Terms & Conditions
Club Media FZE trading as Hurst First WiFi & AV Solutions — Terms and Conditions of Sale Agreement
WARRANTY & AFTER-SALES SUMMARY
Hurst First provides a twelve (12) month workmanship warranty covering installation labour, new cabling, cable terminations, wall plates, mounting work and custom-fabricated items supplied and installed by Hurst First.
Equipment supplied by Hurst First is covered by the applicable manufacturer warranty. Hurst First will provide reasonable assistance with manufacturer warranty claims for equipment supplied by us.
Client-supplied or third-party equipment is excluded from Hurst First hardware warranty coverage. Any compatibility issues, configuration changes, troubleshooting, firmware issues or remedial works relating to client-supplied or third-party equipment will be chargeable unless covered by an active Annual Maintenance Contract or expressly included in the quotation.
Any workmanship defect during the twelve (12) month workmanship warranty period will be addressed by Hurst First. General after-sales support, reconfiguration, firmware updates, optimisation, third-party troubleshooting and additional training are chargeable unless covered by an active Annual Maintenance Contract.
Any additional works, product substitutions, remedial works, compatibility works or changes to the agreed scope must be approved in writing before proceeding. Written approval may be given by email, WhatsApp, signed change order, accepted revised quotation, purchase order or other written acknowledgement.
CLUB MEDIA FZE TERMS AND CONDITIONS OF SALE AGREEMENT
The terms "Hurst First", "Hurst-First", "Hurst First WiFi & AV Solutions", "Club Media", "us", "we" or "our" refer to Club Media FZE trading as Hurst First WiFi & AV Solutions, whose registered office is Level 14, Boulevard Plaza Tower 1, Sheikh Mohammed Bin Rashid Boulevard, Downtown Dubai, PO Box 27363, Dubai, United Arab Emirates.
Our company registration / licence number is 4060/2013 FCZ, registered in Fujairah, United Arab Emirates.
Our FTA tax registration number is 100211413800003.
The term "Customer", "Client", "you" or "your" refers to the person, company, entity or authorised representative accepting our quotation, work authorisation, sales order, invoice, proposal or agreement.
1. DEFINITIONS AND INTERPRETATION
1.1 In these terms and conditions, "we", "our" and "us" means Club Media FZE trading as Hurst First WiFi & AV Solutions.
1.2 "Customer" means the customer, client or any person acting on behalf of and with the authority of the customer, as described in any quotation, work authorisation, sales order, proposal, invoice or other document issued by us.
1.3 "Contract Price" means the amount stated in the quotation, sales order, invoice, agreement or accepted proposal, plus any approved variations, additional costs, VAT, charges, disbursements or other amounts payable to us.
1.4 "Contract" means the accepted quotation, sales order, invoice, proposal, agreement, these terms and conditions, and any agreed written variations.
1.5 "Goods" means any goods, equipment, products, materials, parts, accessories or components supplied, ordered, installed, configured or provided by us to the Customer.
1.6 "Works" means the services, installation works, configuration, programming, commissioning, design, consultation, project management, support or other works described in our quotation, proposal, work authorisation, invoice or agreement.
1.7 "Latent Conditions" means any unforeseen site condition, access issue, cabling issue, infrastructure issue, structural issue, electrical issue, compatibility issue, physical obstruction, concealed condition or other matter that was not reasonably apparent to us at the time of quotation or site inspection.
1.8 "Customer-Supplied Equipment" means any equipment, product, cable, device, system, service, software, licence, subscription, internet service, smart-home platform, AV product, networking product or other item not supplied by Hurst First.
1.9 "Third-Party Equipment" means any equipment, product, service, platform, software, firmware, application, subscription, ISP service, cloud service or system supplied, manufactured, maintained or controlled by a third party.
1.10 "Normal Business Hours" means Monday to Friday, 9:00am to 6:00pm, excluding UAE public holidays.
1.11 "Normal Installation Hours" means Monday to Friday, 9:00am to 6:00pm, excluding UAE public holidays, unless otherwise agreed in writing.
