1. Application and Acceptance
1.1 These terms (the “Terms“) apply to project work, ad-hoc work, advisory work, and other one-off services agreed between Colm Whelan trading as Rockfield IT Services (“Rockfield“) and the customer named in the relevant quote (the “Client“) under either:
(a) a quote, order form, or statement of work issued by Rockfield to a Client that has not entered into a Master Services Agreement with Rockfield; or
(b) a quote, order form, or statement of work issued by Rockfield that expressly states that these Terms apply (whether or not the Client has a Master Services Agreement in respect of other services).
1.2 Acceptance. These Terms are accepted by, and form a binding contract on, the Client when the Client signs the quote, confirms acceptance of the quote in writing (including by email), pays the deposit invoice, or instructs Rockfield to proceed with the work – whichever happens first.
1.3 Quote prevails. Where the quote contains a term that is inconsistent with these Terms, the quote prevails in respect of the matter to which it relates.
1.4 No competing terms. These Terms and the quote constitute the entire agreement between the parties in respect of the work. Any standard purchasing terms or order-form terms put forward by the Client do not apply, even if referenced in a purchase order or other Client document.
2. The Services
2.1 Rockfield will provide the services described in the quote (the “Services“) with reasonable care and skill, in accordance with the standards reasonably expected of a competent IT services provider in the Republic of Ireland.
2.2 Anything not expressly described in the quote is out of scope of the Services. Rockfield does not warrant that the Services will achieve any particular business outcome.
2.3 The Client will provide Rockfield with the access, information, cooperation, and resources reasonably required to deliver the Services, and will comply with reasonable instructions issued by Rockfield in connection with the Services.
3. Fees and Payment
3.1 Fees. The fees for the Services are set out in the quote. Where the Services are quoted on a time-and-materials basis, Rockfield will invoice for time recorded and any agreed expenses at the rates set out in the quote.
3.2 All fees are exclusive of value-added tax, which is added at the prevailing rate.
3.3 Deposit and balance. Unless the quote states otherwise:
(a) Rockfield invoices fifty per cent (50%) of the quoted fee on acceptance of the quote;
(b) Rockfield invoices the balance on completion of the Services, or on completion of the relevant milestone where the quote provides for milestone billing; and
(c) time-and-materials work is invoiced monthly in arrears against time recorded, save that Rockfield may require a deposit before commencing the work.
3.4 Third-party costs. Where the Services involve third-party software, hardware, or services to be sourced through Rockfield, Rockfield may require pre-payment for those third-party costs before placing the order. Such costs are passed through to the Client at Rockfield’s cost plus any margin set out in the quote.
3.5 Payment terms. Each invoice is payable within thirty (30) days of the date of the invoice. Rockfield reserves the right, at any time and in its sole discretion, to vary credit terms, require prepayment, or require security for payment, in particular where the Client has previously paid an invoice late.
3.6 Late payment. If the Client fails to pay an undisputed invoice by its due date, interest accrues on the overdue sum at the rate set out in the European Communities (Late Payment in Commercial Transactions) Regulations 2012, and Rockfield may suspend the Services on giving the Client not less than fourteen (14) days’ written notice.
4. Quote Validity, Supplier Pricing and Availability
4.1 Quote validity. Unless the quote states otherwise, the quote is valid for acceptance by the Client for a period of seven (7) days from the date of issue. After the validity period, Rockfield may withdraw the quote or issue a revised quote without liability. Where the Client purports to accept the quote after the validity period, Rockfield is only bound if Rockfield confirms in writing that it continues to honour the quoted price, scope and availability.
4.2 Supplier pricing, currency, and stock – pass-through. Prices for hardware, software, licences, third-party hosting, third-party connectivity and any other items Rockfield sources from a supplier are based on supplier list prices, supplier stock position and prevailing currency exchange rates at the date of the quote. Where any of those change materially between the date of the quote and the date on which Rockfield is in a position to place the order with its supplier (whether before or after acceptance by the Client), Rockfield will notify the Client in writing and may offer a revised price for the affected items. The Client is not obliged to accept the revised price.
4.3 Availability and substitution. All goods quoted are subject to availability at the time Rockfield places the order with its supplier. Rockfield does not warrant that any item quoted is, or will remain, in stock. Where goods become unavailable, discontinued, end-of-life or subject to materially extended lead times before Rockfield has placed the order, Rockfield will notify the Client and may, at its discretion, (a) offer an equivalent item of similar specification at the prevailing price, or (b) issue a revised quote for the affected items. Quoted lead times are indicative only and are not guaranteed.
