Terms and Conditions – Hardware

Below are the terms and conditions on which Evergreen Zen Fze. trading as Avario, a company registered in the United Arab Emirates, (“the Company‟) will provide the Services. The Services are to be provided to (“the Client‟). The contract (“The Contract‟) comprises of the Proposal and these terms and conditions.

Definitions

“Services‟ include the specific work to be performed by the Company in the installation of the specified system as outlined in the Proposal.

“Change Order‟ is any instruction in writing using Company’s approved process to amend or add to the Proposal given by the Client or the Client’s Representative to the Company or to the Company’s employees.

“Notice of Substantial Completion‟ is confirmation that will be sent in writing to the Client following the demonstration of the Project Acceptance Criteria as defined by the Proposal.

“In writing‟ may include delivery by email or first class post unless stated otherwise.

Other terms used in these terms and conditions such as Deposit and Payment Schedule are defined and explained in the Proposal.

Quotation

The Company may produce initial budgetary quotations, which may contain general project descriptions and indicative costs. These initial quotations do not form part of this Contract. Amendments to the initial quotations can be made via discussions with the Company, which will lead to a formal proposal being produced. (“The Proposal‟)

Commencement

Services will not commence until the Initial Payment/1st Payment has been received. Upon payment of the Initial Payment/1st Payment the Client confirms and accepts the Proposal and these terms and conditions.

Proposal

All costs (unless specifically stated) are exclusive of costs for third parties attendance such as decorators, plasterers and electricians and taxes, which will be charged at the current rate on the date of the invoice.

The Company reserves the right to replace proposed products/equipment in the case of discontinuation or unavailability with a comparable model. You will be notified in writing of this change and will be asked to confirm your approval in writing.

In the event of delays caused by events or actions outside the Company‟s control the Company reserves the right to charge additional labour fees. The Company will notify you of any issues, which arise which might contribute to additional labour fees.

If the project is of a retro-fit\remodel nature on an existing structure and the scope of work exceeds time estimated to complete the Company reserves the right to charge additional labour fees\additional materials required to complete the project. You will be notified before any additional work commences and informed of the increased cost.

Payment

Payment amounts are defined in the Payment Schedule in the Proposal. All payments are non refundable. The Company will issue invoices at appropriate stages in the Contract as per the Payment Schedule in the Proposal. Where there has been a Change Order and new services/materials are required an invoice will be sent upon acceptance in writing by the Company of the Change Order for these services\materials and not at the next point in the Payment Schedule.

The price for the goods and/or services shall be payable no later than 14 from the date of the relevant invoice. The time stipulated for payment shall be of the essence of the Agreement. Failure to pay within the period specified shall entitle us to write to you upon the expiration of seven days’ notice, to charge you for costs and expenses incurred in recovering late payments, and to charge interest at the rate then in force pursuant to the laws set out by the jurisdiction having authority in the region where the work was completed.

Failure to pay any invoice within the required time will entitle the Company to cease providing the Services until payment is made. Payments may not be withheld under any circumstances.

Amendments or Additions.

Any amendments to the Proposal following commencement of the deliverables within the Proposal must be confirmed in writing and can be requested by completion of a Change Order. If you request, and the Company agrees in writing to provide Services additional to those, which the Proposal covers, charges or costs incurred by the Company due to amendments being made after the Proposal has been agreed will be charged and invoiced separately from the original Payment Schedule.

Third Parties

Our pricing and design processes are based around delivering end-to-end solutions based on recommended complete packages. Where equipment has been sourced through third parties or components have been substituted which differ from our recommendation, even if to “same specification” issues can arise which impact on the overall system reliability and performance. We therefore do not, unless agreed by the Company in writing, support third party sourced equipment or cabling.

Where components are sourced through third parties, or when equipment specification differs from our recommendation, we reserve the right to apply a “management fee” to cover the additional potential troubleshooting/support in addition to associated installation and commissioning costs of the third party equipment.

Additionally, where we or our trusted installers and/or electricians do not conduct installation of cabling, we insist on a separate and chargeable visit prior to boarding/plastering so that we may complete a visual check of the cabling installation, and conduct a >25% certification cable test. Where a failure is identified during the “25% test”, we would then proceed to conduct a full 1st fix cable test. Without 100% cable test success we do not support or accept any liability for 1st fix cabling. Guide costs for this would be given prior to carrying out such testing, but would be based on a day rate plus materials and would be dependent on the level of complexity we encounter at the time of visit.

Your responsibilities

You agree that you will co-operate with the Company and provide with reasonable notification and standard the information, documentation and facilities that it reasonably requires to perform the Services. This includes (but is not limited to) providing the Company with constraints, deadlines and changes to the project’s timeline; amendments to building plans/location of services; supply of suitable power, lighting, ventilation, heating and bathroom facilities; access for measuring and assessments.

