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Terms of Service

How we work together

Effective date: 6 February 2026

Overview

These terms govern your use of the Website and outline the general conditions under which Realign provides strategic advisory services, in accordance with the European Communities (Directive 2000/31/EC) Regulations 2003 (S.I. No. 68/2003) and the European Communities (Provision of Services) Regulations 2010 (opens in a new tab) (S.I. No. 533/2010), transposing Directive 2006/123/EC on services in the internal market.

Realign is a sole trader strategic advisory practice operated by Ro Mascia, based at 2 Connell Street, Lapps Quay, Cork, Cork, T12 WF82, Ireland (Business Name Registration No. 779040 VAT exempted). Realign is currently exempt from Value Added Tax (VAT) registration under Irish law, as turnover is below the applicable threshold set by the Value-Added Tax Consolidation Act 2010 (opens in a new tab). Contact: legal@realign.ie.

By using this website or engaging our services, you agree to these terms. If you do not agree, please do not use the site.

Definitions

In these terms:

  • “Realign,” “we,” “us,” “our” refers to the business trading as Realign (Business Name Registration No. 779040), including its owner, employees, and contractors acting on its behalf.
  • “Client,” “you,” “your” refers to the individual, company, or organisation engaging Realign’s services or using this website.
  • “Consumer” refers to an individual acting outside their trade, business, craft, or profession, as defined under the Consumer Rights Act 2022 (opens in a new tab).
  • “Services” refers to the strategic advisory services provided by Realign, as described on this website and defined in the applicable Statement of Work.
  • “SOW” (Statement of Work) refers to the signed agreement between Realign and the client that defines the scope, deliverables, timelines, fees, and specific terms of an engagement.
  • “Engagement” refers to any period of work undertaken by Realign for a client, as governed by the applicable SOW.
  • “Deliverables” refers to the tangible outputs produced by Realign under an engagement, as defined in the SOW.
  • “Confidential Information” refers to any non-public information disclosed by either Party during an engagement, including but not limited to business strategies, financial data, technical documentation, proprietary processes, trade secrets, and any materials marked or reasonably understood to be confidential.
  • “Intellectual Property” refers to all patents, copyrights, trademarks, trade secrets, know-how, designs, methodologies, and any other intellectual property rights, whether registered or unregistered.
  • “Realign IP” refers to Realign’s pre-existing frameworks, templates, methodologies, tools, and any other intellectual property owned by Realign prior to or independently of a specific engagement.
  • “Business Day” refers to any day other than a Saturday, Sunday, or public holiday in Ireland.
  • “Website” refers to any website operated by Realign, including but not limited to www.realign.ie (opens in a new tab), together with any subdomains or additional domains used by Realign from time to time.
  • “Personal Data” has the meaning given to it under Article 4(1) of the General Data Protection Regulation (EU 2016/679) and the Data Protection Act 2018 (opens in a new tab).
  • “Data Protection Laws” refers to the General Data Protection Regulation (EU 2016/679), the Data Protection Act 2018 (opens in a new tab), the ePrivacy Directive as transposed into Irish law, and any successor or amending legislation.
  • “Force Majeure Event” refers to any event beyond the reasonable control of the affected Party, including but not limited to: natural disasters, pandemic(s), epidemic(s), government action or regulation, war, terrorism, civil unrest, power or internet failure, cyberattack, or any other cause that could not reasonably have been foreseen or prevented.
  • “Change Order” refers to a written amendment, agreed and signed by both Parties, that modifies the scope, deliverables, timelines, or fees of an existing Statement of Work.
  • “Third-Party Tools” refers to any software, platforms, or services provided by independent third-party providers that Realign may use to assist in the delivery of services, including artificial intelligence and machine learning tools.
  • “Material Breach” refers to a significant failure by either Party to perform a material obligation under these terms or the applicable SOW, including but not limited to: failure to pay fees when due, breach of confidentiality obligations, infringement of intellectual property rights, or any act or omission that substantially deprives the other Party of the benefit of the agreement.
  • “Fees” refers to all amounts payable by the client to Realign under the applicable Statement of Work, including time-based fees and, where agreed, any results-based bonus.
  • “Gross-Up” refers to the obligation of the client to increase any payment to Realign so that the net amount received by Realign, after all withholdings or deductions required by law, equals the full amount that would otherwise have been payable.
  • “Effective Date” refers to the date on which these terms come into effect, as stated at the top of this page. Where a Statement of Work specifies a different effective date, that date applies to the relevant Engagement.
  • “Party” refers to either Realign or the Client individually, and “Parties” refers to both Realign and the Client collectively.
  • “Results-Based Bonus” refers to any additional fee payable by the client to Realign upon the achievement of specific outcomes or results, as defined in the applicable Statement of Work.
  • “DPA” (Data Processing Agreement) refers to the agreement executed between Realign and the client in accordance with Article 28 of the General Data Protection Regulation (EU 2016/679), setting out the terms under which Realign processes Personal Data on behalf of the client.
  • “Acceptance Period” refers to the period of ten (10) Business Days following delivery of a Deliverable, during which the client may review and raise objections in accordance with the Acceptance of Deliverables provisions of these terms.
  • “Sanctions” refers to any trade, economic, or financial sanctions laws, regulations, embargoes, or restrictive measures administered, enacted, or enforced by the European Union, Ireland, the United Nations Security Council, or any other relevant sanctions authority.
  • “Sanctioned” refers to any person, entity, or jurisdiction that is the target of, or is designated under, any applicable Sanctions, including those listed on the EU Consolidated Financial Sanctions List.
  • “Insolvency Event” refers to the appointment of a receiver, examiner, or liquidator; the presentation of a winding-up petition; the inability to pay debts as they fall due within the meaning of the Companies Act 2014 (applied by analogy); entering any voluntary arrangement or composition with creditors; or cessation of trade.
  • “Foreground IP” refers to all intellectual property created by Realign specifically for the client in the course of an Engagement, as distinct from Realign IP.
  • “Privacy Policy” refers to Realign’s privacy policy, available at /privacy, as updated from time to time.
  • “Applicable Law” refers to the laws of Ireland and directly applicable EU regulations, as amended or replaced from time to time.
  • “Losses” refers to all damages, liabilities, costs, charges, expenses (including reasonable legal fees), actions, proceedings, claims, and demands.
  • “Sub-processor” refers to any third party engaged by Realign to process Personal Data on behalf of the client, as further described in Realign’s Privacy Policy and any applicable DPA.
  • “Working Hours” refers to 09:00–17:00 (Irish time) on Business Days.
  • “Subcontractor” refers to any individual or entity engaged by Realign to perform part of the Services under an Engagement, as further described in the Sub-contracting provisions of these terms.
  • “Substitute” refers to a suitably qualified individual engaged by Realign to perform part of the Services on Realign’s behalf, as further described in the Independent Contractor provisions of these terms.
  • “Third-Party Materials” refers to any materials, software, assets, or content owned or licensed by a third party and incorporated into a Deliverable, including open-source software, stock assets, and licensed content.
  • “Transition Assistance” refers to the knowledge transfer, documentation handover, and related support provided by Realign following the termination or expiration of an Engagement, as described in the Transition & Handover provisions of these terms.
  • “Notice” refers to any formal written communication required or permitted under these terms, delivered in accordance with the Notices provisions of these terms.
  • “Cure Period” refers to the period of fourteen (14) Business Days following receipt of a written notice of Material Breach, during which the breaching Party may remedy the breach before the non-breaching Party may exercise its right to terminate the Engagement for cause under the Termination provisions of these terms.
  • “Permitted Disclosees” refers to the receiving Party’s employees, contractors, subcontractors, and professional advisors (including lawyers and accountants) who have a strict need to know and who are bound by confidentiality obligations no less protective than those set out in these terms.
  • “Client IP” refers to all intellectual property owned by or licensed to the client prior to or independently of an Engagement, including any patents, copyrights, trademarks, trade secrets, designs, and other intellectual property rights, whether registered or unregistered.
  • “Client Materials” refers to all documents, data, information, content, and materials provided by the client to Realign for the purposes of an Engagement, including but not limited to Client IP.
  • “Dispute” refers to any claim, controversy, or disagreement arising out of or in connection with these terms, any Statement of Work, or any Engagement between the Parties.
  • “Permitted Purpose” refers to the specific purpose for which Deliverables were provided, as defined in the applicable Statement of Work. Where no specific purpose is stated, it means the client’s own internal business operations directly related to the subject matter of the Engagement.

