Business Terms & Conditions

1) Introduction

Thank you for visiting Vision Tech AV Ltd ("Company," "We," "Us"). Vision Tech AV Ltd is a leading provider of specialist Audio Visual consultancy, design, installation, commissioning and support services. By accessing or using our services, you ("Client") acknowledge and agree to be bound by these Terms of Service ("Terms"). These Terms govern your use of our services and establish the obligations and responsibilities of both Vision Tech AV Ltd and the Client.

2) Definitions

The following terms used throughout this Agreement shall have the meanings set forth below:

Company: Vision Tech AV Ltd.

Client: The individual or entity that has retained the Company to perform the Services (may be singular or plural).

Services: The consultancy, design, installation, commissioning and support provided by the Company, as further described in Section 8 [Services Provided] of this Agreement.

3) Services Provided

Vision Tech AV Ltd is a single source for all your audiovisual technology needs. We offer a comprehensive suite of services designed to elevate your project from conception to successful implementation and ongoing support. Full list of our services can be found on our website at www.VisionTechAV.com.

4) Client Obligations

For the successful and timely completion of the Services, the Client shall:

a) Compliance with Laws and Regulations: Comply with all applicable laws and regulations relevant to the Services provided by Vision Tech AV Ltd.

b) Accurate and Complete Information: Provide Vision Tech AV Ltd with accurate and complete information necessary for the successful performance of the Services. This information may include, but is not limited to, project specifications, technical details, and any other relevant data.

c) Timely Cooperation and Communication: Cooperate with Vision Tech AV Ltd in a timely manner throughout the project lifecycle. This includes meeting all agreed-upon deadlines for providing necessary information and materials to avoid potential delays and associated costs. The Client will also maintain open and responsive communication channels with Vision Tech AV Ltd to facilitate a smooth and efficient project execution.

5) Fees and Payment Terms

a) Service Fees: Our fees for services rendered are outlined in a detailed pricing schedule, which we will gladly provide upon request. Please note that fees are subject to variation based on the specific services engaged and the overall project complexity.

b) Payment Terms: Payment for all services rendered is due in full within thirty (30) calendar days from the invoice date. Timely payments are essential for ensuring uninterrupted service and project continuity.

c) Milestone Billing: For projects with pre-defined milestones, a customized payment schedule can be established. Strict adherence to agreed-upon milestone payment timelines is crucial. Should there be any delays in processing a milestone payment, Vision Tech AV Ltd reserves the right to temporarily pause work on the project until the outstanding amount is settled.

d) Alternative Payment Arrangements: We recognize that clients may have unique payment requirements. For those seeking arrangements beyond our standard terms, we are open to discussing and negotiating customized payment schedules. Any such deviations from our standard terms must be clearly documented in a written agreement signed by both parties.

e) Late Payment Fees: Late invoice payments will incur a late fee of eight percent (8%) of the outstanding balance, calculated cumulatively, in addition to the prevailing Bank of England base rate.

f) Estimates and Validity Period: Estimates provided by Vision Tech AV Ltd are valid for a period of thirty (30) days from the date of issuance, unless otherwise explicitly stated in writing. It's important to understand that estimates serve as approximations based on the information available at the time of generation. They may not reflect the final project cost.

g) Basis for Estimates: Estimates are meticulously formulated based on the details a Client furnishes regarding project requirements. These requirements may encompass, but are not limited to, project scope, deliverables, and resource allocation. If the project scope or requirements evolve after the estimate is issued, the final cost may necessitate adjustment. Vision Tech AV Ltd is committed to open communication and will work collaboratively with the Client to revise the estimate as necessary to reflect any changes in project parameters.

h) Change Order Notification: Vision Tech AV Ltd prioritizes transparent communication with its Clients. In the event that unforeseen circumstances arise that could potentially impact the originally estimated cost, the Client will be promptly notified in writing before we proceed. This notification will outline the rationale for the cost change and provide a revised estimate for the Client's approval.

