Now for the Nitty Gritty

Please read the terms and conditions fully

TERMS AND CONDITIONS OF CONSULTANCY.

4.01 The Consultant will serve the Company/Business in an introductory capacity as a liaison and facilitator to serve as intermediary to various potential business partnership sources while always working in the most efficient and cost-effective manner possible.

4.02 The Consultant shall carry out such further duties and projects as requested by the Owner/Management of the Company and shall report to the Owner/Manager or such other person as they may advise.

4.03 The Consultant does not have the power to enter into any contracts on behalf of the Company/Business and without limiting the generality of the foregoing, to authorise any borrowing, financial commitments, lending, pledging, selling, assigning or employment without the specific written approval of the Company.

4.04 The Consultant will well and faithfully serve the Company/Business during the continuance of his term of engagement hereunder and will use his/her best efforts to promote the interests of the Company and its Business.



 [IRELAND BUSINESS SOLUTIONS] (“Company”, “we”, “us”) to the client identified in an Order, Statement of Work, or proposal (“Client”, “you”).

By placing an order, signing a proposal or Statement of Work, or using our services, you agree to these Terms.
Definitions 1.1 “Agreement” means these Terms together with any Order, Statement of Work, proposal, schedule, or addendum referencing these Terms.

1.2 “Services” means the consulting, advisory, facilitation, project, or related services described in the applicable Order or Statement of Work.

1.3 “Deliverables” means reports, documents, analyses, presentations, data compilations, or other work product we create for you under the Services.

1.4 “Order” or “Statement of Work” (“SOW”) means a document executed or accepted by both parties describing Services, Deliverables, fees, timelines, and any special terms.

1.5 “Confidential Information” has the meaning set out in Clause 10.

Scope of Services 2.1 We will perform the Services described in the applicable Order or SOW with reasonable skill and care, in a timely and professional manner.

2.2 Changes. Any changes to scope, assumptions, timelines, or Deliverables will be agreed in writing (email sufficient) and may adjust fees, timelines, and responsibilities.

2.3 Third-Party Dependencies. We are not responsible for delays or failures caused by third parties, Client dependencies, or factors outside our reasonable control.

Client Responsibilities 3.1 Client will provide timely access to information, systems, personnel, decisions, and approvals reasonably required to perform the Services.

3.2 Client warrants that all materials and instructions it provides are accurate, lawful, and do not infringe third-party rights.

3.3 If Client fails to meet responsibilities, timelines may extend and additional fees may apply to cover rework or idle time. Fees, Expenses, and Payment

4.1 Fees. Fees are as set out in the applicable Order or SOW and may be time-and-materials or fixed-fee.

4.2 Expenses. Client will reimburse reasonable, pre-approved out-of-pocket expenses at cost (including travel & Accommodation if required) with supporting receipts.

4.3 Invoicing. Unless stated otherwise, we invoice  for time-and-materials and as milestones are met for fixed-fee.

4.4 Payment Terms. Invoices are due within [7] days from invoice date, without set-off or deduction.

4.5 Late Payment. Overdue amounts accrue interest at the lesser of 8% per annum above the European Central Bank main refinancing rate or the maximum permitted by law, plus reasonable costs of collection. We may suspend Services for non-payment after 7 days’ written notice.

4.6 Taxes. Fees not applicable for VAT and other applicable taxes.

 5.1 We may assign or replace personnel with suitably skilled individuals.

5.2 We may subcontract elements of the Services if agreeable to the Company/Business 

Non-Solicitation

6.1 During the engagement and for 12 months after completion of the Services, Client will not directly solicit for employment any of our personnel who were materially involved, except following general advertising not targeted at our personnel. If breached, a fee equal to 30% of the individual’s first-year total compensation is payable as a reasonable pre-estimate of loss. Independence; No Authority to Bind

7.1 We act as independent contractors. Nothing in the Agreement creates a partnership, joint venture, fiduciary, or employment relationship.

7.2 Neither party has authority to bind the other or incur obligations on the other’s behalf without prior written consent.

Intellectual Property
8.1 Pre-Existing IP. Each party retains ownership of its pre-existing intellectual property and tools, including methodologies, templates, software, and know-how.

8.2 Deliverables. Subject to full payment of all fees, we grant Client a non-exclusive, worldwide, royalty-free, perpetual license to use the Deliverables for Client’s internal business purposes. We retain ownership of all intellectual property in the Deliverables and underlying tools.

8.3 Third-Party Materials. Deliverables may include third-party materials subject to separate terms. We will notify Client of any material third-party license restrictions known to us.

Data Protection

9.1 Each party will comply with applicable data protection laws, including the EU and Irish data protection legislation and the GDPR.

9.2 Where we process personal data on behalf of Client, the parties will execute a data processing agreement (DPA) compliant with Article 28 GDPR. Pending a DPA, we will not process Client personal data beyond what is necessary to perform the Services.

Confidentiality
10.1 “Confidential Information” means non-public information disclosed by a party that is designated confidential or that, by its nature, ought reasonably be considered confidential, including business plans, financial information, technology, trade secrets, and the terms of the Agreement.

10.2 Obligations. The receiving party will: (a) keep Confidential Information confidential and use it only to perform the Agreement; (b) restrict access to personnel with a need to know and under confidentiality obligations; and (c) protect it with at least the same degree of care it uses to protect its own similar information (and no less than reasonable care).

