Terms & Conditions
Last updated July 23, 2025
Agreement
These Terms & Conditions ("Terms") govern the services provided by BrkThrgh Technologies Ltd, a company registered in Ireland ("BrkThrgh", "we", "our", "us") to the client ("Client", "you", "your"). By engaging our services, you agree to be bound by these Terms.
1. Our Services
BrkThrgh offers a range of services including but not limited to:
- Design and development of custom AI systems
- AI automations and internal tooling
- Access to APIs and back-end platforms
- AI consultancy and strategic support
- Integration with internal systems and datasets
- Maintenance, monitoring, and iterative improvements
- Training and workshops for internal teams
- Licensing of existing tools built by BrkThrgh
2. Scope of Work & Engagement Model
- All engagements are defined by a mutually agreed Scope of Work (SOW), which outlines deliverables, timelines, and fees.
- Any work outside the agreed SOW is considered out-of-scope and may be billed at a separate rate (see Section 5).
- BrkThrgh may provide time estimates for iterative or exploratory projects, but these are not binding unless stated explicitly.
3. Project Ownership & Intellectual Property
Client Ownership: The client retains full ownership of any custom-designed user interface (UI), front-end code, and visual assets developed for their project.
BrkThrgh Ownership: BrkThrgh retains full ownership of all back-end infrastructure, AI logic, automation scripts, APIs, and internal systems used to power the project, unless a separate IP transfer agreement is signed.
Licensing: Clients receive a perpetual, exclusive, non-transferable license to use the back-end technology solely for the purpose of their project. This license allows for usage and integration but does not permit replication, resale, or redistribution without written permission.
Reuse: BrkThrgh reserves the right to reuse generic components or modules developed during a project for other clients, provided no confidential or client-specific information is included.
4. Confidentiality
Both parties agree to maintain the confidentiality of all proprietary or sensitive information exchanged during the course of the engagement. This obligation will survive the termination of the engagement.
5. Pricing & Payment Terms
5.1 Standard Pricing Model
Projects are quoted as fixed-fee engagements or billed at a daily rate depending on the nature of the work.
All quotes are exclusive of VAT unless otherwise specified.
5.2 Payment Structure
50% upfront payment is required to commence work.
50% post-delivery payment is due upon completion of the final deliverables.
Payment is required regardless of whether the client implements or launches the final deliverables.
5.3 Payment Terms
Invoices must be settled within 36 calendar days: from the date of issue (Net 36).
BrkThrgh reserves the right to charge late fees and suspend services if payment is not received within this period.
5.4 Additional Work
Out-of-scope work will be billed at a daily rate of €750 ex VAT unless otherwise agreed.
Emergency requests or requests requiring priority over other clients may be billed at a priority day rate of €1,000 ex VAT.
6. Client Responsibilities
To ensure a smooth and efficient process, the Client agrees to:
- Provide timely feedback and approvals as needed.
- Supply all necessary content, credentials, and context for integration with internal systems.
- Designate a single point of contact for communication and decision-making.
- Avoid requesting significant changes that fall outside the agreed SOW without renegotiation.
7. Warranties & Limitation of Liability
- BrkThrgh warrants that its services will be performed with reasonable skill and care.
- Except as explicitly stated, all services are provided "as is" without warranties of any kind.
BrkThrgh’s total liability, whether in contract, tort, or otherwise, is limited to the total amount paid by the Client for the services under the relevant SOW.
- BrkThrgh is not liable for indirect, incidental, or consequential damages, including loss of revenue or data.
8. Post-Project Support & Retainers
Optional ongoing maintenance, monitoring, or enhancements can be provided via a monthly or quarterly retainer agreement.
Retainers are invoiced at the start of the period and include a defined number of support hours or tasks.
9. Termination
Either party may terminate the agreement with 14 days’ written notice if the other party materially breaches these Terms and fails to remedy the breach within that period.
Upon termination:
- All completed deliverables up to the date of termination will be delivered upon full payment.
- The license to use BrkThrgh’s systems and tools remains active only if full payment is received.
10. Dispute Resolution
Both parties agree to resolve disputes in good faith via direct negotiation.
If resolution is not possible, the matter may be referred to mediation in Ireland before legal action is pursued.
These Terms are governed by and construed in accordance with the laws of Ireland.
11. Amendments
BrkThrgh may update these Terms from time to time. Any changes will be communicated in writing and will not apply retroactively to active SOWs unless explicitly agreed.