1.12 Headings are for convenience only and do not affect interpretation.
1.13 References to writing include email, WhatsApp, signed documents, purchase orders, accepted quotations or other written acknowledgement from the Customer or the Customer's authorised representative.
2. QUOTATIONS, SCOPE AND ACCEPTANCE
2.1 Quotations are valid for thirty (30) days from the quotation date unless otherwise stated.
2.2 All quotations are subject to availability, supplier pricing, currency movement, stock availability and any assumptions or exclusions stated in the quotation.
2.3 A quotation is not a binding contractual offer until accepted by the Customer and confirmed by us.
2.4 Acceptance of a quotation, payment of a deposit, issue of a purchase order, written approval, or instruction for us to proceed will be treated as acceptance of these terms and conditions.
2.5 Each quotation must be read in full. We cannot guarantee the outcome of a system if only part of the proposed solution is selected, if individual components are removed, or if components are supplied by others.
2.6 Unless expressly stated otherwise, our quotation does not include electrical works, civil works, builder works, painting, decorating, joinery, coring, access panels, conduits, cable trays, network data points, MATV points, structural works, ceiling modifications, authority approvals, building management approvals or works by other trades.
2.7 Errors and omissions are excepted.
3. RATES AND CHARGES
3.1 Our rates are as stated in the relevant quotation, invoice, sales order or agreement, or otherwise at our standard rates at the time the services are engaged.
3.2 Unless otherwise stated, rates and prices are in United Arab Emirates Dirhams.
3.3 Unless otherwise stated, prices exclude VAT, which will be charged at the applicable rate.
3.4 Our rates do not include allowance for latent conditions unless expressly stated.
3.5 We are entitled to recover from the Customer all reasonable costs, fees, charges and expenses levied by any statutory authority, building management, developer, free zone, landlord, supplier, courier or other third party in connection with the Works.
3.6 Work outside Normal Business Hours or Normal Installation Hours may be charged at increased rates.
3.7 Emergency callouts, after-hours support and urgent attendance may be subject to minimum charges and higher rates.
4. PAYMENT TERMS
4.1 The following forms of payment are accepted: bank transfer, card payment, cash, cheque or direct deposit. Our preferred method of payment is electronic funds transfer.
4.2 Cheque payments are subject to clearance by our bank. The Customer is responsible for any dishonour fees, bank charges or collection costs.
4.3 Unless otherwise agreed in writing, payment is due in accordance with the payment schedule stated in the quotation or invoice.
4.4 Where no specific payment schedule is stated, invoices are payable within seven (7) days from the invoice date.
4.5 Any claim or dispute relating to an invoice must be made in writing within seven (7) working days of the invoice date. Any undisputed amount remains payable by the due date.
4.6 The Customer is not entitled to withhold payment, apply retention, deduct amounts, set off amounts or delay payment unless required by applicable law or agreed by us in writing.
4.7 If payment is overdue, we may suspend the Works, withhold delivery, withhold system documentation, withhold credentials, withhold support, delay installation, pause procurement or suspend further services until payment is received.
4.8 The Customer may be liable to pay interest on overdue amounts at the rate of 6% per annum, calculated from the due date until payment is received.
4.9 In the event of payment default, the Customer will be responsible for reasonable collection costs, legal fees, court costs and any other costs incurred by us in recovering overdue amounts.
5. DEPOSIT TERMS, PROCUREMENT AND CANCELLATION
5.1 A deposit may be required before we confirm the project, order equipment, allocate engineering resources, book installation dates, commence design work, commence procurement or begin preparation for the Works.
5.2 Hardware will only be ordered once the required deposit or payment has been received, unless otherwise agreed in writing.
5.3 Installation dates will only be confirmed once equipment has been secured, the deposit has cleared and any required site access arrangements have been confirmed.
5.4 The deposit is used to cover project commitment, supplier orders, procurement, design and engineering time, scheduling, administration and other costs or commitments reasonably incurred by us in preparation for or delivery of the project.
