such systems may result in false positives, and Ark shall have no liability for mistaken detections provided action is taken in good faith.

9.5 Violation Response

(a) Notification: If Ark believes a violation has occurred, Ark will notify the School and provide opportunity to respond, investigate, and remedy the violation.

(b) Remediation: The School shall promptly investigate reported violations and take appropriate corrective action, which may include:

(i) Disciplining or terminating access for violating Authorised Users;

(ii) Removing violating content;

(iii) Implementing additional controls or monitoring;

(iv) Providing staff training or policy reminders.

(c) Immediate Suspension: Notwithstanding Section 9.5(a), Ark may immediately suspend access without prior notice if:

(i) There is imminent risk to security, safety, or system integrity;

(ii) Violation involves illegal content, child safety concerns, or safeguarding issues;

(iii) School fails to respond to or remedy previous violations;

(iv) Continued access could result in liability for Ark; or

(v) Required by law, court order, or regulatory authority.

(d) Termination: Repeated or serious violations may result in termination of this Agreement pursuant to Section 15.2, without refund.

(e) No Liability: Ark shall have no liability to School or any third party for any suspension or termination conducted in accordance with this Section, including for lost data, service disruption, or consequential damages.

9.6 School Responsibilities for User Conduct

(a) The School is responsible for all use of Services by Authorised Users, including violations of this Policy.

(b) The School shall:

(i) Communicate this Acceptable Use Policy to all Authorised Users;

(ii) Train staff on acceptable use standards;

(iii) Implement appropriate supervision and oversight;

(iv) Promptly address reported violations;

(v) Take disciplinary action against violating users as appropriate; and

(vi) Maintain records of policy communication and training.

(c) Vicarious Liability: The School shall be liable for acts or omissions of Authorised Users as if they were acts or omissions of the School itself.

9.7 Reporting Violations

If the School becomes aware of any violation of this Acceptable Use Policy, it shall promptly notify Ark at hello@thearkhq.com and provide relevant details to enable investigation.

9.8 Policy Updates

Ark may update this Acceptable Use Policy from time to time. Material changes will be communicated pursuant to Section 18. Continued use after changes constitutes acceptance.

WARRANTIES AND REPRESENTATIONS

10.1 Ark Warranties

Ark represents and warrants that:

(a) Performance: AskArk™ will perform materially in accordance with Documentation when used in accordance with this Agreement;

(b) Professional Standards: Services will be provided with reasonable skill and care consistent with industry standards for educational technology platforms;

(d) No Malicious Code: Services, as delivered by Ark, do not intentionally contain viruses, malware, or other malicious code designed to harm School systems;

(e) Authority: Ark has full authority to enter into this Agreement and grant the licenses herein;

(f) Legal Compliance: Ark complies with applicable Irish and EU laws in delivering Services.

10.2 Warranty Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, ARK PROVIDES SERVICES “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

ARK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING:

(a) MERCHANTABILITY: Ark makes no warranty that Services are merchantable or fit for any particular purpose;

(b) FITNESS FOR PURPOSE: Ark does not warrant that Services meet all School’s specific requirements or objectives;

(c) NON-INFRINGEMENT: While Ark will defend claims as set forth in Section 17, Ark does not guarantee that AI-generated content is original, non-infringing, or exclusive;

(d) UNINTERRUPTED ACCESS: Ark does not warrant that Services will be uninterrupted, error-free, or available at all times;

(e) COMPLETE ACCURACY: Ark does not warrant that AI-generated content is accurate, complete, current, reliable, or appropriate for any specific use;

(f) THIRD-PARTY SERVICES: Ark makes no warranties regarding third-party services, integrations, or Third-Party AI Providers;

(g) SECURITY: While Ark implements robust security measures, Ark does not warrant that Services are completely secure or that breaches cannot occur;

(h) RESULTS: Ark does not guarantee any specific outcomes, results, cost savings, efficiency gains, or improvements from using Services;

(i) DATA LOSS: Ark does not warrant against data loss and recommends Schools maintain independent backups of critical data.

10.3 AI Content Limitations

The School expressly acknowledges that AI-generated content:

(a) Requires Verification: Must be verified for accuracy, appropriateness, and compliance before use, particularly with students;

(b) May Contain Errors: May contain factual errors, logical inconsistencies, inappropriate content, or misleading information;

(d) May Lack Currency: May not reflect the most recent information, particularly regarding current events or recent policy changes;

(e) May Lack Context: May not fully account for specific school context, student needs, or local circumstances;

(f) May Infringe: May unintentionally resemble copyrighted works or violate third-party rights;

(g) Is Not Legal Advice: Does not constitute legal, medical, financial, or professional advice and should not be relied upon as such;

(h) Requires Professional Judgement: Must be reviewed and filtered through educator professional judgement and expertise.

10.4 Third-Party AI Provider Disclaimer

(a) Services utilise Third-Party AI Providers whose models, performance, availability, and outputs are beyond Ark’s direct control.

(b) Ark MAKES NO WARRANTIES REGARDING:

(i) Performance, accuracy, or reliability of Third-Party AI Providers’ models;

(ii) Availability or continuity of third-party AI services;

(iii) Changes to third-party AI capabilities, policies, or pricing;

(iv) Third-party AI providers’ compliance with their own terms or policies (beyond contractual commitments to Ark); or

(v) Outputs generated by third-party AI models.

(c) Ark’s sole obligation regarding Third-Party AI Providers is to: (i) select providers based on reasonable evaluation of data protection practices; (ii) impose appropriate contractual data protection obligations; and (iii) change providers if necessary to maintain service delivery, subject to notice rights in Section 4.4.

10.5 School Representations and Warranties

The School represents and warrants that:

(a) Authority: The individual executing this Agreement has full authority to bind the School;

(b) Compliance: The School will comply with all applicable laws, regulations, and this Agreement;

(c) User Content Rights: The School has all necessary rights, consents, and permissions to submit User Content to Services;

(d) No Infringement: User Content does not infringe third-party Intellectual Property Rights, privacy rights, or other rights;

(e) Lawful Basis: The School has established lawful basis under GDPR for processing any Personal Data submitted to Services;

(f) Privacy Notices: The School has provided adequate privacy notices to data subjects regarding processing through AskArk™ and Third-Party AI Providers;

(g) Authorised Users: All Authorised Users are genuine employees, contractors, or agents of the School who are authorised to access Services;

(h) No Breach: Entering into and performing this Agreement does not violate any other agreement, obligation, or duty owed by the School;

(i) Registered Institution: The School is a duly registered or recognised educational institution in the Republic of Ireland.

