Terms of Service

Last Updated: July 9, 2025

Please read these Terms of Service (“Terms”) carefully before engaging with Isambard & Associates Ltd (‘Isambard”, “we,” “us,” or “our”). These Terms govern your access to and use of our services, including Net Zero consultancy, Services Procurement, Energy Procurement, Energy Audits, Environmental and Health & Safety Audits, Smart Building Solutions and any additional services that may be offered by agreement with the client (collectively, the “Services”). By accessing or using our Services, you agree to be bound by these Terms.

1. Services Provided

Isambard offers specialist consultancy services focused on enhancing operational efficiency, sustainability, and compliance for businesses. Our Services include, but are not limited to:

• Net Zero Consultancy

• Procurement Services

• Energy Procurement

• Energy Audits

• Environmental and Health & Safety Audits

• Smart Building Solutions

2. Client Responsibilities

As a client engaging Isambard’s Services, you agree to:

• Provide accurate, complete, and timely information and documentation as requested by Isambard for the effective provision of Services.

• Ensure that all necessary access to premises, systems, and personnel is granted to Isambard and its authorised representatives to perform the Services.

• Designate a primary contact person to liaise with Isambard throughout the service period.

• Comply with all applicable laws and regulations in relation to your business operations.

• Make timely payments for Services rendered as per agreed payment terms.

3. Our Responsibilities

Isambard commits to:

• Provide Services with reasonable care, skill, and diligence, in a professional and timely manner.

• Maintain the confidentiality of your proprietary and sensitive information, subject to Section 7 (Confidentiality and Data Protection).

• Act in your best interests within the scope of the agreed Services.

• Communicate regularly regarding the progress and any material issues arising during the provision of Services.

4. Fees and Payment

• Fee Structure: Fees for our Services will be outlined in a separate proposal, service agreement, or Statement of Work (“SOW”) provided to you prior to the commencement of work. This document will detail the scope of work, deliverables, timelines, and payment terms (e.g., fixed fee, hourly rate, retainers, payment milestones).

• Invoicing: Invoices will be issued as per the agreed payment schedule in the relevant proposal or SOW.

• Payment Terms: Payment is due within 14 days of the invoice date, unless otherwise specified.

• Late Payments: Isambard reserves the right to charge interest on overdue amounts at a rate of 2% per month or the maximum rate permitted by Irish law, whichever is lower, from the due date until full payment is received. Services may be suspended until overdue payments are settled.

5. Term and Termination

• Term: The duration of the Services will be as specified in the individual proposal or SOW.

• Termination by Either Party: Either party may terminate the Services agreement by providing written notice of 30 days, if the other party commits a material breach of these Terms or the relevant SOW and fails to remedy such breach within 14 days of receiving written notice thereof.

• Termination by Client for Convenience: You may terminate the Services for convenience by providing 30 days’ written notice. In such cases, you will be liable for all Services rendered up to the effective termination date and any agreed-upon early termination fees.

• Termination by Isambard for Convenience: Isambard may terminate the Services for convenience by providing 30 days’ written notice. In such cases, a pro-rata refund will be issued for any pre-paid Services not yet rendered.

• Effect of Termination: Upon termination, any outstanding payments become immediately due. Isambard will provide all deliverables completed up to the termination date, subject to full payment. Sections 6 (Limitation of Liability), 7 (Confidentiality and Data Protection), 9 (Intellectual Property), 10 (Indemnification), and 11 (Governing Law and Jurisdiction) shall survive termination.

6. Limitation of Liability

• No Guarantees: While Isambard strives to provide accurate advice and achieve beneficial outcomes, we do not guarantee specific results (e.g., exact energy savings, successful tender outcomes, ISO certification, or specific timelines for Net Zero achievement) as these are dependent on various factors beyond our control, including client implementation, market conditions, and regulatory changes.

• Indirect Damages: To the maximum extent permitted by Irish law, Isambard shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from your access to or use of, or inability to access or use, the Services.

• Total Liability: Isambard’s total aggregate liability to you for any and all claims arising out of or in connection with these Terms or the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no event exceed the total fees paid by you to Isambard for the specific Services giving rise to the claim in the twelve (12) months preceding the event giving rise to the liability.

• Excluded Liability: Nothing in these Terms shall limit or exclude Isambard’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under Irish law.

7. Confidentiality and Data Protection

• Confidentiality: Both parties agree to keep confidential all non-public information received from the other party in connection with these Terms and the Services. Confidential information shall not include information that is publicly available, independently developed, or rightfully obtained from third parties without restriction. This obligation of confidentiality shall survive termination of these Terms.

• Data Protection: Isambard is committed to protecting your privacy. We will process any personal data shared with us in accordance with the Data Protection Act 2018 and the General Data Protection Regulation (GDPR). Our Privacy Policy, available on our website, details how we collect, use, store, and protect your personal data. You are responsible for ensuring that you have all necessary consents and rights to provide any personal data to us.

8. Third-Party Services

• In providing the Services, Isambard may recommend or facilitate the use of third-party products, services, or software (e.g., specific energy suppliers, software vendors, contractors).

• Isambard does not endorse or guarantee the performance of any third-party services. Your engagement with any third-party is solely between you and that third-party, and their terms and conditions will apply. Isambard shall not be liable for any issues arising from your use of third-party services.

9. Intellectual Property

• All intellectual property rights (including copyrights, trademarks, and trade secrets) in any materials, methodologies, tools, or software developed by Isambard prior to or independently of the Services, or generally applicable to its business, shall remain the sole property of Isambard.

• Any client-specific deliverables created solely for you under a specific SOW (e.g., custom audit reports, specific tender documents) will be owned by you upon full payment for the Services, but Isambard retains the right to use its underlying methodologies and general expertise.

10. Indemnification

You agree to indemnify, defend, and hold harmless Isambard, its directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with: (a) your breach of these Terms; (b) your violation of any applicable law or regulation; or (c) your use of the Services in a manner not expressly authorised by these Terms.

11. Governing Law and Jurisdiction

These Terms and any disputes or claims arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Ireland. Both parties irrevocably agree that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

12. Changes to Terms

Isambard reserves the right to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms.

13. Contact Information

If you have any questions about these Terms, please contact us at:

Isambard & Associates Ltd
9-10 Parnell Street
Dublin 1
D01 FC63
Ireland

Phone: +353 (0) 87 737 7193

Email: brianfitzpatrick@isambard.ie