Interpretation

Section headings in these terms are for convenience only and shall not affect their interpretation.

References to legislation include any amendments, re-enactments, or successor legislation in force from time to time.

The words “including,” “includes,” and “such as” are illustrative and shall mean “including but not limited to.”

References to “writing” or “written” include communications by email, in accordance with the Electronic Communications provisions of these terms.

References to “days” mean calendar days unless “Business Days” is expressly specified.

The English-language version of these terms shall prevail in the event of any conflict with a translation into any other language.

Words in the singular include the plural and vice versa.

References to a “person” include any individual, body corporate, partnership, unincorporated association, government body, or other legal entity.

Any obligation on a Party not to do something includes an obligation not to allow or cause that thing to be done.

Services & engagements

All paid engagements are governed by a signed Statement of Work (SOW) between Realign and the client. The SOW defines scope, deliverables, timelines, fees, and any terms specific to that engagement.

Where the SOW includes terms that differ from these general terms, the SOW takes precedence.

Order of precedence: In the event of any conflict or inconsistency between the documents governing an Engagement, the following order of precedence shall apply (highest to lowest): (1) Change Order; (2) Statement of Work (including any DPA annexed thereto); (3) these Terms of Service; (4) Privacy Policy.

Prevailing terms: These terms, together with the applicable SOW and any Change Orders, constitute the sole terms governing the Engagement. Any conflicting or additional terms contained in client-issued documentation — including purchase orders, vendor forms, or onboarding documents — shall have no effect unless expressly accepted by Realign in writing.

Nothing on this website constitutes a contractual offer or obligation to deliver services.

Capacity and acceptance: Realign reserves the right to decline any engagement at its sole discretion. Acceptance of an engagement is subject to availability and is confirmed only upon execution of a Statement of Work.

Consumer rights: Where services are provided to consumers, the provisions of the Consumer Rights Act 2022 (opens in a new tab) and the European Union (Consumer Information, Cancellation and Other Rights) Regulations 2013 (S.I. No. 484/2013 (opens in a new tab)), transposing Directive 2011/83/EU (opens in a new tab) on consumer rights, apply. In particular, consumers have the right to cancel a distance contract within 14 days of entering into it, in accordance with Part 5 of the Consumer Rights Act 2022. To exercise this right, send written notice stating your wish to cancel to legal@realign.ie within the cancellation period. A refund will be issued within 14 days of receiving your cancellation notice, using the same means of payment used for the original transaction, unless you expressly agree otherwise. A model cancellation form, as set out in the Schedule to S.I. No. 484/2013 (opens in a new tab), is available at /cancellation or on request, and may be used for this purpose.

Where the client is a Consumer, no term of these Terms of Service shall operate to exclude or restrict any right or remedy available under the European Communities (Unfair Terms in Consumer Contracts) Regulations 1995 (S.I. No. 27/1995 (opens in a new tab)).

Independent contractor

Realign is an independent contractor. Nothing in these terms or any SOW creates an employment, agency, partnership, or joint venture relationship between Realign and the client. Neither Party has the authority to bind, represent, or act on behalf of the other Party, or to hold itself out as having such authority.

Realign is solely responsible for its own tax obligations, insurance, and compliance with applicable employment and tax law.

Realign is free to provide services to other clients, including clients in the same or related industries. The client has no exclusivity over Realign’s time, resources, or availability, except where expressly agreed in the applicable SOW.

Substitution: Realign may, at its discretion, engage a suitably qualified Substitute to perform any part of the Services, provided such Substitute is bound by confidentiality obligations no less protective than those in these Terms. Realign remains responsible for the quality of work performed by any Substitute.

Equipment: Realign provides its own equipment, tools, and software required to perform the Services. The Client is not required to provide equipment unless otherwise agreed in the SOW.

Insurance

Realign maintains professional indemnity and business insurance (including public and products liability) appropriate to the nature and scope of the Services provided. Details of coverage are available on request and, where required, will be specified in the applicable Statement of Work.

Realign’s insurance coverage does not extend to the client. The client is responsible for maintaining its own insurance arrangements as appropriate to its business activities.

Where required by the client, Realign shall provide a certificate of insurance or evidence of coverage upon reasonable written request. Any minimum coverage requirements specific to an Engagement shall be agreed in the applicable Statement of Work.

No professional advice

Realign provides strategic advisory services. Nothing in these terms, on this website, or in any Deliverable constitutes legal, tax, financial, accounting, or other regulated professional advice. Clients should seek independent professional counsel before making decisions based on Realign’s services or deliverables.

Realign does not hold itself out as a provider of any regulated professional service and accepts no liability for decisions made by the client on the basis of Realign’s advice or deliverables.

Compliance with applicable laws

Each Party shall comply with all applicable laws, regulations, and codes of practice relevant to the performance of its obligations under these terms and any SOW.

Without limiting the generality of the foregoing, both Parties shall comply with all applicable obligations relating to anti-bribery and anti-corruption, anti-money laundering, sanctions, data protection, and modern slavery, as further described in these terms.

Anti-corruption

Both Parties shall comply with all applicable anti-bribery and anti-corruption laws, including the Criminal Justice (Corruption Offences) Act 2018 (opens in a new tab) and, where applicable, any equivalent legislation in the client’s jurisdiction.

