Terms of business

“Company” means the automation/mechanical engineering service provider.

“Client” means the customer receiving the services.

“Services” means all engineering, design, installation, programming, commissioning, maintenance, consultancy, training, and related work provided by the Company.

“Deliverables” means any documentation, drawings, software, equipment, or materials supplied under the Agreement.

“Agreement” means the contract between the Company and the Client incorporating these terms.

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2. Scope of Services

2.1 The Company shall provide the Services as described in the quotation, proposal, or Statement of Work (SOW).
2.2 Any change or addition to the scope must be agreed in writing and may require adjustments to timelines and fees.
2.3 The Client is responsible for supplying accurate information, site access, utilities, and all necessary cooperation to allow the Company to perform the Services.

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3. Fees and Payment

3.1 Fees shall be as set out in the proposal or SOW. All prices are exclusive of VAT unless explicitly stated.
3.2 Payment terms are strictly 30 days from invoice date, unless otherwise agreed in writing.
3.3 The Company may suspend work if payments are overdue.
3.4 Additional costs arising from delays, changes, or issues outside the Company’s control will be charged as extras.

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4. Intellectual Property Rights

4.1 All pre-existing intellectual property belonging to the Company remains its exclusive property.
4.2 Upon full payment, the Client receives a non-exclusive license to use the Deliverables for their internal operations only.
4.3 The Client shall not reverse-engineer, reproduce, or share proprietary designs, software, or documentation without prior written consent.
4.4 The Company may reuse general engineering know-how, templates, and non-client-specific methodologies.

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5. Confidentiality

5.1 Both parties must keep confidential all technical, commercial, and operational information obtained through the Agreement.
5.2 Confidentiality obligations continue for five (5) years after termination.

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6. Warranties and Limitations

6.1 The Company warrants that the Services will be performed with reasonable skill and care in accordance with Irish industry standards.
6.2 The Company does not warrant that automated or mechanical systems will be error-free or that output will be uninterrupted.
6.3 Any warranty claims must be made in writing within 30 days of delivery or commissioning.

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7. Liability and Indemnity

7.1 The Company’s liability arising from the Agreement is limited to the total fees paid for the Services from which the claim arises.
7.2 The Company is not liable for:

indirect, incidental, or consequential losses;

production downtime, loss of profits, loss of data, or business interruption;

defects arising from misuse, failure to maintain equipment, unauthorised modifications, or the Client’s failure to follow instructions.
7.3 The Client shall indemnify the Company for any claims arising from the Client’s misuse of equipment, breach of the Agreement, or failure to ensure site safety.
7.4 Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be limited under Irish law.

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8. Health, Safety & Compliance

8.1 The Client is responsible for ensuring that the site complies with all applicable Irish health and safety laws (including the Safety, Health and Welfare at Work Act 2005).
8.2 The Company will follow its own safety procedures and those of the Client where reasonably provided.
8.3 The Client must provide a safe working environment, including lockout/tagout permissions, machine access, and risk assessments when applicable.

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9. Title and Risk

9.1 Title to equipment transfers only upon full payment.
9.2 Risk passes to the Client upon delivery to the site.
9.3 Until payment is made, the Company may reclaim supplied equipment or materials.

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10. Project Timelines

10.1 Any dates provided are estimates unless expressly stated as binding.
10.2 The Company is not liable for delays caused by supply-chain issues, site access restrictions, regulatory approvals, or Client-caused delays.

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11. Subcontracting

11.1 The Company may subcontract portions of the Services, remaining responsible for the performance of subcontractors.
11.2 The Client may not assign or transfer its rights without written consent of the Company.

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12. Termination

12.1 Either party may terminate the Agreement for material breach if not remedied within 30 days of written notice.
12.2 The Company may terminate immediately if the Client becomes insolvent or fails to pay overdue invoices.
12.3 Upon termination, the Client shall pay for all Services and Deliverables completed up to the date of termination.

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13. Force Majeure

13.1 Neither party is liable for failures due to events beyond their reasonable control (including labour disputes, power failures, shortages, natural disasters, or government restrictions).
13.2 Timelines will be extended accordingly.

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14. Governing Law and Jurisdiction

14.1 This Agreement is governed by the laws of Ireland.
14.2 Any disputes shall be resolved by the courts of Ireland.

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15. Entire Agreement

15.1 This Agreement, including any attached SOWs, constitutes the entire agreement between the parties.
15.2 No amendment is valid unless in writing and signed by both parties.