4.4 Mutual right to withdraw. Where, under clauses 4.2 or 4.3, Rockfield notifies the Client of a change to the price, specification, availability or lead time of any item, and the parties do not reach agreement on a revised price or specification within a reasonable time, either party may, by written notice to the other, withdraw from the affected line of the quote without further liability to the other in respect of that line. Rockfield will refund any deposit paid in respect of that line. For the avoidance of doubt, this mutual right of withdrawal does not apply to items in respect of which Rockfield has already placed an order with its supplier and which fall within clause 4.5.
4.5 Custom, special-order and non-returnable items. Once Rockfield has placed an order with a supplier on foot of the quote, the Client is liable for the full cost of any item that is custom-built, specially configured, non-cancellable or non-returnable under the supplier’s terms, even if the Client subsequently cancels the order with Rockfield. This clause does not displace clause 7 (cancellation by the Client) but applies in addition to it where the cancelled order has already been placed with a supplier.
5. Variations
5.1 Either party may at any time request a change to the Services. No change is effective unless agreed in writing by both parties.
5.2 For this purpose, “agreed in writing” includes a signed change order, an exchange of emails between authorised representatives that clearly records the change and any associated change in fees, or approval recorded in Rockfield’s ticketing or quotation system. The form chosen should be proportionate to the scope and significance of the change.
5.3 Where a change affects the fees, the timeline, or any other material term, the change must record that effect.
6. Acceptance of Deliverables
6.1 Where the quote includes specific deliverables, those deliverables are deemed accepted by the Client on the earlier of:
(a) the Client’s written confirmation that the deliverables are accepted; or
(b) the expiry of ten (10) Business Days after the date Rockfield notifies the Client that the deliverables are ready for review, unless the Client has, before the expiry of that period, given Rockfield written notice of specific, material defects in the deliverables, identified by reference to the quote.
6.2 On receipt of a notice under clause 6.1(b), Rockfield will, in its discretion, either remedy the defects or quote separately for additional work to address them, depending on whether the defects relate to the quoted Services or to additional matters identified by the Client.
7. Cancellation by the Client
7.1 The Client may cancel the Services at any time by giving Rockfield written notice. The cancellation takes effect on Rockfield’s receipt of the notice.
7.2 On cancellation by the Client, the Client will pay to Rockfield:
(a) all fees for Services performed up to the date of cancellation, calculated by reference to time recorded at Rockfield’s standard rates (regardless of whether the Services were quoted on a fixed-fee or time-and-materials basis);
(b) all third-party costs incurred or committed by Rockfield in connection with the Services that cannot be reasonably mitigated by Rockfield (including without limitation software licences already purchased, hardware on order, and non-refundable supplier deposits); and
(c) a reasonable cancellation charge to compensate Rockfield for resources committed to the Services that cannot be reasonably redeployed during the remaining period of the planned engagement.
7.3 No double recovery. The amounts payable under clause 7.2 will not, in aggregate, exceed the total quoted fee for the Services (or, for time-and-materials work, the agreed estimate). The parties acknowledge that the amounts under clause 7.2 represent a genuine pre-estimate of Rockfield’s loss arising from the cancellation and are not intended as a penalty.
8. Intellectual Property
8.1 Each party retains ownership of its respective pre-existing intellectual property rights.
8.2 Subject to clause 8.3 and to payment in full of the fees for the Services, Rockfield assigns to the Client the intellectual property rights in any deliverable specifically created for the Client under the Services. This does not include Rockfield’s pre-existing tools, methodologies, frameworks, scripts, configuration templates, or know-how, or any modification, improvement, or derivative work based on them, all of which remain Rockfield’s property.
8.3 Rockfield grants the Client a perpetual, non-exclusive, royalty-free, non-transferable licence to use Rockfield’s pre-existing intellectual property to the extent necessary for the Client to enjoy the benefit of the Services.
8.4 The quote may vary the position in this clause 8 in respect of specific deliverables.
9. Confidentiality
9.1 Each party will keep confidential the confidential information of the other party, use it only for the purpose of performing or receiving the Services, and disclose it only to its own personnel and contractors who need to know it for that purpose.
9.2 Clause 8.1 does not apply to information that (a) becomes publicly available other than through breach of these Terms, (b) was already lawfully known to the receiving party without restriction, (c) was independently developed by the receiving party, or (d) is required to be disclosed by law, regulator, or court order.
