Terms and conditions
Rules and guidelines for using our website and professional services.
These terms and conditions ("Terms") govern your use of our website and the applied research, technology consulting, and related professional services ("Services") provided by Industrial Research & Technology Limited ("us", "we", or "our"), trading as Industrial Research & Technology where applicable. By accessing our site or engaging our Services, you agree to be bound by these Terms.
1. Services
The specific scope of Services, including deliverables, timelines, acceptance criteria, and fees, will be outlined in a separate services agreement or statement of work ("SOW") signed by both parties. These Terms are incorporated by reference into any SOW.
2. Payment terms
The client agrees to pay all fees as specified in the SOW. Payments are typically due in accordance with the milestones or invoicing schedule agreed in writing. Late payments may incur interest charges and may result in suspension of Services until the account is brought current.
3. Intellectual property
All pre-existing intellectual property of each party remains the property of that party. Any new materials, methods, software artefacts, reports, or other deliverables ("Work Product") developed by us during the provision of Services remain our intellectual property until full payment is received, unless otherwise agreed in the SOW. Upon full payment for the Services, we grant the client a non-exclusive licence to use the final Work Product for its internal business purposes in line with the SOW.
4. Client responsibilities
The client agrees to provide timely access to necessary resources, including personnel, technical data, plant or laboratory access, safety inductions, and other information required for us to perform the Services safely and effectively. Delays in providing these resources may impact programme timelines and outcomes.
5. Confidentiality
Both parties agree to keep confidential all non-public information obtained from the other party during the course of the engagement. This includes business strategies, financial information, designs, process data, and programme-specific technical information ("Programme Data"). This obligation survives the termination of the agreement.
6. Termination
Either party may terminate the services agreement with written notice, in line with the notice period stated in the SOW (typically thirty days unless otherwise agreed). We reserve the right to terminate Services immediately for a material breach of these Terms or the SOW, including non-payment. Upon termination, the client is responsible for all fees incurred up to the effective date of termination.
7. Disclaimer of warranties
Our Services are provided "AS IS." We disclaim all warranties, express or implied, including the warranties of merchantability and fitness for a particular purpose. We do not guarantee any specific commercial outcome, such as increases in revenue, production volume, or certification outcomes, as these are influenced by many external factors beyond our reasonable control.
8. Limitation of liability
Our total liability to the client for any claim arising out of or relating to the Services or these Terms shall not exceed the total fees paid by the client to us in the three (3) months preceding the claim. We are not liable for any indirect, special, incidental, or consequential damages.
9. Governing law
These Terms shall be governed by and construed in accordance with the laws of Northern Ireland, without regard to conflict of law principles. Any disputes will be subject to the exclusive jurisdiction of the courts of Northern Ireland, unless otherwise agreed in writing for a specific engagement.
10. Changes to terms
We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on this page. Your continued use of our Services after such changes constitutes your acceptance of the new Terms.