Legal

Founding Sponsorship & Naming Rights Terms & Conditions.

This document is a working draft prepared as a solid starting point, not a final legal document reviewed by a solicitor. It will be formally reviewed by a solicitor as Umpireal grows. Nothing here should be treated as legal advice.

1. What Your Sponsorship Actually Funds

Umpireal is at an early, pre-construction stage. Founding sponsorship and naming rights contributions fund the pilot phase of a small number of regional nodes: site selection, engineering and planning design, regulatory and planning permission costs, and the operating expenditure required to bring each site to shovel-ready, construction-ready status. This is stated plainly because it is true, and because sponsors should understand exactly what stage of development their contribution supports.

Once a node becomes operational, the intention — not a guaranteed or contractually enforceable outcome, since it depends on successful construction and operation — is that it will supply low-cost waste heat to the surrounding community and provide an annual sponsorship contribution to local community programmes from its ongoing revenue. This is Umpireal's stated aspiration for every operational node, disclosed so sponsors understand the intended long-term community purpose their early support is helping to build toward.

2. Not an Investment, Not a Donation

• This is a sponsorship or licensing fee in exchange for recognition (a plaque, a digital listing, a naming right). It is not the purchase of shares, a security, a loan, or any other financial instrument, and confers no equity, profit share, dividend, or right to repayment.
• Umpireal Ireland Ltd is a private limited company, not a registered charity. No charitable tax relief applies to any sponsorship or naming rights payment.
• Naming rights (Keystone Annual or Lifetime) are a licence to use a name in connection with a specific node, on the terms set out here — not an ownership interest in the node, the company, or any asset.

3. This Is an Early-Stage Pilot — Risk Is Real, Not Theoretical

Umpireal is a young company building a genuinely new category of infrastructure. As with any early-stage infrastructure project, there is a real risk that a specific site is delayed, redesigned, relocated, or does not proceed to construction — whether due to planning refusal, funding constraints, site availability, or other factors outside Umpireal's control. This section exists to be honest about that risk before anyone contributes, not to bury it in small print.

If a specific node does not proceed:

• Sponsors will be offered, at Umpireal's reasonable discretion, one of: (a) transfer of the sponsorship or naming right to another node in the same region once available, (b) a full or partial refund, or (c) continued recognition on Umpireal's general founding sponsor roll independent of any specific site.
• Umpireal will communicate proactively with sponsors if a specific site's status changes materially, rather than leaving contributors to find out independently.

4. Permanence — What "Lifetime" and "100-Year" Actually Mean

• A Lifetime naming right is tied to the physical node's 100-year civil design life, not to any individual's lifespan, and continues regardless of changes in Umpireal's ownership or management, provided the named node remains in operation.
• If a named node is decommissioned, demolished, or permanently ceases operation before the end of its intended design life, Umpireal will offer the naming-rights holder either transfer of the naming right to a replacement or newly built node, or a pro-rata refund based on the remaining portion of the original 100-year term.
• Annual (non-Lifetime) naming rights and sponsorship tiers are maintained only while contributions remain current, with a grace period on missed renewals as stated on the relevant product page.

5. Recognition, Display, and the Right to Decline

• Sponsor and naming-rights holder names may be displayed publicly, including on physical plaques, digital sponsor rolls, and Umpireal's website and marketing materials, unless the sponsor requests anonymity in writing.
• Umpireal reserves the right to decline, refuse, or remove any name, logo, or association it reasonably considers offensive, unlawful, or damaging to Umpireal's reputation, at its sole discretion, with a refund of any unused portion of the relevant fee.

6. Data Protection

Personal data (name, contact details, payment information) is collected to process the sponsorship or naming right and, where applicable, to display public recognition. Payment processing is handled by third-party payment providers (currently Stripe and, for bank transfer, Umpireal's business bank account) under their own data protection terms. Umpireal will publish a separate Privacy Policy setting out the lawful basis for processing, data retention, and sponsor rights under GDPR, and will seek explicit, separate consent before displaying any sponsor's name publicly.

7. General Terms

• These terms are governed by the laws of Ireland.
• Umpireal will use commercially reasonable efforts to deliver the recognition and any stated community benefits described above, but does not guarantee a specific delivery date, and is not liable for delay or non-delivery caused by circumstances outside its reasonable control (force majeure), including but not limited to planning delays, grid connection delays, extreme weather, or supply chain disruption.
• Nothing in these terms limits any statutory right a consumer may have under Irish or EU consumer protection law that cannot lawfully be excluded.
• Umpireal may update these terms from time to time; the version in force at the time of a sponsor's contribution applies to that contribution.

8. Why Now

Umpireal exists because stop-start road junctions waste enormous amounts of fuel, time, and safety, while the world separately struggles to find land, power, and water for the compute infrastructure driving the AI economy. Umpireal's node design addresses both problems in one structure, at the exact point they already intersect. Founding sponsorship funds the first proof that this works — not a risk-free proposition, but a genuine, tangible way to help build infrastructure that improves traffic safety, adds clean power capacity, and creates low-cost community heat, starting now rather than waiting for the idea to be proven by someone else first.

Umpireal Ireland Ltd · Clonmellon, Co. Westmeath, Ireland · alanledwith@umpireal.com · Draft prepared July 2026, pending solicitor review