TERMS & CONDITIONS

1 DEFINITIONS

The following terms will have the meaning as set forth, either in the singular or in the plural.

2. GENERAL CONDITIONS

2.1 The Terms and Conditions apply to and form part of all offers, proposals, agreements, and other legal acts, either made orally, in writing, electronic, or in any other form, concerning the delivery of Services and/or AV and IT Solutions by VCW. The Terms and Conditions shall also apply to all future transactions between the parties to the contract without requiring any reference there again.

2.2 Deviations from the Terms and Conditions shall only apply if and to the extent that they have been explicitly agreed upon in writing between VCW and the Client.

2.3 VCW explicitly rejects any applicability of any general (purchase) conditions used by the Client.

2.4 Quotations and prices shall be binding on VCW during a specified period of time outlined by VCW. Outside the period of time, VCW shall be without any obligation and only as an invitation to the Client to place an order via their confirmation or acceptance in writing, unless explicitly otherwise stated in writing.

2.5 The Client shall provide accurate and complete measurements, requirements, performance specifications and other data for which VCW bases its offer and which have been stated by or on behalf of the Client to VCW.

3. SERVICES

3.1 VCW warrants that:

a) it will provide the Services to the Client with due care and skill and in accordance with the stipulations set forth in the Agreement (including these Terms and Conditions).

b) it shall not do, or omit to do, anything that could adversely affect the reputation of the Client;

c) it will comply with all applicable legislation and regulations from time to time in force;

d) its personnel will have the appropriate skills and experience to perform the Services;

e) it is duly authorised to enter into this Agreement; and

f)it has in place organisational measures, procedures and policies to keep the Client’s confidential information, documents and data secured and it shall notify the Client immediately if it becomes aware of any security incident and respond without delay to the Client`s reasonable requests for information about any security incident.

g) To the extent applicable, it shall not introduce any viruses or vulnerabilities into the Client’s network or information system, whether via the provision of the Services or otherwise.

h) The Client’s rights under this Agreement are in addition to the statutory terms implied in favour of the Client by the Supply of Goods and Services Act 1982 and any other statute.

3.2 In the event that VCW, at the Client’s request, has delivered additional services that are not part of the Services agreed upon in the Agreement, the Client will pay for these services in accordance with VCW’s standard tariffs. VCW’s shall not be under obligation to meet a request for additional service and may require the creation of a separate written agreement. The Client accepts that an alteration or expansion of the Services may affect the agreed or expected time of completion of the Services. Any alteration or expansion needs to be mutually agreed between the Client and VCW at agreed rates.

4.  DELIVERY OF HARDWARE, SOFTWARE AND/OR SERVICES AND RETENTION OF TITLE

4.1 All terms of delivery of Services and AV/ IT Solutions serve as guidelines. VCW will use its best efforts to observe the agreed delivery periods and/or other periods. Parties shall consult with each other as soon as possible in the event of an impending late delivery.

4.2 Any risk of loss or damage of Hardware or of other facilities, software, documentation or other materials delivered in connection with the Services, will transfer to the Client at the time of delivery.

4.3 In the event the Client purchases Hardware from VCW, then all Hardware delivered to the Client shall remain VCW’s property until all amounts owed by the Client for the Hardware have been paid fully to VCW. These amounts include the amounts with respect to all the work to be performed with respect to the Hardware and other solutions (if agreed upon) and all other amounts which the Client owes VCW due to a breach of its payment obligation. Until obtaining ownership Client shall refrain from selling, leasing, or pledging the Hardware and shall not rent or loan them out or in any other way make them available to third parties under any title whatsoever.

4.4 VCW assumes the client has accepted services, hardware and or software prior to the agreed date of installation/ implementation.

4.5 If any Services or Hardware do not comply with their description or are otherwise not in conformity with the terms of this Agreement, then, without limiting any other right or remedy the Client may have, the Client may reject those Services or Hardware and, at its option, (a) require VCW to repair or replace the rejected Services or Hardware at VCW’s risk and expense within five business days of being requested to do so; or (b) require VCW to repay the price of the rejected Services or Hardware.

4.6 All work in relation to the delivery of the Services and Hardware needs to be carried out in a continuous period, in a safe and secure environment that is clean, dust-free and ready for installation on the first day of the communicated program VCW may require assistance with a number of tasks required as part of the installation process. These will require to be completed in advance of the first day of program schedule and include, amongst other things;

a) Power, power cable sockets, power and data cabling, cabling containment;

b) Network connections, sockets and switches;

c) Floor boxes and/or grommet holes as required;

d) Details of the client supplied IP connectivity and related addresses are to be supplied to VCW at least one week prior to installation; and

e) The disposal of any packaging or other waste is to be the responsibility of the

4.7 VCW cannot be held responsible for loss of time or additional costs incurred for services that have been agreed are the client’s responsibility e.g. network services – that may affect VCW’s ability to complete works in accordance with the schedule and specifications agreed with the client.

