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Terms and Conditions of Engagement

This page sets out the terms and conditions (the “Conditions”) under which Teagasc – The Agricultural and Food Development Authority, its employees, agents and sub-contractors (“Teagasc”) provide the Services to you.

1. Interpretation

1.1 In these conditions, the following definitions apply:

“Contract”: the contract between Teagasc and you for the supply of Services in accordance with these conditions.

“Order”: the Customer’s request for Service, including, but not limited to the Teagasc ConnectEd Membership Application Form and the Membership Renewal Notice.

“Services” the services supplied by Teagasc to you as part of the ConnectEd Programme.

“Programme Schedule” the description of the Services provided in writing by Teagasc to you.

2. Basis of Contract

2.1 The Order constitutes an offer by you to purchase the Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when Teagasc begins to perform the Services at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 The Contract constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement promise, representation, assurance or warranty made or given by or on behalf of Teagasc which is not set out in the Contract.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. Supply of Services

3.1 Teagasc shall supply the Services to you in accordance with the Teagasc ConnectEd Programme Schedule.

3.2 Teagasc shall use all reasonable endeavors to meet any performance dates agreed between the parties but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3 Teagasc shall have the right to make any changes to or withdraw any part of the Services which are necessary to comply with any applicable law, change in any governmental or European Union policy or safety requirements or which do not materially affect the nature or quality of the Services, and Teagasc shall notify you in such an event.

3.4 Teagasc shall use all reasonable skill and care when providing the Services.

4. Your Obligations

4.1 You shall:

(a) Ensure that the Order and any information provided by you to Teagasc is complete and accurate

(b) Co-operate with Teagasc in all matters relating to the Services to allow Teagasc provide the Services within any agreed timescales

(c) Provide Teagasc, its employees, agents, consultants and sub-contractors, with all information and materials as reasonably required by Teagasc in a timely fashion and in a manner which meets the requirements as notified to you and ensure that such information is accurate and complete in all respects

4.2 If Teagasc’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation Teagasc shall have the right to suspend or delay the performance of the Services and shall not be liable to you for any costs or losses sustained or incurred by you arising directly or indirectly from Teagasc’s failure or delay to perform any of its obligations under the Contract.

5. Fees and Payment

5.1 The fees shall be calculated in accordance with the Teagasc ConnectEd schedule of fees, which are published on the Teagasc ConnectEd website.

5.2 Teagasc reserves the right to increases its fees, provided that such fees cannot be increased more than once in any 12 month period. Teagasc will give you written notice of such an increase 30 days before the proposed date of increase. If such increase is not acceptable to you, you must notify Teagasc in writing within 30 days of the date of Teagasc’s notice and Teagasc shall have the right to terminate the contract immediately.

5.3 Teagasc shall invoice you on an annual basis in advance and all invoices must be paid within 20 calendar days and prior to the provision of any Services.

5.4 Where any invoice is not paid by the due date as set out in condition 5.3 above. Teagasc reserves the right to cease or suspend the provision of Services to you and to terminate the Contract with immediate effect. Further, where you fail to make payment due to Teagasc by the due date for payment Teagasc reserves the right to charge you interest on the overdue amount at the pursuant to the European Communities (Late Payment in Commercial Transactions) Regulations 2012.

6. Intellectual Property Rights

6.1 All intellectual property rights in or arising out of or in connection with the Services shall be owned by Teagasc.

6.2 All materials used by Teagasc in connection will the supply of the Services shall be the exclusive property of Teagasc and you shall not provide a copy of any such material to any third party without the prior written consent of Teagasc.

7. Limitation of Liability

7.1 Nothing in these Conditions shall limit or exclude Teagasc’s liability for:

(a) Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors

(b) Fraud or fraudulent misrepresentation

7.2 Subject to clause 7.2

(a) Teagasc shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

(b) Teagasc's total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence) breach of statutory duty, or otherwise, shall in no circumstances exceed the fees paid by you to Teagasc under this Contract.

