WHEREAS:

A. The Services of the Company are offered to the Client upon the condition of their respective acceptance without modification of the following terms of service and conditions of use.

B. By using the Services, the Client agrees to be bound by these Terms. If the Client is entering into these Terms on behalf of a company or any other legal entity, the Client represents that [s]he has the authority to bind such entity to the Terms.

THESE TERMS WITNESSETH:

1. DEFINITIONS AND CONSTRUCTION

1.1 Definitions

In these Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings:

• “Company” means GeoSurvey.
• “Client” means any person or entity which contracts with the Company for the provision of its Services.
• “Confidential Information” shall, in respect of the Client, mean all information relating to the particular project notified to the Company or such other information as may be agreed between the Company and the Client; and shall, in respect of the Company, mean information relating to or connected with the Deliverables and the Services.
• “Contract” means the contract between the Company and the Client for the Supply of Services which is subject to these Terms.
• “Deliverables” mean the drawings, digital data, photographs, listings, reports, surveys, and/or any other supporting documentation created by the Company when providing the Services requested by the Client.
• “Fees” means the fees referred to in Clause 4 of these Terms.
• “Intellectual Property” means trademarks, copyrights, technology rights, and similar rights arising from, relating to, or created pursuant to the Services.
• “Services” means, in respect of any Client, the provision of survey solutions specified in the Quotation, which may include and are not limited to: 3D HD Laser Scanning, Aerial LIDAR Surveys, Aerial Photographic Surveys, Unmanned Aerial Surveys, Inspection Services, Area Measurement Surveys, As-Built Surveys, Building Information Modelling, Conservation, Electrical Resistivity Imaging, Electromagnetic Surveys, Elevated Photography, Energy Assessments, Expert Witness, Facades and Elevations, Flood Surveys, Geographic Information Surveys, Geophysics/Utility Mapping, Ground Penetrating Radar, Hydrographic Surveys, Legal Mapping, Measured Building Surveys, Microgravity Surveys, Monitoring Solutions, Pipeline Surveys, Rectified Photography, Setting Out, Site Control, Topographic Surveys, and Verified Views and Rights to Light.
• “Sales Order Form” means the document the Client returns to the Company confirming their acceptance of the provision of the Services under the terms outlined in the Quotation and these Terms, including details of the party to be invoiced in connection with the Services.
• “Site” means the place which is the subject of the Services and where the surveying and physical aspects of the Services are to be undertaken by the Company.
• “Terms” means the terms and conditions set out in this document.
• “Trademarks” means GeoSurvey or other similar registered or unregistered trademarks owned by the Company in relation to the Services.
• “Quotation” means the written statement issued by GeoSurvey to a Client setting out the Services which will be provided and referencing the price at which such requested Services will be provided to the Client.
• “Working Day” means every day that is not a Saturday, Sunday, or bank holiday or as agreed in writing between the Company and the Client.
• “Working Hours” means the hours from 8:00 am until 5:30 pm every Working Day, or as may be agreed from time to time between the Company and the Client.

1.2 Construction

1.2.1 In these Terms, words like “hereunder,” “hereto,” “hereof,” and “herein,” and other words starting with “here,” shall, unless the context clearly indicates otherwise, refer to the entirety of these Terms and not any specific Section or Clause.

1.2.2 Any reference to a Section, Clause, paragraph, or sub-paragraph shall refer to the corresponding part of these Terms, unless the context implies otherwise.

1.2.3 Any reference to a document includes any amendments or substitutions to that document.

1.2.4 References to provisions of legislation include any modifications, re-enactments, or extensions of those provisions and any subordinate legislation under them.

1.2.5 The masculine gender includes the feminine and neuter, and the singular includes the plural.

1.2.6 Phrases like “including,” “include,” and “in particular” are illustrative and do not limit the preceding words’ sense.

