GENERAL TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES BY S.I SOUND & LIGHT LIMITED (COMPANY NUMBER SC223987) TRADING AS LIGHTING CONTROL

1. DEFINITIONS

“Acceptance Period” means a period of 10 Business Days following the supply of the Software to you in accordance with Clause 9 or such other period as the parties may agree in writing;

“Acceptance Criteria” means: (a) the Software conforming in all material respects with the Software Specification; and (b) the Software being free from Software Defects;

“Acceptance Tests” means a set of tests designed to establish whether the Software meets the Acceptance Criteria, providing that the exact form of the tests shall be agreed and documented by the parties acting reasonably and set-out in the project schedule;

“Assignment IP” means [all Intellectual Property Rights in the Software and the Documentation, as defined in the Project Schedule, excluding the Intellectual Property Rights in the Framework Software, the customer Materials and the Third Party Materials];

“Business Day” means any weekday other than a bank or public holiday in Scotland;

“Company” S. I Sound & Light Limited, (Company Number SC223987) and having its Registered Office at 4 Lothian Bank, Eskbank, EH22 3AN, trading as Lighting Control;

“Contract” means our Letter of Intent and your acceptance of said Letter in writing;

“Customer Materials” means all works and materials supplied by or on behalf of the Customer to the Developer for incorporation into or integration with the Software, or for use in connection with the Services;

“Delivery” includes electronically by email or file sharing Software;

“Documentation” means the documentation for the Software produced by the Developer and delivered or made available by the Developer to the Customer;

“Effective date” means the agreed start date for the services to be provided and/or Software delivered, to be agreed between the parties;

“Framework Software” means those elements of the Software created before the Effective Date, the Intellectual Property Rights in which are owned by the company. A Software framework may vary from project to project and if a framework is used then its contents will be specified in the project schedule;

“Software Module” is a small part of a software which encapsulates code and data to implement a particular functionality. Software is often composed of one or more independently developed modules;

“Site Attendance” means scheduled visit by a company representative to provide Commissioning Services or Set up Services;

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;

“Letter of Intent” means our letter to you confirming the scope of services and price. This Letter includes any short form Letter of Intent, and any subsequent estimates;

“Order” means a request in writing for services and/or Software;

“Remedy Period” means a period of [20 Business Days] following you giving to the Company a notice that the Software has failed the Acceptance Tests, or such other period as the parties may agree in writing;

“Set Up Services” means the installation, integration and configuration of the Software in accordance with Project Schedule of the Software Development Agreement, to be read in conjunction with these terms. (Software Development Particulars);

“Commissioning Services” means the integration and configuration of associated hardware required to allow the Software or functionality requirements to be tested in accordance with Software Specification or functionality Specification of the Project Schedule, to be read in conjunction with these terms;

“Software” means the software identified the Software Specification, including the Source Code of that software created by or on behalf of the Company in the course of the provision of the Development Services and compiled to create the executable version of that software;

“Source Code” means software code in human-readable form, including human-readable code compiled to create software or decompiled from software, but excluding interpreted code;

“Software Defect” means a defect, error or bug in the Software having a material adverse effect on the appearance, operation, functionality or performance of the Software, but excluding any defect, error or bug caused by or arising as a result of:

(a) any act or omission of you or any person authorised by you to use the Software;

(b) any use of the Software contrary to the Documentation by you or any person authorised by you to use the Software;

(c) a failure by you to perform or observe any of its obligations in this Agreement; and/or

(d) an incompatibility between the Software and any other system, network, application, program, hardware or software not specified as compatible in the Software Specification.

“Third Party Materials” means the works and/or materials comprised in the Software excluding the Customer Materials, the Intellectual Property Rights in which are owned by a third party, and which are specified in the project schedule;

“Software Specification” means the specification for the Software set out in Project Schedule and in the Documentation, as it may be varied by the written agreement of the parties from time to time;

“Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

2. OUR TERMS

2.1 What these terms cover. These are the terms and conditions on which we supply services and Software to you.

2.2 products and services to you, how you and we may change or end the Contract, what to do if there is a problem and other important information.

2.3 Reference to a singular includes the plural and vice versa in refence in a gender and includes the other gender unless the context requires otherwise.

2.4 The headings in these conditions for ease of refence will not affect its consideration or interpretation.

3. INFORMATION ABOUT US AND HOW TO CONTACT US

3.1 Who we are. We are Lighting Control. Lighting Control is the trading name of S. I Sound & Light Limited. Our company registration number is SC223987 and our registered office is at 4 Lothian Bank, Eskbank, EH22 3AN.