6) Confidentiality and Data Protection

a) Commitment to Client Confidentiality: Vision Tech AV Ltd prioritizes the safeguarding of all Client information entrusted to us. We are unwavering in our commitment to maintaining the strictest standards of confidentiality regarding all project-related data, whether provided verbally or in writing.

b) Mutual Confidentiality Obligations: Both Vision Tech AV Ltd and the Client acknowledge and agree to uphold the confidentiality of all information disclosed during the course of the project. This includes, but is not limited to, project details, proprietary information, and any sensitive data shared throughout the engagement. This obligation to maintain confidentiality extends beyond the termination of this Agreement.

c) Permissible Disclosures: Disclosure of confidential information may only occur under the following circumstances:

i) Prior Written Consent: The disclosing party has provided prior written consent to the disclosure.

ii) Public Domain Information: The information is already publicly known (through no fault of the receiving party).

iii) Independently Developed Information: The information was independently developed by the receiving party without reliance on the disclosing party’s confidential information.

iv) Legal or Court-Ordered Disclosure: Disclosure is mandated by law or a valid court order.

d) Data Protection (Adherence to Data Protection Regulations): Vision Tech AV Ltd is steadfastly committed to upholding the highest standards of data protection, adhering to all applicable regulations including the General Data Protection Regulation (GDPR). We prioritize data privacy and ensure that all personal data entrusted to us by the Client is processed lawfully, fairly, and transparently.

e) Core Data Processing Principles: We adhere to the following core principles when processing personal data:

i) Purpose Limitation: Personal data is collected only for clearly defined, legitimate purposes and is not further processed in a manner incompatible with those purposes.

ii) Data Minimization: We collect only the minimum amount of personal data necessary to fulfil the agreed-upon purposes.

iii) Data Security: We implement robust technical and organizational safeguards to protect personal data from unauthorized or unlawful processing, accidental loss, destruction, or damage.

f) Client Rights Regarding Personal Data: The Client retains the right to access, rectify, erase, or restrict the processing of their personal data, provided such actions align with applicable data protection regulations.

7) Intellectual Property Rights

a) Ownership of Intellectual Property: All intellectual property rights (“IPR”) arising from or created in connection with the Services provided by Vision Tech AV Ltd (“Company”), including, but not limited to, designs, software code, documentation, and any other original works of authorship, shall be the exclusive property of the Company. This includes any IPR developed by the Company even if it is incorporated into, or used in conjunction with, pre-existing Client materials.

b) Client License Grant: Upon full and timely settlement of all outstanding invoices for the Services rendered, the Company grants the Client a non-exclusive, non-transferable License to use the IPR solely for the intended purpose as outlined in the project agreement. This License is expressly limited to the Client’s internal business operations and does not encompass any right to modify, distribute, sub-License, or create derivative works of the IPR without the prior written consent of the Company.

c) Resale Licenses: Clients seeking to resell software developed by the Company must procure a separate resale License. These resale Licenses are available for an additional cost and must be negotiated and agreed upon in writing in a separate agreement.

d) Breach of Agreement and IPR Protection: In the event of a material breach of this Agreement by the Client, the Company reserves the right to pursue all available legal remedies to protect its IPR, including, but not limited to, seeking injunctive relief and pursuing claims for damages. Furthermore, the Company may, at its sole discretion, revoke the Client’s limited License to use the IPR in the event of a material breach.

8) Service Availability and Modifications

a) Service Enhancements and Modifications: Vision Tech AV Ltd is steadfastly committed to continuous service improvement and innovation. We may, from time to time, elect to modify our service offerings to incorporate the latest advancements and best practices in the industry. In the event of any significant modifications that could potentially impact the scope, deliverables, or timelines of a Client's project, we will prioritize open communication by providing the Client with advance written notification outlining the nature of the proposed changes. This notification will afford the Client the opportunity to review and approve the modifications before they are implemented. We are committed to working collaboratively with the Client to ensure a smooth transition in the event of any service modifications.

b) Unforeseen Service Disruptions: Vision Tech AV Ltd prioritizes the uninterrupted delivery of services to our Clients. However, we acknowledge that unforeseen circumstances, such as technological advancements or third-party dependencies, may necessitate temporary service disruptions. In such situations, Vision Tech AV Ltd will take all reasonable steps to minimize any disruption and restore service as quickly as possible. We will also proactively provide the Client with timely updates regarding the nature, anticipated duration, and resolution plan for the service disruption.

c) Service Suspension for Material Breach: Vision Tech AV Ltd reserves the right to suspend services in the event of a material breach of this Agreement by the Client. This may include, but is not limited to, situations where the Client fails to make timely payments or otherwise violates the terms outlined in this Agreement. Prior to suspending services, and in adherence to the principles of fair dealing, Vision Tech AV Ltd will provide written notice to the Client

9) Termination

a) Termination for Material Breach: This Agreement may be terminated by written notice to the non-breaching party by the party alleging a material breach. A material breach is defined as a violation of a fundamental provision of this Agreement that is not cured within thirty (30) calendar days of written notification specifying the nature of the breach.