5. PRICE AND PAYMENT

5.1 The Client agrees to pay fees as consideration for the Services and/or Software/ Hardware/Support/Maintenance provided by VCW as agreed by the parties in writing.

5.2 All prices and tariffs are stated in GBP, unless otherwise agreed in writing, and are exclusive of value added tax (VAT) and other government levies. Extra hours and additional work, including Out of Hours work are not included in the prices and rates and may be billed separately by VCW, subject to the Client’s prior written agreement.

5.3 VCW is entitled to annually increase the prices and tariffs in case any cost price increasing circumstances occur that affect the cost price of the Services and/or the Hardware, but the Client shall not be required to pay any uplift in fees for Services already agreed or ordered.

5.4 Maintenance and Support Services agreements will be invoiced on a monthly/quarterly or yearly basis in advance. Where extra Maintenance and Support Services are requested by the Client, which are not included in the relevant Maintenance and Support Service agreement, these shall be chargeable at rates agreed from time to time.

5.5 All invoices will be paid by the Client in accordance with the conditions of payment stated on the invoice. In the absence of specific conditions, Client will pay within 30 (thirty) days from receipt of an undisputed invoice, without any set-off or suspension on any account whatsoever, except where it has been decided by arbitration award or judgment of a Court, that the Client has a counter-claim capable of being set off or a ground for suspension.

5.6 Without prejudice to any other right or remedy VCW reserves the right to suspend delivery or to terminate the Agreement if there are any outstanding undisputed invoiced amounts owing to it by the Client following due date for payment, provided that VCW has provided the Client with notice of such non-payment and the Client fails to settle the invoice within 30 days of such notification.

5.7 Objections to invoiced amounts shall be communicated to VCW in writing before the due payment date, in the absence of which Parties shall accept the accuracy of the invoiced amounts after expiry of the due date. VCW shall determine the amounts owed by the Client, unless the Client can demonstrate that VCW’s records are incorrect.

5.8 Subject to clause 5.5, If the Client fails to pay an undisputed invoice within the term of payment, VCW may charge interest on the outstanding amount against a rate of English statutory interest, which is four percent (4%) plus the Bank of England base rate.

5.9 If the Client continues to be in default in its obligation to pay the outstanding invoice with accrued interest, VCW can place the matter in the hands of a lawyer or debt-collector agency.

5.10 Notwithstanding article 5.4 and 5.7, 11.1 and 11.2, if the Client continues to be in default in its obligation to pay the outstanding invoice, with accrued interest, for a period of more than 60 (sixty) days, all (recurring and nonrecurring) amounts due for the Services and Hardware agreed upon for the remaining term of the Agreement, will immediately become due and payable.

5.11 All amounts paid by the Client will first offset any extrajudicial cost, secondly any accrued interest, and thirdly the original amount of the invoice, regardless of any payment description or any notice by that Client.

6.  COOPERATION OF THE CLIENT

6.1 The Client shall always furnish VCW in a timely manner with all data, information, access to execute the agreed services, hardware, facilities, materials, and cooperation that are reasonably useful and necessary to execute the Agreement properly and provide reasonable cooperation.

6.2 Labour cancellation fees may apply if these conditions are not met at the agreed date and time, however such fees shall not be incurred prior to the Client’s written agreement. If the Client utilises its own employees in cooperating in the execution of the Agreement, these employees shall possess the necessary know-how, experience, training, and abilities.

6.3 The Client shall be responsible for ensuring that the hardware, including servers, software, telecommunication facilities (including internet) connections, or other facilities used in connection with the Services and/or Hardware provided by VCW, meet all required technical specifications to enable the correct functioning of the Hardware and/or Services. The Client shall bear the risk of selecting, using and applying in its organisation the hardware, software, (internet) connections and other facilities necessary for the proper use of the Hardware and Services and shall also be responsible for the monitoring and security procedures and proper system management, unless otherwise agreed upon in VCW is not liable for any damage or expenses due to transmission errors, malfunctions or the non-availability of these facilities, unless such damage or expenses resulted from intentional acts or omissions or gross negligence on the part of VCW.

6.4 If and insofar employees of VCW perform work on the premises of the Client, the Client shall provide appropriate working conditions, access to all necessary facilities including but not limited to computer and telecommunication facilities and qualified personnel as may be reasonably requested by All facilities shall comply with all applicable statutory and other requirements and provisions concerning working conditions. VCW shall comply with the Client’s reasonable instructions in connection with health and safety at all times when on the Client’s premises.

