Terms

Standard Terms of Business

These Terms apply to every Order Form that refers to them. They do not need to be signed separately.

1. Definitions and interpretation

1.1        In these Terms:

Agreement means, for each Order Form, that Order Form together with these Terms, each Service Schedule named in the Order Form and, where applicable, the Data Processing Annex.

AI Outputs means any content, prediction, classification, recommendation or other output generated by an AI system, model or agent that forms part of, or is configured as part of, the Services or Deliverables.

Business Day means a day other than a Saturday, Sunday or public holiday in Ireland.

Business Hours means 09:00 to 17:30 Irish time on a Business Day.

Change Request has the meaning given in clause 5.

Client means the entity named as the client in the Order Form.

Client Data means data, including personal data, provided by or on behalf of the Client, or accessed by TIL Ireland in the Client's systems, in connection with the Services.

Client Materials means all documents, data, software, systems, equipment and other materials provided or made available by or on behalf of the Client, including Client Data.

Confidential Information has the meaning given in clause 12.1.

Consultant Day means 8 hours of work by TIL Personnel within Business Hours.

Data Processing Annex means the TIL Ireland Data Processing Annex published with these Terms.

Deliverables means the documents, reports, designs, code, data models, dashboards, configurations and other materials created by TIL Ireland specifically for the Client under an Order Form, excluding TIL Materials and Third-Party Products.

Effective Date means the date on which the Order Form is signed by both parties.

Fees means the fees set out in the Order Form.

Intellectual Property Rights means patents, copyright and related rights, trade marks, business names, domain names, rights in designs, database rights, rights in confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered, including applications and renewals, anywhere in the world.

Order Form means the order form signed by TIL Ireland and the Client that refers to these Terms.

Proposal means any proposal, presentation or solution outline provided by TIL Ireland before the Order Form.

Services means the services described in the Order Form.

Service Schedule means Schedule 1 (Professional Services), Schedule 2 (Managed Services) or Schedule 3 (Third-Party Products), as published with these Terms.

Term means the period stated in the Order Form, as extended or ended under the Agreement.

Third-Party Products means software, cloud services and licences supplied by a third party, including Microsoft and Tableau products.

TIL Ireland means Sales Armour Limited trading as The Information Lab Ireland, registered in Ireland with company number 578687, whose registered office is at 20 Molesworth Street, Dublin 2, D02 T250.

TIL Materials means all materials, methods, frameworks (including the ACT framework), templates, accelerators, code libraries, tools and know-how owned or licensed by TIL Ireland, whether created before or during the Agreement, other than Deliverables.

TIL Personnel means employees, contractors and subcontractors of TIL Ireland who perform the Services.

1.2        Headings do not affect interpretation. "Including" means including without limitation. A reference to legislation includes it as amended or replaced. A reference to writing includes email.

2. Structure of the Agreement and order of precedence

2.1        Each Order Form forms a separate Agreement.

2.2        If there is a conflict between parts of an Agreement, the following order applies, highest first:

(a)        any term in the Special Terms section of the Order Form that expressly states it overrides these Terms;

(b)        the Data Processing Annex, in relation to personal data;

(c)        the applicable Service Schedule;

(d)        these Terms;

(e)        the remainder of the Order Form.

2.3        A Proposal is for information only and does not form part of the Agreement, unless the Order Form expressly incorporates a specified section of it as a scope description.

2.4        No terms in a Client purchase order, supplier portal, vendor registration or similar document apply, even if TIL Ireland accepts or acknowledges it.

3. Services

3.1        TIL Ireland shall provide the Services described in the Order Form in accordance with the Agreement.

3.2        TIL Ireland decides which TIL Personnel perform the Services and may replace them. TIL Ireland shall ensure TIL Personnel are suitably skilled and experienced.

3.3        TIL Ireland is responsible for the management, supervision, pay, tax and employment obligations of TIL Personnel.

3.4        When on Client premises or using Client systems, TIL Personnel shall comply with the Client's reasonable health and safety, security and IT policies that have been provided to TIL Ireland in advance.

