Terms & Conditions

01 — Acceptance of Terms

These Terms & Conditions (“Terms”) govern your access to and use of the services provided by Flowline Operations (“we,” “us,” or “our”), including through our website at flowlineops.com.

By engaging our services — whether through a signed proposal, a statement of work, a verbal or written agreement, or by otherwise instructing us to begin work — you (“Client,” “you,” or “your”) confirm that you have read, understood, and agree to be bound by these Terms.

We reserve the right to update these Terms at any time. The most current version will always be available at flowlineops.com. Continued engagement with our services following any update constitutes acceptance of the revised Terms.

02 — Our Services

Flowline Operations provides a range of professional technology and operational services. Depending on your engagement, services may include one or more of the following:

Audit Reports

We conduct structured assessments of your existing systems, processes, or infrastructure and deliver a written report outlining findings, risks, and recommendations. Audit reports reflect the information available at the time of the assessment and are not guarantees of system performance or compliance.

Software Implementations

We manage and execute the deployment, configuration, and integration of third-party software solutions within your environment. Implementation services are subject to the scope defined in your agreed proposal or statement of work.

Custom Builds

We design and develop bespoke software solutions, tools, or workflows tailored to your operational requirements. Deliverables, timelines, and acceptance criteria will be defined in a separate statement of work or project agreement.

Consulting & Advisory

We provide expert advice, strategic guidance, and technical recommendations. Consulting outputs represent our professional opinion based on the information provided and should not be construed as legal, financial, or regulatory advice unless explicitly stated.

Care Plans & Ongoing Support

We offer recurring maintenance, monitoring, and support services under care plan agreements. The specific scope, response times, and inclusions of each care plan will be detailed in a separate care plan schedule or service level agreement (“SLA”).

03 — Engagements & Scope

Proposals & Statements of Work

All engagements begin with a written proposal or statement of work (“SOW”) that defines the scope, deliverables, timeline, and fees. The SOW, once accepted by both parties, forms part of the contract between us alongside these Terms.

Scope Changes

Any changes to the agreed scope — including additions, modifications, or removal of deliverables — must be agreed in writing by both parties before work commences. We reserve the right to adjust timelines and fees accordingly for any agreed scope changes.

Client Responsibilities

To enable us to deliver services effectively, you agree to:

• Provide timely access to systems, documentation, personnel, and other resources reasonably required
• Provide accurate and complete information relevant to the engagement
• Designate a point of contact with appropriate authority to make decisions
• Review and provide feedback on deliverables within agreed timeframes
• Obtain any third-party licences, permissions, or consents necessary for the work

Acceptance of Deliverables

Upon delivery of any milestone or final deliverable, you will have an agreed review period (as specified in the SOW, or 7 business days by default) to review and raise material defects. Deliverables not formally rejected within this period are deemed accepted.

04 — Fees & Payment

Fees

Fees for each engagement are set out in the applicable proposal or SOW. All fees are quoted in Euro (EUR) and are exclusive of VAT unless otherwise stated. VAT will be applied in accordance with applicable Irish and EU tax legislation.

Payment Terms

• Invoices are due within 14 days of the invoice date unless otherwise agreed in writing
• Project work may require a deposit (typically 30–50% of the project fee) prior to commencement
• Care plan fees are invoiced monthly or annually in advance as per the agreed schedule
• Milestone-based projects are invoiced at each agreed milestone

Late Payment

We reserve the right to charge interest on overdue invoices at a rate of 8% per annum above the European Central Bank base rate, in accordance with the European Communities (Late Payment in Commercial Transactions) Regulations 2012. We may also suspend services until outstanding balances are cleared.

Expenses

Any reasonable out-of-pocket expenses incurred in delivering the services (such as travel, third-party software licences, or hosting costs) will be invoiced separately and supported by receipts, unless a fixed expense allowance is agreed in the SOW.

05 — Intellectual Property

Client Materials

All data, content, and materials provided by you remain your property. You grant us a limited, non-exclusive licence to use your materials solely for the purpose of delivering the agreed services.

Deliverables — Custom Builds & Implementations

Upon receipt of full payment, intellectual property rights in bespoke deliverables specifically created for you under a custom build engagement will transfer to you, unless otherwise agreed in the SOW.

Our Pre-Existing IP & Tools

Any tools, frameworks, methodologies, templates, proprietary processes, or software developed by or belonging to Flowline Operations prior to, or independently of, an engagement remain our exclusive property. Where such assets are incorporated into a deliverable, we grant you a non-exclusive, perpetual licence to use them solely in connection with the deliverable.

Audit Reports & Consulting Outputs

Reports and advisory outputs are provided for your internal use only. You may not reproduce, publish, or distribute them to third parties without our prior written consent, except where required by law or regulation.