6.5 If any of the provisions of this article 6 are not met by the Client and therefore the delivery of Services and/or Hardware is delayed and extra time and/or extra work needs to be invested by VCW, VCW has the right to charge reasonable fees due to this extra time and/or extra work, provided that VCW has informed the Client in writing before incurring such extra time and/or extra work.

7. INTELLECTUAL PROPERTY RIGHTS AND LICENSE

7.1 All Intellectual Property Rights regarding the Services and Hardware (including but not limited to the software, documentation, facilities, or other materials that are used therefore) are owned and retained by VCW or its suppliers. VCW shall retain ownership of any suggestions, ideas, recommendations, feedback, or other information provided by the Client or any other party related to the Services and Hardware. Neither delivery of the Services or Hardware nor the Agreement will imply any transfer or assignment of Intellectual Property Rights.

7.2 The Client shall receive a limited, non-exclusive, and non-transferable license for the use of the Services for the term of this Agreement and to receive the Services. Client commits itself to adhere strictly to any conditions laid down in the Agreement or imposed in any other way.

7.3 In the event that the Services or Hardware contain any Intellectual Property Rights that need to be used by Client for the proper performance of the Services or Hardware under this Agreement, VCW and its licensors (as applicable) shall retain ownership of any such Intellectual Property Rights (“Supplier Background IPR”) and, VCW grants to the Client a non-exclusive, non-transferable, revocable license to use such Supplier Background IPR for internal purposes during the term of the Agreement. Such license is solely granted for the use in connection with the Services or the Hardware and under the condition that the Client fully complies with the Terms and Conditions and the stipulations in the Agreement. In case the Supplier Background IPR includes software, the Client is not entitled to:

a) assign, sublicense, lease or otherwise make the software available to third parties;

b) decode, decompile, modify, adapt, create derivative works based on the software or apply techniques of reverse engineering or any other techniques aimed to access the source code of the software, except where the rights to do so are mandatory by law and VCW has refused to satisfy any conditions to such rights;

c) incorporate or let others incorporate the software, in part or in whole, into another program, or otherwise exploit the software other than for its internal business purposes;

d) make a copy of the software, without the prior written consent of VCW, which consent will not be withheld in case of a back-up copy, unless VCW decides to provide such back-up copy itself;

e) delete or alter any trademark, trade name, logo, copyright notice, notice of reservation of rights, or limitation or exclusion of liability included in any part of the software and/or in the documentation associated with it.

7.4  Any Intellectual Property Rights specifically developed or created for the Client, to the extent not being Supplier Background IPR, shall vest and will be transferred to the Client by VCW.

7.5 VCW shall be allowed to take technical measures to protect the software or with a view to agreed restrictions in the duration of the right to use the software. The client shall not be allowed to remove or evade such a technical measure.

7.6 The Client is not entitled to receive upgrades and updates of the software, unless explicitly otherwise agreed upon in the Agreement.

7.7 VCW:

a) warrants that the receipt, use, and onward supply of the Services or Hardware by the Client shall not infringe the Intellectual Property Rights, of any third party; and

b) shall indemnify the Client in full against all liabilities, costs, expenses, damages, and losses (including but not limited to any direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Client arising out of, or in connection with, the receipt, use or supply of the Services or Hardware where such receipt, use and onward supply of the Services or Hardware by the Client infringe the Intellectual Property Rights, of any third party.

7.8 If VCW is required to indemnify the Client under clause 7.7 (b), the Client shall:

a) notify VCW in writing of any claim against it in respect of which it wishes to rely on the indemnity at 11.2 (“Independent Property Rights) (IPRs Claim”);

b) allow VCW, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that VCW shall obtain the Client’s prior approval of any settlement terms, such approval not to be unreasonably withheld.

c) provide VCW with such reasonable assistance regarding the IPRs Claim as is required by VCW, subject to reimbursement by VCW of the Client’s costs so incurred; and

d) not, without prior consultation with VCW, make any admission relating to the IPRs Claim or attempt to settle it, provided that VCW considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Client into disrepute.

CONFIDENTIAL INFORMATION AND PERSONAL DATA

8.1 During the Agreement and after its expiration or termination for whatever reason, each Party shall keep confidential all information it receives from the other Party, including without limitation, information in relation to the other Party’s affairs or business or method of carrying on business shall use such information only to the extent necessary to perform its obligations under this Agreement or as may be required by law.