5.5 Deposits are not automatically refundable in full. If the Customer cancels the project after payment of the deposit, we will calculate any refund by deducting all costs, losses and commitments already incurred or committed at the date of cancellation, including but not limited to:
(a) equipment or materials already ordered; (b) custom-made, special-order or non-returnable goods; (c) supplier cancellation charges; (d) supplier restocking charges; (e) return freight; (f) import duties; (g) currency exchange losses; (h) design, engineering, project management and administration time; (i) scheduling costs; (j) site visit costs; (k) labour already completed or reserved; (l) works already carried out; (m) configured, opened, programmed or installed goods; and (n) any other reasonable costs directly arising from the Customer's cancellation.
5.6 Any uncommitted and recoverable balance of the deposit, after deduction of the amounts listed above, will be refunded to the Customer.
5.7 Custom-made goods, special-order goods, opened goods, used goods, configured goods, installed goods and goods that cannot reasonably be returned to the supplier are non-refundable except where faulty, incorrectly supplied by us, or where the Customer has a statutory right to a refund, repair, replacement or other remedy under applicable UAE law.
5.8 Labour, design, engineering, consultation, configuration, programming, project management, site survey, procurement and administration services already performed are non-refundable.
5.9 Nothing in this clause limits or excludes any statutory consumer rights that cannot lawfully be limited or excluded under UAE law.
6. SCHEDULING AND INSTALLATION TIMING
6.1 Installation dates and times are subject to availability and are scheduled on a first-come, first-served basis unless otherwise agreed in writing.
6.2 We will make reasonable efforts to meet agreed installation dates, but timing may change due to circumstances outside our reasonable control, including but not limited to: (a) stock delays; (b) supplier delays; (c) shipping delays; (d) staff availability; (e) access restrictions; (f) building management restrictions; (g) customer delays; (h) other contractors; (i) weather conditions; (j) traffic or logistical issues; (k) authority approvals; (l) site readiness; (m) payment delays; or (n) latent conditions.
6.3 We will make reasonable efforts to notify the Customer of any material changes to scheduled timings.
6.4 If the Customer delays, postpones, cancels or reschedules an agreed appointment with less than twenty-four (24) hours' notice, we may charge reasonable costs for lost time, reserved labour, travel or administration.
6.5 Repeated rescheduling may result in revised installation dates and additional charges.
7. DELIVERY, RISK AND TITLE
7.1 Risk and responsibility for Goods passes to the Customer upon delivery to the Customer's premises, nominated site or other agreed delivery location, whether or not the Customer or the Customer's representative is present to acknowledge delivery.
7.2 The Customer is responsible for insuring Goods from the time of delivery.
7.3 Ownership of Goods only passes to the Customer once all monies owed to us by the Customer have been paid in full.
7.4 Until payment in full has been received, we retain legal and equitable ownership of the Goods.
7.5 Until payment in full has been received, we reserve the right, to the extent permitted by law, to recover, remove, disable, retain or resell unpaid Goods.
7.6 Nothing in this clause prevents us from taking collection or legal action to recover any monies owed.
8. VARIATIONS, CHANGE ORDERS AND ADDITIONAL WORKS
8.1 Any change to the agreed scope of works, product list, installation method, timeline, labour requirement, project assumptions or project conditions will be treated as a variation.
8.2 Variations may include, but are not limited to: (a) additional equipment or materials; (b) product substitutions requested by the Customer; (c) additional programming, configuration or commissioning; (d) compatibility work relating to existing, third-party or Customer-Supplied Equipment; (e) remedial works required due to existing site conditions; (f) hidden cabling routes; (g) defective infrastructure; (h) access limitations; (i) additional site visits; (j) work outside Normal Installation Hours; (k) delays caused by the Customer, building management, other contractors, supplier delays, access restrictions or unpaid invoices; (l) changes required by building management, developers, landlords, authorities or other trades; (m) additional training; (n) additional documentation; and (o) any works, materials or labour not expressly included in the accepted quotation.
8.3 No variation will be carried out unless approved in writing by the Customer, except where urgent work is reasonably required to protect the site, equipment, safety or completed works.
8.4 Written approval may be given by email, WhatsApp, signed change order, accepted revised quotation, purchase order or other written acknowledgement from the Customer or the Customer's authorised representative.
