Freelance Contract Template (Ireland)

FREELANCE CONTRACT

Services Agreement · Ireland

This Freelance Contract (this "Agreement") is entered into as of 15 April 2026 between Emerald Digital Ltd. ("Client") and Darragh Ó Treasaigh ("Freelancer"). The parties agree as follows:

The Client engages the Freelancer, and the Freelancer agrees to provide, the services described in this Agreement on the terms set out herein. This Agreement is a contract for services and is governed by Irish common law and, where applicable, the Sale of Goods and Supply of Services Act 1980 (SGSS 1980). The Freelancer shall provide the services with reasonable care, skill and diligence in accordance with SGSS 1980 s. 39.

The Freelancer shall carry out the following project (the "Project"): Brand Identity and Website Design.

Project description: Design and deliver a complete brand identity package including logo, colour palette, typography guide, and a 5-page responsive website built on WordPress.

Milestones and revisions: Week 2: Brand concept presentation. Week 4: Website wireframes. Week 6: Final delivery. Two rounds of revisions included.. Any additional work outside the scope described above shall be treated as a change order and shall require a written amendment to this Agreement specifying the additional fees and timeline.

The Project shall commence on 15 April 2026 and shall be completed by 15 June 2026. Time is not of the essence unless expressly stated in writing. The Freelancer shall notify the Client promptly of any anticipated delays. Delays caused by the Client's failure to provide necessary materials, instructions or approvals shall extend the agreed completion date by the corresponding period.

The Client shall pay the Freelancer a total project fee of 6,000.00 EUR (exclusive of VAT where applicable) in accordance with the following schedule: 50% upon signing and 50% upon final delivery. Invoices shall be payable within 30 days of the invoice date. Interest on overdue amounts shall accrue at the rate prescribed by the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580/2012), being the ECB reference rate plus 8 percentage points. The Freelancer is registered for VAT (No. IE1234567T); VAT shall be charged at the applicable rate.

The Freelancer is engaged as an independent contractor and not as an employee, worker, agent or partner of the Client. Nothing in this Agreement shall create an employment relationship between the parties. The Freelancer shall be responsible for their own tax liabilities, PRSI contributions, and VAT obligations. The parties acknowledge the Code of Practice for Determining Employment or Self-Employment Status of Individuals (2021), as updated by the Revenue Commissioners following Revenue Commissioners v Karshan (Midlands) Ltd t/a Domino's Pizza [2023] IESC 24, and the five-question test established by the Supreme Court therein. The parties confirm that, applying that test, the engagement is intended to be one of self-employment: the Freelancer (a) provides personal service in exchange for the Fees but with right of substitution (Clause below); (b) is not subject to the day-to-day control of the Client; (c) bears the financial risk of the Project; and (d) provides services to multiple clients. The Freelancer shall not hold themselves out as an employee of the Client and shall not have authority to bind the Client in contract. If any Revenue, DSP or WRC authority subsequently determines that an employment relationship exists, the Freelancer shall indemnify the Client for any PAYE, PRSI and associated penalties arising therefrom.

Right of Substitution: The Freelancer may, at their own discretion and at no additional cost to the Client, engage a competent and equally qualified substitute to perform the Services or any part thereof, provided that the substitute is bound by confidentiality obligations no less protective than those in this Agreement. The Freelancer shall remain responsible for the quality of the work performed by any substitute. This right is a substantive right and not merely theoretical, consistent with the principles in Karshan [2023] IESC 24 at Question 2 of the five-question test.

Autonomy: The Freelancer shall determine the manner, method, hours, and location of performance of the Services, subject only to the agreed deliverables, deadlines, and quality standards set out in this Agreement. The Client shall not exercise day-to-day control over the Freelancer's working arrangements. The Freelancer provides their own equipment, software and tools unless expressly otherwise agreed in writing.

This Agreement is non-exclusive. The Freelancer may, during and after the Term, provide services to any other person or entity, including direct competitors of the Client, subject only to the confidentiality and (where applicable) Expert restrictive covenants in this Agreement. The Client may engage other freelancers, consultants or service providers for similar or related work. Neither party is required to dedicate any minimum portion of their working time or capacity to the other.

The Freelancer hereby assigns to the Client, by way of present and future assignment, all intellectual property rights (including copyright, database rights, design rights, trade marks and any other intellectual or industrial property rights) in and to all works, materials and deliverables created by the Freelancer in the performance of this Agreement (the "Works"), including all drafts and preparatory materials. This assignment shall take effect upon receipt by the Freelancer of all fees due under this Agreement. Until full payment, the Freelancer grants the Client a non-exclusive licence to use the Works solely in connection with the Project. This clause is intended to constitute an assignment within the meaning of the Copyright and Related Rights Act 2000 (CRRA 2000). The Freelancer irrevocably and unconditionally waives, to the fullest extent permitted by law, all moral rights in and to the Works under CRRA 2000 ss. 107–112, including the right of attribution and the right of integrity. This waiver is in favour of the Client and all subsequent owners and users of the Works.

Portfolio Carve-Out: Notwithstanding the foregoing, the Freelancer may display non-confidential samples of the Works (excluding any personal data, trade secrets, unpublished pricing or commercially sensitive information) in their own portfolio, showcase site, social media and case-study materials, solely for the purpose of demonstrating the Freelancer's professional capabilities. The Client may, on reasonable written notice, request the temporary removal of any specific sample if it materially harms the Client's commercial interests.