3.5        Any dates or timelines in an Order Form are estimates unless the Order Form states that a date is fixed.

4. Client responsibilities

4.1        The Client shall:

(a)        provide timely access to its personnel, premises, systems, data, environments and licences as reasonably required for the Services;

(b)       ensure its stakeholders and subject matter experts attend scheduled workshops and respond to reasonable requests  within the times set out in the Order Form, or otherwise within 5 Business Days;

(c)        provide information that is complete and accurate;

(d)       obtain any consents, licences and permissions needed for TIL Ireland to access and use Client Materials;

(e)        give TIL Ireland at least the notice set out in the Order Form of planned changes to source systems, schemas or environments that may affect the Services;

(f)         meet the client dependencies set out in the Order Form.

4.2        If the Client does not meet its responsibilities, TIL Ireland is not liable for any resulting delay or failure. TIL Ireland may extend timelines accordingly and charge for additional time reasonably incurred at the rates in the Order Form, after notifying the Client.

5. Change control

5.1        Either party may request a change to the Services, scope, timelines or Fees by a written request (a Change Request).

5.2        TIL Ireland shall respond within 5 Business Days with the impact on scope, timelines and Fees.

5.3        A change is binding only when both parties have agreed it in writing, which may be by email between the contacts named in the Order Form.

5.4        Re-prioritisation of a backlog within the capacity purchased under a Managed Services Order Form is not a change and does not require a Change Request.

6. Acceptance

6.1        Where the Order Form identifies a Deliverable as subject to acceptance, the Client shall review it within the acceptance period in the Order Form, or otherwise within 10 Business Days of delivery.

6.2        The Client shall either accept the Deliverable or notify TIL Ireland in writing of any material failure to meet the agreed specification, with reasonable detail.

6.3        TIL Ireland shall correct notified failures and resubmit the Deliverable, and clause 6.1 shall apply again.

6.4        A Deliverable is deemed accepted on the earlier of the end of the acceptance period without a notice under clause 6.2, or the Client's use of it in live operation.

7. Fees, invoicing and payment

7.1        The Client shall pay the Fees set out in the Order Form, invoiced as set out in the Order Form and applicable Service Schedule.

7.2        Fees are exclusive of VAT, which the Client shall pay at the applicable rate.

7.3        The Client shall pay each invoice within 30 days of the invoice date, or within the period stated in the Order Form.

7.4        The Client shall reimburse reasonable travel and subsistence expenses that it has approved in advance. Expenses are charged at cost.

7.5        If the Client requires a purchase order number, it shall provide it before the Services start. A missing purchase order number does not delay the due date of an invoice.

7.6        If the Client does not pay an undisputed amount by its due date:

(a)        TIL Ireland may charge interest and compensation under the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580 of 2012); and

(b)       TIL Ireland may suspend the Services after giving 10 Business Days' written notice, until payment is made in full.

7.7        The Client shall notify TIL Ireland of any disputed invoice within 10 Business Days of receipt, giving reasons, and shall pay the undisputed part on time.

7.8        For Agreements with a Term of more than 12 months, TIL Ireland may increase its Fees once in each 12-month period from the first anniversary of the Effective Date by no more than the annual change in the Consumer Price Index published by the Central Statistics Office, with 30 days' written notice.

8. Intellectual property

8.1        Each party retains all Intellectual Property Rights it owned before the Agreement or develops independently of it. The Client retains all Intellectual Property Rights in Client Materials.

8.2        TIL Ireland retains all Intellectual Property Rights in TIL Materials.

8.3        On payment in full of the Fees for a Deliverable, TIL Ireland assigns to the Client all Intellectual Property Rights in that Deliverable.

8.4        TIL Ireland grants the Client a non-exclusive, perpetual, royalty-free, non-transferable licence to use any TIL Materials incorporated in a Deliverable, for the Client's and its group companies' internal business purposes, as part of that Deliverable. This licence starts on payment in full of the Fees for that Deliverable.

8.5        Before payment in full, TIL Ireland grants the Client a non-exclusive licence to use Deliverables for the purposes of the Services.

8.6        The Client grants TIL Ireland a non-exclusive, royalty-free licence to use Client Materials only as needed to provide the Services.