10.6 Warranty Claims and Remedies

(a) Notice: The School must notify Ark in writing of any breach of warranty within 30 days of discovering the breach. Failure to provide timely notice waives the claim.

(b) Opportunity to Cure: Ark shall have 30 days from receipt of notice to cure the breach or provide a plan for cure.

(i) Ark will use commercially reasonable efforts to correct the breach; or

(ii) If Ark cannot correct the breach within a reasonable timeframe, School may terminate this Agreement and receive a pro-rata refund of prepaid Fees for unused service period.

(d) No Other Remedies: The remedies in Section 10.6(c) are the School’s sole and exclusive remedies for breach of warranty. Ark shall have no other liability for warranty breaches.

10.7 Warranty Exclusions

Ark warranties in Section 10.1 do not apply to:

(a) Issues caused by School’s misuse of Services, breach of this Agreement, or failure to follow Documentation;

(b) Modifications, alterations, or customisations made by anyone other than Ark;

(d) Issues resulting from School’s systems, network, infrastructure, or technical environment;

(e) Beta Features, pilot programmes, or experimental functionality;

(f) Force Majeure Events or circumstances beyond Ark’s reasonable control;

(g) Third-Party AI Provider performance, outputs, or availability;

(h) User Content or AI-generated content based on User Content;

(i) Unauthorised access or use by School or third parties; or

(j) Issues arising after termination of this Agreement.

CONFIDENTIALITY

11.1 Definition of Confidential Information

“Confidential Information” means all non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally, in writing, electronically, or in any other form, that:

(a) Is designated as “confidential,” “proprietary,” or with similar designation; or

(b) Reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Confidential Information includes, but is not limited to:

(i) For Ark: technical information about Services, algorithms, methodologies, source code, security measures, pricing structures, business strategies, customer lists, and trade secrets;

(ii) For School: User Content, student information, staff information, institutional data, and internal school policies not publicly available;

(iii) Terms of this Agreement (financial and proprietary terms, not its existence).

11.2 Exclusions from Confidential Information

Confidential Information does not include information that:

(a) Was publicly known at the time of disclosure or becomes publicly known through no breach by Receiving Party;

(b) Was rightfully known by Receiving Party prior to disclosure, as evidenced by written records;

(d) Is independently developed by Receiving Party without reference to Disclosing Party’s Confidential Information, as evidenced by written records; or

(e) Is required to be disclosed by law, regulation, court order, or governmental authority, provided Receiving Party provides advance notice to Disclosing Party (where legally permissible) and limits disclosure to extent required.

11.3 Obligations of Receiving Party

The Receiving Party shall:

(a) Maintain Confidential Information in strict confidence using at least the same degree of care as it uses for its own confidential information of similar nature, but no less than reasonable care;

(b) Not disclose Confidential Information to any third party except as expressly permitted in this Agreement;

(d) Limit access to Confidential Information to employees, contractors, and agents who: (i) have a legitimate need to know; (ii) have been informed of confidentiality obligations; and (iii) are bound by confidentiality obligations at least as protective as those herein;

(e) Promptly notify Disclosing Party of any unauthorised use or disclosure of Confidential Information and cooperate in remediation;

(f) Upon termination or upon Disclosing Party’s request, return or destroy all Confidential Information and certify destruction in writing (except Confidential Information that Receiving Party is legally required to retain).

11.4 Permitted Disclosures

Notwithstanding Section 11.3, Receiving Party may disclose Confidential Information:

(a) To professional advisors (solicitors, accountants, auditors) bound by professional confidentiality obligations;

(b) As required by law, regulation, court order, or governmental authority (with advance notice to Disclosing Party where legally permissible);

(d) By Ark, to sub-processors as necessary to deliver Services, provided sub-processors are bound by confidentiality obligations consistent with this Agreement.

11.5 Data Protection Overlay

Where Confidential Information includes Personal Data, the receiving party shall additionally comply with GDPR and the DPA. In the event of conflict between confidentiality obligations and data protection obligations, the stricter obligation applies.

11.6 No Implied Rights

Disclosure of Confidential Information does not grant Receiving Party any license, right, or interest in Confidential Information except as expressly

set forth in this Agreement.

11.7 Remedies

The parties acknowledge that breach of confidentiality obligations may cause irreparable harm for which monetary damages are inadequate. In addition to any other remedies available at law or equity, Disclosing Party shall be entitled to seek injunctive relief to prevent breach or continued breach without need to post bond.

11.8 Survival

Confidentiality obligations survive termination of this Agreement for a period of five (5) years, except for:

(a) Trade secrets, which remain confidential for as long as they remain trade secrets under applicable law;

(b) Personal Data, which is governed by GDPR retention requirements and the DPA.

INDEMNIFICATION

12.1 School Indemnification of Ark

The School shall defend, indemnify, and hold harmless Ark, its Affiliates, officers, directors, employees, agents, contractors, and licensors (collectively, “Ark Indemnified Parties”) from and against any and all third-party claims, actions, demands, proceedings, losses, damages, liabilities, settlements, costs, and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Claims”) arising from or relating to:

(a) School Breach: School’s breach of any representation, warranty, covenant, or obligation under this Agreement;

(b) User Content: User Content submitted by School or Authorised Users, including claims of infringement, defamation, privacy violation, or unlawful content;

(c) AI Content Use: School’s use of AI-generated content, including use that infringes third-party rights, violates laws, or causes harm;

(d) Unauthorised Use: Use of Services by unauthorised individuals due to School’s failure to secure credentials or properly manage access;

(e) Data Protection Violations: School’s failure to comply with GDPR or other data protection obligations as data controller, including failure to establish lawful basis, provide adequate privacy notices, or respond to data subject requests;

(f) Acceptable Use Violations: Violations of the Acceptable Use Policy by School or Authorised Users;

(g) Misrepresentation: School’s misrepresentations to third parties regarding Services, including false attributions or endorsements;

(h) Third-Party Rights: Violation of third-party Intellectual Property Rights, privacy rights, or other rights by School’s use of Services;

(i) Negligence: School’s negligent acts or omissions in connection with use of Services;

(j) Combination Claims: Claims arising from combination of Services with School’s products, services, or content (except to extent such claim would exist for Services alone); or

(k) Educational Outcomes: Claims by students, parents, staff, or other third parties related to educational decisions, content, assessments, or outcomes where AI-generated content was used (subject to School’s application of professional judgment).

