Terms of use and business

Who are these terms between?

They are between you and Replican, the trading name of Jason Teji, a sole trader established in Ireland and registered for VAT in Ireland. Contact: hello@replican.ie, +353 87 0555124. References to "we", "us" and "our" mean Replican. References to "you" mean the person or business using this website or engaging us.

Part one covers the website. Part two covers any work we carry out. If we have signed a separate written agreement, statement of work or order form with you, that document takes priority over part two wherever the two differ.

Are these terms for consumers?

No. This website, and everything we build, is offered to businesses and to people acting in the course of a business, trade or profession. We do not offer services to consumers, we do not accept consumer engagements, and by engaging us you confirm you are acting for business purposes and not as a consumer.

That matters legally, and we would rather be plain about it than leave it implied. Consumer protection legislation, including the statutory rights of consumers and the cooling off period for distance contracts, does not apply to a business to business engagement. If you are not acting in the course of a business, do not engage us.

Part one: using this website

What may you do with this site?

Read it, quote it, and link to it. We write these guides so that people can use them, and a quotation with a link back is welcome and needs no permission.

You may not scrape or bulk copy the site, republish substantial parts of it as your own, use its content or structure to build a competing service, present yourself as connected to Replican when you are not, interfere with the site's operation or security, or use it for anything unlawful. Automated indexing by search engines and AI assistants is governed by the site's robots.txt file rather than by this clause.

Who owns what is on this site?

We do. The text, guides, structure, design, code and dot matrix artwork on this site are the property of Replican and are protected by copyright and other intellectual property rights. Nothing on this page transfers any of that to you.

Reasonable quotation with attribution and a link is permitted. Reproducing whole pages or guides, or using them as source material for a product, dataset or publication of your own, is not, and requires our written permission. Ask at hello@replican.ie.

Is anything on this site advice?

No. Everything published here, including the guides on GDPR, the EU AI Act, grants, hosting and automation generally, is general information written to help a reader understand a subject. It is not legal, financial, tax, regulatory or professional advice, it is not tailored to your circumstances, and it must not be relied on as a substitute for advice from a qualified professional who knows your situation.

We take care to be accurate and to date and source what we publish, and we correct what we get wrong. We do not warrant that any of it is complete, current or fit for a particular purpose, and any action you take on the strength of it is your own decision. The same principle governs the work itself, which is set out at what we won't automate.

Does using the site create a contract?

No. Reading a page, filling in a brief form or sending us an email creates no contract for services and no obligation on either side. Nothing on this website is an offer capable of acceptance. A contract comes into existence only when we agree the work with you in writing.

What about links to other sites?

We link out to statutory sources, statistics, official guidance and named tools because doing so is more honest than asserting a fact with nothing behind it. We do not control those sites, we are not responsible for their content, accuracy or availability, and a link is not an endorsement of everything on the other end of it.

What is our liability for the website?

The site and its content are provided as they are. To the fullest extent permitted by law we exclude all warranties, conditions and representations about it, express or implied, including that it will be uninterrupted, secure, error free or free of anything harmful, and we exclude liability for any loss arising from your use of, or reliance on, this website.

Nothing in this section limits liability that cannot lawfully be limited, including liability for death or personal injury caused by negligence, and for fraud or fraudulent misrepresentation.

Part two: terms of business

These apply to any work we carry out for you, unless a signed agreement between us says otherwise.

How does an engagement start?

With a mapping conversation, not an order button. You describe the job, we work out whether it suits an agent, which of your systems it needs, and where a person has to stay in control. We then confirm the scope, the deliverables and the fee in writing. Work begins when you accept that in writing, and the accepted scope is what we are engaged to deliver.

Anything outside the accepted scope is a change. We will tell you when a request is a change rather than a clarification, and we will agree the effect on the fee and the timing before doing it.

What exactly are we promising?

That we will carry out the work with reasonable care and skill, using appropriately qualified people, and that the deliverable will do what the accepted scope says it will do.