2. APPLICATION OF THESE TERMS

2.1 These Terms apply to the use of the Services by the Client. The Client agrees to these Terms by using the Services, and no other terms, conditions, warranties, or representations apply unless specified by these Terms. The Client’s acceptance is indicated by (i) returning a signed Sales Order Form or (ii) the commencement of the Services.

2.2 The Company can publish additional rules or policies applicable to the Services’ use, deemed accepted by the Client’s continued use.

2.3 The Company may accept a Client’s request for Services through written acknowledgment or performing the Services.

2.4 The Client must ensure the accuracy of the Sales Order Form and any specifications, indemnifying the Company for incorrect information.

2.5 Quotations are valid for 30 days, but the Company may withdraw them.

3. THE SERVICES

3.1 The Company shall perform Services with reasonable skill and care in a timely manner, as per the Contract/Specification.

3.2 Unless agreed, the Company shall perform Services at the Site, with the Surveyor commencing work upon written request. Work, once begun, cannot be canceled without compensation.

3.3 The Company may sub-contract part of the work while retaining full responsibility.

4. FEES

4.1 The Client pays fees specified on the Quotation in specified installments, with full payment within 15 days of the invoice date.

4.2 Advance payment might be required for certain categories of work.

4.3 Fees for materials provided are chargeable. Additional fees might apply for changes in Service scope.

4.4 Inaccuracies in inaccessible areas will not alter Service scope. Return visits due to this will incur additional fees.

4.5 The Client can’t set off Company charges against debts owed by the Company.

4.6 Late payments incur interest per relevant legislation.

4.7 Non-payment may lead to Services suspension.

4.8 Until full payment, the Company retains ownership of deliverables.

4.9 The Client, when authorized, must return or destroy materials.

4.10 Remedies available to the Company are additional to general rights.

4.11 VAT charges might apply.

4.12 Failure to provide specified matters incurs an extension and additional costs.

5. COMPANY RESPONSIBILITIES

5.1 The Company will complete work as specified.

5.2 The Company shall hold or effect necessary insurances.

6. RESPONSIBILITIES OF CLIENT

6.1 The Client agrees to complete and submit the Sales Order Form and pay fees.

6.2 Permissions and information for private property access are the Client’s responsibility.

6.3 Promptly notify the Company of errors or omissions.

6.4 Provide accurate work information.

7. TERMINATION OF THE CONTRACT

7.1 The Company may terminate for non-payment, insolvency, or breach.

7.2 Pre-existing breaches’ damages remain unaffected.

8. LIMITS ON COMPANY’S LIABILITY

8.1 The Company isn’t liable for Deliverable inaccuracies beyond scale or for unintended use.

8.2 The Company isn’t liable for third-party inaccuracies.

8.3 The Company isn’t liable for locating underground materials.

8.4 The Company’s liability is limited, as per Schedule 1.

8.5 The Company isn’t responsible for non-permanent marking removal.

9. COPYRIGHT

9.1 Deliverables’ copyright and associated materials remain with the Company.

9.2 Company’s intellectual property may be used for the Services.

10. INTELLECTUAL PROPERTY

10.1 For the avoidance of doubt and without prejudice to the provisions of Clause 9, all intellectual property created or developed now or in the past by the Company or any employee, agent, or sub-contractor of the Company in the course of supplying the Services shall remain vested in the Company.

10.2 All other intellectual property owned or developed by the Company, non-exclusively for the Client and used in the course of supplying the Services, shall belong to the Company at all times and may be used by the Company in the provision of Services to other Clients.

11. ASSIGNMENT

The Contract created pursuant to these Terms is personal to the Company and the Client, and the Client may not assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under these Terms, without the Company’s prior written consent (which may be withheld).

12. INDEMNITY

Without prejudice to Term 2.5, the Client agrees to indemnify, defend (at the Company’s request), and hold the Company, its parent, subsidiaries, affiliates, officers, and employees harmless from any claim or demand, including reasonable legal expenses, made or brought by any third party due to or arising out of the Client’s fraudulent behavior, willful misconduct, or negligent use of the Services or any part thereof, or the violation of the Terms or any provision therein by the Client, or the infringement or misappropriation by the Client of any Deliverables and/or use of the Services, or the violation of any intellectual property rights of any person or entity, or the use or misuse by the Client or third parties of the Company’s Services.

