Legal terms.

1. Definitions

In these Terms, the following words have the meanings below:

• Copperchunk Ltd / the Contractor means Copperchunk Ltd, a private limited company registered in Ireland, trading via copperchunk.com and related Copperchunk websites.
• Client means the individual or organisation that engages the Contractor for Services.
• Services means the digital marketing, analytics, tracking, automation, technical SEO or related work agreed in writing, including by email or project brief.
• Deliverables means any work product, reports, materials, code, configuration or documentation produced as part of the Services.
• Fees means the amounts payable by the Client for the Services.

2. The agreement

These Terms apply to all Services provided by the Contractor. By instructing the Contractor to begin work, whether in writing, verbally or by payment, the Client agrees to these Terms in full.

Where a separate project brief, proposal, statement of work or written agreement is agreed, that document forms part of the agreement and takes precedence over these Terms if there is a conflict.

3. Services

The Contractor will provide the Services described in the agreed project brief or proposal, using reasonable skill and care and in accordance with generally accepted professional standards.

The Contractor may subcontract part of the Services where useful, provided the Contractor remains responsible for the quality and delivery of the work.

The Contractor does not guarantee specific outcomes such as search rankings, conversion rates, advertising performance, platform approval or revenue unless explicitly stated in writing.

4. Client responsibilities

The Client agrees to provide timely access to platforms, accounts, tools and information reasonably required to carry out the Services.

The Client is responsible for reviewing and responding to queries or approval requests within a reasonable timeframe, and for making sure that any data, instructions or materials supplied to the Contractor do not infringe third-party rights or applicable law.

Delays caused by missing access, late feedback or incomplete materials may affect delivery timelines. The Contractor is not liable for such delays.

5. Fees and payment

Fees are as stated in the project brief, proposal, invoice or email agreement and are exclusive of VAT unless otherwise stated. VAT will be added where applicable at the prevailing rate.

Unless otherwise agreed in writing, payment is due upfront before work commences. For ongoing or larger engagements, a milestone payment schedule may be agreed.

The Contractor may pause or withhold work if payment is overdue by more than 14 days.

Invoices unpaid after 30 days from the due date may attract interest at 8 percentage points above the European Central Bank main refinancing rate, in accordance with the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580 of 2012).

6. Changes and cancellation

Any changes to the agreed scope must be requested in writing. The Contractor will confirm whether additional Fees apply before proceeding.

If the Client cancels the engagement after work has commenced, the Client remains liable for Fees proportionate to the work completed. Any upfront payment for work not yet started will be refunded, less any reasonable costs already incurred.

The Contractor may terminate the engagement immediately if the Client breaches these Terms, acts unreasonably or harmfully, or fails to make payment. In such cases, Fees for work completed to date remain payable.

7. Intellectual property

Upon receipt of full payment, ownership of Deliverables produced specifically for the Client transfers to the Client, unless otherwise agreed in writing.

The Contractor retains ownership of all tools, templates, methodologies, pre-existing materials and know-how used in delivering the Services. Nothing in these Terms grants the Client a licence to the Contractor's underlying intellectual property beyond what is reasonably required to use the Deliverables.

The Contractor may refer to the Client's name and describe the nature of the Services for portfolio and marketing purposes, unless the Client requests otherwise in writing.

8. Confidentiality

Each party agrees to keep the other's confidential information, including business data, pricing and technical details, strictly confidential and not to disclose it to a third party without prior written consent, except as required by law.

This obligation survives the termination of the engagement.

9. Limitation of liability

The Contractor's total liability to the Client for any claim arising out of or in connection with the Services is limited to the total Fees paid by the Client for the relevant engagement.

The Contractor is not liable for any indirect, consequential or special loss, including loss of profit, loss of data or reputational damage, even if such loss was foreseeable.

Nothing in these Terms limits liability for fraud, death or personal injury caused by negligence.

10. Governing law

These Terms and any dispute arising from them are governed by the laws of the Republic of Ireland. Both parties agree to submit to the exclusive jurisdiction of the courts of Ireland. Where the Client is located in another EU member state, applicable EU consumer or commercial law protections are not affected by this clause.

Questions

Questions about these Terms can be sent to [email protected].