Independent Contractor Agreement Template (Ireland)

INDEPENDENT CONTRACTOR AGREEMENT

Ireland · Governed By Irish Law

This Independent Contractor Agreement ("Agreement") is entered into as of 1 June 2026 by and between Emerald Tech Solutions Ltd. (the "Client") and Seán Ó'Connell (the "Contractor"). The parties intend that the Contractor shall perform services as an independent contractor, not as an employee, and agree as follows:

The Client engages the Contractor to provide the following services (the "Services"):

Design, develop, and deliver a RESTful API integration layer connecting the client's CRM platform with three third-party logistics providers. Deliverables include API documentation, unit tests (≥80% coverage), deployment scripts, and a handover technical brief.

The Contractor shall perform the Services with reasonable care, skill, and diligence in accordance with section 39 of the Sale of Goods and Supply of Services Act 1980 (SGSS 1980). The Contractor shall have control over the manner and means of performing the Services, subject to the agreed deliverables and milestones. The Contractor may use sub-contractors to perform any part of the Services only with the prior written consent of the Client.

This Agreement shall commence on 1 June 2026 and shall continue until 30 November 2026, unless earlier terminated in accordance with Clause 10 (Termination) below. The parties may extend the engagement by mutual written agreement.

The Contractor may, with the prior written consent of the Client (such consent not to be unreasonably withheld), engage a competent and equally qualified substitute or sub-contractor to perform all or any part of the Services. The Contractor shall remain responsible for the performance and quality of the Services and shall procure that any substitute is bound by confidentiality and intellectual property obligations no less protective than those in this Agreement. This right of substitution is a substantive right reflecting the principles in Revenue Commissioners v Karshan (Midlands) Ltd t/a Domino's Pizza [2023] IESC 24 at Question 2 of the Supreme Court's five-question test for employment status.

The Contractor is engaged as an independent contractor. Nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture, or agency between the parties. The parties specifically confirm this engagement is intended to constitute a contractor relationship and not an employment relationship, having regard to: (i) the Code of Practice on Determining Employment Status 2021 issued jointly by the Revenue Commissioners, the Department of Enterprise, Trade and Employment, and the Department of Social Protection (as updated post-Karshan); and (ii) the five-question test established by the Irish Supreme Court in Revenue Commissioners v Karshan (Midlands) Ltd t/a Domino's Pizza [2023] IESC 24. Applying that test: (a) the Contractor provides personal services in exchange for fees but with a substantive right of substitution (Clause above); (b) the Contractor controls the manner and means of performing the Services; (c) the Contractor bears the financial risk of the engagement; and (d) the Contractor provides services to other clients. The Contractor shall: (1) provide their own equipment and tools unless otherwise agreed; (2) have the right to provide services to other clients concurrently unless otherwise agreed; (3) bear responsibility for professional indemnity insurance where appropriate; and (4) not be entitled to any employee benefits, annual leave, sick pay, or statutory redundancy payments. If any Revenue, DSP or WRC authority subsequently determines that an employment relationship exists, the Contractor shall indemnify the Client for any PAYE, PRSI and associated penalties.

The Client shall pay the Contractor: Day rate of EUR 650.00 per working day (8 hours), payable Net 30 Days from Invoice on receipt of a valid invoice from the Contractor. All fees are exclusive of VAT. The Contractor's VAT registration number is IE8765432F. VAT shall be charged at the applicable rate on each invoice. Interest on overdue invoices shall accrue at the rate of European Central Bank reference rate plus eight per cent (8%) per annum in accordance with the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580/2012), calculated from the due date to the actual date of payment. Expenses: The Client shall reimburse the Contractor for reasonable, documented, and pre-approved out-of-pocket expenses (including travel, accommodation, and materials) incurred in the performance of the Services, provided VAT receipts or other evidence of expenditure are submitted with the relevant invoice.

The Contractor shall hold in strict confidence all "Confidential Information" of the Client (meaning all non-public business, technical, financial, customer, or operational information disclosed in connection with this Agreement) and shall not disclose such information to any third party or use it for any purpose other than performing the Services. This obligation shall survive termination for a period of three (3) years, save that trade secrets shall be protected without limit of time. The Contractor shall promptly notify the Client of any unauthorised disclosure.

All work product, deliverables, inventions, designs, software, documentation, and other materials created by the Contractor in connection with the Services (the "Work Product") shall, upon creation or reduction to writing, vest in and become the sole and exclusive property of the Client. The Contractor hereby assigns to the Client with full title guarantee all intellectual property rights in the Work Product, including copyright under the Copyright and Related Rights Act 2000 (CRRA 2000, s. 23), by way of present assignment of future copyright where necessary. The Contractor shall execute any further documents reasonably required to perfect this assignment. Pre-existing Contractor IP remains the Contractor's property; the Contractor grants the Client a royalty-free, perpetual licence to use any pre-existing IP embedded in the Work Product.

Moral Rights Waiver: The Contractor irrevocably and unconditionally waives, to the fullest extent permitted by Irish law, all moral rights in and to the Work Product under sections 107 to 112 of the Copyright and Related Rights Act 2000, including the right of paternity (attribution) and the right of integrity (objection to derogatory treatment). This waiver is in favour of the Client and all subsequent owners, licensees, and successors-in-title.