8.7        Nothing in the Agreement prevents TIL Ireland from using general skills, knowledge, experience, ideas and techniques gained in performing the Services, provided it does not disclose the Client's Confidential Information.

8.8        TIL Ireland shall indemnify the Client against losses arising from a third-party claim that the Client's use of a Deliverable in accordance with the Agreement infringes that third party's Intellectual Property Rights. This indemnity does not apply to claims arising from Client Materials, Third-Party Products, modifications not made by TIL Ireland, or use in combination with materials not supplied by TIL Ireland. The Client shall notify TIL Ireland promptly of any claim and allow TIL Ireland to conduct its defence.

9. Warranties

9.1        TIL Ireland warrants that it shall perform the Services with reasonable skill and care, in accordance with good industry practice and in compliance with applicable law.

9.2        If the Client notifies TIL Ireland of a breach of clause 9.1 within 60 days of performance of the relevant Services, TIL Ireland shall re-perform the affected Services at no additional charge. If re-performance does not remedy the breach, the Client may recover the Fees paid for the affected Services, subject to clause 14.

9.3        Except as expressly set out in the Agreement, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law, including the terms implied by section 39 of the Sale of Goods and Supply of Services Act 1980 and, to the extent permitted by section 55 of the Sale of Goods Act 1893, any terms implied in relation to Third-Party Products.

9.4        The Client warrants that it has the right to provide the Client Materials to TIL Ireland and that their use under the Agreement will not infringe the rights of any third party.

10. AI Outputs

10.1     AI Outputs are generated by probabilistic systems. They may be inaccurate, incomplete or inconsistent, and the same input may produce different outputs.

10.2     TIL Ireland does not warrant the accuracy or suitability of AI Outputs. TIL Ireland's obligations in relation to AI systems are to design, configure and test them with reasonable skill and care under clause 9.1.

10.3     The Client is responsible for:

(a)        reviewing AI Outputs before relying on them;

(b)       decisions made using AI Outputs;

(c)        the appropriate human oversight of AI systems in its operations; and

(d)       its obligations as a deployer of AI systems under applicable law, including Regulation (EU) 2024/1689 (the EU AI Act).

10.4     TIL Ireland shall not design or configure any AI system for a practice prohibited under the EU AI Act. The parties shall agree in the AI Special Terms section of the Order Form any additional obligations for an AI system that is classified as high-risk.

10.5     TIL Ireland shall ensure its personnel engaged on AI work have a sufficient level of AI literacy.

11. Third-Party Products and partner association

11.1     Third-Party Products are supplied subject to the third party's licence and service terms, which the Client accepts by using them. Schedule 3 applies where TIL Ireland resells Third-Party Products.

11.2     TIL Ireland is not responsible for the availability, performance, security or changes to Third-Party Products, or for changes to their pricing or licensing.

11.3     Where TIL Ireland provides services relating to Microsoft products, the Client agrees to associate TIL Ireland's Microsoft Partner identifier with the relevant Client subscriptions and workloads, using the mechanism Microsoft provides for this purpose. This does not give TIL Ireland any additional access to Client systems or data.

12. Confidentiality

12.1     Confidential Information means all information disclosed by or on behalf of one party (the discloser) to the other (the recipient) in connection with the Agreement that is marked as confidential or would reasonably be regarded as confidential, including Client Data, TIL Materials, pricing and the terms of the Agreement.

12.2     Confidential Information does not include information that:

(a)        is or becomes public other than through breach of the Agreement;

(b)       the recipient lawfully held before disclosure;

(c)        the recipient lawfully receives from a third party without a duty of confidence; or

(d)       the recipient develops independently.

12.3     The recipient shall:

(a)        use Confidential Information only to perform or receive the Services;

(b)       disclose it only to its employees, contractors, professional advisers, insurers and group companies who need to know it and who are bound by equivalent obligations; and

(c)        protect it with at least reasonable care.

12.4     The recipient may disclose Confidential Information where required by law, a court or a regulator, after notifying the discloser where lawful to do so.

