Terms of Trade

The following conditions are incorporated in all engagements of Macro Works Limited ("MacroWorks"):

1: BRIEFING REQUIREMENTS

The client shall ensure that its instructions and requirements are clearly and unambiguously conveyed to MacroWorks and that all supporting data is complete and accurate.  Furthermore, the client shall ensure that any data furnished to MacroWorks is fully licensed and does not breach or violate any existing intellectual property rights.

2: SERVICES PROVIDED

MacroWorks shall perform its services in accordance with the reasonable standard of skill, care and diligence generally exercised by the relevant profession in Ireland subject to any financial, physical, time or other constraints imposed by the client or necessarily resulting from the nature of the engagement.

3: BILLING

MacroWorks shall be entitled to raise interim invoices in respect of work completed and payment of all invoices shall be due within 60 days of invoice (Note: payment in respect of printing and binding shall be due within 14 days of invoice). Accounts not paid within 60 days of the date of issue of the invoice shall be subject to a rate of interest of 12.5% (current business overdraft rate of 9.5% + inconvenience and expenses rate of 3%). Accounts unpaid within 90 days of the date of issue will be regarded as accounts in default and the costs of any legal or other debt-collecting fee incurred in collecting underlying amounts will be added to the client’s account.

4: FEE QUOTATIONS

MacroWorks may agree to a quoted fixed fee for the provision of agreed services or may agree to charge for its services on a time and attendance basis or a combination. Time based professional charges will be made in accordance with currently hourly rates except for any increase occurring during the commission as a result of any general wage order or salary review and for special charges should overtime be necessary in order to meet the client's requirements.

5: COMPLETION DATE

Any estimated completion date given by MacroWorks is not an undertaking by MacroWorks to complete by that date.  The client acknowledges that estimated completion dates can be affected by external conditions such as weather.

6: RELATIONSHIP WITH CLIENT / AGENT

These Terms and Conditions shall be binding on the party for whose ultimate benefit the services are to be performed if different from the client, (referred to hereon as the “Principal”) whether or not the Principal is the party by whom MacroWorks is engaged. MacroWorks shall have unlimited recourse to the Principal in respect of any unpaid invoices.  The client confirms that it has authority to bind the Principal to this agreement.

In the event that MacroWorks is appointed by an agent for the Principal, the Principal shall indemnify MacroWorks for any unpaid fees or job costs.

If the client is acting as agent (whether in the capacity of engineer, architect, contractor or the like) then the client shall be absolutely responsible for passing on to its Principal all advice given and copies of documents provided by MacroWorks to the client.

7: COPYRIGHT AND USE OF DOCUMENTS

Copyright and all other intellectual property in all photomontages and documents and in the works executed from them shall remain the property of MacroWorks. The client shall use any documents furnished only for the specific purpose for which they were prepared. The client shall not enter into any contract with nor make any representations to a third party or third parties, which conflict with MacroWorks’ ownership rights.

8: LIMITATION OF LIABILITY

MacroWorks shall not be liable for the commercial performance of the project, or for any loss or damage arising by reason of any delay in completion of the project or for any loss of profits, or for any indirect or consequential loss of whatever the nature.  MacroWorks’ liability shall be limited to direct loss or damage arising from proven negligence in performance of the services for which it is engaged.  Such liability shall be strictly limited to an amount equating to the professional indemnity cover held by MacroWorks OR the total consideration due to be paid to MacroWorks under the relevant contract, whichever is the lower.  Any potential liability of MacroWorks shall cease after the expiration of two years from the date on which services are rendered to the client.  These limitation shall apply to every claim whether it arises from contract or tort including negligence or otherwise. The liability of MacroWorks to the client against loss or damage as aforesaid shall be reduced proportionately to the extent that any acts or omissions of the client contributed towards any such loss or damage.

For the purpose of these conditions the expression ‘MacroWorks’ shall include all employees of MacroWorks and any parties engaged by MacroWorks to perform any part of the services.

All statutory warranties whether express or implied are hereby excluded to the extent permitted at law.  No liability is excluded for death, personal injury or fraud.

9: POSTPONEMENT / TERMINATION

Any agreement between MacroWorks and the client may be postponed or terminated by either party, on the expiration of reasonable notice given in writing. Upon postponement of the services or termination of the engagement, MacroWorks shall be entitled to payment of fees and other job costs up to the effective date of postponement or termination and such further fees and costs incidental to the orderly termination of the services.

10: SETTLEMENT OF DISPUTES

In the event of any dispute arising between MacroWorks and the client, including the interpretation of the clients’ contract, the matter in dispute may be referred to the final decision of a sole arbitrator to be appointed by the parties. If the parties fail to agree, within one month of one party giving notice in writing to the other party of a dispute to be referred to arbitration, then either party may request the then Chairman or acting Chairman for the time being of the Society of Chartered Surveyors in the Republic of Ireland to appoint an arbitrator and the arbitrator shall be so appointed.

11: SAFETY AND AVOIDANCE OF TRESPASS

Neither MacroWorks nor its employees nor any parties engaged by MacroWorks to perform any part of the services, shall be obliged to perform any act which in the reasonable view of MacroWorks constitutes a health and safety risk.

The client shall ensure that all necessary landowner consents have been obtained before instructing MacroWorks to enter any lands.  In the event of any uncertainty as to the ownership of any lands, the client undertakes to indemnify MacroWorks (together with its employees and any parties engaged by MacroWorks) against any loss or injury of any kind that might be suffered.

12: RIGHT TO CANCEL THE CONTRACT

Without prejudice to any other right or remedy available to MacroWorks, MacroWorks shall be entitled to cancel any contract or suspend any further deliveries under such contract without any liability to the client or the Principal, if any of the following events occur:

i.   the client makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or an examiner is appointed or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

ii.   an encumbrancer takes possession of, or a receiver is appointed over, any of the property or assets of the client; or

iii.   the client ceases, or threatens to cease, to carry on business; or

iv.   the client reasonably apprehends that any of the events mentioned above is about to occur in relation to the client and notifies MacroWorks accordingly; or

v.   an analogous event  occurs in any other jurisdiction to which the client is subject.

Any of the events listed at (i) to (v) above occur with respect to the Principal.

If any of the above events occurs and any goods have been delivered or services provided but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.