Below are the terms and conditions on which Avario, a wholly owned subsidiary of EvergreenZen FZE. company registered in the United Arab Emirates, (“Company‟) will provide the Services. The Services are to be provided to the client (“Client‟). The contract (“Contract‟) comprises of the Proposal and these Terms and Conditions.

 

Definitions

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

“Unforeseen Issue” is a previously unidentified scope of work that is required in order to carry out the installation.

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

“Notice of Substantial Completion‟ is confirmation that will be sent In Writing to the Client following the demonstration of the Project Completion Certificate as defined by the Proposal.

“In Writing‟ may include delivery by whatsapp where a ‘confirmation of receipt is received’, email or registered post unless stated otherwise.

“Reverse Engineering” is any task of reproducing, extracting, or duplicating another company’s product configuration or settings.  

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

 

Quotation

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

 

Commencement

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

 

Proposal

All costs (unless specifically stated) are exclusive of costs for third parties attendance such as contractors, decorators, plasterers and electricians and taxes.

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

 

Payment

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

The price for the goods and/or services shall be payable no later than 14 days from the date of the relevant invoice. The time stipulated for payment shall be of the essence of the Agreement. Failure to pay within the period specified shall entitle the Company to write to the Client upon the expiration of seven days’ notice, to charge them for costs and expenses incurred in recovering late payments, and to charge interest at the rate then in force pursuant to jurisdictional law.

Failure to pay any invoice within the required time will entitle the Company to cease providing the Services until payment is made and/or deactivate the system. The Client agrees not to hold the Company responsible for any losses or damages as a result of deactivation of system. Payments may not be withheld under any circumstances.

 

Amendments or Additions

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

 

 

 

Delays & Unforeseen Issues

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

If the project is of a retro-fit/remodel/renovation (ie. not new-build) nature on an existing structure, and due to Unforeseen Issue the completion of scope of work exceeds time estimated to complete the Company reserves the right to charge additional labour fees/additional materials required to complete the project. These Unforeseen Issues are including but not limited to; mislabeled, damaged or nonfunctional wiring, obstructions such as ceiling bracing, structural metal, reinforcement structure, mistakes or omissions by 3rd party subcontractors under instructions to prepare areas prior to installation. The Client will be notified In Writing before any additional work commences and informed of the increased cost.

The document “Preparing for Avario Installation” provides advice and guidance for the Client and their contractors/subcontractors to help reduce Unforeseen Issues.  

The charges for additional time, delays or resources are as follows:

Delay – Technician stays at site – Work stoppage due to a problem identified by Company’s personnel were the technician remains at site – 120 USD or 440 AED/hr while problem is rectified.

Delay – Technician leaves site – Work Stoppage due to a problem identified by Company’s personnel were the technician leaves the site – 120 USD or 440 AED/hr for every hour left in the standard work day (5:30pm unless otherwise specified).

Repair work by Avario supplied subcontractor: Hourly rate plus 10% administration fee.

General additional scope of work carried out by an Avario technician: 120 USD or 440 AED/hr

Specialized Tool Rental – Tool rental rate plus 10% administration fee

 

Access

The Client shall provide unabated access to all areas of the building required for the installation works. Where specialized access equipment is required (above 2 meters), that equipment shall be rented from a local supplier and charged back to the client with a 10% administration fee.

 

Third Parties

Pricing and design processes are based around delivering end-to-end solutions based on recommended complete packages. Where equipment has been sourced by the Client through third parties or components have been substituted which differ from the Company’s recommendation, even if to “same specification”, issues can arise which impact on the overall system reliability and performance. The Company does, therefore, not support third party sourced equipment or cabling unless specifically agreed otherwise In Writing.

Where components are sourced through third parties, or when equipment specification differs from the Company’s recommendation, the Company reserves the right to apply additional fees to cover the additional potential troubleshooting/support in addition to associated installation and commissioning costs of the third party equipment.

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

 

Client’s responsibilities

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

 

Confidentiality

The Company shall treat all personal and business information supplied by the Client as confidential. The Company shall not disclose such information to any third party without the Client’s prior permission, except where required by law or where action might be necessary to protect the Client or someone else.

Approvals

It is the Client’s responsibility to obtain any and all permits and approvals associated with the works at the appropriate times. The Company will not be held liable for any failure to obtain permits such as building or conservation permissions.

 

 

Consent

The Company may, as part of the Services, accept manufacturer or third party license agreements on behalf of the Client. The Client must confirm In Writing to the Company that they do not consent to the Company accepting any such agreement on their behalf prior to the commencement of services.

 

Intellectual Property

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

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

 

Reverse Engineering

If it is necessary to interface with existing equipment or installation, Reverse Engineering may be necessary if original datasheets or configuration data and/or documentation is unavailable. Costs related to the Reverse Engineering process will be indicated to the Client and must be approved In Writing before the task is started.

If the Reverse Engineering process in completed and the Company’s assessment concludes that the data obtained is insufficient to adopt the existing installation without risk, modification or re-configuration, then an estimate to undertake this rectification works will be provided. These works must be approved In Writing. In this instance, the Client retains the right to terminate remaining works at this time, and all fees minus the cost of the Reverse Engineering and any consulting fees or works already progressed will be returned to the Client and the Contract will be terminated.

 

Warranty and acknowledgments

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

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

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

 

Services and Support

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

Standard call out charge of 135 USD or 500 AED will be invoiced including same day cancellation/no answer. An hourly rate of 120 USD or 440 AED will be invoiced for work performed following arrival. Normal call out charges and hourly rates are double for ”emergency” call outs outside of normal office hours.

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

Payment for Service Plans are payable in advance annually and are non-refundable. Non-payment results in suspension of service support.

 

Liability

  1. a) If the Client requests, and the Company agrees, that as part of the Services the Company shall recommend, liaise with and/or supervise third parties, the Company shall have no liability for any deficiencies in any goods supplied or work done or damage caused by any third party, unless those deficiencies or that damage are directly caused by the Company’s negligence.
  2. b) The Company’s liability to compensate for any loss or damage (in the case of loss or damage other than death or personal injury) is limited to the fee for the Services, having regard to such factors as whether the damage was due to a negligent act or omission by the Company. The Company shall have no liability for any consequential or indirect loss suffered, such as, loss of earnings, loss of time, and loss of business or goodwill.
  3. c) The Company shall not be liable for any loss of data, performance or damage to any products/equipment where configuration or installation has occurred during the provision of the Services.
  4. d) During the provision of the Services the Company will need to test products/equipment and remove packaging in order to begin installation. The Company shall not be liable for any faults with the products/equipment or any loss should they be non refundable.

 

Force Majeure

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

 

Termination

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

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

 

Notices

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

 

Rights of Third Parties

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

 

Exclusive Jurisdiction After a Dispute Arises /Over Existing Disputes “A dispute having arisen between the parties concerning the contract, the parties hereby agree that the dispute shall be subject to the exclusive jurisdiction of the DIFC Courts.