Effective: 1 February 2021 – Present Date.
Company: Outlier Limited (also trading as Outlier.ie), incorporated in Ireland. Registered office: Platform 94, Galway. CRO No. 541599. VAT No.: 3285427LH
Contact: contracts@outlier.ie | – +353 01 525 2125

1. Definitions

“Agreement” means these Terms of Service, with any Proposal, Statement of Work (SOW), Order, Change Order, and DPA (if applicable).
“Client” is the customer as set out in the Proposal, SOW, or Order.
“Deliverables” are all websites, code, designs, brand assets, strategy documents, and other outputs generated under this Agreement.
“Fees” are charges payable by Client, including retainers, project-specific fees, time and materials, and expenses.
“Intellectual Property Rights (IPR)” refers to all intellectual property rights, such as copyright, design rights, database rights, trade marks, domain names, trade secrets, and related rights, both registered and unregistered.
“Retainer” is a monthly pre-paid service package at an agreed rate.
“Services” means web design, web development, branding, consulting, support, hosting, training, or related services.
“Third-Party Materials” includes software, fonts, stock media, open-source code, and other components not owned by Outlier.

2. Scope and Ordering

2.1 Services are provided as described in a Proposal, SOW, or Order referencing these Terms. If there is any inconsistency, precedence is: (i) Change Order; (ii) SOW/Order; (iii) these Terms; (iv) Proposal.
2.2 Changes to scope, timelines, or assumptions may require a Change Order and may adjust Fees or delivery dates.

2A. Formation, Incorporation and Acceptance (B2B)

2A.1 These Terms are incorporated by reference in every SOW, Order, invoice, proposal, email confirmation or portal order referencing them by URL or attachment.
2A.2 If the Client instructs Outlier to proceed, provides approvals or content, or pays an invoice after receiving these Terms, this constitutes acceptance for the related Services and ongoing retainer.
2A.3 For Services provided on a rolling basis for six consecutive months under communications referencing these Terms, the Terms govern the relationship, even if unsigned.
2A.4 Where portal or email links require the Client to tick “I agree,” the resulting agreement is binding and a copy of these Terms will be provided or made available.
2A.5 These Terms apply only to business-to-business arrangements.

3. Client Responsibilities

3.1 The Client must provide timely access to content, assets, approvals, decision-makers, and systems as reasonably required.
3.2 Milestone or Deliverable sign-off constitutes acceptance for billing and further work progression.
3.3 The Client is responsible for accuracy and legality of supplied content, including compliance-related statements and disclosures.

4. Fees, Retainers, Invoicing and Taxes

4.1 Retainers are billed monthly in advance and auto-renew unless otherwise noted. Retainer hours do not carry over unless otherwise agreed.
4.2 Fixed-price or milestone invoices will be raised as set out in the Proposal or SOW. Time and materials work is billed monthly in arrears at agreed rates.
4.3 Pre-approved expenses are billed at cost.
4.4 Invoices are due within 14 days, unless otherwise stated. Fees exclude VAT unless specified; payment in euros by approved method.
4.5 No right of set-off applies to payments.
4.6 Statutory late payment interest and costs apply as set out by Irish law.

5. Suspension for Non-Payment; Reactivation

5.1 If any undisputed invoice remains unpaid seven days past due, Outlier may, with three days’ notice, suspend Services and restrict relevant access until payment is received.
5.2 Reactivation fees and any reinstatement charges from third parties may apply.

6. Term, Termination and Early Termination Charges

6.1 This Agreement commences at signature or service start and continues until all SOWs or Orders are complete or terminated.
6.2 The Client may terminate a Retainer or SOW on thirty days’ written notice. Full monthly fees apply to any active month of notice.
6.3 For retainer terminations by Client before the initial three-month (or any minimum) period, or for Client Default, Client immediately pays all Fees and Expenses up to the termination date plus an early termination charge equivalent to three months’ Retainer Fee.
6.4 For fixed price project cancellations, Client pays the higher of: (i) Fees for work done plus committed costs and a 20% wind-down; or (ii) any applicable retainer early termination fee.
6.5 Either party may terminate for material breach with fourteen days’ notice, unless cured. For non-payment, the cure period is seven days. Immediate termination applies to insolvency.
6.6 All outstanding invoices are due upon termination. Accepted Deliverables and reasonable data exports will be provided after cleared payment; Outlier may retain copies as required by law.

7. Intellectual Property and Use

7.1 Each party retains ownership of all pre-existing intellectual property and tools.
7.2 Outlier retains IPR in Deliverables until full payment. Upon payment:
(a) Final designs and brand assets are assigned to the Client;
(b) Code and software are licensed for the Client’s internal business use unless stated otherwise;
(c) Third-party materials remain subject to their own licences.
7.3 Limited, revocable, non-exclusive licence is granted to the Client for internal testing before payment. Public or commercial use is not permitted before full payment.
7.4 No Deliverables may be copied, exported, adapted or used commercially before all invoices are settled.
7.5 For non-payment, Outlier may withhold transfers and disable access to hosted Deliverables per notice.
7.6 Outlier may include discreet credits and showcase Deliverables and client name/logo for portfolio purposes, unless otherwise agreed. A credit removal fee may apply if requested.
7.7 Creators waive attribution to the extent permitted by law.