Neither Party shall, directly or indirectly, offer, promise, give, or accept any bribe, kickback, or other improper payment or benefit in connection with an Engagement.

A breach of this clause shall constitute a Material Breach entitling the non-breaching Party to terminate the Engagement immediately in accordance with the Termination provisions of these terms.

Anti-money laundering

Both Parties shall comply with all applicable anti-money laundering laws and regulations, including the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 (opens in a new tab) and any subsequent amendments or equivalent legislation in the client’s jurisdiction.

The client represents and warrants that all funds used to pay Fees under any Engagement are derived from legitimate and lawful sources. Realign accepts payments in good faith on this basis.

If it is determined that any payment made to Realign was derived, in whole or in part, from unlawful funds, the client shall: (a) remain liable for all Fees due under the Engagement as if payment had not been made; (b) indemnify and hold harmless Realign for all costs, losses, and expenses (including reasonable legal fees) arising from or in connection with any investigation, proceeding, or regulatory action triggered by the client’s use of unlawful funds; and (c) cooperate fully with Realign and any relevant authority in relation to any such matter.

A breach of this clause shall constitute a Material Breach entitling Realign to terminate the Engagement immediately in accordance with the Termination provisions of these terms.

Sanctions

Both Parties shall comply with all applicable Sanctions, including those administered or enforced by the European Union, Ireland, and the United Nations Security Council.

The client represents and warrants that: (a) it is not a Sanctioned person or entity, and is not owned or controlled by a Sanctioned person or entity; (b) no funds used to pay Fees under any Engagement are derived from, or will be routed through, a Sanctioned person, entity, or jurisdiction; and (c) the client’s use of Realign’s services and Deliverables will not cause Realign to violate any applicable Sanctions.

Realign accepts the client’s representations in good faith. If it is determined that any Engagement or payment involves a Sanctioned person, entity, or jurisdiction, the client shall: (a) remain liable for all Fees due under the Engagement; (b) indemnify and hold harmless Realign for all costs, losses, and expenses (including reasonable legal fees) arising from or in connection with any investigation, proceeding, or regulatory action triggered by the client’s breach of this clause; and (c) cooperate fully with Realign and any relevant authority in relation to any such matter.

A breach of this clause shall constitute a Material Breach entitling Realign to terminate the Engagement immediately in accordance with the Termination provisions of these terms.

Export controls

Both Parties shall comply with all applicable export control laws and regulations, including Regulation (EU) 2021/821 (opens in a new tab) on the control of exports, brokering, technical assistance, transit, and transfer of dual-use items.

The client represents and warrants that it shall not export, re-export, or transfer any Deliverables, technical data, or information received from Realign in violation of any applicable export control laws or regulations.

A breach of this clause shall constitute a Material Breach entitling the non-breaching Party to terminate the Engagement immediately in accordance with the Termination provisions of these terms.

Modern slavery

Both Parties are committed to ensuring that modern slavery, human trafficking, forced labour, and child labour have no place in their operations or supply chains.

Each Party represents and warrants that it is not aware of any circumstances within its own operations or supply chain that would constitute an offence under any applicable modern slavery or human trafficking legislation, including the Criminal Law (Human Trafficking) Act 2008 (opens in a new tab) (as amended) and, where applicable, the Corporate Sustainability Due Diligence Directive (2024/1760) (opens in a new tab).

A breach of this clause shall constitute a Material Breach entitling the non-breaching Party to terminate the Engagement immediately in accordance with the Termination provisions of these terms.

Anti-tax evasion

Both Parties shall comply with all applicable tax laws and shall not engage in any activity, practice, or conduct that would constitute a tax evasion offence or the facilitation of tax evasion, whether under the Criminal Justice (Theft and Fraud Offences) Act 2001 (opens in a new tab), the Taxes Consolidation Act 1997 (opens in a new tab), or any equivalent legislation in the client’s jurisdiction.

Each Party represents and warrants that it has not and shall not facilitate, arrange, or otherwise assist in any act of tax evasion by any person or entity.

A breach of this clause shall constitute a Material Breach entitling the non-breaching Party to terminate the Engagement immediately in accordance with the Termination provisions of these terms.

Protected disclosures

Nothing in these terms or any Statement of Work shall prevent or restrict either Party, its employees, contractors, or subcontractors from making a protected disclosure within the meaning of the Protected Disclosures Act 2014 (opens in a new tab), as amended by the Protected Disclosures (Amendment) Act 2022 (opens in a new tab), or any equivalent whistleblower protection legislation in the client’s jurisdiction.

No confidentiality, non-disparagement, or other obligation under these terms shall operate to prohibit, limit, or penalise any person from reporting suspected wrongdoing to a relevant authority in accordance with applicable law.

Conflict of interest

Realign may work with other clients in similar or related industries. Realign shall not use any client’s Confidential Information for the benefit of another client or any third party.

Where Realign becomes aware of a material conflict of interest that may affect its ability to perform services objectively, Realign will disclose the conflict to the client in writing and, where necessary, agree on appropriate safeguards or recuse itself from the affected part of the Engagement.

Client obligations

To enable Realign to deliver services effectively, the client agrees to:

  • Provide timely access to relevant information, systems, data, and personnel as reasonably required by the engagement
  • Respond to requests for articleback, review, or approval within the timeframes agreed in the SOW
  • Ensure the accuracy and completeness of information provided to Realign
  • Designate a primary point of contact for the duration of the engagement

Authority and approvals: The client represents and warrants that it has obtained all necessary internal approvals, budget authorisations, and decision-making authority required to enter into and perform its obligations under the applicable Statement of Work. Realign shall not be liable for any delay, loss, or cost arising from the client’s failure to secure such internal approvals or authorisations.

Delays or failures arising from the client’s inability to fulfil these obligations shall not constitute a breach by Realign, and may result in adjusted timelines or additional fees as agreed in writing.

Timeline adjustment: Where a client delay exceeds five (5) Business Days beyond an agreed deadline for the provision of information, articleback, access, or approval, Realign may adjust the project timeline on a day-for-day basis and, where the delay materially affects the scope or cost of delivery, re-quote the affected portion of the Engagement. Any revised timeline or fees shall be confirmed in writing before work resumes.

Health & safety

Where Realign personnel attend the client’s premises in connection with an Engagement, the client shall be responsible for ensuring a safe working environment in accordance with the Safety, Health and Welfare at Work Act 2005 (opens in a new tab) and any applicable health and safety legislation in the client’s jurisdiction.

Realign personnel shall comply with reasonable site-specific health and safety rules communicated by the client in advance or upon arrival at the client’s premises.

Change orders

Any change to the scope, deliverables, timelines, or fees of an Engagement must be documented in a written Change Order, agreed and signed by both Parties, before taking effect.

