Terms & Conditions.

 

 

1. INTRODUCTION

In these Terms and Conditions the following terms shall, unless the context otherwise requires have the meanings set out below:

“Company” means Satellite Visual Communication FZCO  whose registered number is 396 and whose registered office is situated at  Dubai Silicon Oasis, Po Box 341202 Dubai UAE. Audience Alive™ is a registered brand of Satellite Visual Communication FZCO that also can be referred to as “Company”
“Contract“ means any agreement between The Company and the Customer for the supply of Products, which expressly or by implication incorporates these Terms and Conditions.
“Customer” means the party named in the invoice.
“Delivery Address” means the address as the point of delivery as notified by the Company to the Customer.
“Delivery Date” means the delivery date as notified by the Company to the Customer.
“Hardware” means the hardware components of the Company’s products including all ancillary equipment, accessories, spares, supplies and related documentation.
“Invoice” means the invoice prepared by the Company and issued to the Customer.
“License Agreement” means the terms and conditions governing the supply of software, whether the Company’s own software or third party software, which the Company is authorized to supply to the Customer.
“Price” means the total price for the Products as specified in the invoice.
“Products” means products or services offered by the Company, including maintenance and support, training and education, and consultancy services.
“Software” means any operating system, utility or applications software delivered by the Company in machine readable object, printed interpreted or any other form whatsoever and either incorporated with Hardware or separately supplied, including related documentation.
“Intellectual Property” means all patents, registered and unregistered trade marks, trade and business names, copyright and rights in the nature of copyright including property rights in relation to compilations or databases, design rights and registered designs and all applications for patents and registered trade marks and registered designs (for the whole period of such rights together with, in each case, all extensions and renewals) anywhere in the world.

1.2  This Contract constitutes the entire agreement between the parties with regard to the supply to the Customer of Products.  Each party confirms that it has not relied upon any representation not recorded in this document inducing it to enter into the Contract.  No variation of these terms and conditions will be valid unless confirmed in writing by authorized signatories of both parties on or after the date of the Contract.

1.3  If these Terms and Conditions are incorporated by reference into any other form of agreement between the Company and the Customer and that other agreement is currently in effect at the time the Contract is made, so that the Contract constitutes a contract for the purposes of that agreement, the terms and conditions of the agreement will prevail in the event, but only to the extent, of any conflict of meaning with these Terms and Conditions.

 

2. PRICE AND PAYMENT

2.1  Payment of the Price or any part payment thereof and any other charges due under the Contract must be made as per the applicable invoice.  The contents of the Invoice, including inter alia the Price, shall, in the absence of a manifest error, be deemed to have been accepted by the Customer unless the Customer has notified the Company in writing within 14 days from the date of the Invoice that such contents are disputed.  Unless otherwise agreed, payment shall be made in UAE Dirhams, without set-off, deduction or withholding.  All payments, which are not received when payable, shall be considered overdue and the Company reserves the right to charge interest on a daily basis at four per cent per annum above the Emirates Bank Plc base rate.

2.3 Without prejudice to any of the Company’s other rights if the Customer materially breaches these Terms and Conditions, including but without limitation, by failing to effect any payment due to the Company under the Contract in accordance with Clause 2.2 above, the Company shall have the right to terminate or suspend the Contract in whole or in part without notice. Following such termination or suspension the Company shall be entitled to recover from the Customer all sums owing in respect of the Contract (and in respect of any other Contracts under which the Customer has failed to make due payment) including without limitation the Price with any interest charge payable thereon, together with all damages sustained, and all costs (including full legal costs on a solicitor and own client basis), charges, expenses and losses reasonably incurred, as a consequence of such suspension or termination.

 

3.  TITLE

3.1 Title to the Products is vested in the Company.  Only when the Price, all taxes and other charges due under the Contract have been paid in full, will title to any Hardware supplied under the Contract pass to the Customer.

3.2 No title or ownership of any Software supplied under the Contract and licensed to the Customer under any License Agreement is transferred to the Customer.