8.2 The requirements of Article 9.1 shall not apply to the extent that such information is or becomes public knowledge through no fault of the receiving Party or was already known by the Party prior to its disclosure on a non-confidential basis or is otherwise authorised by the disclosing Party for disclosure or required to be disclosed by law.

8.3 If and insofar VCW receives personal data that falls within the scope of the UK Data Protection Legislation, the parties shall enter into a data processing agreement in a form agreed between the parties.

8.4 A Party may disclose the other Party’s confidential information to those of its representatives who need to know such confidential information to perform its obligations under this Agreement, provided that:

a) it informs such representatives of the confidential nature of the confidential information before disclosure; and

b) at all times, it is responsible for such representatives’ compliance with the confidentiality obligations set out in this clause.

8.5 The provisions of this clause 8 shall survive for a period of five years from termination of this Agreement.

9 LIMITATION OF LIABILITY

9.1 Nothing contained in this Agreement will limit either Party’s liability for:

a) death, or personal injury resulting from any act, omission or negligence of that Party or its officers, agents, employees or sub-contractors;

b) fraud or fraudulent misrepresentation;

c) matters in respect of which liability may not be excluded by law;

9.2 Except in respect of the indemnity in clause 7.7 (IPR Claims) or a breach by VCW of clause 9 (in relation to which VCW’s liability shall be not be limited) and subject to clause 9.1, each Party`s aggregate liability to the other Party in respect of all losses, damages, costs, claims or expenses suffered by the other Party arising out of or in connection with:

a) any and all breaches of the terms of this Agreement (including claims arising in respect of a breach of warranty); or

b) any and all torts committed by a Party (or by any of its officers, employees, sub-contractors or agents) in connection with the performance or purported performance of its obligations under this Agreement, will be limited to and will in no circumstances whatsoever exceed an amount equivalent to 12 months fees paid or due payable to VCW under this Agreement in the immediately preceding 12 month period.

9.3 Neither Party shall be liable to the other for:

a) any loss (whether direct or indirect) of profits, revenue, business, goodwill, or business opportunity; or

b) any indirect, special, or consequential loss or damage in each case arising out of or in connection with this Agreement (whether the claim is brought for breach of contract, in negligence or any other tort, under statute or otherwise).

9.4 VCW shall for the duration of this Agreement ensure that it has insurance policies in place including but not limited to professional indemnity, employer’s liability, and public liability insurance which are adequate to protect against the risks associated with the performance of its obligations under this Agreement including, but not limited to, the risk of loss, damage or destruction of materials provided by the Client to  VCW and shall provide the Client with such evidence of its insurance policies in place as may reasonably be requested by the Client.

10. FORCE MAJEURE

10.1 Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement to the extent such delay or failure results from a Force Majeure Event.

10.2 If the Force Majeure Event continues for a period of 60 (sixty) consecutive days, then the Client may terminate the Agreement in writing. If termination occurs under this clause 10.2, all sums paid to VCW by the Client under this Agreement shall be refunded to the Client, except that VCW shall be entitled to payment on a quantum merit basis for all work delivered before termination, provided that VCW takes all reasonable steps to mitigate the amount due.

11 TERMINATION AND SUSPENSION

11.1 Without affecting any other right or remedy available to it, each Party is entitled to terminate the Agreement, by notifying the other Party if the other Party has failed to perform an obligation under the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within 20 (twenty) days (or another reasonable term stated by VCW) after being notified in writing (including e-mail) of such breach. The suspension, termination or rescission does not release the Client from any payment obligation as inserted in article 5, unless VCW is in default with regard to such Hardware or Services.

11.2 Both parties are entitled to suspend, terminate, or rescind the Agreement with immediate effect by notifying the other party, if either party:

a) suspends, or threatens to suspend payments of its debts or is unable to pay debts as they fall due or is deemed unable to pay its debts under the law;

b) suspends, ceases, or threatens to suspend or cease carrying on all or a substantial part of its business;

c) commences negotiations with all or any class of its creditors with a view to make a general assignment for the benefit of its creditors;

d) suffers or permits the appointment of a receiver or a manager for its business assets;

e) files a petition or gives notice for or in connection with the winding up of their

f) undergoes a substantial change of management or control (within the meaning of section 1124 of the Corporation Tax Act 2010) reasonably deemed by the other party to be incompatible with its legitimate

12 FINAL PROVISIONS

12.1 The Agreement constitutes the full agreement between the parties with respect to the utilisation of the Services and the Hardware and it replaces any prior agreements concerning the subject hereof.

12.2 The Agreement is personal and as such neither Party is entitled to assign its rights and obligations under it, except with the prior written permission of the other Party.