No informal communication — including emails, verbal discussions, or messages — shall constitute a binding change to an existing SOW unless subsequently confirmed in a signed Change Order.

Each Change Order shall reference the original SOW it amends and describe the agreed modifications. All other terms of the SOW and these terms remain in full force and effect unless expressly modified by the Change Order.

Where a Change Order results in additional fees, Realign shall provide an estimate prior to execution. Work under the Change Order shall not commence until both Parties have agreed and signed the Change Order.

Sub-contracting

Realign may engage subcontractors to assist in the delivery of services. Where the client requires prior disclosure of subcontractors, such requirement must be specified in the SOW. In all cases, the client may request disclosure of subcontractors prior to signing the applicable SOW.

Any subcontractors are engaged by and are solely the responsibility of Realign. The client has no contractual or legal relationship with Realign’s subcontractors.

Realign remains fully responsible for the quality of all work delivered, regardless of whether it is performed by Realign directly or by a subcontractor.

All subcontractors are bound by confidentiality obligations no less protective than those set out in these terms.

Non-solicitation

During an Engagement and for a period of twelve (12) months following its termination or expiration, neither Party shall directly or indirectly solicit, recruit, or hire any employee, contractor, or subcontractor of the other Party who was involved in the Engagement, without the prior written consent of that Party.

This restriction does not apply to individuals who respond to general public job advertisements not specifically targeted at personnel of the other Party.

Non-circumvention

Where Realign introduces the client to third parties — including but not limited to subcontractors, partners, vendors, or other contacts — the client agrees not to engage, contract with, or transact directly with those third parties in relation to services substantially similar to those provided by Realign, without Realign’s prior written consent.

This obligation applies during the Engagement and for a period of twelve (12) months following its termination or expiration.

Where the client wishes to engage a third party introduced by Realign, the Parties may agree to a referral fee or commission arrangement in writing. Any such arrangement shall be documented in the SOW or a separate written agreement.

Non-compete

The client may request that Realign refrain from providing services to a direct competitor of the client during the term of an Engagement. Any such restriction must be agreed in writing in the applicable Statement of Work.

Realign shall consider such requests in good faith. However, Realign shall not accept any non-compete restriction that would, in its reasonable judgement, materially threaten its ability to sustain its business operations or commercial viability.

Any agreed non-compete restriction shall be limited in scope, duration, and geography to what is reasonably necessary to protect the client’s legitimate business interests, and shall be proportionate in accordance with Irish and EU competition law, including the Competition Act 2002 (opens in a new tab) (as amended) and Articles 101 and 102 TFEU (opens in a new tab).

In the absence of an express non-compete provision in the SOW, Realign remains free to provide services to any client, including clients in the same or related industries, subject to its obligations under the Confidentiality and Conflict of Interest provisions of these terms.

Payment

All invoices are issued in EUR and are payable within 30 days of the invoice date, unless otherwise agreed in the SOW.

Advance payment: Unless otherwise specified in the SOW, Realign may require an advance payment of up to thirty percent (30%) of the estimated Engagement Fees prior to commencement of work. Advance payments are non-refundable to the extent that they cover Services already performed.

Currency and transfer costs: All payments must be received by Realign in the full invoiced amount in EUR. The client bears all bank charges, intermediary fees, and currency conversion costs. Any shortfall resulting from foreign exchange fluctuations or deductions by the client’s bank shall remain payable by the client.

Late payments are subject to interest in accordance with the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580/2012 (opens in a new tab)), as amended by S.I. No. 281/2016 (opens in a new tab), transposing Directive 2011/7/EU (opens in a new tab) on combating late payment in commercial transactions, and the Prompt Payment of Accounts Act 1997 (opens in a new tab), at the European Central Bank reference rate plus 8 percentage points per annum. A fixed recovery cost of €40 per overdue invoice may also apply, together with reasonable costs of collection where the fixed amount does not cover the actual recovery costs incurred.

All fees are payable in full without deduction, withholding, or set-off of any kind, unless otherwise agreed in writing or required by law.

Unless otherwise specified in the SOW, all fees are inclusive of expenses. Where a SOW provides for the reimbursement of reasonable expenses (such as travel, specialist tools, or third-party licences), such expenses must be agreed in advance and supported by receipts or reasonable documentation.

Realign reserves the right to suspend the delivery of services if any invoice remains unpaid for more than fourteen (14) Business Days beyond its due date. Realign shall not be liable for any delay or consequence arising from such suspension. Services shall resume promptly upon receipt of all outstanding payments.

Lien on deliverables: Realign may withhold delivery of completed or incomplete Deliverables until all outstanding Fees under the applicable SOW are paid in full.

Gross-up: If any withholding or deduction is required by law on payments due to Realign, the client shall increase the payment so that the net amount received by Realign, after all such withholdings or deductions, equals the full amount that would otherwise have been payable.

Disputed invoices: If the client disputes any invoice in good faith, the client shall notify Realign in writing within ten (10) Business Days of receipt, specifying the grounds for the dispute. Undisputed amounts remain payable on the original due date. The Parties shall use reasonable efforts to resolve any invoice dispute promptly.

Set-off: Realign may set off any amounts owed by the client under any Engagement against any amounts that Realign may owe to the client under any other Engagement or agreement between the Parties.

Audit rights

Realign shall maintain accurate records of time spent on each Engagement for a period of twelve (12) months following the completion or termination of that Engagement.

Upon reasonable written request, and no more than once per Engagement, Realign shall make such records available for review by the client or the client’s authorised representative. Any such review shall be conducted during Working Hours and at the client’s own expense.

This right does not extend to Realign’s internal methodologies, tools, or work product beyond the time records directly relating to the Engagement.

Nothing in this clause limits Realign’s obligation to retain records for the period required by applicable law, including Irish tax and revenue legislation.

Record retention

Realign shall retain all records relating to an Engagement — including contracts, invoices, correspondence, and financial records — for a minimum period of six (6) years following the completion or termination of the Engagement, in accordance with Section 886 of the Taxes Consolidation Act 1997 (opens in a new tab) and any other applicable record-keeping obligations under Irish law.

Where records contain Personal Data, retention shall also comply with the data minimisation principle under the General Data Protection Regulation (EU 2016/679). Personal Data shall not be retained for longer than is necessary for the purposes for which it was collected, unless retention is required by applicable law.

All data retention periods and practices are set out in Realign’s Privacy Policy.

The client is responsible for maintaining its own records of the Engagement, including copies of Deliverables, in accordance with its own legal and regulatory obligations.

Intellectual property

Foreground IP: Upon full payment, Realign hereby assigns to the client all intellectual property rights in the Foreground IP produced under the Engagement, in accordance with Section 23 of the Copyright and Related Rights Act 2000 (opens in a new tab), except as noted below.

Title pending payment: For the avoidance of doubt, legal and beneficial title to Foreground IP shall not vest in the client until all Fees due under the applicable Statement of Work have been received by Realign in full. Until such time, Realign retains all rights, title, and interest in the Foreground IP.