8.5 Approved variations will be charged at the agreed quoted amount. Where no fixed amount has been agreed, variations will be charged at our standard rates plus the cost of materials, supplier charges, expenses and applicable VAT.
8.6 If a variation causes delay, we will be entitled to a reasonable extension of time and recovery of reasonable additional costs arising from that delay.
9. EXTENSION OF TIME
9.1 We will be entitled to a reasonable extension of time and reasonable cost recovery if we are delayed through no fault of our own.
9.2 Delays may include, but are not limited to: (a) stock availability; (b) supplier delays; (c) shipping delays; (d) payment delays; (e) access restrictions; (f) incomplete site readiness; (g) other contractors; (h) building management restrictions; (i) client decision delays; (j) change requests; (k) latent conditions; (l) authority approvals; (m) force majeure events; or (n) any matter outside our reasonable control.
10. LATENT CONDITIONS
10.1 If latent conditions are discovered, we will be entitled to a reasonable extension of time and reimbursement of reasonable costs arising from those latent conditions.
10.2 Latent conditions may include, but are not limited to: (a) blocked or inaccessible cable routes; (b) unsuitable cabling; (c) defective existing infrastructure; (d) inadequate power; (e) incompatible equipment; (f) structural limitations; (g) concealed services; (h) inaccessible ceilings, walls, floors or risers; (i) building restrictions; (j) undocumented systems; (k) unsafe working conditions; or (l) any other condition not reasonably apparent at the time of quotation.
10.3 Any additional works required due to latent conditions will be treated as a variation.
11. PURCHASE ORDERS
11.1 These terms and conditions apply to the Contract.
11.2 Any terms or conditions attached to or incorporated in a Customer purchase order, supplier portal, approval form or other Customer document will not apply unless expressly accepted by us in writing.
11.3 Our acceptance of a purchase order does not constitute acceptance of any terms or conditions contained in that purchase order.
12. INVOICING AND PRACTICAL COMPLETION
12.1 Tax invoices may be issued in accordance with the payment schedule stated in the quotation.
12.2 If no payment schedule is stated, invoices may be issued on deposit, on delivery of Goods, monthly for ongoing projects, on practical completion, or as otherwise reasonably required.
12.3 Practical completion occurs when the system or relevant part of the system is installed, configured and tested by us and is reasonably capable of operating for its intended purpose, subject to minor snagging, defects, manufacturer warranty issues, third-party limitations, Customer-Supplied Equipment issues, third-party service issues or further training.
12.4 Final invoices may be issued at practical completion.
12.5 Further commissioning, optimisation, training, minor defect rectification or support may occur after practical completion.
12.6 System documentation, passwords, configuration backups and credentials may be withheld until final payment has been received in full.
13. RETURNS AND CANCELLATIONS
13.1 Cancellations for custom-made, special-order, imported, configured or non-returnable Goods will not be accepted once we have commenced ordering, procurement, configuration, manufacture or preparation of those Goods.
13.2 Custom-made products, including custom cables, brackets, configured devices, programmed devices and bespoke fabricated items, are not returnable for credit or refund unless faulty, incorrectly supplied by us, or subject to a statutory remedy under applicable UAE law.
13.3 The Customer may request to return Goods purchased from us for credit or refund, subject to all of the following conditions: (a) the Goods are returned with the original invoice within thirty (30) days of invoice date; (b) the Goods are new and unused; (c) the Goods are unopened, uninstalled and unconfigured; (d) the Goods are in their original packaging; (e) the packaging has not been damaged, marked or altered; (f) the Goods are not custom-made, special-order or non-returnable; and (g) the supplier or manufacturer accepts the return.
13.4 Returned Goods may be subject to supplier restocking fees, return freight charges, inspection fees, administration fees or other supplier charges.
13.5 Credit for returned Goods may be given by company credit, replacement or refund at our discretion, subject to applicable law.
13.6 Goods supplied by us that are confirmed to be faulty may be returned, repaired, replaced, credited or refunded in accordance with the manufacturer warranty, supplier terms and the Customer's statutory rights.