12.2 Ark Indemnification of School

Ark shall defend, indemnify, and hold harmless School, its officers, directors, employees, and agents (collectively, “School Indemnified Parties”) from and against any Claims arising from:

(a) Infringement: Allegations that the AskArk™ platform itself (excluding AI-generated content and User Content) infringes third-party Intellectual Property Rights;

(b) Ark Breach: Ark’s material breach of its obligations as data processor under the DPA, where such breach directly causes a GDPR enforcement action against the School;

12.3 Indemnification Exclusions

Ark’s indemnification obligation under Section 12.2 does not apply to Claims arising from or relating to:

(a) Modifications to Services made by anyone other than Ark;

(b) Use of Services in combination with third-party products or services not specified by Ark;

(d) AI-generated content, which is specifically excluded from infringement indemnification;

(e) Third-Party AI Provider models, outputs, or conduct (except to extent Ark breached selection or contracting obligations);

(f) User Content or School’s proprietary content;

(g) Claims where School settles or admits liability without Ark’s prior written consent;

(h) Claims arising primarily from School’s breach or negligence;

(i) Continuation of allegedly infringing conduct after Ark notified School to cease use of specific features; or

(j) Claims brought by regulatory authorities or government agencies (subject to Section 12.2(b)’s limited exception).

12.4 Indemnification Procedures

(a) Notice: The indemnified party shall promptly notify the indemnifying party in writing of any Claim for which indemnification is sought. Failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced by the delay.

(b) Control: The indemnifying party shall have sole control over defense and settlement of the Claim, provided:

(i) The indemnified party may participate in defense with counsel of its own choosing at its own expense;

(ii) The indemnifying party shall not settle any Claim in a manner that imposes obligations on, or admits fault by, the indemnified party without the indemnified party’s prior written consent (not to be unreasonably withheld);

(iii) The indemnified party shall reasonably cooperate with defense, at indemnifying party’s expense.

(c) Right to Assume: If the indemnifying party does not assume defense of a Claim within 30 days of notice, the indemnified party may defend the Claim at the indemnifying party’s expense.

12.5 Mitigation and Remedies for Infringement

If Services become, or in Ark’s opinion are likely to become, subject to an infringement claim, Ark may, at its option and expense:

(a) Obtain necessary licenses or rights to continue providing Services;

(b) Modify Services to be non-infringing while maintaining materially equivalent functionality;

(d) If none of the foregoing is commercially reasonable, terminate this Agreement and refund prepaid Fees on a pro-rata basis for unused service period.

12.6 Exclusive Remedy

SECTIONS 12.2 AND 12.5 STATE ARK’S ENTIRE LIABILITY AND SCHOOL’S EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

12.7 Survival

Indemnification obligations survive termination or expiration of this Agreement.

LIMITATION OF LIABILITY

13.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY IRISH LAW, ARK’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL FEES PAID BY SCHOOL TO ARK IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

13.2 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY IRISH LAW, IN NO EVENT SHALL ARK BE LIABLE FOR:

(a) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES;

(b) LOSS OF PROFITS, REVENUES, OR ANTICIPATED SAVINGS;

(d) LOSS OF USE OR BUSINESS INTERRUPTION;

(e) LOSS OF REPUTATION OR GOODWILL;

(f) FAILURE TO ACHIEVE EXPECTED EFFICIENCIES OR COST SAVINGS;

(g) CLAIMS BY STUDENTS, PARENTS, OR STAFF RELATED TO EDUCATIONAL DECISIONS OR OUTCOMES;

(h) REGULATORY FINES, PENALTIES, OR SANCTIONS IMPOSED ON SCHOOL;

(i) THIRD-PARTY CLAIMS BEYOND THOSE COVERED BY INDEMNIFICATION IN SECTION 12; OR

(j) COST OF PROCUREMENT OF SUBSTITUTE SERVICES;

EVEN IF ARK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.3 Limitations for Specific Scenarios

Without limiting Sections 13.1 and 13.2:

(a) Third-Party AI Providers: Ark shall have no liability for failures, errors, outages, changes in service, pricing changes, or termination of service by Third-Party AI Providers, except as expressly stated in Section 4.4 regarding provider changes;

(b) AI-Generated Content: Ark shall have no liability for inaccuracy, inappropriateness, offensiveness, bias, errors, or infringement in AI-generated content. School assumes all risk related to use of AI outputs;

(c) Data Breaches by Third Parties: Ark’s liability for data breaches caused entirely by Third-Party AI Providers or other sub-processors is limited to enforcement of contractual rights against such providers and compliance with notice obligations under Section 6.7;

(d) Service Availability: Ark’s liability for service unavailability, downtime, or performance degradation is limited to service credits as set forth in Section 13.7, which constitute School’s sole and exclusive remedy;

(e) User Content: Ark shall have no liability for loss, corruption, or disclosure of User Content except to the extent directly caused by Ark’s gross negligence or willful misconduct;

(f) School’s Implementation Decisions: Ark shall have no liability for School’s decisions regarding implementation, policy adoption, staff training, or use of Services;

(g) Beta Features: Ark shall have no liability whatsoever for Beta Features provided “AS IS” pursuant to Section 4.8;

(h) Force Majeure: Ark shall have no liability for delays or failures resulting from Force Majeure Events as defined in Section 2 and detailed in Section 19.

13.4 Exceptions to Liability Limitations

The limitations in Sections 13.1, 13.2, and 13.3 do not apply to:

(a) Death or Personal Injury: Liability for death or personal injury caused by Ark’s negligence;

(b) Fraud: Liability for fraud or fraudulent misrepresentation by Ark;

(c) Gross Negligence and Willful Misconduct: Liability for damages directly caused by Ark’s gross negligence or willful misconduct;

(d) Data Breach from Security Failure: Liability for data breaches directly resulting from Ark’s failure to implement security measures represented in Section 6.4, up to the liability cap in Section 13.1;

(e) GDPR Liability: Liability under GDPR Articles 82-84, which cannot be contractually limited (however, such liability is subject to GDPR’s own limitations and apportionment rules);

(f) Indemnification Obligations: Liability under indemnification obligations in Section 12 (which have their own separate limits);

(g) Confidentiality Breaches: Liability for intentional breach of confidentiality obligations causing direct monetary loss;

(h) Statutory Rights: Any liability that cannot be excluded or limited under Irish law.

13.5 Proportionate Liability

Where liability arises from acts or omissions of both parties, or involves multiple responsible parties (including Third-Party AI Providers), liability shall be apportioned in accordance with degree of fault. Ark shall not be liable for portions of damage attributable to:

(a) School’s breach of this Agreement;

(b) School’s negligence or misconduct;

(d) Third-Party AI Providers (beyond Ark’s control);

(e) Third-party acts or omissions;

(f) School’s implementation decisions; or

(g) Force Majeure Events.