Further assurance: Realign shall, at the client’s reasonable request and expense, execute any documents and perform any acts reasonably necessary to perfect, register, or enforce the assignment of Foreground IP.

Client IP: Any intellectual property provided by the client remains the property of the client at all times. The client grants Realign a non-exclusive, royalty-free licence to use Client IP solely for the purpose of performing the Services during the Engagement.

Realign IP: Realign retains ownership of all Realign IP. Where Realign IP is incorporated into Deliverables, the client receives a perpetual, non-exclusive, royalty-free licence to use it for the Permitted Purpose. This licence is conditional on full payment of all Fees due under the applicable SOW and shall not vest until such payment is received in full.

Deliverables use restriction: Unless otherwise agreed in the SOW, Deliverables are provided for the client’s own internal use only and may not be transferred, sublicensed, or made available to any third party without Realign’s prior written consent.

AI use of Deliverables: The client may use Deliverables as internal inputs to artificial intelligence or machine-learning tools for the client’s own business purposes. The client shall not use Deliverables, or any AI-generated output derived from them, to replicate, reproduce, or substitute the services or methodologies provided by Realign so as to avoid engaging Realign for similar work. This restriction survives the termination or expiration of any Engagement.

Third-Party Materials: Where Deliverables incorporate Third-Party Materials (including open-source software, stock assets, or licensed content), such materials remain subject to their respective licence terms. Realign shall identify any such materials in the relevant Deliverable or SOW. Realign’s IP indemnification does not extend to Third-Party Materials unless expressly stated in the SOW.

Website content: All content on this website — including text, graphics, logos, and code — is the intellectual property of Realign, protected under the Copyright and Related Rights Act 2000 (opens in a new tab), and may not be reproduced without prior written consent.

Moral rights: To the extent permitted by the Copyright and Related Rights Act 2000 (opens in a new tab), Realign waives any moral rights in the Deliverables and shall not assert such rights against the client’s reasonable use of the Deliverables for their intended purpose.

Acceptance of deliverables

Upon delivery of any Deliverable, the client has the Acceptance Period to review it and notify Realign in writing of any material deficiencies or non-conformities with the requirements set out in the SOW.

If no written objection is received within this period, the Deliverable shall be deemed accepted.

Where the client raises a valid objection, Realign shall use reasonable efforts to remedy the identified deficiency within a timeframe agreed by both Parties.

Revision cap: Two (2) rounds of revisions are included per Deliverable. Additional revision rounds are chargeable at Realign’s then-current day rate unless otherwise agreed in the applicable Statement of Work.

Post-acceptance warranty: Where the SOW specifies a warranty period, Realign shall use reasonable efforts to remedy material defects in accepted Deliverables reported within that period, at no additional charge. The duration and scope of any warranty period shall be as defined in the applicable SOW.

Unresolvable deficiencies: If, after reasonable efforts by Realign, a material deficiency in a Deliverable cannot be remedied to conform with the requirements of the SOW, either Party may, by written notice, elect to: (a) accept the Deliverable in its current state, with a proportionate adjustment to the Fees as agreed by both Parties in writing; or (b) terminate the affected portion of the SOW. In the case of termination under this clause, the client shall pay for all work completed up to the date of termination, and Realign shall return or destroy all Client Materials relating to the affected Deliverable in accordance with the Confidentiality provisions of these terms.

Portfolio & case study rights

Realign may reference the client’s name, industry, and a general description of the Engagement in marketing materials, case studies, the Website, and proposals.

The client may request that any such reference be anonymised. Anonymisation requests should be made in writing to legal@realign.ie. Realign will apply anonymisation to source materials in its possession within a reasonable timeframe. However, Realign cannot recall or modify materials already published, distributed, or otherwise in circulation beyond its direct control.

Where an SOW includes specific provisions regarding the use of the client’s name or materials, those provisions take precedence.

Articleback and testimonials: The client may publish testimonials, reviews, or public endorsements about Realign, provided that such statements are accurate, not misleading, and do not disclose Confidential Information. Realign reserves the right to request correction or removal of any published statement that is materially inaccurate or that discloses Confidential Information.

Publicity

Neither Party shall issue a press release, public announcement, or other public statement regarding the Engagement without the other Party’s prior written consent. This restriction does not apply to disclosures required by law or regulation, or to the portfolio and case study rights set out in these terms.

Confidentiality

Both Parties agree to protect all Confidential Information disclosed during an Engagement.

Exclusions: Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was already known to the receiving Party prior to disclosure, as evidenced by written records; (c) is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information; (d) is received from a third party who is not bound by any obligation of confidentiality in respect of that information; or (e) is required to be disclosed by law, regulation, or order of a competent court or regulatory authority, provided the receiving Party gives the disclosing Party prompt written notice (where legally permitted) and cooperates with any reasonable efforts to limit or protect the scope of such disclosure.

Confidential Information shall not be disclosed to third parties without the prior written consent of the disclosing Party, except where required by law or by order of a competent court.

Notwithstanding the foregoing, either Party may disclose Confidential Information to its Permitted Disclosees, provided that such persons are bound by confidentiality obligations no less protective than those set out in these terms.

This obligation survives the termination or expiration of any engagement and continues for a period of three (3) years thereafter, unless a longer period is specified in the SOW. Obligations relating to trade secrets shall survive indefinitely, or for as long as the information retains its character as a trade secret under the European Union (Protection of Trade Secrets) Regulations 2018 (S.I. No. 188/2018 (opens in a new tab)), transposing Directive (EU) 2016/943 (opens in a new tab).

Return and destruction: Upon termination or expiration of an Engagement, each Party shall, at the disclosing Party’s election, within thirty (30) days of the disclosing Party’s written request, return or destroy all Confidential Information of the other Party in its possession, including all copies, notes, and derivative materials. The receiving Party shall, upon request, certify in writing that it has complied with this obligation. This requirement does not apply to Confidential Information that must be retained under applicable law or regulation, or to copies retained in routine backup systems, provided such retained information remains subject to the confidentiality obligations of these terms.

Security: Each Party shall implement and maintain appropriate technical and organisational measures to protect the other Party’s Confidential Information against unauthorised access, alteration, disclosure, or destruction.

Where a SOW includes specific confidentiality provisions, those provisions take precedence.

Data processing

Where Realign processes Personal Data on behalf of the client in the course of an Engagement, Realign acts as a data processor within the meaning of Article 28 of the General Data Protection Regulation (EU 2016/679) (opens in a new tab) and the Data Protection Act 2018 (opens in a new tab).

In such cases, the Parties shall execute a Data Processing Agreement (DPA) as part of, or as an annex to, the applicable Statement of Work. The DPA shall set out the nature and purpose of the processing, the categories of data subjects and Personal Data, and the specific obligations and rights of each Party.