b) Examples of Material Breach:

i) Client's Material Breach: The Client's material breach may include, but is not limited to, failure to make timely payments for services rendered, unauthorized use of Vision Tech AV Ltd.'s intellectual property, or any other violation of this Agreement that significantly impedes Vision Tech AV Ltd.'s ability to fulfil its service obligations.

ii) Company's Material Breach: Vision Tech AV Ltd.'s material breach may include, but is not limited to, failure to provide the Services in accordance with the agreed-upon standards as outlined in the project agreement, or any other violation of this Agreement that significantly hinders the Client's ability to achieve the project objectives.

c) Termination for Other Reasons: This Agreement may also be terminated by either party upon written notice to the other party in the following circumstances:

i) Mutual Agreement: Both parties reach a written agreement to terminate the Agreement.

ii) Insolvency or Bankruptcy: If either party becomes insolvent or bankrupt.

d) Consequences of Termination: Upon termination of this Agreement, the following provisions will take effect:

i) Return of Confidential Information: The Client shall promptly return all confidential information and materials belonging to Vision Tech AV Ltd, including any copies or reproductions thereof.

ii) Payment of Outstanding Invoices: The Client shall settle all outstanding invoices for Services rendered up to the effective date of termination.

iii) License Termination: All Licenses granted to the Client under this Agreement, including any Licenses to use the Company's IPR, shall automatically terminate upon the termination of this Agreement, unless otherwise agreed upon in writing by both parties.

iv) Survival of Certain Provisions: Certain provisions of this Agreement, by their nature, are intended to survive the termination of this Agreement and shall remain in full force and effect. These include, but are not limited to, provisions regarding confidentiality, intellectual property rights, and limitations of liability.

e) Client-Initiated Termination for Convenience: For smaller bookings totalling 5 days of services or less, the Client may elect to terminate this agreement for convenience by providing Vision Tech AV Ltd ("Company") with written notice of termination at least 3 full business days prior to the scheduled commencement of the services. For bookings totalling 6 days or more, two (2) days notice is required for every five days of services booked.

f) Consequences of Client-Initiated Termination: Should the Client provide less than the required written notice of termination, the Client agrees to compensate the Company for all demonstrably incurred costs associated with the project up to the date and time of termination. These reimbursable costs may include, but are not limited to:

i) Non-recoverable Expenses: Pre-paid, non-refundable expenses incurred by the Company in good faith preparation for the project, such as travel arrangements, accommodation bookings, and third-party service fees. Documentation will be provided to substantiate these costs.

ii) Labor and Resource Costs: Time and resources allocated by the Company's personnel specifically for the Client's project, calculated at the agreed-upon rates. A detailed breakdown of these costs will be provided upon request.

g) Partial Project Completion: In the event that any portion of the Services has been completed by the Company prior to the Client-initiated termination, or if resources have been specifically allocated for the Client's project, the Client shall be responsible for payment for the completed work and allocated resources at the agreed-upon rates.

10) Dispute Resolution

a) Amicable Resolution: Vision Tech AV Ltd prioritizes fostering a strong, collaborative working relationship with our valued Clients. In the event of a dispute arising from, or related to, this Agreement, the parties agree to make a good faith effort to resolve the dispute amicably through open and constructive communication. This collaborative approach aims to achieve a swift and efficient resolution that minimizes disruption to the project timeline and preserves the positive working relationship between Vision Tech AV Ltd and the Client.

b) Tiered Dispute Resolution Process: Should good faith efforts fail to resolve the dispute within a reasonable timeframe, a tiered dispute resolution process will be implemented, with the following options available:

i) Mediation: The parties may elect to engage a neutral third-party mediator to facilitate a mediated settlement discussion. Mediation offers a structured and confidential environment conducive to exploring potential solutions that satisfy the interests of both parties. The mediator does not have the authority to impose a binding decision; rather, they guide the parties toward a mutually agreeable resolution.

ii) Binding Arbitration: If mediation is unsuccessful, the parties may agree to submit the dispute to binding arbitration. Arbitration is a formal process where a neutral third-party arbitrator, selected jointly by the parties, issues a binding decision on the dispute. The arbitrator's decision is generally considered final and enforceable by a court of law. The specific rules governing the arbitration process will be determined by mutual agreement between the parties.

c) Litigation as a Last Resort: Should both good faith efforts and the tiered dispute resolution process fail to yield a satisfactory outcome, litigation may be pursued as a last resort. This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of the United Kingdom.

d) Liability Limitations

e) Limitation of Liability: Vision Tech AV Ltd.'s liability arising from or related to the Services provided under this Agreement, or the breach of any provision hereof, shall be strictly limited to the amount of the fees paid by the Client for the specific Services that directly gave rise to the claim. In no event shall Vision Tech AV Ltd be liable for any indirect, incidental, consequential, or punitive damages, including but not limited to, loss of profits, loss of revenue, loss of business opportunity, loss of data, or business interruption.