13.7 Except where Goods are faulty, incorrectly supplied by us, or subject to a statutory remedy, the Customer is responsible for return freight and related charges.
13.8 Labour charges are non-refundable once the labour has been performed.
14. PRODUCT WARRANTY, WORKMANSHIP WARRANTY AND AFTER-SALES SUPPORT
14.1 We provide a twelve (12) month workmanship warranty from the date of practical completion, unless otherwise stated in writing.
14.2 The workmanship warranty covers defects in our installation labour, new cabling installed by us, cable terminations, wall plates, mounting work and custom-fabricated items supplied and installed by us.
14.3 During the workmanship warranty period, we will repair or re-perform defective workmanship at no charge where the defect is caused by our workmanship.
14.4 The workmanship warranty does not cover: (a) faults caused by Customer-Supplied Equipment; (b) manufacturer defects in third-party products; (c) misuse; (d) accidental damage; (e) neglect; (f) vandalism; (g) water damage; (h) fire; (i) lightning; (j) power surge; (k) unstable power supply; (l) external events; (m) faults caused by other contractors, building works, civil works, electrical works, joinery works or existing site infrastructure; (n) unauthorised changes, relocation, reconfiguration, repair or attempted repair by the Customer or any third party; (o) changes caused by firmware updates, software updates, internet service providers, app providers, streaming services, smart-home platforms or other third-party services; (p) compatibility issues with existing, third-party or Customer-Supplied Equipment unless expressly stated in the quotation; (q) consumables, batteries or wear-and-tear items; (r) cosmetic damage after handover; or (s) any work not expressly included in the accepted quotation.
14.5 Equipment supplied by us is covered by the applicable manufacturer warranty. We will provide reasonable assistance with manufacturer warranty claims for Goods supplied by us, subject to the manufacturer's terms and the Customer's statutory rights.
14.6 Unless expressly stated otherwise, manufacturer warranty service is back-to-base or supplier/manufacturer-based. On-site attendance for manufacturer warranty issues, diagnosis, removal, reinstallation, access equipment, troubleshooting or testing may be chargeable unless the issue is confirmed to be caused by our defective workmanship.
14.7 Goods repaired under manufacturer warranty may be replaced by refurbished goods of the same type, and refurbished parts may be used to repair Goods, subject to the manufacturer's warranty terms and applicable law.
14.8 Customer-Supplied Equipment and Third-Party Equipment are excluded from our hardware warranty. We are not responsible for defects, limitations, incompatibility, configuration restrictions, firmware issues, service outages or performance issues arising from Customer-Supplied Equipment or Third-Party Equipment.
14.9 Where we integrate with Customer-Supplied Equipment or Third-Party Equipment, we will use reasonable skill and care when carrying out the agreed integration Works. However, ongoing support, reconfiguration, troubleshooting, firmware management, compatibility issues and fault-finding relating to such equipment will be chargeable unless covered by an active Annual Maintenance Contract or expressly included in the quotation.
14.10 After-sales support outside the workmanship warranty, including general support, system changes, reconfiguration, firmware updates, optimisation, third-party troubleshooting, additional training, remote support and additional site visits, is chargeable at our standard rates unless covered by an active Annual Maintenance Contract.
14.11 We provide support during Normal Business Hours. We do not guarantee support or response outside Normal Business Hours unless covered by a separate written agreement.
14.12 If after-hours support or attendance is available, it may be charged at our applicable after-hours rate.
14.13 No warranty or guarantee is provided by us for services or hardware offered, supplied, hosted, maintained or controlled by outside companies. This includes, but is not limited to, VPN services, IPTV services, internet service providers, streaming services, smart-home cloud services, voice assistants, app providers, software vendors, manufacturer cloud platforms and other services outside our direct control.
14.14 Any remediation of issues relating to services outside our direct control will be chargeable at our standard labour rate unless covered by an active Annual Maintenance Contract or otherwise agreed in writing.
14.15 Nothing in this clause limits or excludes any warranty, repair, replacement, refund or other remedy that the Customer is entitled to under applicable UAE law.