13.6 Failure of Essential Purpose

The parties acknowledge that the limitations of liability in this Section 13 are fundamental elements of the bargain between the parties. The Fees reflect this allocation of risk and limitation of liability. If any limitation or exclusion is held unenforceable, it shall be modified to the maximum extent permissible, and remaining limitations shall remain in full effect.

13.7 Service Credits for Availability Issues

(a) Availability Target: Ark targets 99.5% platform availability per calendar month, measured as percentage of time Services are accessible, excluding:

(i) Scheduled maintenance notified at least 48 hours in advance;

(ii) Emergency maintenance required for security or system integrity;

(iii) Force Majeure Events;

(iv) Third-Party AI Provider outages;

(v) Internet service provider or telecommunications failures;

(vi) Issues caused by School systems, network, or configuration;

(vii) Suspension or restriction pursuant to this Agreement.

(b) Service Credit Calculation: If monthly availability falls below target:

Availability	Service Credit
98.0% – 99.5%	2.5% of monthly Fee
95.0% – 97.9%	5% of monthly Fee
Below 95.0%	10% of monthly Fee

(i) School must submit written claim within 30 days of month end;

(ii) Claim must include dates/times of unavailability;

(iii) Ark will verify claim against monitoring data;

(iv) Approved credits applied to next invoice;

(v) If no future invoice, credit applied to final renewal or refunded.

(d) Exclusive Remedy: Service credits are School’s sole and exclusive remedy for availability issues. School waives all other remedies, including damages claims, for service unavailability within scope of this Section 13.7.

13.8 Claims Timing

Any claim against Ark must be brought within twelve (12) weeks of the date the cause of action arose. Claims brought after this period are time-barred and waived.

13.9 Acknowledgment

THE SCHOOL ACKNOWLEDGES THAT IT HAS READ THIS SECTION 13, UNDERSTANDS IT, AND AGREES THAT IT IS REASONABLE GIVEN THE NATURE OF SERVICES, THE FEES CHARGED, AND THE ALLOCATION OF RISK BETWEEN THE PARTIES.

TERM, TERMINATION, AND EFFECTS

14.1 Initial Term and Renewals

(a) Initial Term: This Agreement commences on the Effective Date and continues for the initial Subscription Term specified in the Programme Agreement (typically 12 months).

(b) Automatic Renewal: Unless either party provides written notice of non-renewal at least sixty (60) days prior to expiration of the current Subscription Term, this Agreement shall automatically renew for successive twelve (12) month terms (each, a “Renewal Term”) under the same terms and conditions, except:

(i) Fees for Renewal Terms are subject to adjustment pursuant to Section 5.4;

(ii) Ark may update these Terms for Renewal Terms pursuant to Section 18; and

(iii) Third-Party AI Providers may change pursuant to Section 4.4.

(c) Non-Renewal Notice: Either party may elect not to renew by providing written notice to the other party at least sixty (60) days before the end of the then-current Subscription Term. Non-renewal is not a termination for breach and does not trigger refund obligations.

14.2 Termination for Material Breach

(a) By Either Party: Either party may terminate this Agreement for the other party’s material breach if:

(i) The non-breaching party provides written notice specifying the breach;

(ii) The breaching party fails to cure the breach within thirty (30) days of receiving notice; and

(iii) The breach is not cured or a reasonable cure plan is not agreed within the cure period.

(b) Examples of Material Breach:

By School:

(i) Non-payment of Fees beyond cure period;

(ii) Unauthorised use beyond licensed scope;

(iii) Repeated or serious violations of Acceptable Use Policy;

(iv) Sharing credentials with unauthorised parties;

(v) Reverse engineering or competitive use of Services;

(vi) Material breach of data protection obligations creating legal liability for Ark.

By Ark:

(i) Complete failure to provide access to Services for extended period (subject to Force Majeure);

(ii) Material breach of data protection obligations under DPA causing regulatory enforcement;

(iii) Intentional disclosure of School Confidential Information; or

(iv) Abandonment of AskArk™ platform entirely.

(c) Refund Upon Ark Material Breach: If School validly terminates for Ark’s uncured material breach, School shall receive a pro-rata refund of prepaid Fees for the unused portion of the Subscription Term, less a 10% administrative fee.

(d) No Refund Upon School Material Breach: If Ark terminates for School’s uncured material breach, no refund is due.

14.3 Immediate Termination or Suspension

Ark may immediately suspend School’s access to Services or terminate this Agreement without cure period in the following circumstances:

(a) Non-Payment: Invoice remains unpaid fourteen (14) days after due date (suspension permitted after 5 days’ notice per Section 5.3);

(b) Security Threat: School’s use poses imminent security threat to Services, infrastructure, or other customers;

(c) Illegal Activity: School uses Services for illegal purposes, including child safety violations or safeguarding breaches;

(d) Regulatory Order: Ark is ordered by court or regulatory authority to cease providing Services to School;

(e) Repeated Breaches: School repeatedly breaches this Agreement, even if individual breaches are cured;

(f) Insolvency: School becomes insolvent, files for bankruptcy protection, or ceases operations;

(g) Fraud: School engages in fraudulent conduct related to this Agreement;

(h) Excessive Risk: School’s use creates unacceptable legal, regulatory, or reputational risk for Ark.

14.4 Effect of Termination

Upon expiration or termination of this Agreement, regardless of reason:

(a) Immediate Effects:

(i) All licenses granted to School immediately terminate;

(ii) School and all Authorised Users shall immediately cease accessing and using Services;

(iii) School shall immediately cease representing itself as an AskArk™ customer;

(iv) Ark shall cease providing Services;

(v) Outstanding invoices become immediately due and payable.

(b) Data Handling:

(i) Ark shall cease processing School data (except as necessary for return/deletion);

(ii) Within fifteen (15) days, School shall specify whether it requires data return or deletion;

(iii) Within thirty (30) days of termination (or School’s election if later), Ark shall return or delete School data pursuant to Section 6.10;

(iv) School acknowledges that recovery of data after deletion is not possible and Ark has no obligation to retain data beyond deletion date.

(i) Even if School has provided non-renewal or termination notice, access continues through end of paid Subscription Term;

(ii) School may not access Services or retrieve data after Subscription Term ends;

(iii) School is responsible for exporting any desired data before termination takes effect.