f) Exclusion of Consequential Damages: Vision Tech AV Ltd acknowledges that the Client may use the Services in conjunction with its own business operations and data. The Client acknowledges and agrees that Vision Tech AV Ltd shall not be liable for any consequential damages that may arise from the use of the Services, including but not limited to, loss of profits, loss of revenue, or business interruption.

g) Force Majeure Events: Vision Tech AV Ltd will not be held liable for any delays or disruptions in service performance attributable to Force Majeure events. Force Majeure events are defined as extraordinary circumstances outside the reasonable control of Vision Tech AV Ltd, such as acts of God, natural disasters, civil unrest, governmental actions, power outages, or internet disruptions. In the event of a Force Majeure event, Vision Tech AV Ltd will use commercially reasonable efforts to minimize the impact on service delivery and keep the Client promptly informed of the situation.

11) Disclaimer of Warranties: Vision Tech AV Ltd provides the Services hereunder on an "as-is" and "as-available" basis, and to the extent permitted by law, disclaims all warranties, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Client acknowledges that the Services may not be error-free and that performance issues may occasionally arise. Vision Tech AV Ltd does not guarantee that any defects will be corrected. Any specific warranties regarding the Services will be expressly outlined in a written project agreement signed by both parties.

12) Indemnification

a) Client's Indemnification Obligations: The Client agrees to indemnify, defend, and hold harmless Vision Tech AV Ltd (the "Company"), its officers, directors, employees, agents, and affiliates (collectively, the "Indemnified Parties"), from and against any and all claims, demands, losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising out of, or in connection with:

b) Breach of Agreement: The Client's breach of any provision of this Agreement.

c) Use of Services: The Client's use of the Services, including any misuse, unauthorized use, or violation of applicable laws or regulations.

d) Third-Party Claims: Any claims brought by a third party arising from, or related to, the Client's use of the Services.

13) Force Majeure

a) Force Majeure Events: Vision Tech AV Ltd (the "Company") shall not be liable for any delay or failure to perform its obligations under this Agreement due to the occurrence of events beyond its reasonable control, including, but not limited to:

b) Natural Disasters: Acts of nature such as earthquakes, floods, hurricanes, wildfires, tornadoes, or other similar events.

c) Acts of War or Terrorism: War, terrorism, sabotage, or similar acts.

d) Civil Unrest: Riots, strikes, lockouts, or other forms of civil unrest.

e) Government Actions: Government regulations, acts, or orders that directly impact the Company's ability to perform its obligations under this Agreement.

f) Other Unforeseen Circumstances: Any other event or circumstance beyond the Company's reasonable control, which significantly hinders or prevents the Company's performance of its obligations under this Agreement.

g) Notification and Mitigation Efforts: In the event of a Force Majeure Event, the Company will promptly notify the Client in writing, outlining the nature of the event and its anticipated impact on the performance of the Services. The Company will use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance of its obligations under this Agreement as soon as practicable. The Company will also maintain open communication with the Client, keeping them informed of any updates or changes in the situation.

h) Client Cooperation: The Client agrees to cooperate with the Company in good faith to explore potential solutions and alternative service delivery methods in the event of a Force Majeure Event. This collaborative approach aims to minimize disruption to the project timeline and ensure the continued success of the project.

14) Amendments

a) Modification of Terms of Service: Vision Tech AV Ltd ("Company") reserves the right to modify these Terms of Service ("Terms") at its sole discretion. We will endeavor to provide the Client with advance written notice of any material modifications to the Terms. This written notice may be delivered via email to the Client's primary email address on file or by posting the revised Terms on the Company's website.

b) Client Acceptance of Revised Terms: The Client's continued use of the Services following the effective date of any amendments to the Terms shall be deemed to constitute the Client's acceptance of the revised Terms. Should the Client object to any revisions to the Terms, the Client has the right to discontinue its use of the Services.

15) Contact Information

a) Methods of Communication: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, postage prepaid, or sent by reputable overnight courier service, addressed as follows:

i) If to the Company: Vision Tech AV Ltd Bryn Berllan, Jolly Road, Garnant, Ammanford. SA18 1NE.

info@VisionTechAV.com

0333 335 5510

ii) If to the Client: At the Client's address set forth on the Project Agreement or such other address as the Client may have furnished the Company in writing.