7.3 The information is provided to you by Teagasc as part of the Services must be used in accordance with the Teagasc ConnectEd Members Code. Teagasc accepts no responsibility for any loss arising to any third party as a result of a breach by you of this condition 7.3.

8. Termination

8.1 Without limiting any other right or remedy Teagasc has the right to terminate the Contract by giving you 30 days written notice.

8.2 Without limiting any other right or remedy Teagasc may terminate the Contract with immediate effect if you:

(a) Commit a breach of any term of the Contract and (if such a breach is capable of remedy) fail to remedy that breach within 14 days of being notified in writing to do so.

(b) If you fail to pay any amount due by the due date for payment

(c) If Teagasc is incapable of performing the Services as a result of any change in governmental or European Union policy

(d) Being a company you have a liquidator, receiver or examiner appointed to you or being an individual you are the subject of a bankruptcy petition, or are unable to pay your debts as they fall due.

8.3 Upon termination you shall:

(a) immediately pay to Teagasc all of Teagasc’s outstanding invoices and interest and in respect of Services supplied but for which no invoice has been submitted, Teagasc shall submit an invoice, which shall be payable by you immediately on receipt

(b) Return to Teagasc all materials owned or supplied to you by Teagasc

9. Force Majeure

9.1 For the purposes of the Contract, a Force Majeure Event means an event beyond the control of Teagasc including but not limited to strikes , lockouts or other industrial disputes (whether involving the workforce of Teagasc or any other party) failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers, agents or sub-contractors.

9.2 Teagasc shall not be liable to you as a result of any delay or failure to perform its obligations under this Contract as a result of Force Majeure Event.

9.3 If the Force Majeure Event prevents Teagasc from providing any of the Services for more than 4 weeks, Teagasc shall, without limiting any other rights or remedies, have the right to terminate this Contract immediately by giving written notice to you.

10. Confidentiality and Conflicts

10.1 Teagasc will not share your information, without your consent, with any third party unless required by law to do so.

10.2 Notwithstanding condition 10.1, Teagasc may share your information with the Controller and Auditor General for the purposes of audit or with external consultants it engages to review the Services or in order to comply with its duties under the Freedom of Information Act 2002.

10.3 Teagasc reserves the right to terminate the Contract and/or cease or suspend the provision of the Services where a conflict arises between you and another client of Teagasc. Teagasc accepts no liability for any losses arising to you as a result of condition 10.3.

10.4 Teagasc may communicate with you electronically and you accept the risks associated with such communications. Teagasc shall have no liability to you arising out of any accidental or deliberate interception or corruption that may occur in the transmission of any electronic message to you.

11. Complaints and Dispute Resolution

11.1 In the event that you have a complaint regarding the Services, you must first refer that complaint to the Teagasc ConnectEd Programme manager. In the event that the Teagasc ConnectEd Programme manager does not resolve the complaint to your satisfaction within 30 days of receiving notice of it, you can then refer your complaint to the Director of Knowledge Transfer.

11.2 Notwithstanding condition 11.1, you at all times have the right to refer any complaint to the Office of the Ombudsman.

11.3 In the event that your complaint is not resolved to your satisfaction having followed the procedure in conditions 11.1 and 11.2 above or if any dispute arises out of our in connection with this agreement or the performance, validity or enforceability of it (the Dispute) then the parties shall refer the dispute to arbitration conducted in accordance with the rules of the Chartered Institute of Arbitrators.

12. General

12.1 You shall not, without the prior written consent of Teagasc, assign, transfer, subcontract any or all of your rights or obligations under the Contract.

12.2 Teagasc may at any time assign, transfer, subcontract, or deal in any other manner with all or any of its rights under the Contract. Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

12.3 This contract is governed by the laws of Ireland and the parties shall submit to the exclusive jurisdiction of the Irish Courts.