12.3 If and to the extent that any provision contained in these Terms and Conditions should prove not valid for whatever reason, the other provisions of these Terms and Conditions shall remain in full force and effect. VCW and the Client shall negotiate a new provision that shall approximate the contents and the scope of the original provision as closely as possible.

12.4 During the term of the Agreement and one year thereafter and unless prior written permission is provided, neither Party shall engage or otherwise employ, directly or indirectly, members of the staff of the other Party or contractors used by VCW in the performance of the Services or delivery of the Hardware, who are or were involved in executing the Agreement.

12.5 The Agreement is governed by the law of England and Wales.

12.6 Parties will first use their reasonable efforts to resolve any dispute that may arise out of the Agreement or any breach thereof. If a dispute cannot be settled amicably through ordinary negotiations within a timeframe acceptable to either party, either party may submit the dispute for resolution in accordance with article 12.7.

12.7 All disputes that may arise under or in connection with the agreement shall be exclusively submitted to any competent court within England.

12.8 VCW shall comply with its obligations under the Modern Slavery Act 2015.

12.9 Each Party shall throughout the Term:

a) comply with applicable laws, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010; and

b) procure that any person who performs or has performed services for or on its behalf in connection with this Agreement complies with this clause 12.9.

13 ADDITIONAL TERMS FOR CLOUD SERVICES AND OR SMART SERVICES

13.1 The provisions set forth in these Terms shall apply if VCW delivers and sells Cloud Services and /or AV and IT Solutions to the These provisions apply in addition to the General Terms.

13.2 VCW will use its best effort to provide the Cloud Services and AV and IT Solutions in a Professional, secure, and workmanlike manner and with minimum disruptions. However, VCW cannot guarantee that the Cloud Services and AV and IT Solutions will always function without disruptions, delay or other imperfections. Since the Cloud Services and AV and IT Solutions will be transmitted through Internet and a public (telecommunication) network, power outages, Internet or other disruption may occur, and users may experience some disruptions in the Cloud Services and AV and T Solutions.

13.3 VCW may, at its own cost, change the technical features of the Cloud Services and AV and IT Solutions in order to keep pace with technological developments, compliance and security updates at its own discretion.

13.4 VCW will use its best efforts to ensure the security and confidentiality of all communications on the Cloud Services and AV and IT Solutions, in accordance with the specifications agreed upon and taking into account the exceptions laid down by law (if relevant).

13.5 Only if expressly agreed upon in writing, VCW will install Cloud Services, AV, and IT Solutions and/or the Hardware or have it installed. Any requirement by VCW to install Cloud Services, AV, and IT Solutions and/or the Hardware does not include the requirement to install software or to convert any data.

13.6 If VCW has undertaken to perform installation, the Client shall provide a suitable installation site with all necessary facilities, such as cable work and telecommunications facilities, before delivery and installation of the Cloud Service, AV and IT Solutions and Hardware and follow all instructions of VCW necessary for the

13.7 To enable VCW to perform the necessary work, the Client shall give VCW access to the installation site during VCW’s normal working days and hours, Monday to Friday from 00 a.m. to 6.00 p.m. in the relevant region.

14 RESTRICTIONS OF CLIENT

14.1 The Client is entitled to use the Cloud Services and AV and IT Solutions for internal purposes only and therefore, it may not resell, transfer, or rent the Cloud Services and AV and IT Solutions, nor incorporate or let others incorporate the Cloud Services and AV and IT Solutions into another service or otherwise exploit these other than for its internal business

14.2 The Client may use the Cloud Services and AV and IT Solutions solely for lawful purposes and in accordance with the ‘fair use policy’ of In this respect Client may not:

a) use or distribute components designed to compromise system security and more specifically, may not use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, damage, or disassemble the Cloud Services and AV and IT Solutions, or to deliberately or recklessly disrupt Cloud Services and AV and IT Solutions;

14.3 The Client shall not have the right to make any changes to the Cloud Services and AV and IT Solutions (including changes to accompanying software or facilities provided in connection with the Cloud Services and AV and IT Solutions) or to relocate facilities provided in connection with the Cloud Services and AV and IT Solutions or damage

14.4 VCW reserves the right, without prejudice to any other provisions of the Agreement and/or these Terms and Conditions, to issue reasonable instructions concerning the use of any Hardware sold to the Client which utilises Cloud or AV and IT Solutions, the Cloud Services or AV and IT Solutions themselves (including the software and facilities provided in connection with the Cloud Services and AV and IT Solutions) as may be necessary in the interests of the safety, quality or security or for any other valid reason that VCW reasonably deems appropriate.