15. THIRD-PARTY EQUIPMENT, CUSTOMER-SUPPLIED EQUIPMENT AND EXISTING SYSTEMS
15.1 Where the project includes existing, third-party or Customer-Supplied Equipment, we assume such equipment is operational, compatible, accessible, properly installed and suitable for the intended use unless expressly stated otherwise in the quotation.
15.2 We are not responsible for faults, limitations, defects, incompatibility, firmware issues, missing passwords, missing licences, expired subscriptions, incorrect configuration, lack of access or performance issues arising from existing, third-party or Customer-Supplied Equipment unless we have expressly agreed in writing to take responsibility for that equipment.
15.3 Any additional labour, investigation, reconfiguration, repair, replacement, compatibility work, fault-finding or remedial works required due to existing, third-party or Customer-Supplied Equipment will be treated as a variation and charged separately.
15.4 Where a system depends partly or wholly on existing, third-party or Customer-Supplied Equipment, we may require an active Annual Maintenance Contract before providing ongoing support, commissioning support, integration support or fault-finding after completion.
15.5 We do not guarantee the performance, availability, reliability, compatibility or future operation of third-party platforms, apps, cloud services, firmware, subscriptions, manufacturer services, internet services or other systems outside our control.
16. DEFECTS, SNAGGING AND HANDOVER
16.1 The Customer must notify us in writing of any alleged defect, incomplete item, snagging item or issue as soon as reasonably possible after discovery.
16.2 We must be given reasonable access and reasonable opportunity to inspect and remedy any alleged defect before the Customer appoints another contractor or incurs third-party costs.
16.3 If the issue is confirmed to be caused by our defective workmanship within the workmanship warranty period, we will remedy the defective workmanship at no charge.
16.4 If the issue is found not to be caused by our defective workmanship, the inspection, diagnosis, site visit and remedial works may be chargeable at our standard rates.
16.5 Minor snagging, optimisation, manufacturer warranty issues, third-party limitations, Customer-Supplied Equipment issues or additional training requirements do not prevent practical completion where the system is reasonably capable of operating for its intended purpose.
17. LIMITATION OF LIABILITY
17.1 Nothing in these terms limits or excludes our liability for: (a) fraud or fraudulent misrepresentation; (b) wilful misconduct; (c) gross negligence; (d) death or personal injury caused by our negligence; (e) breach of statutory consumer rights; or (f) any liability that cannot lawfully be limited or excluded under applicable UAE law.
17.2 Subject to clause 17.1, our total liability for ordinary breach of contract, ordinary negligence, defective workmanship or any other claim arising out of or in connection with the project will be limited to the total amount paid by the Customer to us for the relevant project.
17.3 Subject to clause 17.1, we will not be liable for indirect, consequential, special, punitive or economic losses, including but not limited to: (a) loss of profit; (b) loss of income; (c) loss of business; (d) loss of opportunity; (e) loss of use; (f) loss of data; (g) loss of enjoyment; (h) interruption to services; (i) reputational loss; (j) loss arising from delay; or (k) losses arising from third-party services, systems, platforms or equipment.
17.4 We will not be liable for losses, damage, faults or delays caused by: (a) Customer-Supplied Equipment; (b) Third-Party Equipment; (c) third-party services, platforms, apps, software, firmware or internet service providers; (d) manufacturer defects; (e) supplier delays or stock shortages outside our reasonable control; (f) other contractors, trades, building management or site restrictions; (g) existing cabling, electrical, civil, structural or network infrastructure; (h) misuse, unauthorised changes, unauthorised repairs or reconfiguration by others; (i) external events including power surges, fire, water, lightning, natural events, accident, vandalism or neglect; or (j) any matter outside our reasonable control.
17.5 The Customer remains responsible for maintaining appropriate insurance for the property, equipment, contents and any consequential losses.
18. INDEMNITY
18.1 We will indemnify the Customer against third-party claims to the extent that such claims arise directly from our negligent installation work, wilful misconduct or breach of applicable law.