3.2 How to contact us. You can contact us by telephoning our team on 07767 888 872 or by writing to us at nsilver@lightingcontrol.co.uk or 4 Lothian Bank, Eskbank, EH22 3AN.

3.3 How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us.

4. OUR CONTACT WITH YOU

4.1 How we will accept your order. Our acceptance of your Order will take place when we send you our Letter of Intent and you sign and return the Letter of Intent to us, or when you send a written order, at which point a contract will come into existence between you and us. The services to be provided by us to you under this Contract are as set out in our Letter of Intent.

5. COMMENCEMENT & DURATION

5.1 We shall provide the services to you on the terms and conditions of business as hereinafter detailed.

5.2 No terms or conditions endorsed on, delivered with or contained in your Letter of Intent, or other document shall become part of the Contract simply as a result of such being referred to in the Contract.

5.3 These conditions apply to all the Company sales and any variation to these conditions or any representations about the services shall have no effect unless especially agreed in writing and signed by a director of the Company. Each Order by you from the Company shall be deemed to be an offer by you to buy services or Software subject to these conditions.

5.4 No Order by you shall be deemed to be accepted by the Company until an order confirmation is issued by the Company or further the Company delivers the services and/or Software to you or performs the services.

5.5 You shall ensure that the terms of its Order and the specification of the services and Software are complete and accurate and that the services and Software are suitable for your requirements. Any quotations given on    the basis that no Contract shall come into existence until you issue an Order and the Company dispatches an order confirmation to you. Quotations are valid for a period of 30 days only from the date of the quotation provided the Company has not previously withdrawn it.

6. QUANTITY AND DESCRIPTION OF SERVICES

6.1 The quantity and description of services shall be as set out in the Letter of Intent or in any subsequent estimates.

6.2 An acceptance of the Letter of Intent will be required from you for specified services. An acceptance of the Letter of Intent must be made in writing.

6.3 The type of services will largely fall into the description in Section 7, 8, 9 and 10 or on occasion be bespoke services detailed in the Letter of Intent and any associated estimates.

7. DESIGN SERVICES

7.1 The Company may provide Design Services to you.

7.2 The Company shall provide the design services in accordance with the standards of skill and care reasonably expected from a leading service provider in the Company industry.

7.3 The Company shall devote such of its personnel’s time and expertise to the performance of the Services as may be necessary for their satisfactory and timely completion.

7.4 The Company shall keep you informed about the progress of the services and, in particular, shall promptly provide information about such progress following receipt of a written request from you to do so.

7.5 The Company shall comply with all reasonable requests and directions from you in relation to the Services.

7.6 The Company shall comply with all reasonable internal policies and procedures operated by you, communicated by you to the Consultant and affecting the provision of the Services.

7.7 You acknowledge that a delay in you performing your obligations under this Agreement may result in a delay in the performance of the Design Services; and subject to Clause 28.1 the Company will not be liable to you in respect of any failure to meet the Design Services timetable to the extent that that failure arises out of a delay by you performing its obligations under this Agreement.

7.8  The Company shall keep you reasonably informed of the progress of the Design Services and, in particular, shall inform you of any substantial obstacles or likely delays in the performance of the Design Services.

7.9 DESIGN DELIVERABLES

7.9.1 The Company shall deliver the Design Deliverables as set out in the project schedule to you.

7.9.2  You must promptly, following receipt of a written request from the Company to do so, provide written feedback to the Company concerning the Designers’ proposals, plans, designs and/or preparatory materials relating to the Deliverables and made available to you with that written request.

7.9.3  The Company shall use its best endeavors to ensure that the Deliverables are delivered to you in accordance with the project schedule.

8. DEVELOPMENT SERVICES

8.1 The Company shall provide the Development Services to you.

8.2 The Company shall use reasonable endeavours to ensure that the Development Services are provided in accordance with the timetable set out in mutually agreed Project Schedule and that a copy of the Software and Documentation is delivered to you by means of a secure online file sharing system, on a USB memory stick or on optical disk in accordance with that timetable.

8.3 You acknowledge that a delay in you performing your obligations under this Agreement may result in a delay in the performance of the Development Services; and subject to Clause 28.1 the Company will not be liable to you in respect of any failure to meet the Development Services timetable to the extent that that failure arises out of a delay by you in performing its obligations under this Agreement.