(d) Outstanding Payments:

(i) All payment obligations for services rendered prior to termination survive and become immediately due;

(ii) Late payment interest continues to accrue on overdue amounts;

(iii) No refund is provided for early termination except as expressly stated in Section 14.2(c).

(e) Ark Property:

(i) School shall return or destroy (at Ark’s election) all Ark Confidential Information, Documentation, and materials;

(ii) School shall certify completion of return/destruction in writing;

(iii) School shall immediately cease using any Ark trademarks or branding.

14.5 Survival of Provisions

The following provisions survive termination or expiration of this Agreement:

(a) Sections related to payment obligations (Section 5);

(b) Data return/deletion obligations (Section 6.10);

(d) AI-generated content licenses to School (Section 7.3(a));

(e) Ark’s intellectual property ownership (Section 7.4);

(f) Confidentiality obligations (Section 11);

(g) Indemnification obligations (Section 12);

(h) Limitation of liability (Section 13);

(i) Termination effects (Section 14.4);

(j) Dispute resolution (Section 21);

(k) General provisions (Section 23);

(l) Any provision which by its nature should reasonably survive.

14.6 Change of Control and Succession

(a) Automatic Assignment: In the event of:

(i) Change in School’s Board of Management;

(ii) School merger, consolidation, or reorganisation;

(iii) Change of School control or governance structure;

This Agreement automatically assigns to and binds the successor Board, entity, or governance structure without need for execution of new documentation.

(b) Continuity: All rights, licenses, obligations, terms, and conditions continue in full force and effect through such transitions.

(c) Notification: School shall notify Ark of such changes within thirty (30) days, providing updated contact information for invoicing and notices.

(d) Ark Assignment: Ark may assign this Agreement to its Affiliates, successors, or acquirers without School consent. Ark shall provide notice of such assignment but Assignment is effective immediately.

14.7 Termination Assistance

Upon reasonable request and at School’s expense (based on Ark’s standard professional services rates), Ark may provide reasonable termination assistance for up to thirty (30) days following termination, including:

(a) Assistance with data export in available formats;

(b) Clarification of export file structures;

(d) Transition guidance (subject to confidentiality).

Such assistance is provided “as is” without warranties and does not extend licenses or access to Services beyond termination date.

MODIFICATIONS TO AGREEMENT

15.1 Ark’s Right to Modify

(a) Ark reserves the right to modify, amend, or update these Terms at any time, with or without advance notice, except as provided in Section 15.2.

(b) For material changes (as defined in Section 15.3), Ark shall provide at least sixty (60) days’ advance written notice to the School’s primary contact listed in the Programme Agreement.

(c) For non-material changes, Ark may provide shorter notice or update Terms without specific notice, relying on posting updated Terms at [URL] with “Last Updated” date.

15.2 Material Changes Requiring Notice

“Material changes” include changes that:

(a) Significantly increase School’s payment obligations beyond inflation-based adjustments;

(b) Materially reduce core Services functionality or scope;

(d) Materially increase School’s liability or obligations;

(e) Alter dispute resolution provisions;

(f) Significantly reduce warranties or increase warranty disclaimers.

15.3 Acceptance of Modifications

(a) Continued Use = Acceptance: Continued access to or use of Services after the effective date of modified Terms constitutes acceptance of the modifications.

(b) Objection Right: If School objects to material changes, School may provide written notice of non-renewal pursuant to Section 14.1(c) within thirty (30) days of receiving notice of changes. In such case:

(i) This Agreement continues under existing Terms through end of current Subscription Term;

(ii) Agreement terminates at end of current term without renewal;

(iii) No refund is provided for early termination due to Term modifications.

(c) No Negotiation Obligation: Ark has no obligation to negotiate individual changes or custom terms for Schools. Modifications apply uniformly to all customers within customer category.

15.4 Programme Agreement Amendments

Material changes to Programme scope, licensed user count, Fees (outside annual adjustment rights), or core Service components require mutual written agreement signed by authorised representatives of both parties. Such amendments supersede conflicting provisions in these Terms for that specific School.

15.6 Notice of Changes

Notice of modifications may be provided by:

(a) Email to School’s primary contact listed in Programme Agreement;

(b) Notification within the AskArk™ platform upon login;

(d) Written notice sent to School’s address in Programme Agreement.

Any single method constitutes valid notice.

15.7 Version Control

Ark shall maintain version history of Terms at [URL] showing “Last Updated” date. Schools are responsible for periodically reviewing Terms for updates.

GOVERNING LAW AND DISPUTE RESOLUTION

16.1 Governing Law

This Agreement and all disputes arising out of or relating to this Agreement, its interpretation, performance, breach, or termination shall be governed by and construed in accordance with the laws of the Republic of Ireland, without regard to its conflict of law provisions.

16.2 Jurisdiction and Venue

(a) For any matters requiring court intervention (including enforcement of arbitration awards, injunctive relief pending arbitration, or issues excluded from arbitration), the parties irrevocably submit to the exclusive jurisdiction of the courts of the Republic of Ireland.

(b) The parties irrevocably waive any objection to venue in Irish courts on grounds of inconvenient forum or any other basis.

(c) Each party irrevocably consents to service of process in any legal proceeding by registered mail to its address set forth in the Programme Agreement or as subsequently updated in writing.

16.3 Three-Tiered Dispute Resolution

The parties agree to the following escalating dispute resolution procedure:

Tier 1: Informal Resolution (Mandatory)

(a) Before initiating formal dispute resolution, the aggrieved party shall provide written notice to the other party describing the dispute in reasonable detail.

(b) Senior representatives of both parties (at minimum, Principal/School Leadership for School and Director-level for Ark) shall meet (in person or virtually) within fourteen (14) days to attempt good-faith resolution.

(c) Discussions during informal resolution are confidential settlement negotiations inadmissible in subsequent proceedings (to maximum extent permitted by law).

(d) If resolution is not achieved within thirty (30) days of initial notice, either party may proceed to Tier 2.

Tier 2: Mediation (Mandatory)

(a) If informal resolution fails, either party may initiate mediation by written notice to the other party.

(b) Mediator Selection: Within fourteen (14) days of mediation notice, parties shall attempt to agree on a mediator. If no agreement is reached, either party may request appointment by the Mediators’ Institute of Ireland.

(d) Process: Mediation shall be conducted in accordance with the Mediators’ Institute of Ireland Mediation Rules, unless parties agree to alternative procedures.

(e) Good Faith Participation: Both parties shall participate in mediation in good faith with authority to settle the dispute.

