TERMS AND CONDITIONS FOR SUPPLY OF SERVICE OF SOUNDBALANCE LTD

Version 1.1 | Jan 2021

1 DEFINITIONS

In this document the following words shall have the following meanings:

1.1 "Agreement" means these Terms and Conditions together with the terms of any applicable Service Specification;

1.2 "Customer" means the organisation or person who purchases services from the Supplier;

1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;

1.4 "Service Specification" means a statement of work, quotation, estimate or other similar document describing the services to be provided by the Supplier;

1.5 "Supplier" means SoundBalance LTD.

2 GENERAL

2.1 These Terms and Conditions shall apply to all contracts for the supply of services and goods by the Supplier to the Customer.

2.2 Before the commencement of the services the Supplier shall submit to the Customer a Service Specification which shall specify the services to be performed and the fees payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Service Specification. All Service Specifications shall be subject to these Terms and Conditions.

2.3 Any timescales, programme dates or completion estimates provided by the Supplier in a Service Specification or any other communication are indicative only and are provided as reasonable estimates at the time of issue. The Supplier shall use all reasonable endeavours to complete the services within such estimated timeframes but time shall not be of the essence in the performance of any services. The Supplier shall notify the Customer as soon as reasonably practicable of any material changes to anticipated timescales, including where delays arise from third-party supply chains, hardware lead times, or factors outside the Supplier's reasonable control.

2.4 The Customer agrees to the Supplier Terms and Conditions in full and the works outlined in the Service Specification by any of the following means:

2.4.1 The Customer raising a Purchase Order number against a quotation or estimate, submitted to the Supplier via email to accounts@soundbalance.co.uk, unless otherwise agreed.

2.4.2 Where Purchase Orders cannot be raised, written acceptance or confirmation from the Customer submitted to the Supplier via email to accounts@soundbalance.co.uk or by electronic message through any digital communication platform to a recognised Supplier contact, a copy or record of which the Supplier may retain as evidence of acceptance.

2.4.3 Verbal confirmation provided by the Customer to a Supplier representative by telephone. The Supplier may record or note such confirmation and the Customer shall be deemed to have accepted the Terms and Conditions unless written objection is received within 2 working days of such confirmation being given.

2.4.4 Part or full payment of any invoice relating to works under a Service Specification shall be deemed as acceptance of these Terms and Conditions in full, regardless of whether a formal Purchase Order or written confirmation has been provided.

2.5 The Supplier Fee and Payment Terms and Conditions (Section 4) shall override any other terms and conditions set out by the Customer, unless otherwise explicitly agreed in writing.

2.6 The Supplier shall only commence any works against the Service Specification, upon receipt of Client Purchase Order (2.4.1) or written acceptance/confirmation (2.4.2).

3 ASSUMPTIONS AND PRE-CONDITIONS

3.1 The services described in the Service Specification are based on information available to the Supplier at the time of issue. The Supplier shall not be liable for additional costs or delays arising from inaccuracies, omissions, or changes to information provided by the Customer or any third party.

3.2 Where the Supplier's services involve interfacing with, connecting to, or integrating with existing hardware or equipment not supplied by the Supplier, the Customer warrants that all such hardware and equipment is in good working order prior to the commencement of works. The Supplier shall have no liability for delays, additional costs, or failure to deliver where existing hardware or equipment is found to be faulty, incompatible, or not fit for purpose.

3.3 Where works require interface with live power or data infrastructure, including but not limited to electrical systems, network infrastructure, or communications cabling, the Customer warrants that all such infrastructure is in a known good working condition prior to the commencement of works. The Supplier reserves the right to suspend works without liability where live infrastructure is found to be in an unknown, untested, or unsuitable condition. Where the Supplier is able and willing to remediate such issues, whether by resolving power, data, or related infrastructure faults, this shall be treated as additional works outside the scope of the Service Specification and charged to the Customer on a time and materials basis at the Supplier's prevailing rates. Any additional time or costs incurred as a result shall be chargeable to the Customer.

3.4 Unless otherwise stated in the Service Specification, the Supplier assumes that adequate site access will be available during normal working hours for the duration of the works, including access to relevant plant rooms, risers, ceiling voids, and any other areas reasonably required. Restrictions to site access or working hours caused by the Customer or any third party may result in additional charges and programme adjustments.

3.5 Where the Supplier is required to work within or alongside systems managed by third parties, including IT departments, building management contractors, or other trades, the Customer is responsible for ensuring the necessary cooperation and access is arranged prior to the commencement of works.

3.6 All information, drawings, specifications, and technical data provided by the Customer or their representatives are assumed to be accurate and current. The Supplier shall not be liable for additional costs or programme impacts arising from information that is found to be incorrect, incomplete, or superseded.