06 — Confidentiality

Both parties acknowledge that in the course of an engagement, each may receive or have access to confidential information belonging to the other party (“Confidential Information”).

Each party agrees to:

• Keep all Confidential Information strictly confidential
• Not disclose Confidential Information to any third party without prior written consent
• Use Confidential Information only for the purposes of fulfilling the engagement
• Apply at least the same standard of care as it applies to its own confidential information

This obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, was already in the receiving party’s possession prior to disclosure, or is required to be disclosed by law or court order.

These confidentiality obligations survive the termination of any engagement for a period of 3 years.

07 — Warranties & Disclaimers

Our Warranties

We warrant that:

• Services will be performed with reasonable skill and care by qualified personnel
• We have the right to provide the services and enter into engagements under these Terms
• We will comply with applicable laws and regulations in delivering our services

Disclaimers

Audit reports and consulting advice represent our professional opinion based on the information available at the time. We cannot guarantee that implementing our recommendations will result in any particular outcome. Recommendations do not constitute legal, financial, regulatory, or compliance advice unless explicitly stated and agreed.

For software implementations involving third-party platforms, we are not responsible for the ongoing availability, security, or performance of those third-party platforms.

08 — Limitation of Liability

Limitation

To the maximum extent permitted by law, our total aggregate liability to you arising out of or in connection with any engagement — whether in contract, tort (including negligence), or otherwise — shall not exceed the total fees paid by you to us in the three months immediately preceding the event giving rise to the claim.

Exclusions

We shall not be liable for any of the following, even if we have been advised of the possibility of such losses:

• Loss of profits, revenue, or anticipated savings
• Loss of business or contracts
• Loss or corruption of data
• Indirect, special, or consequential loss
• Losses arising from your failure to meet your responsibilities under these Terms or an SOW
• Third-party platform failures, outages, or changes beyond our control

Force Majeure

We are not liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including but not limited to natural disasters, industrial disputes, power failures, internet outages, or acts of government.

09 — Termination

Termination by Either Party

Either party may terminate a project engagement or care plan by providing written notice to the other party. The applicable notice period will be specified in the SOW or care plan agreement. Where no notice period is specified, a minimum of 30 days’ written notice is required.

Termination for Cause

Either party may terminate an engagement immediately upon written notice if the other party:

• Commits a material breach of these Terms or the applicable SOW that is not remedied within 14 days of written notice
• Becomes insolvent, enters administration, or is subject to a winding-up order
• Engages in conduct that is fraudulent, illegal, or brings the other party into disrepute

Effect of Termination

Upon termination, you shall pay for all work completed and expenses incurred up to the effective date of termination. Completed deliverables will be provided on receipt of payment. Provisions of these Terms that by their nature should survive termination — including confidentiality, intellectual property, and liability — will continue to apply.

Care Plans

Care plan fees are non-refundable once a billing period has commenced. Cancellation takes effect from the end of the then-current billing period following receipt of notice.

10 — Data & Privacy

Our collection and use of personal data is governed by our Privacy & Cookie Policy, which forms part of our overall terms of engagement and is available at flowlineops.com.

Data Processing

Where we process personal data on your behalf as part of a service engagement (for example, when accessing your systems or databases), we do so as a data processor acting on your instructions. You remain the data controller and are responsible for ensuring you have a lawful basis for sharing that data with us.

In such circumstances, we will enter into an appropriate Data Processing Agreement with you in accordance with GDPR Article 28 prior to commencing the relevant work.

Data Security

We implement appropriate technical and organisational security measures to protect any data we access or process in the course of delivering our services. We will promptly notify you of any data security incident that affects your data.

11 — General Provisions

Governing Law & Jurisdiction

These Terms and any engagements governed by them are subject to the laws of Ireland. Any disputes will be subject to the exclusive jurisdiction of the Irish courts, unless otherwise agreed in writing.

Entire Agreement

These Terms, together with any applicable SOW, proposal, care plan schedule, or SLA, constitute the entire agreement between the parties in respect of each engagement and supersede all prior discussions, representations, or agreements relating to the same subject matter.

Variation

No variation to these Terms or any SOW shall be effective unless agreed in writing and signed (or confirmed by email) by authorised representatives of both parties.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Waiver

Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party’s right to enforce it at a later time.

Assignment

You may not assign or transfer your rights or obligations under any engagement without our prior written consent. We may subcontract elements of a service to qualified third parties, provided we remain responsible for the quality of the work delivered.

Notices

All formal notices under these Terms should be sent in writing to info@flowlineops.com. Notices sent by email are deemed received on the next business day following transmission.