(f) Costs: Each party bears its own costs. Mediator fees and administrative costs are shared equally unless parties agree otherwise.

(g) Confidentiality: Mediation is confidential. All communications, offers, and discussions are inadmissible in subsequent proceedings to maximum extent permitted by law.

(h) Duration: If dispute is not resolved within sixty (60) days of mediator appointment (or such longer period as parties agree), either party may proceed to Tier 3.

Tier 3: Arbitration (Binding)

(a) Arbitration Requirement: If mediation fails, disputes shall be finally resolved by binding arbitration, except for matters excluded in Section 16.4.

(b) Arbitration Rules: Arbitration shall be conducted in accordance with the Arbitration Rules of the International Chamber of Commerce (ICC) in effect at the time of arbitration, except as modified by this Agreement.

(i) Seat of arbitration: Dublin, Ireland;

(ii) Language: English.

(d) Number of Arbitrators:

(i) For disputes involving claimed amounts under €100,000: one (1) arbitrator;

(ii) For disputes involving claimed amounts of €100,000 or more: three (3) arbitrators;

(iii) If parties cannot agree on number, ICC decides.

(e) Arbitrator Selection:

(i) For single arbitrator: parties shall attempt to agree within fourteen (14) days; if no agreement, ICC appoints;

(ii) For three arbitrators: each party appoints one arbitrator within fourteen (14) days of arbitration notice, and the two appointed arbitrators select the third (chair) within fourteen (14) days; if either party fails to appoint or appointed arbitrators cannot agree on chair, ICC appoints.

(f) Arbitrator Qualifications: Arbitrators must have:

(i) At least ten (10) years’ experience in commercial law;

(ii) Familiarity with technology licensing and data protection law preferred;

(iii) No conflict of interest with either party.

(g) Expedited Proceedings: For disputes under €50,000, parties may agree to expedited arbitration with abbreviated briefing and hearing schedules.

(h) Discovery/Disclosure: Discovery shall be limited to documents and information directly relevant to claims or defenses, as determined by arbitrator(s). No depositions unless arbitrator(s) authorize for good cause.

(i) Arbitration Award:

(i) Award shall be in writing and include reasoning;

(ii) Award is final and binding on both parties;

(iii) Award may be entered as judgment in any court of competent jurisdiction;

(iv) Award may include costs, attorneys’ fees, and interest as provided in Section 16.5.

(j) Costs of Arbitration:

(i) ICC administrative fees and arbitrator fees are allocated as arbitrator(s) determine, typically borne by losing party or apportioned based on degree of success;

(ii) Each party initially bears its own attorneys’ fees and costs, subject to reallocation in award.

(k) Confidentiality: Arbitration proceedings, evidence, submissions, and awards are confidential and shall not be disclosed except:

(i) As necessary to enforce the award;

(ii) As required by law or regulatory authority;

(iii) To professional advisors bound by confidentiality;

(iv) With consent of both parties.

16.4 Exceptions to Arbitration

The following matters are excluded from mandatory arbitration and may be brought directly in Irish courts:

(a) Injunctive Relief: Applications for preliminary or permanent injunctive relief, including:

(i) Enforcement of confidentiality obligations;

(ii) Protection of Intellectual Property Rights;

(iii) Prevention of Acceptable Use Policy violations;

(iv) Immediate suspension or termination for security threats.

(b) Payment Collection: Ark may pursue unpaid Fees through court collection proceedings or debt collection without first proceeding through mediation or arbitration.

(c) Regulatory or Government Actions: Claims by or against regulatory authorities, government agencies, or courts are not subject to arbitration.

(d) Data Subject Rights: Claims by individual data subjects asserting rights under GDPR are not subject to arbitration.

(e) Small Claims: Either party may pursue claims within the jurisdiction of Ireland’s Small Claims Court through that forum.

16.5 Attorneys’ Fees and Costs

(a) Prevailing Party: In any dispute proceeding (mediation, arbitration, or court), the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses from the non-prevailing party.

(b) “Prevailing Party” Definition: For purposes of this provision, “prevailing party” means the party that obtains substantially the relief sought, as determined by the mediator, arbitrator(s), or court.

(c) Partial Success: If both parties achieve partial success, fees and costs may be apportioned by the decision-maker based on degree of success.

(d) Settlement: If dispute is resolved by settlement, allocation of fees and costs shall be addressed in settlement agreement; absent agreement, each party bears its own.

16.6 Waiver of Class Actions

BOTH PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, REPRESENTATIVE ACTIONS, OR CONSOLIDATED PROCEEDINGS. All disputes must be brought individually. This waiver applies even if other party has similar claims that could be joined.

16.7 Limitation Period

Notwithstanding any statutory limitation period, no claim arising under or related to this Agreement may be brought more than twelve (12) months after the date the cause of action accrued. This contractual limitation period applies to maximum extent permitted by Irish law.

16.8 Injunctive Relief

Notwithstanding arbitration requirements, either party may seek preliminary or permanent injunctive relief from a court of competent jurisdiction if:

(a) Immediate relief is necessary to prevent irreparable harm;

(b) The dispute resolution process would not provide adequate or timely remedy;

Seeking such relief does not waive arbitration rights for underlying disputes.

16.9 Severability of Dispute Resolution Provisions

If any portion of this Section 16 is found invalid or unenforceable, the remaining portions shall remain in full force and effect. If arbitration provision is found unenforceable, disputes shall be resolved exclusively in Irish courts pursuant to Section 16.2.

FORCE MAJEURE

17.1 Definition of Force Majeure Events

Neither party shall be liable for failure or delay in performing its obligations under this Agreement (except payment obligations, which are not excused) to the extent such failure or delay is caused by a Force Majeure Event beyond the party’s reasonable control, including but not limited to:

(a) Natural Disasters: Earthquakes, floods, fires, hurricanes, tornadoes, severe weather, pandemics, epidemics, or other acts of God;

(b) Government Actions: War, invasion, hostilities, terrorist acts, civil unrest, riots, strikes (other than those of the party’s own employees), government orders, embargoes, blockades, or regulatory prohibitions;

(i) Widespread internet service provider outages;

(ii) Backbone telecommunications failures;

(iii) Power grid failures or extended power outages;

(iv) Data center infrastructure failures (other than those within Ark’s direct control);

(v) Third-Party AI Provider platform-wide outages or service terminations.

(d) Cybersecurity Events: Widespread cyberattacks, DDoS attacks, or other security incidents affecting internet infrastructure (not targeted specifically at party claiming Force Majeure).