16) Electronic Notices: The parties hereto agree that all notices and other communications hereunder may also be transmitted electronically via email, with a copy sent to the addresses listed above. All electronic notices shall be deemed to have been duly given upon confirmation of receipt by the recipient.

17) Contact Information: The Client may contact Vision Tech AV Ltd with any questions or concerns regarding these Terms of Service by any of the following methods:

a) Email: info@VisionTechAV.com

b) Phone: 0333 335 5510

18) Importance of Prompt Communication: Vision Tech AV Ltd values open and transparent communication. We are committed to promptly addressing any questions or concerns you may have regarding these Terms of Service. We encourage you to contact us as soon as possible if you encounter any issues or have enquiries.

19) Additional Terms and Conditions

a) Client Satisfaction and Refund Policy

b) Commitment to Client Satisfaction: Vision Tech AV Ltd ("Company") is committed to providing exceptional service and high-quality results that meet or exceed our Client's expectations. We value our Client relationships and strive to ensure a positive and successful project experience.

c) Completed Services: Due to the customized nature of the Services provided by Vision Tech AV Ltd, payments for completed work are generally non-refundable. The Project Agreement will clearly outline the deliverables and acceptance criteria for each project phase. Our rigorous quality assurance processes ensure that all Services are delivered in accordance with the agreed-upon specifications.

d) Client Satisfaction Process: In the unlikely event that a Client is dissatisfied with a completed project, we encourage the Client to promptly notify Vision Tech AV Ltd in writing. We are committed to addressing any concerns and working collaboratively with the Client to achieve a mutually agreeable resolution. This collaborative approach may involve troubleshooting, rectification of identified issues, or adjustments to the project deliverables to ensure alignment with the Client's requirements.

e) Service Contracts: Service contracts, such as maintenance agreements and ongoing support plans, are typically non-refundable due to the ongoing nature of the services provided. However, in the exceptional circumstance where a Client seeks to terminate a service contract prior to its expiration, Vision Tech AV Ltd will work diligently with the Client to explore alternative solutions or reach a mutually beneficial outcome.

f) Prepaid Service Packages: For prepaid service packages, if a Client chooses to cancel the service agreement prior to the expiration date, Vision Tech AV Ltd will, at its sole discretion, consider prorated refunds for the unused portion of the service, based on the remaining contract term. Please note that refunds are not guaranteed and will be evaluated on a case-by-case basis, taking into account the specific circumstances surrounding the cancellation request.

g) Force Majeure Events: Cancellations due to unforeseen circumstances beyond the reasonable control of either party, as defined in the Force Majeure clause [Section 13], will be handled on a case-by-case basis. Our objective is to reach a fair and equitable solution for both parties in such situations.

h) Refund Request Process: To initiate a refund request, Clients are required to contact Vision Tech AV Ltd.'s customer service team in writing. Please provide your project details, a clear explanation for the refund request, and any relevant supporting documentation. Our customer service team will review all refund requests within ten (10) business days and communicate the outcome to the Client in writing.

i) Refund Processing: Approved refunds will be processed within thirty (30) business days of approval and will be issued via the original payment method used for the purchase.

j) Dispute Resolution: Vision Tech AV Ltd is committed to resolving any Client disputes regarding refunds in a timely and amicable manner. In the event that a mutually agreeable resolution cannot be reached through the Client Satisfaction

20) Travel Expense Adjustments

a) Travel expenses, including airfare, accommodation, ground transportation, and meals, are subject to market fluctuations and availability. While Vision Tech AV Ltd strives to provide accurate estimates during the initial project proposal stage, final travel costs may vary. We reserve the right to adjust the quoted travel expenses to reflect the actual costs incurred at the time of booking. Clients will be notified of any such adjustments, and these will be reflected in the final project invoice. The Client agrees to be responsible for any additional travel expenses beyond the initial estimate.

21) Limited Warranty

a) Vision Tech AV Ltd ("Company") warrants its Installation, control system programming, commissioning, and software development work undertaken entirely by its team for a period of twelve (12) months from the date of project completion (the "Warranty Period"). This warranty covers any defects or errors in workmanship arising from the Company's services within the original scope of work as outlined in the Project Agreement.

b) Warranty Coverage

i) During the Warranty Period, the Company agrees to address and resolve, free of charge to the Client, any issues arising from its workmanship or errors within the covered systems. This ensures the Client receives high-quality services and that any qualifying issues will be promptly rectified at no additional cost.

c) Warranty Exclusions

The Company's warranty does not extend to:

i) Client or Third-Party Modifications: Changes or modifications made to the systems by the Client or third parties without the Company's prior written consent.