18.2 The indemnity in clause 18.1 does not apply to claims, losses or damage caused by: (a) Customer-Supplied Equipment; (b) Third-Party Equipment; (c) manufacturer defects; (d) supplier negligence, supplier delay or supplier non-performance outside our direct control; (e) third-party services, platforms, apps, software, firmware or internet service providers; (f) other contractors, trades, building management, existing infrastructure or site conditions; (g) the Customer's misuse, negligence, unauthorised changes or failure to follow instructions; (h) defects or limitations in equipment not supplied by us; or (i) any matter outside our reasonable control.
18.3 The Customer will indemnify us against claims, losses, costs or damage arising from Customer-Supplied Equipment, unsafe site conditions, incorrect information supplied by the Customer, unauthorised changes by the Customer or third parties, misuse of the system, or the acts or omissions of other contractors engaged by the Customer.
19. INSURANCE
19.1 Unless expressly stated in the quotation, the Contract does not include project-specific professional indemnity insurance, all-risks insurance, contract works insurance or special insurance cover.
19.2 The Customer is responsible for ensuring that appropriate property, contents, building, equipment and other insurance is in place.
19.3 We are not responsible for insuring the Customer's property, existing equipment, building, contents or third-party equipment.
20. SITE ACCESS, SAFETY AND CUSTOMER RESPONSIBILITIES
20.1 The Customer is responsible for providing safe, clear and reasonable access to the site.
20.2 The Customer must ensure that all required permissions, building management approvals, landlord approvals, access permits, parking permissions and security clearances are obtained before installation.
20.3 The Customer must ensure that the site is ready for the Works before our attendance.
20.4 The Customer is responsible for ensuring that all site-specific safety requirements are communicated to us in advance.
20.5 We will comply with applicable legislation and standards in maintaining safe work practices.
20.6 If the site is unsafe, inaccessible, not ready or materially different from the conditions assumed in the quotation, we may suspend the Works and charge reasonable additional costs.
21. STRUCTURAL INTEGRITY, CABLE ROUTES AND EXISTING INFRASTRUCTURE
21.1 Unless expressly stated otherwise, we assume that the property, walls, ceilings, floors, cabinetry, cable routes, conduits, risers, electrical supply, network infrastructure and mounting locations are suitable for the proposed Works.
21.2 We are not responsible for the structural integrity of the building or any surface, ceiling, wall, floor, cabinet or mounting location unless expressly agreed in writing.
21.3 Any structural reinforcement, builder works, civil works, electrical works, painting, decorating, ceiling modification, access panel, coring or making good will be the responsibility of others unless expressly included in our quotation.
21.4 If obstructions, unsuitable cable routes, inadequate conduits, defective cabling or other infrastructure issues become apparent after commencement, we will discuss the available options with the Customer. Additional work will be treated as a variation.
22. EXCLUSIONS AND ASSUMPTIONS
22.1 Unless clearly stated otherwise in the quotation, we have made no allowance for: (a) electrical works; (b) new power outlets; (c) data points; (d) MATV points; (e) in-wall or in-floor conduits; (f) coring; (g) cable trays; (h) painting; (i) decorating; (j) ceiling repairs; (k) civil works; (l) builder works; (m) joinery works; (n) access panels; (o) authority approvals; (p) building management charges; (q) parking charges; (r) third-party licences; (s) subscriptions; (t) internet service provider charges; or (u) written certification of structured cabling.
22.2 Network cabling will be terminated and tested as part of the Works only where expressly included in the quotation.
22.3 If written certification of cable runs is required, a separate certification charge may apply per cable run.
22.4 Unless otherwise stated, any equipment noted as existing or Customer-supplied is assumed to be working, accessible, compatible and functional.
22.5 Costs relating to remediating, repairing, replacing, unlocking, resetting, reconfiguring or adapting existing equipment will be treated as variations.
23. TENDERS, DESIGN AND CONSULTANCY
23.1 Where we are engaged as a paid design consultant, we will take responsibility for our design work in accordance with the scope of the paid consultancy.
23.2 Where an external consultant, designer, contractor or other third party has provided a scope of works, bill of materials, drawings or specification, the Customer and/or consultant remains responsible for reviewing our quotation and technical documents to ensure the proposed solution is suitable and complete for the Customer's requirements.