17.2 Notification Requirements

(a) The affected party shall notify the other party in writing as soon as reasonably practicable (within five (5) business days) after becoming aware that a Force Majeure Event is preventing or delaying performance.

(b) Notice must describe:

(i) Nature of the Force Majeure Event;

(ii) Expected duration (if ascertainable);

(iii) Obligations affected;

(iv) Mitigation measures being taken.

(c) The affected party shall provide regular updates (at least every fourteen (14) days) on status and expected resolution.

17.3 Obligations During Force Majeure

(a) Mitigation Duty: The affected party shall use commercially reasonable efforts to mitigate effects of the Force Majeure Event and resume performance as soon as practicable.

(b) Partial Performance: If only part of party’s obligations are affected, party must continue performing unaffected obligations.

17.4 Rights During Extended Force Majeure

(a) If Force Majeure Event prevents substantial performance for more than sixty (60) consecutive days, the non-affected party may terminate this Agreement by written notice without penalty or further obligation (except payment for services already rendered).

(b) If termination occurs due to Force Majeure:

(i) School shall receive pro-rata refund of prepaid Fees for services not delivered during Force Majeure period, calculated from date Force Majeure notice was provided;

(ii) Neither party has liability to the other for termination;

(iii) Data return/deletion obligations apply per Section 6.10.

17.5 Exclusions from Force Majeure

Force Majeure does not excuse performance where:

(a) Event is caused by party’s negligence, willful misconduct, or breach of this Agreement;

(b) Event was reasonably foreseeable and preventable;

(d) Event affects only party’s economic circumstances (e.g., financial difficulties, vendor price increases, currency fluctuations) but not physical ability to perform;

(e) For Ark: Event is routine maintenance, ordinary technical issues, or failures within Ark’s direct control (as opposed to infrastructure-wide failures);

(f) Event is work stoppage by party’s own employees (as opposed to general strikes beyond party’s control).

17.6 Payment Obligations

Force Majeure does not excuse payment obligations. School must continue paying Fees during Force Majeure events, except:

(a) If Ark Force Majeure prevents service delivery for more than fourteen (14) consecutive days, Fees may be suspended prospectively for continued non-delivery period;

(b) If Force Majeure continues beyond sixty (60) days and School terminates, refund applies per Section 17.4(b)(i).

GENERAL PROVISIONS

18.1 Entire Agreement

This Agreement, consisting of these Terms and Conditions, the executed Programme Agreement, the Data Processing Agreement, the Privacy Policy, and any applicable Order Forms or Statements of Work, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous negotiations, discussions, agreements, understandings, representations, and warranties, whether written or oral.

18.2 Amendment

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorised representatives of both parties, except:

(a) Ark may modify these Terms pursuant to Section 15;

(b) Ark may update operational policies with notice as provided;

18.3 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction:

(a) Such provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intent; or

(b) If modification is not possible, such provision shall be severed from this Agreement; and

The parties agree to negotiate in good faith to replace any severed provision with an enforceable provision that accomplishes the original intent.

18.4 Waiver

(a) No waiver of any provision or breach of this Agreement shall be effective unless in writing and signed by the waiving party.

(b) Waiver of any breach or default shall not constitute waiver of any subsequent breach or default.

18.5 Assignment and Delegation

(a) School Assignment Prohibited: School may not assign, transfer, delegate, or otherwise dispose of this Agreement or any rights or obligations hereunder, whether voluntarily or by operation of law, without Ark’s prior written consent, which may be withheld in Ark’s sole discretion.

(b) Automatic School Succession: Notwithstanding Section 18.5(a), this Agreement automatically assigns to successor Boards of Management or successor entities in the event of school merger, reorganisation, or governance change, as provided in Section 14.6.

(i) Any Affiliate of Ark;

(ii) A successor entity in connection with merger, acquisition, corporate reorganisation, or sale of all or substantially all assets;

(iii) Any entity acquiring the AskArk™ business or product line.

(d) Notice of Assignment: Ark shall provide written notice of assignment to School, but assignment is effective upon occurrence regardless of notice timing.

(e) Binding Effect: This Agreement binds and inures to benefit of parties and their permitted successors and assigns.

(f) Void Assignments: Any purported assignment in violation of this Section is void ab initio.

18.6 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. No third party (including students, parents, staff members, or Authorised Users in their individual capacities) has any right to enforce or benefit from any provision of this Agreement.

18.7 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, employment, or franchise relationship. Neither party has authority to bind the other or incur obligations on behalf of the other.

18.8 Notices

(a) Notice Requirements: All notices, consents, approvals, and other communications required or permitted under this Agreement must be in writing and shall be deemed given when:

(i) Delivered personally or by courier to the address below;

(ii) Sent by registered or certified post, return receipt requested, to the address below;

(iii) Sent by email to the email address below, with confirmation of receipt (for notices other than legal notices, termination, or breach);

(iv) For legal notices, termination notices, or breach notices: email must be followed by courier or registered post delivery.

(b) Notice Addresses:

To Ark:

Ark

Email: hello@thearkhq.com

[Physical address to be inserted]

Attention: Legal Department / Director

To School:

As specified in Programme Agreement

Attention: Principal / Board Chairperson (or as designated)

(c) Address Changes: Either party may change its notice address by providing written notice to the other party. Changes are effective upon receipt.

(d) Operational Communications: Routine operational communications (non-legal matters) may be conducted via standard email or platform messaging between Programme Managers and School contacts without formality requirements.

18.9 Publicity and References

(a) Ark Rights: Unless School provides written objection, Ark may:

(i) List School’s name and logo on customer lists, website, and marketing materials;

(ii) Identify School as an AskArk™ customer in sales presentations and proposals (to other schools);

(iii) Reference School’s use of Services in case studies (subject to School approval of specific content);

(iv) Use anonymised examples from School’s usage in training and marketing materials.

(b) School Objection: School may object in writing at any time. Ark shall cease use within thirty (30) days of receiving objection.

(c) School Restrictions: School shall not issue press releases or make public statements about this Agreement or Services without Ark’s prior written approval, except factual statements that School uses AskArk™ services.

18.10 Government Compliance and Export Control

(a) Each party shall comply with all applicable laws, regulations, and governmental directives.

(b) School acknowledges that Services may be subject to export control laws and regulations. School shall not access or use Services from prohibited jurisdictions or in violation of export control laws.

(c) School represents that it is not listed on any government prohibited parties list and is not located in a prohibited or sanctioned jurisdiction.