ii) Misuse or External Events: Misuse, negligence, accidents caused by the Client or third parties, or other factors beyond the Company's reasonable control.

d) Warranty Claims

i) To initiate a warranty claim, the Client must notify Vision Tech AV Ltd in writing within the Warranty Period, providing detailed information about the issue and any relevant documentation. The Company will investigate the claim and determine if it is covered under the terms of the warranty. If the claim is valid, the Company will take appropriate steps to resolve the issue at no additional cost to the Client.

e) Extended Warranty Options

i) At Vision Tech AV Ltd's sole discretion and for specific project types, Clients may be offered the option to purchase extended warranty coverage for periods of 2, 3, or 5 years. These extended warranties shall be subject to the same terms and conditions as the standard 12-month warranty outlined in this Section 10. If offered, extended warranty purchases must be completed within 30 days of project completion.

f) Warranty Voidance

i) Any modifications or alterations made to Vision Tech AV Ltd's work by third parties without the Company's prior written consent will void the warranty. To ensure continued warranty coverage, all changes to the systems must be performed by Vision Tech AV Ltd.

g) Limitation of Liability

i) Vision Tech AV Ltd's sole liability under this warranty is limited to the correction of any deficiencies in the Services provided. Under no circumstances shall Vision Tech AV Ltd be liable for any indirect, incidental, consequential, or punitive damages arising from the use or inability to use the Services, even if Vision Tech AV Ltd has been advised of the possibility of such damages. The Company's total liability for any claim arising out of or relating to these terms or the Services shall not exceed the amount paid by the Client for the specific service in question

22) Intellectual Property Rights

a) Ownership of Intellectual Property: All intellectual property rights ("IPR") arising from or created in connection with the Services provided by Vision Tech AV Ltd ("Company"), including, but not limited to, designs, software code, documentation, and any other original works of authorship, shall be the exclusive property of the Company. This includes any IPR developed by the Company even if it is incorporated into, or used in conjunction with, pre-existing Client materials.

b) Client License Grant: Upon full and timely settlement of all outstanding invoices for the Services rendered, the Company grants the Client a non-exclusive, non-transferable License to use the IPR solely for the intended purpose as outlined in the project agreement. This License is expressly limited to the Client's internal business operations and does not encompass any right to modify, distribute, sub-License, or create derivative works of the IPR without the prior written consent of the Company.

c) Resale Licenses: Clients seeking to resell software developed by the Company must procure a separate resale License. These resale Licenses are available for an additional cost and must be negotiated and agreed upon in writing in a separate agreement.

d) Breach of Agreement and IPR Protection: In the event of a material breach of this Agreement by the Client, the Company reserves the right to pursue all available legal remedies to protect its IPR, including, but not limited to, seeking injunctive relief and pursuing claims for damages. Furthermore, the Company may, at its sole discretion, revoke the Client's limited License to use the IPR in the event of a material breach.

23) Governing Law and Jurisdiction

a) This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of the United Kingdom.

b) Entire Agreement

i) This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

c) Severability

i) If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that provision shall be deemed severed from this Agreement and the remaining provisions shall remain in full force and effect.

d) Waiver

i) No waiver of any provision of this Agreement shall be deemed a waiver of any subsequent breach of such provision or of any other provision of this Agreement.

e) Notices

i) All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, postage prepaid, or sent by reputable overnight courier service, addressed as follows:

If to the Company: Vision Tech AV Ltd Bryn Berllan, Jolly Road, Garnant, Ammanford. SA18 1NE.

info@VisionTechAV.com

0333 335 5510

ii) If to the Client: At the Client's address set forth on the Project Agreement or such other address as the Client may have furnished the Company in writing.

iii) Electronic Notices: The parties hereto agree that all notices and other communications hereunder may also be transmitted electronically via email, with a copy sent to the addresses listed above. All electronic notices shall be deemed to have been duly given upon confirmation of receipt by the recipient.

24) Contact Information: The Client may contact Vision Tech AV Ltd with any questions or concerns regarding these Terms of Service by any of the following methods:

Email: info@VisionTechAV.com

Phone: 0333 335 5510

25) Importance of Prompt Communication: Vision Tech AV Ltd values open and transparent communication. We are committed to promptly addressing any questions or concerns you may have regarding these Terms of Service. We encourage you to contact us as soon as possible if you encounter any issues or have enquiries.

26) 4. Additional Disclaimers

a) The warranties provided herein are exclusive and in lieu of all other warranties, whether express or implied, including but not limited to, warranties of merchantability, fitness for a particular purpose, and non-infringement.