8. Third-Party Materials and Open Source

8.1 Third-party materials and licences are binding; ongoing fees may apply.
8.2 Open-source components are provided under their respective licences, without additional warranties.

9. Hosting, Domains and Maintenance

9.1 Hosting is provided on a reasonable-efforts basis, per provider terms; no specific uptime is guaranteed absent a separate SLA.
9.2 Reasonable backup routines are maintained, but restoration is subject to technical feasibility and may incur charges.
9.3 Domains are registered in the Client’s name upon full payment; transfer may be withheld for non-payment.
9.4 The Client is responsible for access control and updates; absolute security cannot be guaranteed.

10. Data Protection (GDPR)

10.1 The Client is the Controller and Outlier is the Processor for data processed on the Client’s behalf.
10.2 A Data Processing Addendum will be entered where Outlier is Processor.
10.3 The Client is responsible for legal compliance of its data and user-facing consents.
10.4 Third-party integrations remain subject to their own privacy terms.

11. Warranties and Disclaimers

11.1 Outlier warrants reasonable care and skill in service delivery per industry standards.
11.2 Except as set out, Services and Deliverables are provided “as is”; specific performance outcomes are not warranted.
11.3 The Client warrants that its supplied material does not infringe third-party rights.

12. Indemnity

12.1 The Client indemnifies Outlier for claims arising from Client materials, misuse, or legal breach.
12.2 Outlier indemnifies Client for third-party IPR infringement by Deliverables, subject to prompt notification and cooperation.

13. Liability

13.1 Outlier’s aggregate liability is capped at Fees paid in the preceding 12 months.
13.2 Neither party excludes liability for death, personal injury, or fraud; otherwise, no liability for indirect or consequential losses, or loss of profit, revenue, or data.
13.3 Both parties shall mitigate losses.

14. Confidentiality

14.1 Each party will keep non-public information confidential except as required by law or for standard exceptions.

15. Non-Solicitation

15.1 The Client will not solicit Outlier staff or contractors during the engagement and for 12 months after. Breach results in a fee of 50% of the individual’s annual remuneration.

16. Force Majeure

16.1 Neither party is liable for delay or non-performance due to events beyond reasonable control.

17. Notices

17.1 Formal notices must be served by email to the provided notice email addresses or by registered post to the registered office.
17.2 Either party may update its notice address by email notice.
17.3 Email notices are deemed received when sent unless a bounce is received; if sent outside business hours, received at 09:00 next business day.
17.4 Service of proceedings is accepted by email in addition to postal service, subject to legal exceptions.

18. General

18.1 Outlier may subcontract; both parties must consent to assignments except where connected to group restructures or mergers.
18.2 Invalidity of a provision does not affect the agreement’s remainder.
18.3 Delay or failure to enforce a right is not a waiver.
18.4 This is the entire agreement, superseding previous arrangements.
18.5 Irish law and the exclusive jurisdiction of Irish courts apply.
18.6 Electronic and counterpart signatures are valid.
18.7 For public bodies or consumers, mandatory protections apply over conflicting terms.

19. Post-Termination Data Handling

19.1 Upon written request within 30 days of termination and after full payment, Outlier will export the Client’s site data, excluding elements it lawfully may not transfer. After 30 days, data may be deleted or archived.

20. Service-Specific Addenda

Refer to the SOW/SLA for support, WCAG/accessibility, SEO, e-commerce, or payment responsibilities.

21. Online Services and E-Commerce (Ireland)

21.1 Provider information, pricing, and contact details will be displayed in client portals or online order forms.
21.2 Marketing communications will be clearly identified and attributed to Outlier.
21.3 Online contracts will set out order steps, error correction, acknowledgement, and term availability.
21.4 Where Outlier hosts content, it may remove or disable illegal content on sufficient notice from a third party.

22. Advertising and Marketing Standards (Ireland)

22.1 All campaigns must comply with Irish advertising and consumer protection law.
22.2 The Client is responsible for substantiation and legal compliance of all marketing claims.
22.3 Where Outlier assists with influencer or social media, proper disclosure (#Ad, #Fógra) is mandatory.
22.4 Outlier credits and portfolio uses will be fair and not misleading. Credit removals will invoke applicable Fees.

23. Electronic Signatures and Electronic Communications

23.1 Electronic signatures are valid to the extent permitted by law.
23.2 Parties consent to the use of electronic documents and records.
23.3 If an SOW/Order requires a wet-ink signature for specific purposes, that requirement prevails.

End of Terms