To the extent the Contractor processes personal data on behalf of the Client in connection with the Services, the following terms apply as a data processing agreement pursuant to Article 28 of the EU General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) and the Data Protection Act 2018 (DPA 2018): (a) the Contractor (as "Processor") shall process personal data only on documented instructions from the Client ("Controller"); (b) the Processor shall implement appropriate technical and organisational measures to ensure security of the data in accordance with GDPR Art. 32; (c) the Processor shall not engage sub-processors without prior written authorisation of the Controller; (d) the Processor shall assist the Controller in responding to data subject requests under GDPR Arts. 15–22; (e) the Processor shall delete or return all personal data on termination of the Agreement; (f) the Processor shall make available all information necessary to demonstrate compliance with GDPR Art. 28 and allow audits. The parties acknowledge that the subject matter, duration, nature, and purpose of processing shall be as described in Schedule A (if attached) or as otherwise agreed in writing.

Disclosure. The Contractor discloses that artificial intelligence systems (including, without limitation, large language models, code-generation assistants, document summarisation services and data analytics models) may be used in performing the Services. The Contractor shall, on request, identify the categories of AI systems used.

Compliance. Where AI systems are used, the Contractor 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 Contractor shall not input, upload or otherwise expose any of the Client's Confidential Information or personal data to a 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 Contractor retains documentary evidence on request.

Originality and Liability. The Contractor remains professionally responsible for all Services and Work Product, including those produced with the assistance of AI systems. The use of AI does not reduce the standard of care set out in Clause 1.

Non-Solicitation: During the engagement and for a period of twelve (12) months after its termination, the Contractor shall not, directly or indirectly: (a) solicit or approach any client, customer, or prospective client of the Client with whom the Contractor had contact during the engagement, with a view to providing competing services; or (b) solicit, recruit, or induce any employee or sub-contractor of the Client to leave their employment or engagement. The parties acknowledge that these restrictions are reasonable and proportionate to protect the Client's legitimate business interests under Irish common law, consistent with Murgitroyd and Company Ltd v Purdy [2005] IEHC 159, and are intended to be severable to the maximum extent permitted.

The Contractor declares and confirms that: (a) the Contractor is self-employed for the purposes of the Irish tax system and is solely responsible for filing income tax returns, paying Income Tax, Universal Social Charge (USC), and Pay Related Social Insurance (PRSI) contributions arising from payments received under this Agreement, in accordance with the Taxes Consolidation Act 1997 (TCA 1997) and applicable PRSI regulations; (b) the Contractor has or will obtain and maintain a current tax clearance certificate from the Revenue Commissioners where required; (c) if the Contractor is operating through a personal service company, the Contractor confirms compliance with relevant obligations under the TCA 1997; (d) the Client shall have no obligation to operate PAYE on payments made under this Agreement, provided the Contractor maintains their self-employed status; and (e) if any Revenue authority determines that an employment relationship exists, the Contractor shall indemnify the Client for any PAYE, PRSI, and associated penalties arising from that determination. The parties intend this engagement to constitute self-employment having regard to the Code of Practice on Determining Employment Status 2021.

The Contractor shall maintain in force throughout the Term, and for a period of not less than two (2) years after termination (run-off cover), a professional indemnity insurance policy from a reputable insurer authorised to carry on insurance business in Ireland (or another EEA Member State on a Freedom of Services basis), with a minimum limit of indemnity of EUR 1,000,000 per occurrence (or such higher amount as the Client may reasonably require in writing). The policy shall cover liability arising from any act, error, or omission by the Contractor in the performance of the Services. The Contractor shall, on written request, provide the Client with a copy of the certificate of insurance and confirmation that premiums are paid up. Failure to maintain such cover shall constitute a material breach of this Agreement.

For Convenience: Either party may terminate this Agreement without cause by giving 14 days' written notice to the other party. For Cause: Either party may terminate this Agreement with immediate effect by written notice if the other party: (a) commits a material breach and fails to remedy it within seven (7) days of written notice; (b) becomes insolvent, enters examinership or liquidation under the Companies Act 2014; or (c) is convicted of a criminal offence likely to damage the other party's reputation or business. Consequences: Upon termination, the Client shall pay all fees accrued up to the effective date. The Contractor shall deliver all work product and Client Confidential Information to the Client. The parties acknowledge that this Agreement is not an employment contract and termination does not trigger any rights under the Unfair Dismissals Act 1977, the Redundancy Payments Act 1967, or any other employment legislation.

Any claim, action or proceeding arising out of or relating to this Agreement, whether in contract, tort, or otherwise, must be commenced within six (6) years from the date the cause of action accrued (or, in the case of latent damage, from the date of knowledge), in accordance with the Statute of Limitations 1957 (as amended by the Statute of Limitations (Amendment) Acts 1991 and 2000). Any claim not commenced within that period shall be time-barred.

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 shall be subject to the exclusive jurisdiction of the courts of Ireland. The parties hereby submit to the personal jurisdiction of such courts.

This Agreement may be signed electronically. Electronic signatures are valid and binding under section 13 of the Electronic Commerce Act 2000 and the eIDAS Regulation (EU) No. 910/2014.

Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior representations and understandings. Variation: No amendment shall be binding unless in writing and signed by both parties. Severability: If any provision is unenforceable, the remaining provisions continue in full effect. Waiver: Failure to enforce any provision does not constitute a waiver of future rights. Assignment: The Contractor may not assign obligations under this Agreement without the Client's prior written consent. Notices: All notices shall be in writing and delivered by registered post or email with read-receipt to the addresses set out above.

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