Terms of Service

These Terms of Service ("Terms") govern the provision of services by Celtic Horizon Solutions Limited ("we", "us", "our") and the use of any related services by the client, customer, or other party engaging our services ("you", "your"). By requesting, accepting, or using any services provided by Celtic Horizon Solutions Limited, you agree to be bound by these Terms.

1. Introduction and acceptance of terms

These Terms constitute a binding agreement between you and Celtic Horizon Solutions Limited, having its registered business address at Unit 4, Clare Road Business Park, Clare Road, Dublin 12, D12 X7F2, Ireland. If you do not agree to these Terms, you must not engage our services or continue using them.

You confirm that:

• you have the authority to enter into a legally binding agreement;
• all information you provide to us is accurate, complete, and kept up to date; and
• you will comply with these Terms and all applicable laws and regulations.

2. Scope of services

Celtic Horizon Solutions Limited provides regional business support and administration services, including but not limited to:

• regional business support and administration;
• local delivery coordination;
• customer service outsourcing;
• field operations management;
• appointment scheduling and dispatch; and
• supplier and account coordination.

The exact scope, deliverables, timelines, service levels, and fees for any engagement may be set out in a written proposal, service order, statement of work, email confirmation, or other agreed instruction. In the event of a conflict, the specific written service agreement shall prevail over these Terms to the extent of the inconsistency.

Unless expressly agreed in writing, we do not provide legal, tax, financial, or regulated professional advice. Any operational support we provide is limited to administrative and coordination functions.

3. User obligations and responsibilities

You agree to cooperate fully and in good faith with Celtic Horizon Solutions Limited to enable us to perform the services efficiently and safely. Your responsibilities include, without limitation:

• providing timely instructions, approvals, access, and information necessary for service delivery;
• ensuring that any materials, data, customer records, delivery details, supplier information, and operational instructions supplied to us are lawful, accurate, and not misleading;
• obtaining all consents, permissions, and authorisations required for us to process data or contact third parties on your behalf, where applicable;
• ensuring that your use of our services does not infringe any law, contract, or third-party right;
• maintaining your own records, insurance, and back-up procedures as appropriate to your business;
• not using our services for fraudulent, unlawful, abusive, defamatory, discriminatory, or harmful activity; and
• promptly notifying us of any error, issue, complaint, delay, or security concern relating to the services.

You are responsible for any decisions you make based on the services or information we provide, unless otherwise required by applicable law or expressly agreed in writing.

4. Payment terms and conditions

Fees, billing cycles, payment methods, and any applicable taxes will be agreed in the relevant service proposal, invoice, or written agreement. Unless otherwise stated:

• all invoices are payable in full within the period specified on the invoice;
• amounts are exclusive of applicable taxes, levies, duties, and bank charges, unless stated otherwise;
• we may suspend or pause services if payment is overdue;
• you are responsible for all reasonable costs incurred in collecting overdue amounts, including legal and collection costs where permitted by law; and
• we may charge interest on late payments at the maximum rate permitted by applicable law, or if no rate is specified by law, at a reasonable commercial rate.

Unless expressly agreed otherwise, fees for completed services are non-cancellable and non-refundable. Any estimate provided by us is based on the information available at the time and may be revised if the scope, timing, volume, urgency, or complexity of the work changes.

You may not withhold, set off, or deduct any payment except where required by applicable law or expressly agreed in writing by Celtic Horizon Solutions Limited.

5. Cancellation and refund policy

You may cancel a service engagement by providing written notice to Celtic Horizon Solutions Limited at the contact details listed below. Cancellation terms may vary depending on the nature of the service and any specific agreement between the parties.

• Where services have not yet commenced, cancellation may be accepted without charge unless we have already incurred costs or reserved resources.
• Where services have commenced, you will be charged for all work completed, costs incurred, and any non-recoverable commitments made on your behalf.
• Any prepaid fees may be partially refundable only to the extent expressly stated in the relevant service agreement or required by applicable law.
• Refunds, if any, will be made using the original payment method where reasonably practicable.

We may cancel or suspend services immediately if you breach these Terms, fail to pay amounts due, provide unlawful instructions, or create a risk to our staff, contractors, systems, or reputation. In such circumstances, no refund will be due for services already performed or committed costs already incurred, except where required by applicable law.

6. Liability limitations

To the maximum extent permitted by applicable law, Celtic Horizon Solutions Limited shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary loss or damage, including loss of profit, loss of revenue, loss of business, loss of opportunity, business interruption, loss of goodwill, or loss of data, arising from or in connection with the services or these Terms.