10.3 Exclusions. Confidential Information does not include information that: (a) is or becomes public through no breach; (b) was lawfully known to the receiving party before disclosure; (c) is independently developed without use of the disclosing party’s information; or (d) is rightfully received from a third party without duty of confidentiality.

10.4 Compelled Disclosure. If legally required to disclose, the receiving party will, where lawful, give prompt notice and reasonably cooperate to seek protective measures.

10.5 Return/Destruction. On request or termination, each party will return or destroy the other’s Confidential Information, except for archival copies maintained per standard backup practices and subject to ongoing confidentiality.

10.6 Survival. This Clause 10 survives for 5 years after termination; trade secrets survive as long as protected under law.

Warranties and Disclaimers

11.1 We warrant that we will perform the Services with reasonable skill and care, and that the Deliverables will materially conform to the specifications in the applicable SOW

11.2 Disclaimers. Except as expressly stated, the Services and Deliverables are provided “as is.” We disclaim all other warranties, conditions, or representations, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

We do not provide legal, tax, or investment advice we simply provide business processes and solutions, the business/company is responsible for any communications with the Revenue Commissioners of Ireland.

Limitation of Liability

12.1 Cap. Our total aggregate liability arising out of or in connection with the Agreement is limited to the fees paid or payable under the applicable SOW in the 1 month preceding the event giving rise to the claim;]

12.2 Excluded Damages. Neither party is liable for: loss of profit, revenue, business, goodwill, or anticipated savings; loss or corruption of data; or indirect, special, or consequential loss, in each case whether arising in contract, tort (including negligence), or otherwise.

12.3 Unlimited Liabilities. Nothing limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of Clause 10 (Confidentiality) or infringement/misuse of the other party’s IP; (d) payment of fees; or (e) any liability that cannot legally be excluded or limited. Compliance

13.1 Each party will comply with applicable laws, including anti-bribery and corruption laws (such as the Criminal Justice (Corruption Offences) Act 2018 (Ireland)), export controls and sanctions, and modern slavery laws.

13.2 We maintain appropriate professional practices and will perform the Services in compliance with applicable industry standards. Term and Termination

14.1 Term. The Agreement begins on the date of first interaction and continues until completion of the Services under the applicable SOW, unless terminated earlier.

14.2 Termination for Convenience. Either party may terminate an SOW or the Agreement for convenience on [7] days’ written notice.

14.3 Termination for Cause. Either party may terminate immediately by written notice if the other party materially breaches the Agreement and fails to cure within 7 days after receipt of notice describing the breach.

14.4 Insolvency. Either party may terminate immediately if the other becomes insolvent, enters examinership, liquidation, or similar proceedings, or ceases to carry on business.

14.5 Effect of Termination. On termination: (a) Client will pay all fees for Services performed and committed expenses up to the effective date; (b) licenses in Clause 8.2 remain in effect for Deliverables paid for; and (c) each party will return or destroy Confidential Information as per Clause 10.5. Force Majeure

15.1 Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, epidemic, war, terrorism, civil unrest, strikes (excluding a party’s own workforce), failure of utilities, or government action, provided it uses reasonable efforts to mitigate and resumes performance promptly.

Notices 16.1 Notices must be in writing and delivered by hand, courier, or email to the contacts below (or as updated by notice). Email notices are deemed received when sent, if sent during a business day in Ireland, otherwise on the next business day.

16.2 Company: [                                                                                ]Client: [NOTICE NAME/EMAIL/ADDRESS                                                                                                                   ] Governing Law and Dispute Resolution

17.1 Governing Law. The Agreement and any dispute arising from it are governed by the laws of Ireland.

17.2 Disputes. The parties will first attempt good-faith negotiations between senior representatives. If unresolved within 7 days, disputes will be submitted to the exclusive jurisdiction of the courts of Ireland. Nothing prevents a party from seeking urgent injunctive or equitable relief.

Publicity

18.1 With Client’s prior written consent (not to be unreasonably withheld), we may identify Client as a customer and use Client’s name and logo in client lists and case studies.

Variation
19.1 These Terms, together with any Order or SOW, constitute the entire agreement and supersede prior discussions relating to the Services.

20.2 If there is a conflict, the following order applies: (1) an Order or SOW (including any expressly varying terms), then (2) these Terms.

20.3 Any variation must be in writing and signed by both parties. No terms printed on purchase orders or other documents will apply unless expressly agreed.

Assignment
21.1 Neither party may assign, transfer, or novate the Agreement without the other’s prior written consent, not to be unreasonably withheld, except that either party may assign to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with written notice. Severability; Waiver
22.1 If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will remain in effect.

22.2 A failure to enforce a right is not a waiver of that right. No Exclusivity

23.1 Unless expressly stated, the Agreement is non-exclusive. We may provide similar services to other clients, provided we protect Client Confidential Information.

Survival 24.1 Clauses 4.6, 6, 8, 9, 10, 11, 12, 14.5, 16, 17, 20–24 survive termination. Schedule A – Service Levels and Assumptions (Optional) A1. Service Levels: [IF APPLICABLE] A2. Assumptions: [IF APPLICABLE] A3. Client Inputs: [IF APPLICABLE] Notes and next steps: Replace placeholders, especially governing law (Ireland is set), payment terms, liability cap, and insurance limits to match your risk profile. If you process personal data, execute a GDPR-compliant DPA. If you prefer Client ownership of Deliverables, swap Clause 8.2 for an assignment-on-payment model; I can draft that alternative on request.