15 ADDITIONAL TERMS FOR HARDWARE AND SOFTWARE

The provisions set forth in these Terms for Hardware and software shall apply if VCW delivers and sells Hardware to the Client. These provisions apply in addition to the General Terms.

15.1 The Hardware and Software will be delivered to the location specified in the Agreement. If no location has been agreed, delivery will take place by offering the Hardware and software at VCW’s premises and/or warehouse, so that the Client can collect it The Client is obliged to collect the Hardware and Software within 24 hours of delivery, failing which VCW shall be entitled to charge reasonable costs of such delay, transport, return and/or storage related to this default to the Client.
The Client is entitled to receive all, updates and/or Professional Services with respect to the Hardware and software provided by VCW.

15.2 Upon completion of installation, the Client must immediately check the Hardware in question for any defects or damage. Any visible defects must be reported to VCW in writing within 5 (five) Working Days (a day, other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business).
If this period has expired without written notice (complaint) regarding a defect in the Hardware, the Hardware shall be deemed to have been accepted by the
In any case, the Hardware is deemed to be accepted if the Client has taken the Hardware into use, has delivered it to third parties, or has commissioned it, unless a complaint has been lodged within the stipulated period of 5 (five) Working Days.

15.3 The warranty period begins on the date of commissioning. The warranty with regard to the Hardware delivered/installed by VCW is limited to the warranty granted by the manufacturer of the Hardware or the supplier of the Software (delivered in connection with the Hardware), both in terms of its substance and its duration. Therefore, only the warranty conditions and warranty period of such manufacturer/supplier apply to the delivered Hardware, or Software delivered in conjunction with said Hardware, replacing any deviating provisions in these Terms and Conditions.
The Client accepts the intended warranty conditions of the manufacturer/supplier. These warranty conditions are supplied along with the Hardware or, in the case of Software, constitute part of the license terms. It follows from the foregoing that VCW only has a warranty obligation if and insofar as it (or the Client directly) can claim a warranty obligation from the manufacturer or The processing of the defective Hardware will be carried out according to the procedure of the manufacturer or supplier and the instructions given by VCW.

15.4 Without prejudice to the provisions in the warranty conditions of the manufacturer, supplier or VCW, the warranty will at least lapse if:

a) without the prior written permission of VCW, supplier or the manufacturer, repairs, modifications or extensions have been made to the Hardware or software by the Client;

b) changes, repairs, or extensions have been made to the Hardware or software that VCW has indicated that this can lead to the lapse of the warranty;

c) changes have been made to the warranty certificate or any seal of the Hardware has been broken;

d) type numbers, serial numbers, and/or warranty stickers are damaged, altered or removed;

e) any defects have arisen by not connecting or using the Hardware or software as prescribed and/or not connecting or installing (approved) other products to the Hardware or software;

f) defects have arisen due to deviating environmental conditions, insofar as such conditions have been stipulated or by other external causes such as fire or water damage.

15.5 The warranty period is not extended or renewed by carrying out the work performed, or replacement products supplied within the context of the warranty.

15.6 VCW is under no obligation to repair defects that have been reported after the expiry of the warranty period set by the manufacturer or supplier unless relevant Parties have agreed in the Agreement upon the delivery of Maintenance and Support Services, which includes such a duty to repair. Work and costs of repair that are delivered or made outside the scope of the warranty will be charged by VCW in accordance with its usual rates.

15.7 Only in the event of the warranty conditions of the manufacturer or the supplier in the relationship between VCW and the Client for whatever reason being deemed to not be applicable or are declared inapplicable, the following applies with regard to the warranty:

a) The warranty period for the Hardware is one year after the date of delivery of the Hardware and in the case of software, one year after delivery of the license code.

b) The warranty includes the free repair or replacement of (parts of) the Hardware in the event of defects in materials and/or workmanship of which the Client proves that these have occurred within the stipulated warranty

c) If VCW replaces parts/Hardware to fulfil its warranty obligation, the replaced parts/Hardware will become VCW’s property, if VCW so desires.

d) Any costs that exceed the sole obligation of replacement as described, such as transport costs, travel, and accommodation costs as well as costs of disassembly/assembly are payable by the Client, provided the Client has agreed to such costs prior to being incurred.

e) The warranty expires in case of circumstances as mentioned in article 15.6.

16 ADDITIONAL TERMS FOR MAINTENANCE AND SUPPORT SERVICES – GENERAL

The provisions set forth in these Additional Terms for Maintenance and Support shall apply if VCW provides its Maintenance and Support Services. These provisions apply in addition to the General Terms.