18.11 Anti-Bribery and Anti-Corruption

Both parties represent and warrant that they shall comply with all applicable anti-bribery and anti-corruption laws, including the Irish Criminal Justice (Corruption Offences) Act 2018. Neither party shall offer, promise, give, or authorise any payment or thing of value to any person for the purpose of improperly obtaining or retaining business or securing an improper advantage in connection with this Agreement.

18.12 Modern Slavery and Human Trafficking

Ark represents and warrants that it complies with all applicable modern slavery and human trafficking laws. Ark shall not engage in any form of slavery, servitude, forced or compulsory labour, or human trafficking in its business or supply chain.

18.13 Headings and Interpretation

(a) Section and subsection headings are for convenience only and shall not affect interpretation of this Agreement.

(b) Unless context clearly requires otherwise:

(i) Singular includes plural and vice versa;

(ii) References to “including” or “includes” mean “including without limitation”;

(iii) References to “Section” mean sections of this Agreement;

(iv) “Written” and “in writing” include email unless specifically excluded;

(v) “Business days” means Monday through Friday, excluding Irish public holidays;

(vi) “Days” means calendar days unless specified as “business days.”

18.14 Counterparts and Electronic Signatures

(a) This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

(b) Electronic signatures, scanned signatures, and digital signatures shall have the same legal effect as original signatures.

(c) The Programme Agreement may be executed electronically through platform acceptance, electronic signature services, or other electronic means.

18.15 Language

This Agreement is executed in the English language. If translated into any other language, the English version shall prevail in case of any inconsistency or dispute regarding interpretation.

18.16 Cumulative Remedies

Except where expressly stated as exclusive, all rights and remedies provided in this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies available at law or in equity.

18.17 Construction

This Agreement shall be construed fairly and reasonably, and not strictly for or against either party, regardless of which party drafted specific provisions.

18.18 Data Protection Regulation References

References to “GDPR” mean Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, as amended, replaced, or superseded from time to time, and including any implementing legislation in the Republic of Ireland.

18.19 No Implied Licenses

Except as expressly set forth herein, no license, right, or interest in any intellectual property, trademark, or technology is granted or implied by this Agreement.

18.20 Survival

Provisions of this Agreement that by their nature should survive termination shall survive, including but not limited to: Sections 5 (to extent of payment obligations), 6.10 (data deletion), 7 (intellectual property), 11 (confidentiality), 12 (indemnification), 13 (limitation of liability), 14.4 and 14.5 (effects of termination and survival), 16 (dispute resolution), and 18 (general provisions).

CONTACT INFORMATION AND PROGRAMME SUPPORT

19.1 Ark Contact Information

Company Name: Ark

Registered Address: [To be inserted]

General Inquiries: hello@thearkhq.com

Data Protection Officer: dpo@thearkhq.com

Website: https://thearkhq.com

19.2 Programme Manager Contact

Each School’s dedicated Programme Manager contact information is provided upon programme commencement and included in welcome documentation. Programme Managers are the primary point of contact for:

(a) Implementation and onboarding support;

(b) Training and Ark Academy™ navigation;

(d) Per-term coordination meetings;

(e) Policy development guidance;

(f) Feature demonstrations and updates.

19.3 Support Hours

Standard support is available during Irish business hours: 9:00-17:00 IST, Monday through Friday, excluding the following Irish public holidays:

New Year’s Day
St. Patrick’s Day
Easter Monday
May Bank Holiday (first Monday in May)
June Bank Holiday (first Monday in June)
August Bank Holiday (first Monday in August)
October Bank Holiday (last Monday in October)
Christmas Day
St. Stephen’s Day

19.4 Emergency Contact

For urgent security incidents, data breaches, or critical service issues outside business hours, Schools may contact emergency support at: [emergency contact to be provided upon programme commencement].

Emergency contact should only be used for:

(a) Suspected data breaches involving Personal Data;

(b) Security incidents posing immediate risk;

(d) Complete platform unavailability affecting urgent school operations.

Routine technical questions, general inquiries, and non-emergency matters should be directed to Programme Managers during business hours.

19.5 Service Level Commitments – Summary

As detailed in Section 8.2, Ark is committed to:

(a) Response Times: Initial response to competence queries within 4 business hours during term time;

(b) Availability Target: 99.5% platform uptime measured monthly (excluding scheduled maintenance and Force Majeure);

(c) Scheduled Maintenance: Notified at least 48 hours in advance, typically conducted outside school hours (evenings/weekends);

(d) Per-Term Meetings: Coordination meetings each academic term between Programme Manager and School leadership.

These are service targets and commitments, not warranties. Exclusive remedies for service level issues are set forth in Section 13.7.

ACKNOWLEDGMENT AND ACCEPTANCE

By signing the Programme Agreement or clicking “I Accept” electronically, the School confirms that:

Authority: The signatory has full legal authority to bind the School to this Agreement;
Review: The signatory has read, understood, and had opportunity to seek independent legal advice regarding these Terms and Conditions;
Agreement: The School accepts and agrees to be bound by all terms, conditions, obligations, limitations, and provisions set forth in this Agreement;
Understanding of Key Terms:

(a) Services are provided “as available” with limitations on warranties;

(b) AI-generated content requires professional review and verification;

(d) Liability is limited as set forth in Section 13;

(e) School is responsible for data protection compliance as controller;

(f) School must exercise appropriate care regarding data submitted to Services;

(g) Disputes are subject to three-tiered resolution process including mandatory mediation and arbitration;

Regulatory Alignment: The School acknowledges that it is responsible for ensuring use of Services complies with Department of Education guidance, GDPR, and all applicable laws;
Professional Judgment: The School acknowledges that Services are tools to support, not replace, professional educator judgment and expertise;
Change Management: The School commits to dedicating appropriate resources, staff time, and leadership support to successful implementation;
Data Protection: The School commits to exercising appropriate data protection practices, including minimising personal data inputs and protecting student privacy;
No Reliance on Oral Representations: The School acknowledges that it has not relied on any oral representations, promises, or statements not contained in this written Agreement;
Complete Agreement: The School understands this Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, or agreements.

CONTACT INFORMATION

Ark

Email: hello@thearkhq.com

Website: https://thearkhq.com

For Programme Support: Contact your dedicated AskArk™ Programme Manager directly using contact information provided in your welcome documentation.

For Data Protection Inquiries: dpo@thearkhq.com

For Legal Notices: Legal Department, Ark, hello@thearkhq.com

EFFECTIVE DATE: These Terms and Conditions are effective as of November 2025 and apply to all Programme Agreements executed on or after this date.

LAST UPDATED: November 2025

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