27) 5. Client Responsibilities

a) Collaborative Partnership: Vision Tech AV Ltd ("Company") is committed to fostering a collaborative partnership with the Client to ensure the successful execution and timely delivery of the Services outlined in the Project Agreement. The Client's active participation and cooperation are essential throughout the project lifecycle. This collaborative approach includes, but is not limited to:

i) Provision of Project Information and Materials: The Client shall furnish all requisite information, materials, and access required by the Company to perform the Services in accordance with the agreed-upon scope of work as detailed in the Project Agreement. This encompasses furnishing comprehensive project requirements and specifications, facilitating timely access to the Client's facilities and relevant systems, and providing prompt responses to the Company's requests for information or approvals.

ii) Open Communication Channels: The Client agrees to maintain open and consistent communication channels with the Company throughout the project. This entails promptly responding to enquiries from the Company, providing timely feedback on deliverables and approvals, and actively engaging in project meetings as necessary.

b) Timely Fulfillment of Client Obligations: The Client acknowledges that the timely fulfillment of its obligations regarding the provision of information, materials, and approvals is crucial for maintaining the project timeline and budget as outlined in the Project Agreement. Any delays attributable to the Client's failure to fulfill these obligations may necessitate adjustments to the project schedule and could potentially result in additional costs. The Company will work diligently with the Client to minimize any disruptions or delays caused by such circumstances.

c) Supportive Project Environment: The Client agrees to provide a work environment that is conducive to the efficient and professional performance of the Services by the Company's personnel. This may include providing adequate workspace, access to necessary resources, and a collaborative atmosphere that facilitates open communication and problem-solving.

28) 6. Change Orders

a) Amendment to Project Scope: This Agreement between Vision Tech AV Ltd ("Company") and the Client ("Client") governs the execution of the Services as outlined in the Project Agreement. The agreed-upon project scope defines the deliverables and limitations of the Services. Should the Client or the Company propose any modifications to the original project scope, including additions, deletions, or alterations to the specifications, such changes must be documented and formalized through a written Change Order. This Change Order process ensures transparency, maintains project alignment, and avoids misunderstandings regarding the impact of modifications on the project timeline and budget.

b) Change Order Procedure:

i) Client-Initiated Change Request: The Change Order process commences with a written request originating from the Client. This written request must provide a clear and detailed description of the proposed changes to the project scope. The more specific the Client's Change Request, the more efficient and accurate the Company's subsequent evaluation and estimate will be.

ii) Evaluation by the Company: Upon receipt of a written Change Request, Vision Tech AV Ltd will conduct a meticulous evaluation of the proposed modifications. This evaluation will meticulously assess the potential impact of the requested changes on the following:

iii) Project Timeline: The Company will assess how the requested changes may affect the originally projected completion date.

iv) Resource Allocation: The evaluation will consider any adjustments required to the allocation of personnel and resources to accommodate the proposed modifications.

v) Overall Project Costs: Vision Tech AV Ltd will estimate any additional costs associated with implementing the requested changes.

c) Detailed Change Order Estimate: Following a thorough evaluation, the Company will provide the Client with a comprehensive written Change Order outlining the following:

i) Description of Changes: A clear restatement of the proposed modifications to the project scope as detailed in the Client's Change Request.

ii) Impact Assessment: A breakdown of the anticipated impact of the changes on the project timeline, resource allocation, and overall costs.

iii) Cost Estimate: A detailed estimate of any additional expenses associated with implementing the requested changes.

d) Client Approval and Written Acceptance: The Client is required to thoroughly review the Change Order estimate. The Client's written approval of the Change Order signifies acceptance of the revised project scope, timeline, and budget as outlined in the Change Order. Only after receiving written acceptance from the Client may Vision Tech AV Ltd commence work on the requested changes.

e) Cost Implications of Change Orders: It is important to note that any additional expenses arising from approved Change Orders that modify the project scope will be invoiced separately. The Client's written approval of the Change Order estimate constitutes acceptance of these additional costs.

f) Timely Change Order Approvals: The Company acknowledges that project requirements may evolve, and we are committed to accommodating reasonable Client requests for modifications. However, to minimize potential delays and maintain project momentum, the Client is encouraged to review and approve Change Orders in a timely manner. Any delays in Change Order approvals may necessitate adjustments to the project schedule, and the Client agrees to bear any associated costs arising from such delays.