23.3 Where no consultant is engaged and we are asked to provide a design as part of a tender or quotation process without paid consultancy, we cannot be responsible for a complete functioning solution until sufficient consultation, site information and Customer requirements have been provided and agreed.
23.4 Our quotations may include an engineering and design element containing intellectual property. The quotation is shared to provide sufficient understanding of the proposed solution and must not be copied, shared, reused or provided to other parties without our written consent.
24. ANNUAL MAINTENANCE CONTRACTS AND ONGOING SUPPORT
24.1 An Annual Maintenance Contract may be offered as an optional or mandatory support arrangement, depending on the system type, project scope and whether the system includes Customer-Supplied Equipment, Third-Party Equipment or existing infrastructure.
24.2 Where a project involves Customer-Supplied Equipment, Third-Party Equipment or integration with existing systems, we may require an active Annual Maintenance Contract before providing ongoing support, commissioning support, integration support, remote support or fault-finding after practical completion.
24.3 Without an active Annual Maintenance Contract, all after-sales support outside the workmanship warranty will be chargeable at our standard rates.
24.4 Annual Maintenance Contracts do not cover manufacturer defects, replacement hardware, third-party subscription charges, ISP charges, consumables, batteries, misuse, unauthorised changes, damage caused by others or matters outside our reasonable control unless expressly stated in the relevant AMC agreement.
25. CONFIDENTIALITY
25.1 The parties shall keep confidential all non-public information shared under or in connection with the Contract, except where disclosure is required to professional advisors, suppliers, subcontractors, insurers, legal advisors, authorities or as required by law.
25.2 The Customer must not disclose, copy, reuse or share our confidential pricing, design, proposal, quotation, engineering information or system documentation with third parties for the purpose of obtaining competing quotations or implementing the design without us, unless we have given written consent.
26. FORCE MAJEURE
26.1 We will not be liable for delay or failure to perform our obligations where such delay or failure is caused by events outside our reasonable control.
26.2 Such events may include, but are not limited to: (a) supplier delays; (b) shipping delays; (c) stock shortages; (d) customs delays; (e) natural events; (f) fire; (g) flood; (h) power failure; (i) internet outage; (j) government action; (k) authority restrictions; (l) building access restrictions; (m) labour shortages; (n) illness; (o) transport disruption; (p) war; (q) civil unrest; (r) pandemic; (s) changes in law; or (t) any other event beyond our reasonable control.
27. CONSUMER RIGHTS AND APPLICABLE LAW
27.1 These terms are governed by the laws of the United Arab Emirates.
27.2 Nothing in these terms is intended to limit, exclude or override any statutory right, warranty, remedy or protection that cannot lawfully be limited or excluded under UAE law.
27.3 If any provision of these terms is found to be invalid, unenforceable or inconsistent with applicable UAE law, that provision will be interpreted or amended to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will continue in effect.
27.4 Where required by applicable law, consumer-facing information, warranty terms, after-sales terms and contracting terms may be provided in Arabic or in bilingual format.
28. DISPUTE RESOLUTION AND JURISDICTION
28.1 The parties will first attempt to resolve any dispute in good faith through discussion.
28.2 If the dispute cannot be resolved informally, either party may refer the matter to the competent courts or authorities of the United Arab Emirates.
28.3 Any legal action relating to these terms, the Contract, the Goods or the Works shall be brought in the United Arab Emirates, unless otherwise required by applicable law.
29. GENERAL
29.1 No waiver of any right or remedy will be effective unless given in writing.
29.2 A delay in enforcing any right does not waive that right.
29.3 We may use subcontractors, suppliers, installers, programmers or other specialists where reasonably required for the delivery of the Works.
29.4 The Customer may not assign or transfer the Contract without our written consent.
29.5 These terms, together with the accepted quotation, proposal, invoice, work authorisation, sales order and any agreed written variations, form the entire agreement between the parties.
29.6 If there is a conflict between the quotation and these terms, the quotation will prevail only to the extent of the specific conflict.
29.7 These terms may be updated from time to time. The applicable terms are the terms issued with or incorporated into the relevant quotation, invoice, work authorisation or agreement accepted by the Customer.