We are not promising a business outcome. An AI employee is built to perform a defined job under agreed rules, and we will tell you honestly what it can and cannot do. We do not promise increased revenue, leads, savings, search rankings, response times or headcount reductions, and we do not promise that a system will run without ever needing intervention. Any figure, timeline or example discussed before the work is agreed is an estimate given in good faith, not a commitment, unless it is written into the accepted scope.

What do you have to do?

Engagements fail on access more often than on anything else, so this matters.

You will give us timely access to the systems, accounts, credentials, data, documentation and people the work needs, and you will keep that access current. You will make decisions when we ask for them. You confirm that you have the right to give us access to everything you give us access to, that you have the necessary permissions and lawful basis for any personal data involved, and that our using it as instructed will not breach any third party's rights or any agreement you are party to.

You are responsible for your own backups, for the security of your own accounts and credentials, and for reviewing anything an agent produces before you rely on it externally, until you tell us in writing to change that boundary.

Where you are late in doing any of this, we are not liable for the resulting delay, and any dates we have given move accordingly.

Who owns what we build?

Split cleanly, and in your favour where it counts.

You own your material. Your data, your content, your accounts, your documents, and the server the agent runs on, which is in your name from the outset. See infrastructure you own. On termination you keep all of it, including the deployed configuration as it stands, and we will not hold your data or your access hostage over a dispute.

We own our material. All intellectual property in our own tooling, frameworks, libraries, prompt architecture, agent patterns, evaluation methods, templates, documentation formats and general know how remains ours, including anything we develop or improve while working for you. You get a non exclusive, non transferable licence to use those elements for your own internal business purposes for as long as you are entitled to use the deliverable, which is all you need in order to run it.

We keep what we learn. Nothing in an engagement restricts our right to use the skills, techniques and general knowledge gained while doing it, or to build something similar for another client, provided we do not use your confidential information or reproduce your specific content.

Third party components. Where a deliverable includes open source or third party software or a third party model, it is licensed to you on that third party's terms and not ours.

Any transfer of ownership in a deliverable, where we agree to one, takes effect only when we have been paid in full for it.

Can we use data from the work to improve what we do?

Yes, in aggregated and anonymised form, and only in that form. We may compile statistics, patterns and benchmarks from how the systems we run behave, and use them to improve our services, provided the result does not identify you, your business, your clients or any individual, and contains no confidential information of yours.

We do not use your data, your documents or your correspondence to train any general purpose AI model, and we do not licence any of it to anyone else.

Can we say we worked with you?

Only in general terms. We may describe the kind of work we have done, for example the sector and the type of role, without naming you or including any detail that could identify you. We will not use your name, logo, a testimonial or a case study without your written agreement. If you give that agreement you can withdraw it later and we will take the reference down.

How does payment work?

Fees, the schedule and any recurring charge are set out in the accepted scope. Unless it says otherwise:

• Invoices are payable within fourteen days of the invoice date.
• All fees are exclusive of VAT, which is charged at the applicable rate.
• All fees are exclusive of third party costs incurred on your behalf, such as server hosting, model usage, licences and domain fees, which are recharged at cost or paid by you directly.
• Where we quote in a currency other than euro, the euro amount at the time of invoice applies.

Payments are not refundable once the work they relate to has been carried out. Where work is cancelled part way through, you pay for what has been done and for any commitment we have already made on your behalf.

We may charge interest and compensation on late payment at the rate the European Communities (Late Payment in Commercial Transactions) Regulations 2012 allow, and we may recover the reasonable costs of collection.

If an invoice is more than thirty days overdue we may suspend the work and any managed service, having given you notice, until it is paid. Suspension does not reduce anything you owe, and we will not be liable for the consequences of a suspension caused by non payment.

What are the limits of our liability?

This section is the commercial heart of these terms, so it is written plainly rather than buried.

Neither of us is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of business or opportunity, loss of goodwill, loss or corruption of data, or for any indirect or consequential loss, however it arises.

Our total liability to you in connection with an engagement, whether in contract, tort including negligence, breach of statutory duty or otherwise, is limited to the total fees you have paid us for that engagement in the twelve months before the event giving rise to the claim.

Where you are not dealing as a consumer, and to the extent section 40 of the Sale of Goods and Supply of Services Act 1980 permits, all terms, conditions and warranties implied by statute or common law are excluded from our agreement.

