Terms and Conditions of Business
1. Introduction
1.1 These Terms and Conditions (“Terms”) govern all contracts for the sale of goods and/or provision of services by Shepherd & Flock Ltd. t/a workflows (the “Company”) to its customers (the “Customer”).
1.2 The Company is registered in Ireland with its registered office at 18A Redleaf Business Park, Turvey, Co. Dublin.
1.3 By placing an order or engaging the Company’s services, the Customer agrees to be bound by these Terms.
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2. Definitions
* “Goods” means any physical products supplied by the Company.
* “Services” means any work, labour, or services provided by the Company.
* “Contract” means any agreement between the Company and the Customer for the supply of Goods and/or Services.
* “Build-to-Order Goods” means Goods manufactured, customised, or procured specifically to the Customer’s specification.
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3. Formation of Contract
3.1 All quotations are invitations to treat and are valid for 15 days unless otherwise stated.
3.2 A Contract is formed only when the Company accepts the Customer’s order in writing or commences performance.
3.3 All orders are subject to acceptance by the Company and availability of materials.
3.4 Any variation to these Terms must be agreed in writing by the Company.
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4. Pricing and Payment
4.1 All prices are quoted in Euro (€) and are exclusive of VAT, unless expressly stated otherwise.
4.2 VAT shall be charged at the applicable rate in accordance with Irish law.
4.3 Payment is due in full in advance of the supply of any Goods or Services, unless otherwise expressly agreed in writing by the Company.
4.4 Payment shall be made by bank transfer to the account specified on the Company’s invoice.
4.5 The Company shall not be obliged to commence manufacture, procurement, delivery, or provision of Services until cleared funds have been received.
4.6 The Company reserves the right to charge interest and recover costs in accordance with the European Communities (Late Payment in Commercial Transactions) Regulations 2012 where applicable.
4.7 The Company may suspend or cancel performance where payment has not been received in full.
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5. Delivery of Goods
5.1 Delivery dates are estimates only and time shall not be of the essence.
5.2 Risk in the Goods passes to the Customer upon delivery.
5.3 Title to the Goods shall remain with the Company until full payment has been received in cleared funds.
5.4 The Customer must inspect Goods upon delivery.
5.5 Any material defects, damage, or non-conformity must be notified to the Company in writing within 48 hours of receipt of the Goods.
5.6 Failure to notify within this period shall be deemed acceptance of the Goods, without prejudice to the Customer’s statutory rights under Irish law.
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6. Provision of Services
6.1 The Company shall provide Services with reasonable care and skill in accordance with applicable Irish law and industry standards.
6.2 Any timelines provided are estimates only.
6.3 The Customer shall provide all necessary cooperation, access, and information required for the Company to perform the Services.
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7. Customer Obligations
7.1 The Customer agrees to:
* Ensure that all specifications and requirements are complete and accurate prior to placing an order
* Satisfy themselves that the Goods and/or Services meet their requirements
* Comply with all applicable laws and regulations
* Provide a safe and suitable environment where Services are to be carried out
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8. Cancellation, Returns and Refunds
8.1 Build-to-Order and Offline Sales
8.1.1 All Build-to-Order Goods are manufactured or sourced specifically for the Customer.
8.1.2 Once an order has been accepted and/or processed, it cannot be cancelled.
8.1.3 All sales of Build-to-Order Goods and offline transactions are final. No returns, refunds, or exchanges shall be permitted, except where required by law (including in cases of defective or non-conforming goods).
8.1.4 The Customer acknowledges that they have had the opportunity to review specifications and confirm suitability prior to placing the order.
8.2 Website / Distance Sales (Consumer Transactions Only)
8.2.1 Goods purchased directly via the Company’s website by consumers are subject to applicable Irish and EU consumer protection legislation.
8.2.2 Consumers have the right to withdraw from the contract within 14 days of receipt of the Goods.
8.2.3 Returns will only be accepted where:
* The Goods are unused and unopened
* The Goods are in their original packaging and condition
8.2.4 The cost of returning Goods shall be borne by the Customer.
8.2.5 Refunds shall be processed in accordance with statutory obligations.
8.2.6 The right of withdrawal does not apply to customised or personalised goods, in accordance with applicable law.
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9. Warranties
9.1 Nothing in these Terms affects the Customer’s statutory rights under Irish law.
9.2 All Goods are supplied subject to the warranties provided by the original manufacturer (where applicable).
9.3 The Company does not provide any additional or separate warranties beyond those offered by the manufacturer, to the fullest extent permitted by law.
9.4 The Company warrants that Services will be provided with due care and skill.
9.5 Where Goods are defective or not in conformity with the Contract, remedies shall be limited to those available under applicable law.
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10. Limitation of Liability
10.1 Nothing in these Terms excludes or limits liability where it is unlawful to do so, including:
* Death or personal injury caused by negligence
* Fraud or fraudulent misrepresentation
* Breach of statutory rights
10.2 Subject to clause 10.1:
* The Company shall not be liable for any indirect, consequential, or economic loss
* The Company’s total liability shall not exceed the total price paid under the Contract
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11. Force Majeure
11.1 The Company shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to:
* Acts of God
* Supply chain disruption
* Industrial disputes
* Failure of utilities or transport networks
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12. Intellectual Property
12.1 All intellectual property rights in any materials, drawings, specifications, or documentation supplied by the Company shall remain the property of the Company unless otherwise agreed in writing.
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13. Data Protection
13.1 The Company shall process personal data in accordance with applicable data protection legislation, including the General Data Protection Regulation (GDPR) and the Data Protection Acts 1988–2018.
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14. Governing Law and Jurisdiction
14.1 These Terms and any Contract arising from them shall be governed by the laws of Ireland.
14.2 The courts of Ireland shall have exclusive jurisdiction to resolve any disputes.
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15. General
15.1 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
15.2 Failure by the Company to enforce any provision shall not constitute a waiver of its rights.
15.3 These Terms constitute the entire agreement between the parties.
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Shepherd & Flock Ltd t/a workflows
Registered Office: 18A Redleaf Business Park, Turvey, Co. Dublin
Contact: sales@workflows.ie