Where the Freelancer processes personal data on behalf of the Client in the performance of this Agreement, the following terms apply pursuant to GDPR Article 28 and the Data Protection Act 2018 (DPA 2018): (a) Emerald Digital Ltd. is the Data Controller; (b) Darragh Ó Treasaigh is the Data Processor; (c) the Processor shall process personal data only on documented instructions from the Controller; (d) the Processor shall implement appropriate technical and organisational security measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage, in line with GDPR Article 32; (e) the Processor shall not engage sub-processors without the prior written consent of the Controller; (f) the Processor shall assist the Controller in responding to data subject rights requests under GDPR Arts. 15–22; (g) the Processor shall delete or return all personal data on termination of this Agreement; and (h) the Processor shall notify the Controller without undue delay, and in any event within seventy-two (72) hours where feasible, upon becoming aware of a personal data breach in accordance with GDPR Article 33. The parties acknowledge that the Data Protection Commission (DPC) is Ireland's lead supervisory authority under GDPR.

Disclosure. The Freelancer discloses that artificial intelligence systems (including, without limitation, large language models, code-generation assistants, image generation models and AI-assisted design or research tools) may be used in producing the Works. The Freelancer shall, on request, identify the categories of AI systems used.

Compliance. Where AI systems are used, the Freelancer shall comply with the EU AI Act (Regulation (EU) 2024/1689), including the Article 5 prohibitions and the Article 14 human-oversight obligations, and with the Irish Regulation of Artificial Intelligence Bill 2026 once enacted and any guidance issued by the AI Office of Ireland.

Confidentiality of Client Data in AI Systems. The Freelancer shall not input or upload any of the Client's Confidential Information or personal data into any third-party AI system whose terms of service permit the retention, indexing, fine-tuning or training use of such input, without the Client's prior written consent. Enterprise-tier AI systems with contractual exclusions from retention and training use are permitted, provided the Freelancer retains documentary evidence on request.

Originality and Liability. The Freelancer warrants that the Works delivered to the Client are original and do not infringe any third-party rights, and remains professionally responsible for the Works including any portions produced with AI assistance. The Freelancer shall not present any AI output as their own original creative work without the Freelancer's own substantive review and editing.

Non-Solicitation: For a period of 6 months following the completion or termination of this Agreement, each party agrees not to directly solicit, recruit, or attempt to engage any employee, contractor, or key personnel of the other party with whom they had material contact in connection with this Project, without the prior written consent of the other party. This restriction is limited in scope and duration to what is reasonably necessary to protect the legitimate business interests of both parties, consistent with the principles applied by Irish courts to restrictive covenants in Murgitroyd and Company Ltd v Purdy [2005] IEHC 159.
Non-Disparagement: Each party agrees not to make, publish, or cause to be published any statement, comment or representation (whether oral, in writing, online or by any other means) that disparages, harms, or is reasonably likely to harm the reputation, brand or commercial standing of the other party. This obligation shall survive completion or termination of this Agreement. Nothing in this clause shall prevent either party from making truthful disclosures required by law, regulation, court order, or a competent regulatory authority.

The Freelancer shall provide revisions included within the Project scope as described in Clause 2. Requests for additional revisions or work outside the agreed scope shall constitute a change order. All change orders must be agreed in writing between the parties and shall specify any additional fees and revised timeline before work commences. The Freelancer is not obliged to commence additional work until a change order is signed by both parties.

If the Client cancels or indefinitely postpones the Project after the execution of this Agreement but before final delivery, the Client shall pay the Freelancer: (a) all fees for work completed to the date of cancellation; and (b) a kill fee of 50% of the remaining balance of the total project fee. This kill fee is agreed as a genuine pre-estimate of the Freelancer's loss arising from cancellation and is enforceable as a liquidated damages clause under Irish contract law.

Either party may terminate this Agreement by giving 14 days' written notice to the other party. The Client may terminate immediately for material breach by the Freelancer (including failure to deliver to agreed quality standards). The Freelancer may terminate immediately if the Client fails to pay any undisputed invoice within fourteen (14) days of its due date.

Pro-Rata Payment on Client-Initiated Termination: Where the Client terminates this Agreement without cause prior to project completion, the Client shall pay the Freelancer: (a) all fees for work completed to the date of termination, assessed on a pro-rata basis by reference to the percentage of the Project completed as at the termination date (measured by deliverables completed, milestones reached, or hours worked, whichever is most appropriate); plus (b) any applicable kill fee (Clause above); plus (c) reimbursement of all pre-approved out-of-pocket expenses incurred to the termination date. Pro-rata payment shall be made within fourteen (14) days of termination.

Consequences: On termination: (a) the Freelancer shall deliver to the Client all work product completed to the termination date in usable form; (b) each party shall promptly return or certifiably destroy the other's confidential information and materials; and (c) clauses relating to intellectual property, confidentiality, and (where applicable) restrictive covenants shall survive termination.

Each party shall keep confidential all non-public information received from the other party in connection with this Project (the "Confidential Information"). Neither party shall disclose Confidential Information to any third party without prior written consent, except to the extent required by law, regulation or court order (in which case the disclosing party shall give prompt written notice). This obligation shall survive the completion or termination of this Agreement for a period of three (3) years.

This Agreement shall be governed by and construed in accordance with the laws of Ireland. Any dispute arising out of or in connection with this Agreement that cannot be resolved amicably shall be subject to the exclusive jurisdiction of the courts of Ireland. Electronic signatures are valid and enforceable under the Electronic Commerce Act 2000 (ECA 2000) s. 13 and eIDAS Regulation (EU) No 910/2014.

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the Project and supersedes all prior discussions, proposals and understandings. Amendment: No amendment shall be valid unless in writing and signed by both parties. Severability: If any provision is found unenforceable, the remaining provisions shall continue in full force and effect. Waiver: Failure to enforce any provision shall not constitute a waiver. Assignment: The Freelancer may not assign or sub-contract this Agreement without the prior written consent of the Client.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.