Confidentiality

The Company shall treat all personal and business information supplied by you as confidential and in accordance with the laws within the jurisdiction that the work takes place. The Company shall not disclose such information to any third party without your prior permission, except where required by law or where action might be necessary to protect you or someone else.

Consent

Any permits and the costs of such permits required for the installation of products/equipment are your responsibility. The Company will not be held liable for any failure to obtain permits such as building or conservation permissions.

The Company may as part of the Services accept manufacturer or third party license agreements on your behalf. You must confirm in writing to the Company that you do not consent to the Company accepting any such agreement on you behalf prior to the commencement of services.

Intellectual Property

The Company retains all intellectual property rights which exist or are created through the provision of the Services.

All system programming, configuration or software will remain the property of the Company and company is under no obligation to provide any such source material.

Warranty and acknowledgments

The Company’s aim is to provide the Services using reasonable care and skill and in compliance with commonly accepted practices and standards. The Company provides no warranty or guarantee that any result or objective can be or will be achieved or by a given date.

The Company warrants the design, integrity and installation of its work for a period of ninety (90) days from the date of Notice of Substantial Completion, regardless of the existence of minor outstanding work.

The products/equipment installed by the Company are subject to independent manufacturers‟ warranties. The Company shall endeavour to transfer to the Client the benefit of any warranty or guarantee where possible. The commencement of the warranty period for products/equipment is determined by the manufacturer.

Professional Indemnity insurance and Public Liability insurance is maintained by the Company. Copies of certificates are available on request.

Services and Support

Unless a Service Plan has been effected prior to Notice of Substantial Completion the Company reserves the right to charge a call out charge, materials\replacement equipment not covered by manufacturers’ warranties and carriage\shipping\freight charges.

Standard call out charge of $125 will be invoiced including same day cancellation/no answer. $75 per hour from arrival will be invoiced for work performed thereafter. Our normal call out charges and hourly rates are double for ”emergency” call outs outside of normal office hours. All charges exclude VAT.

An exception to above is one attendance within the first thirty (30) days from the date of Notice of Substantial Completion to implement changes to customer preferences following a settling in period. This is limited to “soft” changes like names of buttons, etc. and may be conducted remotely, if applicable.

Payment for Service Plans are payable in advance annually and are non-refundable. Non-payment results in suspension of service support. One-month notice cancellation period required.

Liability

a) If you request, and the Company agrees, that as part of the Services the Company shall recommend, liaise with and/or supervise third parties, the Company shall have no liability for any deficiencies in any goods supplied or work done or damage caused by any third party, unless those deficiencies or that damage are directly caused by the Company’s negligence.
b) The Company’s liability to compensate you for any loss or damage (in the case of loss or damage other than death or personal injury) is limited to the fee for the Services, having regard to such factors as whether the damage was due to a negligent act or omission by the Company. The Company shall have no liability for any consequential or indirect loss suffered by you, such as, loss of earnings, loss of time, and loss of business or goodwill.
c) The Company shall not be liable for any loss of data, performance or damage to any products/equipment where configuration or installation has occurred during the provision of the Services.
d) During the provision of the Services the Company will need to test products/equipment and remove packaging in order to begin installation. The Company shall not be liable for any faults with the products/equipment or any loss should they be non refundable.
e) You agree to defend, indemnify and hold harmless the Company, and its officers, directors, employees, consultants, agents, and other representatives, from and against any and all suits, claims, actions, proceedings, damages, demands, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees), arising from or related to: (a) your negligence or willful misconduct; (b) your use of the product; (c) your breach of any of your representations, warranties, obligations, or covenants in this Agreement; and (d) your use of Third-Party Content, defined below.

Force Majeure

The Company shall not be liable for any failure or delay in performance of the Services which is caused by circumstances beyond their reasonable control.

Termination

This Contract may be terminated on notice if either party breaches the terms of the Contract or becomes insolvent or the subject of insolvency proceedings.

If you wish to terminate the provision of Services before they are completed or if they are terminated before they are completed because of a default on your part you will be liable to pay the Company‟s full fee as set out in the Proposal.

Notices

Any notice to be served shall be delivered by hand or sent by first class pre paid post to the addresses displayed on the Proposal and shall be deemed to have been received within 72 hours of posting.

Rights of Third Parties

A person who is not a party to the Contract shall not have any rights under or in connection with it.

Disputes

If you are unhappy with the Services provided, please discuss any problems or issues by contacting Richard Scott-Smith, CEO either by email to richard@avariohome.com.