12.5     Nothing in the Agreement prevents either party from reporting a suspected offence or wrongdoing to a regulator or law enforcement body, or making a protected disclosure under the Protected Disclosures Act 2014.

12.6     On termination or on request, the recipient shall return or destroy the discloser's Confidential Information. The recipient may retain copies in routine backups and as required by law, which remain subject to this clause.

12.7     This clause continues for 5 years after the end of the Agreement, and indefinitely for trade secrets.

12.8     This clause replaces any prior non-disclosure agreement between the parties in relation to the Services, for information disclosed after the Effective Date.

13. Data protection and security

13.1     Each party shall comply with the Data Protection Acts 1988 to 2018, Regulation (EU) 2016/679 (GDPR) and other applicable data protection law.

13.2     TIL Ireland is ISO/IEC 27001 certified and maintains an information security management system aligned with ISO/IEC 27001 and shall apply appropriate technical and organisational measures to Client Data.

13.3     Where TIL Ireland processes personal data on behalf of the Client, the Data Processing Annex applies.

13.4     Each party processes the business contact details of the other party's personnel as a controller, for the purpose of managing the Agreement.

13.5     To the extent required by law, the Client shall notify individual users of Third-Party Products that their personal data may be disclosed to law enforcement or other public authorities where required by law, and obtain any individual users' consent to same.

14. Liability

14.1     Nothing in the Agreement limits or excludes liability for:

(a)        death or personal injury caused by negligence;

(b)       fraud or fraudulent misrepresentation; or

(c)        any other liability that cannot be limited or excluded by law.

14.2     Nothing in this clause limits the Client's obligation to pay the Fees.

14.3     Subject to clause 14.1, neither party is liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:

(a)        loss of profits, revenue, business, contracts, goodwill or anticipated savings;

(b)       loss or corruption of data, except the reasonable cost of restoring it from the most recent backup; or

(c)        any indirect or consequential loss.

14.4     Subject to clauses 14.1 and 14.2, each party's total liability under or in connection with each Agreement is limited to the greater of 100% of the Fees paid and payable under that Agreement in the 12 months before the event giving rise to the claim and, in any event, not exceeding €1,000,000 in aggregate for all claims under all Agreements in any 12 month period. Where the event occurs in the first 12 months of the Agreement, the limit is the Fees payable for the first 12 months and, in any event, not exceeding €1,000,000 in aggregate for all claims under all Agreements in the 12 month period.

14.5     The Order Form may set a different limit in its Special Terms.

15. Term and termination

15.1     Each Agreement starts on the Effective Date and continues for the Term, unless ended earlier under this clause or the applicable Service Schedule.

15.2     Either party may terminate an Agreement immediately by written notice if the other party:

(a)        commits a material breach that is not capable of remedy, or that is not remedied within 30 days of written notice requiring it to be remedied; or

(b)       is unable to pay its debts within the meaning of the Companies Act 2014, has an examiner, receiver or liquidator appointed, enters into a scheme or arrangement with its creditors, ceases to trade, or is subject to any equivalent event in any jurisdiction.

15.3     Non-payment of an undisputed invoice for more than 30 days after its due date, following written notice, is a material breach.

15.4     Rights to terminate for convenience are set out in the applicable Service Schedule.

15.5     On termination of an Agreement for any reason:

(a)        the Client shall pay for all Services performed and expenses incurred up to the termination date, and for any Third-Party Products that TIL Ireland has committed to and cannot cancel;

(b)       each party shall comply with clause 12.6, and TIL Ireland shall return or delete personal data in accordance with the Data Processing Annex; and

(c)        licences granted under clause 8 for Deliverables that have been paid for in full continue.

15.6     At the Client's request, TIL Ireland shall provide reasonable exit and handover assistance at the rates in the Order Form.

15.7     Clauses 7, 8, 12, 14, 15.5, 15.6, 17, 22 and 25 survive termination, together with any other clause intended to survive.

16. Insurance

16.1     TIL Ireland shall maintain, during each Agreement, professional indemnity insurance of at least €1,000,000 per claim, public liability insurance of at least €6,500,000 and employer's liability insurance as required by law. TIL Ireland shall provide evidence of cover on reasonable request.