Until a DPA is executed, Realign shall process Personal Data only in accordance with the client’s documented instructions and shall apply appropriate technical and organisational measures to protect such data.

Breach notification: In the event of a Personal Data breach, Realign shall notify the client without undue delay and in any event within seventy-two (72) hours of becoming aware of the breach, in accordance with Article 33 of the General Data Protection Regulation (EU 2016/679). For further details on data breach handling, see Realign’s Privacy Policy.

Upon termination or expiration of an Engagement, Personal Data shall be returned or deleted in accordance with the DPA. In the absence of a DPA, Realign shall delete or return Personal Data within thirty (30) days of a written request from the client, unless retention is required by applicable law. For further details on data retention, see Realign’s Privacy Policy.

International data transfers: Where the delivery of Services requires the transfer of Personal Data to a country outside the European Economic Area (EEA) that has not received an adequacy decision from the European Commission, such transfers shall be made in accordance with Chapter V of the General Data Protection Regulation (EU 2016/679) (opens in a new tab), using appropriate safeguards such as Standard Contractual Clauses approved by the European Commission. Further details are set out in Realign’s Privacy Policy and, where applicable, the DPA.

Data subject requests: Realign shall, to the extent reasonably practicable, assist the client in responding to requests from data subjects exercising their rights under Articles 15 to 22 of the General Data Protection Regulation (EU 2016/679) (opens in a new tab), where such requests relate to Personal Data processed by Realign on behalf of the client. The scope and cost of such assistance shall be as set out in the applicable DPA or, in the absence of a DPA, as agreed between the Parties in good faith.

Sub-processors: Realign shall not engage any Sub-processor to process Personal Data on behalf of the client without the client’s prior written authorisation, in accordance with Article 28(2) of the General Data Protection Regulation (EU 2016/679) (opens in a new tab). Where the client provides general written authorisation, Realign shall inform the client of any intended changes concerning the addition or replacement of Sub-processors, giving the client the opportunity to object to such changes. All Sub-processors shall be bound by data protection obligations no less protective than those set out in these terms and any applicable DPA.

Non-disparagement

During an Engagement and following its termination or expiration, neither Party shall make any public statement or communication that is intended to, or could reasonably be expected to, disparage, discredit, or damage the reputation of the other Party or its personnel.

This obligation does not restrict either Party from making truthful statements required by law, regulation, or legal proceeding, or from providing honest articleback in private professional contexts.

Warranties

Realign will perform all services with reasonable skill, care, and diligence in accordance with Section 39 of the Sale of Goods and Supply of Services Act 1980 (opens in a new tab) and Part 4 (in particular Section 120) of the Consumer Rights Act 2022 (opens in a new tab).

The website and its content are provided on an “as is” and “as available” basis. While we make reasonable efforts to ensure accuracy, Realign makes no warranties or representations regarding the completeness, reliability, or suitability of the information on this website.

Nothing in these terms affects any statutory rights that cannot be excluded or limited under Irish law, including those arising under the Consumer Protection Act 2007 (opens in a new tab).

Client warranties: The client represents and warrants that: (a) it has full power and authority to enter into the SOW and to perform its obligations under these terms; (b) all information and materials provided to Realign are accurate and complete to the best of the client’s knowledge; (c) the use of any materials, data, or content provided by the client will not infringe the intellectual property rights or other rights of any third party; and (d) entering into and performing the SOW does not breach or conflict with any other agreement, obligation, or arrangement to which the client is bound.

Limitation of liability

Realign provides strategic advisory services. We do not guarantee specific business outcomes. Where a results-based bonus is agreed in the SOW, that bonus is payable only if the defined results are achieved.

Fees for time spent delivering services are earned regardless of outcome.

To the fullest extent permitted by Irish law, Realign accepts no liability for any indirect, incidental, special, or consequential loss arising from the use of our services, advice, or deliverables, including but not limited to loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of contract, loss of goodwill, or loss of data. Any decisions made on the basis of our advice are the sole responsibility of the client.

In the event of a court decision or settlement, each Party’s total aggregate liability arising out of or in connection with any engagement shall not exceed the total fees paid or payable by the client under the relevant Statement of Work. This mutual cap does not apply to the client’s obligation to pay fees due under the SOW or to the client’s indemnification obligations under these terms.

The mutual liability cap set out above does not apply to: (a) liability arising from a breach of the Confidentiality provisions of these terms; (b) Realign’s IP indemnification obligations under the Indemnification provisions; or (c) liability arising from a breach of the Data Processing provisions of these terms.

Nothing in these terms excludes or limits liability for fraud, wilful misconduct, or any liability that cannot be excluded or limited under Irish law, including obligations under the Sale of Goods and Supply of Services Act 1980 (opens in a new tab) or the Consumer Rights Act 2022 (opens in a new tab).

To the fullest extent permitted by law, any claim arising out of or in connection with an Engagement must be brought within twelve (12) months of the date on which the cause of action first arose, notwithstanding the default limitation periods provided under the Statute of Limitations Act 1957 (opens in a new tab). This contractual limitation period applies to the fullest extent permitted by law and does not apply where it would contravene any mandatory limitation period that cannot be shortened by agreement under Irish law. This clause does not apply where the client is a Consumer.

Client Materials: Realign shall have no liability for any Losses arising from or attributable to the inaccuracy, incompleteness, or unlawfulness of Client Materials or information provided by the Client.

Indemnification

The client agrees to indemnify and hold harmless Realign from and against any Losses arising out of or in connection with:

  • The client’s use of deliverables in a manner not contemplated by the SOW
  • Any misrepresentation or inaccuracy in information provided by the client to Realign
  • The client’s breach of these terms or the applicable SOW
  • Any third-party claim arising from the client’s use of Realign’s services or deliverables

IP indemnification by Realign: Realign shall indemnify and hold harmless the client from and against any third-party claim that Realign IP incorporated into Deliverables infringes that third party’s intellectual property rights, provided the Deliverables have not been modified by the client in a manner that caused or contributed to the infringement. This obligation is subject to the mutual liability cap set out in these terms.

Indemnification procedure: The indemnified Party shall: (a) notify the indemnifying Party promptly in writing of any claim giving rise to an indemnification obligation; (b) grant the indemnifying Party sole control of the defence and settlement of such claim; and (c) provide reasonable cooperation at the indemnifying Party’s expense. No settlement that imposes any obligation or liability on the indemnifying Party shall be made without the indemnifying Party’s prior written consent.

These indemnification obligations survive the termination or expiration of any engagement.

Termination

Either Party may terminate an engagement by providing 30 days’ written notice to the other Party, unless the SOW specifies a different notice period.

Termination for cause: Either Party may terminate an engagement immediately by written notice if the other Party commits a Material Breach of these terms or the applicable SOW and fails to remedy that breach within the Cure Period. Termination for cause does not affect either Party’s accrued rights or obligations.