16.1 VCW will provide the Maintenance and Support Services solely with respect to the Hardware and/or software specified in the Agreement. The Maintenance and Support Services may consist of (i) maintenance service, including the remedy of errors, (ii) the provision of maintenance releases or new versions of software and/or (iii) preventive maintenance services. Change requests do not fall under the scope of the Maintenance and Support

16.2 VCW will use its best efforts to provide the Maintenance and Support Services in a Professional, secure, and workmanlike manner. VCW shall provide the services on the basis of a best efforts obligation, unless and in so far it has explicitly undertaken in the Agreement to achieve a specific result and the result in question is sufficiently

16.3 VCW may sub-contract any part of its obligations with respect to the Maintenance and Support Services to a third party, for example, a local partner or a supplier, (with the prior written consent of the Client) provided that VCW shall remain responsible for the acts or omissions of its subcontractors as if it were their own.

16.4 The Maintenance and Support Services shall only be provided to the contact persons of the Client named in the Agreement. Maintenance and Support Services are dependent on the ability of the contact person to communicate and be available. Therefore, VCW may set forth certain requirements on the part of the contact person to ensure the fulfilment of VCW’s obligations.

16.5 The Client will provide reasonable cooperation required by VCW for the purpose of the Maintenance and Support Services, including the temporary suspension of the use of the Cloud  Services or the Hardware by the Client if VCW deems this to be necessary. If the Client fails to provide the requested cooperation, VCW may suspend or limit the Maintenance and Support If the Maintenance and Support Services are provided based on information to be provided by the Client, this information shall be prepared in accordance with the conditions to be imposed by VCW and provided at the risk and expense of the Client.

17 MAINTENANCE AND SUPPORT SERVICES

17.1 VCW will provide Maintenance and Support services by phone, e-mail, VR (Virtual Reality), via remote access, or onsite, to the contact persons set out in article 18.4, during the business hours agreed upon in the service description.

a) VCW’s obligations are conditional upon the Client being able to provide a full and detailed description of a defect and any other information or documentation which facilitates VCW in reproducing the occurred defect and solving this The Client will first use its best effort to analyse the cause of the error. VCW’s obligations are conditional upon the defect being reproducible.  VCW provides client training to support the positive uptake and correct use of the hardware and software supplied.  VCW cannot be held liable for any user error that causes service interruption or equipment failure.

b) In the Agreement a defect will mean a substantial failure to meet the functional specifications set out in the applicable In case of a defect, the Client shall provide VCW a detailed notice of the defect. After receiving the notice VCW shall to the best of its ability, do its utmost to fix the defect or in the case of software, to make improvements in later, or new versions of the software. Depending on the urgency, the results shall be provided to the Client in the manner and within the time period set out in the Agreement.  In case of defects with respect to software, VCW shall be entitled to install temporary solutions, program bypasses or problem-avoiding restrictions in the software.

c) If the maintenance services apply to software or hardware that were not provided by VCW, the Client shall make all relevant (technical) documentation and the software source code available to VCW, and grant VCW the right to use same, if VCW deems this to be useful or necessary for carrying out the support service.

d) Only if and insofar expressly agreed upon in writing, VCW will be obliged to convert any data to carry out the support services agreed.

18 REMOTE ACCESS

18.1 If the Maintenance and Support Services is carried out long-distance or online, the Client shall for its part ensure that VCW has reasonable access to all necessary software, services, and systems and that the proper infrastructure and telecommunication facilities are in place, in a timely

18.2 The Client will comply with all reasonable instructions and requirements of VCW in this VCW shall be entitled to suspend or limit the services if the remote access including Client’s infrastructure and telecommunication facilities do not meet the requirements or instructions imposed by VCW.

19 NEW VERSIONS, MAINTENANCE RELEASES AND REPAIR

19.1 Only if this has been agreed upon in the Agreement, VCW will provide the Client with new versions and/or maintenance releases with respect to the software used in the Cloud Services, Smart Services, or in the Hardware. Such provision of new versions and/or maintenance releases shall take place at VCW’s

19.2 VCW may require the Client to adapt its system (hardware, software etc.) if this is necessary in order to ensure the proper functioning of a new version and/or maintenance release.

19.3 VCW shall at its sole discretion decide not to repair any part of the Hardware, if in the opinion of VCW, such repair is not economically viable or is unrepairable as a direct result of obsolescence or unavailability of It is agreed that VCW shall not be deemed as acting unreasonably in adhering to this and shall specify the reasons for the decision in writing upon request from the Client.

19.4 VCW shall submit a quotation for replacement Hardware to the Client in the case where the Hardware is not a ‘like for like’, the quotation will not cover any subsequent programming, commissioning, labour, and project management costs.