17. Non-solicitation

17.1     During an Agreement and for 12 months after it ends, neither party shall, without the other's written consent, directly or indirectly solicit or employ any employee or contractor of the other party who was materially involved in the Services in the previous 12 months.

17.2     This clause does not apply to recruitment through general advertising not targeted at the other party's personnel. If a party breaches clause 17.1, it shall pay the other party, as liquidated damages, a fee equal to 30% of the individual's gross annual salary or, in the case of a contractor, the fees paid to that contractor in the 12 months before they left the other party, as a genuine pre-estimate of the cost of recruitment, training and replacement.

18. Compliance

18.1     Each party shall comply with applicable anti-bribery and anti-corruption laws, including the Criminal Justice (Corruption Offences) Act 2018, and applicable sanctions laws.

18.2     Neither party has authority to bind the other or to incur expenditure on the other's behalf.

19. Force majeure

19.1     Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, pandemic, war, terrorism, failure of utilities or third-party cloud services, and acts of government. This clause does not apply to payment obligations.

19.2     The affected party shall notify the other promptly and use reasonable efforts to reduce the effect. If the event continues for more than 60 days, either party may terminate the affected Agreement by written notice.

20. Assignment and subcontracting

20.1     Neither party may assign or transfer its rights or obligations under an Agreement without the other's written consent, which shall not be unreasonably withheld.

20.2     The Client irrevocably consents in advance to TIL Ireland assigning, novating or otherwise transferring any Agreement to a group company, or to a person that acquires all or substantially all of TIL Ireland's shares or assets, on written notice, provided the transferee assumes TIL Ireland's obligations in writing. The Client shall execute any novation agreement reasonably required to give effect to this clause.

20.3     TIL Ireland may subcontract parts of the Services, including to companies in The Information Lab group. TIL Ireland remains responsible for the acts and omissions of its subcontractors.

21. Publicity

21.1     Neither party shall use the other's name or logo in marketing materials, case studies or press releases without the other's prior written consent, which may be given by email.

22. Disputes

22.1     The parties shall first try to resolve any dispute through their contacts named in the Order Form. If not resolved within 10 Business Days, either party may refer it to their respective managing directors or equivalent, who shall meet within a further 10 Business Days.

22.2     If the dispute is not resolved under clause 22.1, either party may commence proceedings. Nothing in this clause prevents a party from seeking urgent injunctive relief.

23. Notices

23.1     Notices under an Agreement shall be in writing and sent by email to the notice address in the Order Form, or delivered by hand or registered post to the party's registered office.

23.2     An email notice is received when sent, if sent within Business Hours, and otherwise at 09:00 on the next Business Day. A notice by hand is received on delivery. A notice by registered post is received 2 Business Days after posting.

23.3     This clause does not apply to service of legal proceedings.

24. General

24.1     Entire agreement. Each Agreement is the entire agreement between the parties on its subject matter and supersedes all prior agreements and understandings. Each party confirms it has not relied on any statement not set out in the Agreement. This does not limit liability for fraud.

24.2     Variation. An Agreement may be varied only in writing signed by both parties, or by an agreed Change Request.

24.3     Changes to these Terms. TIL Ireland may publish new versions of these Terms. A new version applies only to Order Forms signed after its publication. Existing Agreements remain on the version named in their Order Form.

24.4     Independent contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, agency or employment relationship.

24.5     Non-exclusivity. TIL Ireland may provide services to other clients, including clients in the same sector, provided it complies with clause 12.

24.6     Waiver. A failure or delay in exercising a right is not a waiver of it.

24.7     Severance. If any provision is found invalid or unenforceable, it shall be modified to the minimum extent needed, and the rest of the Agreement continues in effect.

24.8     Third-party rights. No person other than the parties has any right to enforce the Agreement.

24.9     Electronic signature and counterparts. An Order Form may be signed electronically and in counterparts, in accordance with the Electronic Commerce Act 2000.

25. Governing law and jurisdiction

25.1     Each Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), is governed by the laws of Ireland.

25.2     The courts of Ireland have exclusive jurisdiction to settle any such dispute or claim.