29) Scope of Work

All estimates provided by Vision Tech AV Ltd (the "Company") are contingent upon the clearly defined project scope documented within the Project Agreement. This scope outlines the specific tasks, deliverables, and timelines mutually agreed upon by both the Company and the Client. A well-defined project scope ensures transparency, minimizes misunderstandings, and maintains clear expectations throughout the project lifecycle.

a) Estimate Validity:

i) Initial Estimate Validity: To facilitate efficient project initiation while ensuring cost accuracy, estimates provided by Vision Tech AV Ltd ("Company") are valid for a period of thirty (30) days from the date of issuance. This timeframe allows both the Company and the Client to initiate the project promptly while maintaining a degree of cost certainty.

ii) Potential Revisions after Validity Period: The Company acknowledges that market conditions, resource availability, and project requirements may evolve over time. Therefore, estimates may be subject to revision after the initial thirty (30) day validity period. The Company will communicate any necessary revisions to the Client in a timely manner.

iii) Client's Decision Beyond Validity Period: Should the Client elect to proceed with the project after the initial estimate's validity period has expired, a revised estimate reflecting the prevailing market conditions at that time may be required. The Company reserves the right to adjust pricing and terms within the new estimate to ensure alignment with current costs and resource requirements.

b) Approximation of Costs:

i) Preliminary Cost Planning Tool: In alignment with industry best practices, Vision Tech AV Ltd ("Company") furnishes estimates as preliminary planning tools to aid the Client in understanding the anticipated investment range for the project. These estimates are formulated based on the information readily available at the time of issuance.

ii) Definitive Costs Established Through Agreement: The definitive project costs will be firmly established through a mutually agreed-upon final scope of work documented within the Project Agreement. This ensures a clear cost-alignment with the specific deliverables and services outlined in the agreed-upon project scope.

iii) Client Recognition of Cost Inherent Variabilities: The Client acknowledges the inherent potential for cost variations during the initial project planning stages, given the dynamic nature of project details. The Company is committed to collaborative communication with the Client to effectively manage any cost adjustments that may surface throughout the project lifecycle.

c) Basis of Estimate:

i) Cornerstone of Accurate Estimates: To ensure the accuracy and reliability of estimates provided by Vision Tech AV Ltd (the "Company"), they are meticulously formulated upon a foundation of comprehensive client-supplied project information. This cornerstone information typically encompasses:

(1) Clearly Defined Project Scope: A well-defined project scope, outlining the specific requirements and deliverables, is essential for crafting accurate cost estimates.

(2) Anticipated Project Outcomes: Understanding the anticipated project deliverables and timelines allows for the efficient allocation of resources and the estimation of associated costs.

(3) Informed Resource Assumptions: The Company leverages its industry expertise to make informed assumptions regarding resource availability and prevailing market conditions, which can influence project costs.

ii) Collaborative Cost Management: The Company acknowledges that project details may evolve throughout the planning stages. In the event of any modifications to the initially provided information, or if additional details come to light after the estimate is issued, Vision Tech AV Ltd will maintain open communication with the Client. We are committed to working collaboratively to revise the estimate as necessary, ensuring it accurately reflects the current project requirements and potential cost implications.

30) 8. Notification of Changes

a) Transparency Regarding Project Adjustments: Vision Tech AV Ltd ("Company") recognizes the importance of maintaining open and transparent communication with the Client throughout the project lifecycle. In the event of unforeseen circumstances or evolving project requirements that may necessitate adjustments to the originally agreed-upon project scope or cost structure, the Company will promptly notify the Client in writing. This written notification shall serve as a formal Change Order (as defined in the 'Change Orders' clause] of this Agreement) and will outline the following key details:

i) Rationale for Proposed Change: A comprehensive explanation of the underlying reasons necessitating the proposed change, ensuring the Client has a clear understanding of the situation.

ii) Revised Cost Estimate: A meticulously revised cost estimate that reflects any potential adjustments to project costs associated with the proposed changes. This revised estimate provides the Client with a transparent view of the financial implications.

iii) Potential Impact on Timeline (if applicable): An assessment of the potential impact of the proposed changes on the originally established project timeline, allowing the Client to make informed decisions regarding project execution.

b) Client's Approval of Adjustments: The Client's written approval of the Change Order, encompassing both the cost adjustments and any potential timeline implications, is mandatory before any changes are implemented or additional costs are incurred. This ensures both parties are in complete agreement on the proposed

31) Governing Law

a) Legal Jurisdiction and Dispute Resolution: This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom. The parties hereto irrevocably submit to the exclusive jurisdiction of the courts of the United Kingdom for the resolution of any and all disputes arising out of or in connection with this Agreement.

b) Compliance with Applicable Laws and Regulations: The Client and Vision Tech AV Ltd acknowledge and agree to comply with all applicable laws and regulations in the performance of their respective obligations and duties as outlined within this Agreement.