Terms of service.
This Agreement governs the services provided by MedTech Carbon Solutions ("We," "Us," "Our") to the Client ("You," "Your," the "Company").
1. Definitions & Agreement Acceptance
Agreement: This document, outlining the terms of service.
Services: Includes Full ‘CSRD Gap Analysis’ Audit, Complete Compliance Partner , and the Profit Centre Package.
Audit: The initial, one-time assessment.
Subscription Services: Complete Compliance Partner , and the Profit Centre Package, paid monthly/annually.
Effective Date: The date you sign the order form or commence payment for any Service.
2. Service Scope and Client Obligations
2.1 Our Commitment (What We Deliver)
Audit (Full 'CSRD Gap Analysis'): Delivery of an SEAI-compliant Energy Audit and a technical Gap Analysis Report. This report identifies the specific data deficits and operational changes required to meet Tier 1 CSRD requirements (e.g. Stryker/J&J standards). Note: This is a diagnostic deliverable; ongoing data bridging is covered under Subscription Services.
Compliance: Deliver ongoing data management, SaaS platform maintenance, and the annual audit-proof CSRD/GHG report.
Profit Centre: Deliver all Compliance services plus active management of grants (LEO/SEAI), vendor sourcing for savings implementation, and monthly ROI reporting.
2.2 Client Obligations (What You Must Do)
Cooperation: You must provide timely access to necessary operational data (utility bills, fuel records, waste logs) and personnel (Facility Manager, Finance team) as reasonably requested by Us.
Timeliness: Delays caused by your failure to provide data will extend project timelines and may impact our ability to meet reporting deadlines.
Accuracy: You warrant that all operational data provided to Us is accurate and complete to the best of your knowledge.
3. Pricing, Payments, and Term
3.1 Pricing Structure
3.1 Pricing, Refunds & Voucher Logic Client Contribution: You agree to pay a Project Management & Data Fee of €500 upfront to secure your slot and initiate the application process.
Grant Application Outcome:
Scenario A (Approved): If the SEAI Voucher is approved, the €500 fee becomes non-refundable (subject to the Savings Guarantee below). The remaining balance of the audit (€2,000) is covered by the voucher.
Scenario B (Rejected): If the SEAI Voucher application is declined, You have two options:
Full Refund: We will refund Your €500 fee in full and cancel the engagement.
Private Commission: You may choose to proceed with the Audit as a private client. In this case, the €500 is retained as a deposit towards the full commercial audit fee (€2,500).
The Savings Guarantee: Regardless of funding source (Voucher or Private), if the completed Audit fails to identify at least €1,000 in potential annual operational savings, We will refund the €500 Project Management Fee in full.
Auditor Liability: Once the Grant is approved and the Auditor is appointed, any subsequent issues regarding the redemption of the €2,000 voucher (e.g. failure to sign completion forms) are strictly between the Client and the Auditor.
Subscription Fees (Compliance & Profit Centre): Fees are calculated based on company size/employee headcount and are payable monthly / annually in advance, based on the agreed-upon term.
Pricing Changes: We reserve the right to modify Subscription Fees upon giving 30 days written notice.
3.2 Subscription Term and Termination
Initial Term: The minimum term for ‘Complete Compliance Partner’ or ‘Profit Centre Packageis 3 months.
Renewal: The contract automatically renews for the same period unless terminated by either party with 30 days written notice before the renewal date.
Termination for Cause: Either party may terminate immediately if the other party commits a material breach (e.g., non-payment, refusal to provide data) and fails to remedy the breach within 30 days of written notice.
4. The Savings Guarantee
This section must be legally precise to manage risk.
Guarantee Scope: The Savings Guarantee applies solely to the Audit service.
Guarantee Condition: We guarantee that the Audit report will identify the potential for at least €1,000 in actionable, annual operational savings.
Savings Calculation: Savings are calculated based on established methodologies (e.g., SEAI guidelines) using data provided by the Client and documented in the Audit report.
Refund Clause: If the final Audit report fails to document the potential for €1,000 in annual savings, We will refund the Client's €500 Net Investment Fee within 14 business days of final report delivery.
Exclusion: The guarantee does not apply to the realization, implementation, or success of the savings projects (which are covered by the Tier 2 service).
5. Intellectual Property and Confidentiality
Client Data: All operational data and financial records provided by You remain Your confidential property.
Our Deliverables: We retain all intellectual property rights to the underlying methodologies, report templates, analysis tools, and any software developed by Us. The final Audit Report and GHG Report are provided to You for Your internal use.
Confidentiality: Both parties agree to maintain the confidentiality of all proprietary information shared during the term of this Agreement.
5.1 Data Sharing & Sub-Processing
You explicitly authorize Us to share your energy data, utility bills, and contact details with our approved Audit Partner (SEAI Registered Auditor) for the sole purpose of conducting the site survey and processing the SEAI Voucher application.
6. Limitation of Liability and Indemnification
6.1 Role of Consultant (Limitation)
Scope of Professional Advice Technical Nature: Services provided constitute technical energy consulting and data analysis. All Energy Audits are conducted by SEAI Registered Energy Auditors in compliance with scheme guidelines. Regulatory Limitations: While our reports support your compliance obligations (e.g., CSRD), they act as management information and technical evidence. They do not constitute a statutory financial audit opinion or legal counsel.
Client Responsibility: You retain full and final responsibility for all decisions related to financial reporting, legal compliance (CSRD submissions), capital expenditure, and implementation of savings projects.
Role of Consultant (Limitation) Advisory Only: We provide energy data analysis and reporting services. We are not Chartered Engineers. While our recommendations follow best practices, We accept no liability for mechanical failure, equipment damage, production downtime, or product spoilage resulting from the implementation of energy-saving recommendations. Client Responsibility: You retain full responsibility for verifying that any operational changes meet your specific production and safety standards (including ISO/FDA requirements) before implementation
Maximum Liability: Our total liability to You for any claim arising out of this Agreement shall be limited to the total fees paid by You for the preceding 12 months of service.
6.2 Commercial & Opportunity Limitations Snapshot Analysis:
Our recommendations are based on technology, pricing, and grant schemes available at the time of the Audit. Grant Identification (Non-Exhaustive): While We endeavour to identify relevant funding streams (e.g. SEAI/LEO), our reports constitute a non-exhaustive guide to available support. We accept no liability for:
Omissions: Funding streams, tax incentives, or local grants that were not identified in our report, regardless of their public availability.
Optimisation: The existence of alternative or superior grant schemes that may be better suited to Your specific business needs than those identified. It remains Your responsibility to verify if further funding options exist.
Grant Availability: Funding missed due to scheme expiration, unannounced changes in eligibility criteria, or administrative rejection by the granting body. Market Variance: Variations in equipment pricing, vendor quotes, or efficiency gains that differ from our estimates. We do not guarantee that recommended solutions represent the absolute lowest cost option available in the global market.
6.3 Indemnification
You agree to indemnify and hold Us harmless against any losses, damages, or costs (including legal fees) arising from Your failure to comply with environmental laws or Your failure to provide accurate data.
7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Ireland. The parties agree to submit to the exclusive jurisdiction of the Courts of Ireland.