19.5 In the event the Hardware is deemed as being ‘Beyond Economic Repair’ (BER) and reasonable endeavours are applied to provide a temporary replacement, the temporary replacement will be provided for a maximum period of 30 (thirty) days from inspection.

20 EXCLUDED SERVICES

20.1 The Maintenance and Support Services shall not include the fixing of defects arising from or related to:

a) usage errors or improper use of the Hardware or the Cloud Services or Smart Services;

b changes, repairs or extensions to the Hardware or the Cloud Services or Smart Services, other than those carried out by or on behalf of VCW;

c) use of the Hardware or the Cloud Services or Smart Services contrary to the applicable conditions or contrary to the instructions inserted in the documentation provided by VCW;

d changes to or errors, defects or shortcomings in the Hardware, the Cloud Services, or the Smart Services that are not included within the scope of the Maintenance and Support Services to be carried out by VCW;

e) failure by the Client to have Maintenance and Support Services carried out on Hardware, the Cloud Services or the Smart Services in a timely manner;

f) any problem with the functioning or the use of external systems or software, or the hardware configuration, including without limitation the operating system of the software platform and/or hardware upgrades;

g) any problem related with the unsuitability or incompatibility of the hardware and systems used by the Client;

h) the operation or use of the Cloud Services or Smart Services in a way that is not compatible with the latest release of the documentation provided by VCW to the Client;

i) Support related to third party’s software or hardware not supplied by VCW(unless otherwise explicitly agreed upon in the Agreement);

j) other causes that are not attributable to

20.2 Furthermore, the Maintenance and Support Services shall not include the recovery of scrambled or lost

a) If VCW carries out maintenance and support services in connection with the provisions of article 20.1, VCW shall be entitled to invoice the costs of these services or other work in accordance with its standard rates. This shall not affect the other fees payable by the Client in respect of the Maintenance and Support Services.

21 ADDITIONAL TERMS FOR PROFESSIONAL SERVICES

21.1 The provisions set forth in these Additional Terms for Professional Services shall apply if VCW provides its Professional Services. These provisions apply in addition to the General Terms.

a) VCW will provide the Professional Services with due care, in a professional and workmanlike manner and in accordance with the applicable service description. VCW shall provide all services on the basis of a best efforts obligation, unless and in so far it has explicitly undertaken in the written agreement to achieve a specific result and the result in question is sufficiently

b) If it has been agreed that the Professional service will be provided in stages, VCW is entitled to delay the start of the Professional Services associated with a stage until such time as the Client has approved the results of the previous stage in writing.

c) VCW shall be obliged to follow timely and reasonable instructions issued by the Client during the performance of the Professional service unless the Client issues instructions that change or extend the content or scope of the agreed Professional If such instructions are followed, however, the Client shall pay for that work or services in question in accordance with VCW’s standard rates, however, such fees shall not be incurred prior to the Client’s written agreement. The Client accepts that such additional work or services may affect the agreed or expected time of completion of the Professional Services and the mutual responsibilities of the Client and VCW.

d) VCW is at all times entitled to replace its employees with one or more other employees with the appropriate credentials.

e) The Client will provide all materials, information and other cooperation required by VCW for the purpose of providing the Professional The Client shall prepare and provide all information and material in accordance with the conditions and instructions imposed by VCW. This information and materials are provided at the risk and expense of the Client.

f) VCW shall carry out the work during VCW’s standard business Except where agreed otherwise in writing, the use by the Client of advice issued by VCW shall in all cases be at the Client’s risk and expense.

22 OTHER OBLIGATIONS OF THE CLIENT – If any Rental Agreement is in place

22.1 The protective or packaging material supplied with any rental agreement remains VCW’s If any protective or packaging material is missing when the Client returns the rented Equipment, VCW will charge the Client for each item’s missing packaging.

22.2 VCW may terminate a rental agreement with immediate effect and no judicial intervention if the Client fails to fulfill a material obligation under that rental agreement. In that case, the Client will at least owe VCW compensation equal to the sum of the rent installments stipulated in the relevant agreement, less what the Client has already paid, notwithstanding VCW’s right to claim full compensation from the VCW may then also repossess the Equipment immediately.

22.3 In accordance with the Rental Agreement, if there is a delay in the return of the Equipment, VCW may charge the Client an amount at least equal to the agreed rental price per day, plus a 25% surcharge, for each day or part of a day that the Equipment is delivered late, notwithstanding VCW’s further rights to compensation for the full damage it has

22.4 If damage to the rented Equipment occurs, VCW may deduct the repair costs and any late return charges from the refundable deposit.

22.5 To prevent damage caused by losing recordings and files, VCW recommends always making a working copy and not using the original for screening displays and so on.

Updated January 2024