Insolvency: Either Party may terminate an Engagement immediately by written notice if an Insolvency Event occurs in respect of the other Party.

Early termination by the client: If the client terminates an engagement before completion and no results have been achieved, the client shall pay:

  • All fees for time spent up to the date of termination, calculated at the agreed rate
  • A compensation fee of 15% of the total engagement fee defined in the applicable SOW (not only the outstanding balance), to cover the disruption and opportunity cost incurred by Realign

No results-based bonus is payable upon early termination. However, if the client subsequently uses the deliverables produced under the SOW and achieves the results defined therein, the results-based bonus becomes payable as originally agreed.

Results verification: Where a results-based bonus is defined in the SOW, the client shall notify Realign in writing within thirty (30) days of achieving the defined results, whether during or after an Engagement. Realign may, upon reasonable written request and for a period of twenty-four (24) months following termination or expiration of the Engagement, request reasonable evidence to verify whether the defined results have been achieved. If the client fails to notify Realign and Realign later establishes that the results were achieved, the results-based bonus shall be payable from the date of achievement, together with interest calculated in accordance with the Payment provisions of these terms.

Early termination by Realign: If Realign terminates an engagement, the client shall only pay for time spent up to the date of termination. No compensation fee applies.

Deliverables upon termination: Upon termination by either Party, Realign is under no obligation to complete work in progress. Completed Deliverables shall be provided to the client upon payment of all fees due. Incomplete work shall not be delivered unless otherwise agreed in writing.

Where a SOW includes specific termination provisions, those provisions take precedence.

Transition & handover

Upon request and at the client’s expense, Realign shall provide reasonable transition assistance following the termination or expiration of an Engagement, for a period of up to ten (10) Business Days, to facilitate an orderly handover of knowledge, documentation, and work in progress.

The scope and nature of transition assistance shall be defined in the applicable Statement of Work. Where no specific provision is made, the Parties shall agree on a reasonable scope in good faith.

Transition assistance shall be proportionate to Realign’s available resources and shall not be required to an extent that would materially impair Realign’s ability to meet its obligations to other clients or sustain its ordinary business operations.

Access revocation: Upon termination or expiration of an Engagement, each Party shall promptly revoke any access previously granted to the other Party to its systems, platforms, tools, or accounts. The client shall revoke Realign’s access to client systems within five (5) Business Days of the end of the Engagement, and Realign shall do the same in respect of any tools or accounts provided to the client. Neither Party shall retain copies of credentials or access tokens beyond the date of revocation.

Notices

All formal notices required under these terms — including notices of termination, dispute, or cancellation — shall be in writing and delivered by email to the addresses provided in the SOW.

Notices to Realign may be sent to legal@realign.ie. A notice is deemed received on the next Business Day following the date of sending. Notices sent after 17:00 (Irish time) or on a day that is not a Business Day shall be deemed received on the next following Business Day.

Electronic communications: In accordance with Section 19 of the Electronic Commerce Act 2000 (opens in a new tab) and Regulation (EU) No 910/2014 (eIDAS) (opens in a new tab), communications made by email — including notices, approvals, and agreements — shall not be denied legal effect solely on the grounds that they are in electronic form. Electronic signatures are valid and binding to the extent permitted by applicable law.

Booking a call

Discovery calls are booked through Google Workspace (including Google Calendar). By scheduling a call, you agree to Google’s Terms of Service (opens in a new tab).

An optional pre-call form may be hosted on Notion. By completing the form, you agree to Notion’s Terms of Service (opens in a new tab).

Booking a call does not constitute a contractual commitment from either Party.

We appreciate at least 24 hours' notice if you need to reschedule or cancel.

Repeated failure to attend scheduled calls without prior notice (two or more no-shows) may result in Realign declining further scheduling requests at its discretion.

Any personal data collected through the booking process is handled in accordance with our Privacy Policy and the Data Protection Act 2018 (opens in a new tab).

Website use

You may browse this website freely. You may not:

  • Reproduce, redistribute, or republish website content without prior written consent
  • Use automated tools to scrape, crawl, or extract data at scale for commercial or industrial purposes
  • Use any content from this website to train, fine-tune, or otherwise develop machine learning or artificial intelligence models
  • Attempt to interfere with the website's operation or security

Standard search engine indexing for the purpose of improving discoverability and referencing is permitted.

This website does not use analytics tools, third-party tracking cookies, or advertising pixels. Details of data collected automatically and third-party services are set out in our Privacy Policy.

Accessibility

Realign is committed to making this website accessible to the widest possible audience, in accordance with the Web Content Accessibility Guidelines (WCAG) 2.2 (opens in a new tab) Level AA and the European Accessibility Act (Directive 2019/882) (opens in a new tab), as transposed into Irish law from time to time.

We continually review and improve the accessibility of this website. If you encounter any accessibility barrier or have difficulty using any part of this site, please contact us at legal@realign.ie so that we can address the issue promptly.

Data & AI training

You may not use any content, data, or materials from this website for the purpose of training, fine-tuning, or developing artificial intelligence or machine learning models without Realign's explicit prior written consent.

If Realign becomes aware that its data has been used in this way without consent, Realign reserves the right to require the immediate deletion of all collected data — including any derivative representations such as embeddings stored in vector databases. In such cases, the infringing Party must purge the relevant database and retrain any affected model without Realign's data.

This restriction does not apply to search engines indexing the site for the purpose of improving Realign's discoverability and public referencing.

For details on how we handle personal data, please refer to our Privacy Policy, which is compliant with the General Data Protection Regulation (EU 2016/679) and the Data Protection Act 2018 (opens in a new tab).

Tools & AI in service delivery

Realign may use Third-Party Tools, including artificial intelligence and machine learning tools, to assist in research, analysis, and the preparation of deliverables. Realign remains responsible for the quality and accuracy of all deliverables provided to the client, in accordance with its obligations under applicable law, including the EU Artificial Intelligence Act (Regulation 2024/1689) (opens in a new tab) where applicable. The obligations of the EU Artificial Intelligence Act apply as and when they come into force under the timelines set out in that Regulation.

Realign selects tools and licences with due regard for data ownership, privacy, and security, ensuring that licence terms support Realign’s obligations to its clients. However, these tools are operated by independent third-party providers under their own terms of service. Realign relies on those providers to honour their commitments regarding data handling and privacy.

To the fullest extent permitted by law, Realign accepts no liability for any loss, breach, or data incident caused by a third-party tool provider’s failure to meet its own terms or obligations. In such cases, the client’s recourse is against the relevant tool provider directly, under that provider’s own terms.

Deployer obligations: Where Deliverables incorporate outputs generated with the assistance of artificial intelligence tools, the client is solely responsible for its own obligations as a deployer under the EU Artificial Intelligence Act (Regulation 2024/1689) (opens in a new tab), including any transparency, risk management, or human oversight requirements applicable to the client’s use of such Deliverables in regulated contexts.