8.4 The Company shall ensure that the Source Code, and any interpreted code, comprised in the Software created by or on behalf of the Company during the provision of the Development Services is written to a professional standard, conforms with any coding standards document agreed between the parties, and incorporates sufficient commentary to enable a competent third party Company to understand, adapt, maintain and update the code such that it does not infringe on the intellectual property rights of any third parties.

8.5 The Company shall keep you reasonably informed of the progress of the Development Services and, in particular, shall inform you of any substantial obstacles or likely delays in the performance of the Development Services.

8.6 The Company shall make accessible to you a current development version of the Software for the purposes of enabling you to assess the progress of the Development Services and provide feedback to the Company regarding the Software.

9. SET UP SERVICES (Software Delivery)

9.1 The Company shall use reasonable endeavours to ensure that the Set Up Services are provided in accordance with the timetable set out in a mutually agreed Project Schedule.

9.2 You shall keep the Company reasonably informed of the progress of the installation and, in particular, of any substantial obstacles or likely delays in the program. Where delays lead to the cancellation or postponement of a planned site attendance the Company reserves the right to charge for the cancellation. When a delay causes the cancellation or postponement of a site attendance you and the Company must discuss as soon as practicable and agree a revision to the timetable.

9.3 You acknowledge that a delay in you performing your obligations in this Agreement may result in a delay in the performance of the Set Up Services; and subject to Clause 28.1 the Company will not be liable to you in respect of any failure to meet the Set Up Services timetable to the extent that that failure arises out of a delay in you performing your obligations under these terms and conditions.

10. COMMISSIONING SERVICES

10.1 The Company may provide Commissioning Services to you.

10.2 The Company shall use reasonable endeavours to ensure that the Commissioning Services are provided in accordance with the timetable set out in mutually agreed Project Schedule.

10.3 You shall keep the Company reasonably informed of the progress of the installation and, in particular, of any substantial obstacles or likely delays in the timetable. Where delays lead to the cancellation or postponement of a planned site attendance the Company reserves the right to charge for the cancellation. When a delay causes the cancellation or postponement of a site attendance you and the Company must discuss as soon as practicable and agree a revision to the timetable.

10.4 You acknowledge that a delay in you performing your obligations under the Contract in these terms and conditions may result in a delay in the performance of the Set Up Services; and subject to Clause 28.1 the Company will not be liable to you in respect of any failure to meet the Set Up Services timetable to the extent that that failure arises out of a delay in you performing your obligations under the Contract and these terms and conditions.

11. ACCEPTANCE PROCEDURE

11.1 During each Acceptance Period, you shall carry out the Acceptance Tests.

11.2 The Company hereby grants to you a non-exclusive non-transferable non-sublicensable licence to use the Software during each Acceptance Period solely for the purpose of conducting the Acceptance Tests.

11.3 The Company shall provide to you at you cost and expense all such assistance and co-operation in relation to the carrying out of the Acceptance Tests as the customer may reasonably request.

11.4 Before the end of each Acceptance Period, you shall give to the Company a written notice specifying whether the Acceptance Tests have been passed or failed.

11.5 If you fail to give to the Company a written notice in accordance with Clause 9.4 or uses the Software for any purpose other than the conduct of the Acceptance Tests then, the Software shall be deemed to have passed the Acceptance Tests.

11.6 If you notify the Company that the Acceptance Tests have been failed, then you must provide to the Company, at the same time as the giving of the notice, written details of the results of the Acceptance Tests including full details of the identified failure.

11.7 If you notify the Company that the Software has failed the Acceptance Tests:

(x) if the Company agrees with the customer that the Software does not comply with the Acceptance Criteria then the Company must correct the issue and re-supply the Software to you before the end of the Remedy Period; or

(x) otherwise, then the parties must meet as soon as practicable and in any case before the expiry of the Remedy Period and use their best endeavours to agree whether the Software does not comply with the Acceptance Criteria, and if appropriate a plan of action reasonably satisfactory to both parties, and they must record any agreement reached in writing.

11.8   A notification by you that the Software has passed the Acceptance Tests will not prejudice your rights in the event of a breach of any warranty given by the Company to you in this Agreement in relation to the Software; nor will any deemed passing of the Acceptance Tests under this Clause 11.

12. DELIVERY OF SERVICES

12.1 Set Up and Commissioning services will be performed at the address specified in the confirmation of order. The delivery of Software will be carried out either by email or file sharing software, to be agreed between the parties.