To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with any service engagement, whether in contract, tort, negligence, misrepresentation, breach of statutory duty, or otherwise, shall be limited to the total fees paid or payable by you to Celtic Horizon Solutions Limited for the specific services giving rise to the claim during the three (3) months immediately preceding the event giving rise to the claim, unless a lower or higher limit is required by law or expressly agreed in writing.

Nothing in these Terms excludes or limits liability where such exclusion or limitation would be unlawful, including liability for fraud, wilful misconduct, or any other liability that cannot legally be excluded.

We do not guarantee uninterrupted, error-free, or fully secure service delivery, nor do we guarantee the performance of third-party suppliers, carriers, platforms, systems, or personnel outside our direct control.

7. Intellectual property rights

All intellectual property rights in our methods, templates, systems, processes, workflows, documentation, software configurations, and materials used or developed by Celtic Horizon Solutions Limited remain our property or that of our licensors, unless otherwise agreed in writing.

Upon full payment of all applicable fees, you are granted a limited, non-exclusive, non-transferable, revocable licence to use any deliverables created specifically for you solely for your internal business purposes, unless the relevant agreement states otherwise.

You must not copy, reproduce, modify, distribute, sell, sublicense, reverse engineer, or otherwise exploit our intellectual property except as expressly permitted in writing.

You warrant that any content, data, or materials you supply to us do not infringe the intellectual property rights of any third party and that you have all necessary rights to provide such materials for our use in performing the services.

8. Data protection and privacy

Celtic Horizon Solutions Limited is committed to handling personal data responsibly and in accordance with applicable data protection laws. Where we process personal data in connection with the services, we will do so only for lawful business purposes and, where relevant, in accordance with agreed instructions.

• We may collect, use, store, transfer, and disclose personal data as necessary to provide, manage, invoice for, and improve our services.
• You are responsible for ensuring that you have a lawful basis to share personal data with us and for providing any required notices or consents to data subjects.
• We may engage trusted service providers or subcontractors where necessary for service delivery, subject to appropriate confidentiality and data protection safeguards.
• We will take reasonable technical and organisational measures to protect personal data against unauthorised access, loss, misuse, or alteration.

If a separate privacy policy, data processing agreement, or confidentiality arrangement applies, those documents will supplement these Terms and prevail in the event of inconsistency regarding personal data processing, to the extent permitted by law.

9. Force majeure

Neither party shall be liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to acts of God, severe weather, fire, flood, epidemic, pandemic, labour disputes, transport disruptions, telecommunications failures, power outages, governmental action, civil unrest, terrorism, war, or failure of third-party suppliers or systems.

The affected party shall notify the other party as soon as reasonably practicable and use reasonable efforts to mitigate the impact of the force majeure event. If the event continues for an extended period, either party may terminate the affected services on written notice, subject to payment for services already performed and costs already incurred.

10. Changes to terms

We may update or revise these Terms from time to time to reflect operational, legal, regulatory, or business changes. Any revised Terms will take effect upon publication or on the date stated in the updated version.

Where reasonably practicable, we will notify you of material changes by email or other appropriate communication. Your continued use of the services after the effective date of the updated Terms constitutes your acceptance of the revised Terms.

11. Applicable law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them, their subject matter, or their formation shall be governed by and construed in accordance with the laws applicable in Ireland, without regard to conflict of law principles, to the extent permitted by law.

Subject to any mandatory legal rights that cannot be excluded, the courts of Ireland shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.

12. Contact information

If you have any questions, concerns, notices, or complaints regarding these Terms or our services, please contact:

• Celtic Horizon Solutions Limited
• Unit 4, Clare Road Business Park, Clare Road, Dublin 12, D12 X7F2, Ireland
• Email: [email protected]
• Phone: +353 1 497 8264

13. Severability clause

If any provision of these Terms is held to be invalid, illegal, void, or unenforceable by a court or competent authority, that provision shall be severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

Where any invalid or unenforceable provision can be modified to make it valid and enforceable while preserving its commercial intent, the parties agree that the provision shall be interpreted accordingly to the fullest extent permitted by law.

These Terms constitute the entire agreement between you and Celtic Horizon Solutions Limited regarding the subject matter herein and supersede any prior discussions, representations, or understandings relating to the same subject matter, except where a separate written agreement expressly states otherwise.