4 FEES AND PAYMENT

4.1 The fees for the performance of the services are as set out in the Service Specification. The Supplier shall invoice the Customer for the services at project end defined in Service Specification, or at each month end until date specified in Service Specification.

4.2 Invoiced amounts shall be due and payable within 30 days of receipt of invoice. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 10% per annum above the base rate of the Bank of England.

4.3 Where the Supplier attends a Customer site, a minimum charge of one full day at the applicable day rate shall apply, regardless of the duration of attendance on that day, unless otherwise agreed in writing prior to attendance.

5 CUSTOMER'S OBLIGATIONS

5.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall:

5.1.1 co-operate with the Supplier;

5.1.2 provide the Supplier with any information reasonably required by the Supplier;

5.1.3 obtain all necessary permissions and consents which may be required before the commencement of the services; and

5.1.4 comply with such other requirements as may be set out in the Service Specification or otherwise agreed between the parties.

5.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer's failure to comply with Clause 5.1.

5.3 In the event that the Customer cancels or postpones the services agreed in the Service Specification, cancellation charges shall apply as follows:

5.3.1 Where written notice of cancellation or postponement is received more than 7 working days prior to the scheduled commencement of services, no cancellation fee shall apply. The Customer shall remain liable for any third-party costs already committed by the Supplier on the Customer's behalf, including but not limited to travel bookings and accommodation fees.

5.3.2 Where written notice of cancellation or postponement is received between 5 and 7 working days prior to the scheduled commencement of services, a cancellation fee of 50% of the contracted service fees as set out in the Service Specification shall apply, in addition to any third-party costs already committed.

5.3.3 Where written notice of cancellation or postponement is received less than 5 working days prior to the scheduled commencement of services, a cancellation fee of 75% of the contracted service fees as set out in the Service Specification shall apply, in addition to any third-party costs already committed. In such circumstances, the Supplier reserves the right to determine whether to attend site or redirect committed resource to other projects, at its sole discretion, without affecting the Customer's liability for the cancellation fees set out in this Clause.

5.3.4 A reduction in the scope of services, including but not limited to the removal of rooms, areas or deliverables from the Service Specification, shall be treated as a partial cancellation and the charges above shall apply to the value of the services removed, at the sole discretion of the Supplier.

5.3.5 The Customer agrees that the charges set out in this Clause represent a genuine pre-estimate of the Supplier's losses in each case.

5.4 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:

5.4.1 the Supplier shall have no liability in respect of any delay to the completion of any project;

5.4.2 if applicable, the timetable for the project will be modified accordingly;

5.4.3 the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.

6 ALTERATIONS TO THE SERVICE SPECIFICATION

6.1 The parties may at any time mutually agree upon and execute new Service Specifications. Any alterations in the scope of services to be provided under this Agreement shall be set out in the Service Specification, which shall reflect the changed services and fees and any other terms agreed between the parties.

6.2 The Customer may at any time request alterations to the Service Specification by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.

6.3 Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.

6.4 Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Service Specification shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.

7 WARRANTY

7.1 The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.

7.2 Without prejudice to Clause 7.1, and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the services to be provided by the Supplier.

8 INDEMNIFICATION

The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer's breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any services provided by the Supplier in accordance with the Service Specification infringes a patent, copyright or trade secret or other similar right of a third party.

9 LIMITATION OF LIABILITY

9.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Customer to which the claim relates.

9.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.

9.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier's liability for death or personal injury resulting from the Supplier's negligence or that of its employees, agents or sub-contractors.

10 TERMINATION

Either party may terminate this Agreement forthwith by notice in writing to the other if:

10.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;

10.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;

10.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;

10.4 the other party ceases to carry on its business or substantially the whole of its business; or

10.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

11 INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall remain the property of the Supplier. The Supplier retains full ownership of the copyright to all materials, including but not limited to code, documents, and deliverables created under this Agreement.

The Customer is granted a non-exclusive, perpetual, and non-transferable license to use the delivered materials solely for their intended purpose as defined in the scope of this Agreement. This license permits the Customer to modify the materials as necessary to fulfill their duty to service and maintain systems that may make use of delivered materials. However, it does not allow the Customer to redistribute, sublicense, or otherwise use the materials beyond their intended purpose without the express prior written consent of the Supplier.

The Customer agrees to take no action that would infringe upon the Supplier's ownership of the Intellectual Property Rights, including, but not limited to, reverse engineering or attempting to replicate the materials without authorization.

If additional rights are required, these must be negotiated and agreed upon in writing prior to the delivery of the materials.

12 FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

13 INDEPENDENT CONTRACTORS

The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition or substitution to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement.

14 SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

15 WAIVER

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

16 NOTICES

Any notice to be given by either party to the other may be served by email, personal service or by post to the address of the other party given in the Service Specification or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

17 ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written.

18 GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.