Clarification of role: Realign is not a provider, developer, or distributor of artificial intelligence systems within the meaning of the EU Artificial Intelligence Act (Regulation 2024/1689) (opens in a new tab). Realign uses third-party AI tools solely as an end-user in the course of delivering advisory services and does not develop, train, or place AI systems on the market.

Client objection to specific tools: If the client objects to the use of a specific Third-Party Tool — including any AI or machine learning tool — in the delivery of services, the client may notify Realign in writing. The Parties shall discuss and agree on an alternative approach in good faith. Any resulting change in methodology, timeline, or fees shall be documented in a Change Order before taking effect.

Third-party links

This website contains links to external websites and services (including LinkedIn, Notion, and Google Workspace). These links are provided for convenience only. Realign is not responsible for the content, privacy practices, or availability of any third-party sites.

Force majeure

Neither Party shall be liable for any delay or failure to perform obligations where such delay or failure results from a Force Majeure Event.

For the avoidance of doubt, the obligation to pay Fees for work already completed or for services already rendered shall not be suspended or excused by a Force Majeure Event.

The obligations of both Parties shall be suspended for the duration of the Force Majeure Event, to the extent that performance is prevented or delayed by the event. The affected Party shall use reasonable efforts to mitigate the impact of the event and resume performance as soon as reasonably practicable.

The affected Party must notify the other Party in writing within five (5) Business Days of becoming aware of the Force Majeure Event, describing its nature and expected duration.

If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate the affected Engagement by written notice, without liability for any resulting delay or non-performance. Fees for work completed prior to termination remain payable.

Disputes

In the event of a Dispute arising from these terms or any Engagement, both Parties agree to attempt resolution through good-faith negotiation for a period of 30 days before pursuing formal legal action. If negotiation does not resolve the Dispute, either Party may refer the matter to mediation in accordance with the Mediation Act 2017 (opens in a new tab), to be conducted in Cork, Ireland, through a mediator appointed by agreement of the Parties or, failing agreement, nominated by the Mediators’ Institute of Ireland (opens in a new tab) (opens in a new tab).

Consumers may also refer disputes to an approved Alternative Dispute Resolution body in the relevant Member State. A list of approved ADR bodies is available on the European Commission’s Consumer Redress (opens in a new tab) portal, in accordance with Directive 2013/11/EU (opens in a new tab) on alternative dispute resolution for consumer disputes.

Nothing in this clause shall prevent either Party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction where necessary to protect its rights under the Confidentiality, Intellectual Property, Non-solicitation, or Non-circumvention provisions of these terms.

Governing law

These terms are governed by the laws of Ireland, without regard to conflict-of-law principles. This choice of law is made in accordance with Regulation (EC) No 593/2008 (Rome I) (opens in a new tab). The courts of Ireland shall have exclusive jurisdiction over any dispute arising from these terms or the use of this website.

Where the client is a Consumer, this clause does not affect the client’s right to bring proceedings in the courts of the Member State in which the client is domiciled, in accordance with Regulation (EU) No 1215/2012 (Brussels I recast) (opens in a new tab).

Assignment

Realign may assign or transfer its rights and obligations under these terms or any SOW to a successor entity without the client’s prior consent, provided that such assignment does not materially diminish the quality of services to be provided.

The client may not assign or transfer any rights or obligations under these terms or any SOW without Realign’s prior written consent.

Unless otherwise agreed in the SOW, Deliverables are provided for the client’s own internal use only and may not be transferred, sublicensed, or made available to any third party without Realign’s prior written consent.

Severability & no waiver

If any provision of these terms is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, that provision shall be deemed severed from these terms. The remaining provisions shall continue in full force and effect.

The failure of either Party to enforce any right or provision of these terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by the Party granting it.

Cumulative remedies: The rights and remedies provided under these terms are cumulative and not exclusive of any rights or remedies provided by law. The exercise of any right or remedy under these terms shall not preclude the exercise of any other right or remedy. Each Party reserves the right to seek specific performance, injunctive relief, or any other remedy available at law or in equity, in addition to any remedies expressly provided in these terms.

No third-party beneficiaries

These terms and any SOW are entered into solely for the benefit of Realign and the client. No third party shall have any right to enforce or rely upon any provision of these terms or any SOW.

Entire agreement

These terms, together with the applicable Statement of Work and the Privacy Policy, constitute the entire agreement between Realign and the client with respect to the subject matter hereof. They supersede all prior discussions, representations, understandings, and agreements, whether written or oral. Neither Party has relied on any statement, representation, or warranty not expressly set out in these terms or the applicable SOW.

Counterparts

A Statement of Work or Change Order may be executed in any number of counterparts, each of which shall constitute an original. Electronic copies — including scanned signatures and documents transmitted by email — shall have the same legal effect as original signed copies, in accordance with the Electronic Commerce Act 2000 (opens in a new tab).

Survival

The following provisions shall survive the termination or expiration of any engagement or these terms: Definitions, Interpretation, Independent Contractor, Insurance, Intellectual Property, Acceptance of Deliverables, Portfolio & Case Study Rights, Publicity, Confidentiality, Non-solicitation, Non-circumvention, Non-compete (to the extent agreed in the applicable SOW), Warranties, Limitation of Liability, Indemnification, Payment (with respect to amounts accrued prior to termination), Audit Rights, Record Retention, Force Majeure (with respect to obligations accrued prior to the event), Tools & AI in Service Delivery, Data & AI Training, Website Use, Data Processing, Non-disparagement, Transition & Handover, Anti-corruption, Anti-money Laundering, Sanctions, Modern Slavery, Anti-tax Evasion, Export Controls, Protected Disclosures, Compliance with Applicable Laws, Conflict of Interest, No Professional Advice, Notices, Disputes, Governing Law, Assignment, Severability & No Waiver, No Third-Party Beneficiaries, Entire Agreement, and this Survival clause. Obligations arising under the Privacy Policy survive in accordance with their own terms.

Changes to these terms

We may update these terms from time to time. Any changes will be posted on this page with an updated effective date. Continued use of the website after changes are posted constitutes acceptance of the revised terms.

Where an active SOW is in effect, Realign will notify the client in writing of any material changes to these terms at least thirty (30) days before they take effect. A “material change” includes, but is not limited to, any modification to the Limitation of Liability, Indemnification, Intellectual Property, Confidentiality, Payment, or Termination provisions of these terms.

If the client objects to a material change in writing within the notice period, the prior version of these terms shall continue to apply to that Engagement until its completion or renewal, at which point the updated terms shall apply.

Contact

If you have any questions about these terms, get in touch.

Ravensdale, Carrigaline, Co. Cork, Ireland

legal@realign.ie

For information about how we handle your data, please see our Privacy Policy.