9.3 The obligations in this clause 9 survive the end of the Services for five (5) years from the date of disclosure, save that obligations in respect of trade secrets continue indefinitely.
10. Data Protection
10.1 Where Rockfield processes personal data on behalf of the Client in the course of providing the Services, the parties will enter into Rockfield’s standard Data Processing Agreement, which sets out the parties’ respective obligations under the General Data Protection Regulation and the Irish Data Protection Act 2018, and which forms part of these Terms.
10.2 Each party will comply with applicable data protection law in connection with the Services.
11. Limitation of Liability
11.1 Nothing in these Terms limits or excludes either party’s liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any liability that cannot be limited or excluded as a matter of Irish law.
11.2 Cap. Subject to clause 11.1, Rockfield’s total aggregate liability to the Client under or in connection with the Services (whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise) is limited to an amount equal to the total fees paid by the Client to Rockfield under the relevant project or engagement.
11.3 Pass-through charges excluded. For the purposes of clause 11.2, “fees paid” excludes amounts representing third-party software licences, third-party hardware, third-party hosting, third-party connectivity, and any other third-party charges where Rockfield acts as a billing intermediary.
11.4 Subject to clause 11.1, neither party is liable to the other for loss of profits, loss of revenue, loss of business, loss of business opportunity, loss of goodwill, loss of anticipated savings, loss or corruption of data, or any indirect, special, or consequential loss, whether arising in contract, tort, breach of statutory duty, or otherwise.
12. Subcontracting
12.1 Rockfield may subcontract any of its obligations under these Terms without the Client’s consent, and remains fully responsible to the Client for the acts and omissions of its subcontractors.
13. Force Majeure
13.1 Neither party is liable to the other for any failure or delay in performance of its obligations under these Terms (other than an obligation to pay money) to the extent caused by an event beyond its reasonable control, including without limitation acts of God, war, terrorism, civil unrest, natural disaster, pandemic, epidemic, cyber-attack on a third-party platform on which the Services depend, failure of utility services or major cloud providers, or any act of government, regulator, or court.
13.2 If a force majeure event continues for more than thirty (30) days, either party may terminate the Services on written notice.
14. Notices
14.1 Notices under these Terms must be in writing and may be delivered by hand, by registered post or courier, or by email to the address each party has notified to the other for that purpose. A notice is deemed received on delivery if hand-delivered, two Business Days after dispatch if posted, and on the next Business Day if delivered by email provided no delivery failure has been received.
15. General
15.1 Entire agreement. These Terms (together with the quote and any agreed change orders) constitute the entire agreement between the parties in respect of the Services.
15.2 Variation. Subject to clause 5, no variation of these Terms is effective unless in writing and signed by both parties.
15.3 No partnership or agency. Nothing in these Terms creates a partnership, joint venture, or agency relationship between the parties.
15.4 Assignment. Neither party may assign these Terms without the other’s consent, except to a successor of all or substantially all of its business.
15.5 Severability. If any provision is held to be invalid or unenforceable, the remainder continues in full force.
15.6 Anti-bribery. Each party warrants that it will comply with all applicable anti-bribery and anti-corruption laws and regulations, including the Criminal Justice (Corruption Offences) Act 2018.
15.7 Counterparts and electronic signature. These Terms may be accepted in counterparts and by electronic signature, and a signature delivered by email is as effective as a wet-ink signature.
15.8 Third-party rights. No person other than the parties has any right to enforce these Terms.
16. Governing Law and Disputes
16.1 These Terms and any dispute or claim arising out of or in connection with them (including any non-contractual dispute or claim) are governed by the laws of the Republic of Ireland.
16.2 If a dispute arises, the parties will use reasonable efforts to resolve it directly. If the dispute is not resolved within thirty (30) days, either party may refer the dispute to mediation under the auspices of the Mediators’ Institute of Ireland (the parties sharing the mediator’s fees equally). If the dispute is not resolved within sixty (60) days of referral to mediation, either party may issue legal proceedings.
16.3 Subject to clause 16.2, the courts of the Republic of Ireland have exclusive jurisdiction to determine any dispute that is not resolved between the parties.
16.4 Nothing in clause 16.2 prevents either party from applying for urgent interim or injunctive relief at any time.
Acceptance
These Terms are accepted as set out in clause 1.2. Acceptance of the quote by signature, written confirmation (including by email), payment of the deposit invoice, or instruction to proceed constitutes acceptance of these Terms. A separate signature on this document is not required.
Last updated June 2026.