We are not liable for anything caused by your instructions, your data, your systems, a failure to give us access, your use of a deliverable outside its agreed scope, changes you or a third party make to a deliverable without us, or the acts, outages, price changes or discontinuation of a third party service or model provider.

Nothing here excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be excluded.

Any claim must be brought within twelve months of the date you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

What are the specific limits of an AI system?

Worth stating separately, because it is the part people assume away.

AI systems are probabilistic. They produce likely output rather than certain output, and they can be wrong in ways that look plausible. Every agent we build has an escalation boundary agreed with you before it goes live, and it is designed to hand back rather than guess when it reaches that boundary. That reduces the risk of a bad outcome. It does not eliminate it, and no honest supplier will tell you otherwise.

You remain responsible for the decisions taken in your business and for meeting your own legal and regulatory obligations, including under the GDPR and the EU AI Act. We will tell you what we understand those to require in your situation, and that remains general information rather than advice. You are responsible for reviewing output before relying on it externally, in line with the boundary we agree.

We will not build systems that fall on the wrong side of the line set out at what we won't automate, and we may decline or stop work that would.

Confidentiality

Each of us will keep the other's confidential information confidential, use it only for the engagement, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the receiver, was already known to them, is developed independently, or must be disclosed by law or to a professional adviser under a duty of confidence.

This obligation continues for three years after the engagement ends. Trade secrets and personal data are protected for as long as they retain that character.

Data protection

Where we process personal data on your behalf, you are the controller and we are the processor, and a separate written data processing agreement in the form required by Article 28 of the GDPR applies. Where we process personal data for our own purposes, for example your contact details and our invoicing records, we do so as controller under our privacy policy.

How does an engagement end?

Either of us may end a fixed scope engagement by written notice if the other commits a material breach and has not fixed it within thirty days of being told about it, or becomes insolvent.

A recurring or managed service may be ended by either of us on thirty days' written notice, expiring no earlier than the end of the current billing period. We may also end any engagement immediately if payment is more than sixty days overdue, or if continuing would require us to break the law or act against our own published limits.

On termination for any reason: you pay for work carried out and commitments already made up to that date; each of us returns or destroys the other's confidential information on request; your licence to the elements described above continues for anything you have paid for in full; and you keep your server, your data and your deployed configuration. The sections on intellectual property, confidentiality, payment, liability and governing law survive.

Anything else?

Subcontracting. We may use subcontractors and remain responsible for their work.

Assignment. You may not assign or transfer an engagement without our written consent, which we will not unreasonably withhold. We may assign to a successor to our business.

Force majeure. Neither of us is liable for a failure caused by something genuinely outside our reasonable control, including outages at a third party provider, provided we tell the other promptly and work to limit the effect.

No partnership. Nothing between us creates a partnership, joint venture, employment or agency relationship.

Third parties. No one other than you and us has any right to enforce these terms.

Entire agreement. The accepted scope, any signed agreement, and these terms are the whole of what is agreed between us, and replace anything said or written beforehand. Neither of us relies on any statement not set out in them, except that nothing excludes liability for fraudulent misrepresentation.

Severability. If any part of these terms is held unenforceable, the rest continues, and the unenforceable part is modified to the minimum extent needed to make it work.

Changes. We may update the website terms in part one at any time, and the version on this page applies from the date shown at the top. The terms of business in part two that apply to your engagement are the ones in force when your scope was accepted; we will not change those for existing work without agreeing it with you.

No waiver. A delay in enforcing a right is not a waiver of it.

Which law applies?

Irish law governs these terms and any engagement, including any non contractual dispute arising out of them, and the courts of Ireland have exclusive jurisdiction. This applies whether you are based in Ireland, the United Kingdom or anywhere else.

Before starting proceedings, each of us agrees to raise the issue with the other in writing and to discuss it in good faith for at least fourteen days. Neither of us is prevented from seeking urgent injunctive relief in the meantime.

Related policies

See also our privacy policy, cookie policy and accessibility statement.

Questions to hello@replican.ie.