 

4. DELIVERY

4.1 Delivery will be affected at the Delivery Address.

4.2 The Delivery Date is approximate only and not of any contractual effect.  While the Company will use all reasonable endeavours to meet the Delivery Date it will not be liable for any loss or damage (including loss of use, loss of contract or loss of profits) incurred by the Customer as a result of any failure to deliver on such particular date.

4.3 Delivery Timeframe: The maximum Delivery Timeframe is over 12months (from date of order). Should the client delay the agreed process for more than 12 months (from date of order) Audience Alive will be entitled to collect any outstanding balance.

 

5. SUBSTITUTION AND CHANGES

5.1 No order which has been accepted by the Company may be cancelled by the Customer except with the prior written consent of the Company and the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of any management time, and labour and materials used) damages, charges and expenses incurred by the Company as a result of such cancellation.

5.2  No order which has been accepted by the Company may be changed by the Customer except with the prior written consent of the Company and the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of any management time, and labour and materials used) damages, charges and expenses incurred by the Company as a result of such changes.

 

6.  HARDWARE

6.1 Where installation or training is not included in the Price and not ordered by the Customer, the Customer will be solely responsible for this, and the Company disclaims all liability in this connection.

6.2  Where the Hardware is installed for use in conjunction with other products not supplied by the Company, the Customer will be solely responsible for ensuring that the Products are compatible with such other products, and the Company disclaims all liability in this connection.

6.3  The Customer will be liable for all costs and bear the risks of de-installation and return to the Company of any Product under the warranty provisions of Clause 6.4 above.  The Company will be liable for the costs and bear the risks of re-delivery to the Customer save where the Company reasonably determines that the Hardware is not defective within the terms of the warranty, when the Customer will be liable for the costs and risks of re-delivery.

 

7. SOFTWARE

7.1 Copyright subsists in all Software whether it is the Company’s proprietary software or software supplied by the Company under license.  All Software is supplied to the Customer only under the terms and conditions of the applicable License Agreement (whether this has been signed and/or returned to the Company or not).  No part of the Software may be copied, reproduced or utilized in any form by any means without the prior written approval of the Company.

7.2  It is the sole responsibility of the Customer to comply with all of the terms and conditions of any License Agreement, and the Customer is hereby notified that any failure to comply with such terms and conditions may result in the revocation of such License Agreement.

7.3 The Customer acknowledges that the Service and all Intellectual Property (including all patents, registered and unregistered trade marks, trade and business names, copyright and rights in the nature of copyright including property rights in relation to compilations or databases, design rights and registered designs and all applications for patents and registered trade marks and registered designs (including, in each case, all extensions and renewals) existing in or in relation to the Service and any other type of intellectual property rights anywhere in the world) are the property of the Company’s and that the Customer may not use, copy, or reproduce the Service or any part of the Service without the Company’s permission.

7.4  The Customer confirms that the Service will be used for internal purposes only and will not be made available publicly or incorporated within any advertisement or other marketing campaign or for use outside the Customer, including for the purposes of retail sale.

7.5  The Customer undertakes to indemnify the Company and to keep the Company at all times fully and effectively indemnified from and against all actions, proceedings, claims, demands, costs (including without prejudice to the generality of this provision the legal costs of the Company), awards and damages however arising directly or indirectly as a result of any breach or non-performance by the Customer or any of the Customer’s warranties, obligations or undertakings under this agreement.

 

8.  CONFIDENTIALITY

8.1 Each party shall treat as confidential all information obtained from the other pursuant to the Contract and shall not divulge such information to any person (except to such party’s own employees and then only to those employees who need to know the same) without the other party’s prior written consent provided that this Clause shall not extend to information which was rightfully in the possession of such party prior to the commencement of the negotiations leading to the Contract, which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this Clause).  Each party shall ensure that its employees are aware of and comply with the provisions of this Clause.  If the Company shall appoint any sub-contractor then it may disclose confidential information to such sub-contractor subject to such sub-contractor giving the Company an undertaking in similar terms to the provisions of this Clause.  The foregoing obligations as to confidentiality shall survive any termination of the Contract.

9. Refund Policy

9.1 For Goods
Once sold you are not able to return goods for refund or exchange.  Audience Response hardware warranty is 2 years from date of sale.

9.2 For Services
For Presentation Production and Event Apps Services no refund or exchange is applicable.

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