13. NOTICES

Any notice or communication under these Terms required to be served on or given to either the Client or the Company should be either delivered by hand, sent by first-class post to the other party at its operating address(es) or to another address previously notified to the sending party, or sent by email to such domain or e-mail address as it has previously notified to the sending party and should be deemed to have been given when actually received or, if sent by first-class post, two full days after posting or, if sent by e-mail, upon receipt of a reply, acknowledgment, or read receipt.

14. FORCE MAJEURE

14.1 Save for those relating to payment, the obligations of the Company under these Terms shall be suspended during the period and to the extent that the Company is prevented or hindered from complying therewith by a Force Majeure Event. In these Terms, “Force Majeure Event” shall mean any event beyond its reasonable control, which may include but shall not be limited to: (1) acts of terrorism, insurrection, riots, civil unrest, and military action; (2) the exercise of emergency powers by any local, regional, or national governmental authority; (3) fire, flood, earthquake, storm, volcanic eruption, and other natural disasters; (4) industrial action, strikes, and lock-outs; (5) blockage or embargo; and (6) the failure or delay of supplies of power, fuel, transport, equipment, telecommunications systems, internet, or other goods and/or services (including any third-party materials).

14.2 In the event of the Company being hindered or prevented from fulfilling its obligations under these Terms due to a Force Majeure Event, the Company shall give notice of suspension as soon as reasonably possible to the Client, stating the date and extent of such suspension and the cause thereof. The Company shall resume the performance of such obligations as soon as reasonably possible after the removal of the cause and shall so notify the Client.

15. NO PARTNERSHIP OR AGENCY

Nothing in these Terms is intended to, or shall operate to, create a partnership between the parties or to authorize either party to act as an agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability, and the exercise of any right or power).

16. ENTIRE AGREEMENT

These Terms and any document referred to in these Terms constitute the entire understanding between the parties with respect to the subject matter of these Terms and supersede all prior agreements, contracts, negotiations, and discussions between the parties relating to it.

17. WAIVER

The failure of a party to exercise or enforce any right under these Terms shall not be deemed to be a waiver of that right, nor operate to bar the exercise or enforcement of it at any time or times thereafter.

18. SEVERANCE

18.1 If any provision of these Terms (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions shall remain in force.

18.2 If any invalid, unenforceable, or illegal provision would be valid, enforceable, or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

19. VARIATION

No variation, waiver, or agreed termination of this agreement or of any document referred to in it shall be effective unless it is in writing and agreed between the parties in the same manner as these Terms.

20. CONFIDENTIALITY

20.1 The Client and the Company undertake that they shall not, at any time, copy, use, or disclose to any person any Confidential Information, except as permitted by these Terms.

20.2 The Client and the Company may disclose Confidential Information:

• 20.2.1 To the employees, officers, representatives, or advisers of the Company who need to know such information for the purposes of carrying out its obligations under this agreement. The Company and the Client shall ensure that the employees, officers, representatives, or advisers of the Company to whom the Confidential Information is disclosed comply with this Clause.
• 20.2.2 As may be required by law, court order, or any governmental or regulatory authority.

20.3 No party shall use the Confidential Information for any purpose other than to perform its obligations under this agreement.

21. GOVERNING LAW AND JURISDICTION

21.1 These Terms are governed by, and shall be construed in accordance with the laws of the Republic of Ireland.

21.2 Each party irrevocably agrees that the Courts of the Republic of Ireland shall have exclusive jurisdiction to hear and determine any suit, action, or proceedings, and to settle any dispute, which may arise out of or in connection with these Terms, and for such purposes, each party irrevocably submits to the jurisdiction of the Courts of the Republic of Ireland.