12.2 Any dates specified by the Company for the provision of service and delivery of Software are intended to be an estimate and time is not of the essence. If no dates are specified delivery of the Software and completion of the services shall be within a reasonable time.

12.3 We shall provide the services to you on the terms and conditions of business as hereinafter detailed.

12.4 We will begin to provide the services to you on the agreed date as specified in the Letter of Intent.

13. OUR RIGHTS TO MAKE CHANGES

13.1  If you wish to make a change to the services or Software you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the services or Software, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. We reserve the right to charge for the time we spend assessing a request for change from you.

14. PROVIDING THE SERVICES AND PRODUCTS

14.1 Delivery costs. The costs of the products are provided in the pricing schedule attached to the Letter of Intent and/or specific project estimates.

14.2 We are not responsible for delays outside our control. If the provision of services is delayed by an event out with our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the Contract and receive a refund for any products you have paid for but not received.

14.3 For the avoidance of doubt, we shall not be liable for any delay in performing/ completing/delivering the services where such delay is attributable to;

(i) adverse weather conditions that prevent work being carried out on site in a safe and professional manner;

(ii) a change in the nature/specifications of the services to be provided; and

(iii) unforeseeable issues that are outwith our control.

14.4  If you do not allow us access to provide services. If you do not allow us access to your property to perform the services as arranged (and you do not have a good reason for this) we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property we may end the Contract and clause 13.1 will apply.

14.5 When you own Software. You own a product which is Software once we have received payment in full.

14.6  What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you. If so, this will have been stated in the description of the products in our Letter of Intent or Estimate. We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the Contract or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

14.7 We may also suspend provision of the services if you do not pay. If you do not pay us for the services when you are supposed to and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend provision of the services until you have paid us the outstanding amounts. We will contact you to tell you we are suspending provision of the services. We will not suspend provision of the services where you dispute the unpaid invoice. We will not charge you for the products during the period for which they are suspended. As well as suspending the products we can also charge you interest on your overdue payments.

15. OUR RIGHTS TO END THE CONTRACT

15.1  We may end the Contract if you break it. We may end the Contract for services at any time by writing to you if:

(x) you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;

(x) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the services;

(x) you do not, within a reasonable time, allow us access to your premises to supply the services; or

(x) it is found that you have acted in an unreasonable and discourteous manner towards us, our employees, agents, consultants or subcontractors.

15.2 Such termination on the forgoing grounds will be entirely without prejudice to our right to claim and be paid for all works carried out in furtherance of the services carried out up until the point of termination.

15.3 You must compensate us if you break the Contract. If we end the Contract in the situations set out in this Clause 13 we will refund any money you have paid in advance for services we have not provided but we may deduct or charge you a reasonable sum as compensation for the net costs we will incur as a result of your breaking the Contract. Specifically, you will be liable to us by way of liquidated damages for the payment of charges in accordance with the following:

(x) 100% of any expenses already incurred on the client’s behalf;

(x) On or after provision of the services, 100% of the total sums stated in the Letter of Intent;

(x) 48 hours from provision of the services, 75% of the total shown of the sums stated in the pricing schedule;

(x) 5 days from provision of services, 50% of the total shown on the in the pricing schedule;

(x) 10 days from provision of services 25% of the total estimate in the pricing schedule.

16. IF THERE IS A PROBLEM WITH THE PRODUCTS OR SERVICES

16.1   How to tell us about problems. If you have any questions or complaints about the services, please contact us using the earlier stated contact information.

17. PRICE AND PAYMENT

17.1 Where to find the price for the services. The price of the services (which includes VAT) will be the price set out in our Letter of Intent and/or and specific project estimates.

17.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the services, we will adjust the rate of VAT that you pay, unless you have already paid for the services in full before the change in the rate of VAT takes effect.

17.3 When you must pay and how you must pay. You shall pay each invoice submitted by us, in full and in cleared funds, within 14 days of receipt unless otherwise agreed. Payment is to be made by cheque/debit or credit card, in cleared funds, payable to: S. I Sound & Light Limited, and delivered to our address detailed above.

17.4 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 8% a year above the base lending rate of the Bank of Scotland plc from time to time. Such interest shall accrue on a month to month accumulative basis from the due date until actual payment of the overdue amount. You must pay us interest together with any overdue amount.

17.5 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know and we will not charge you interest until we have resolved the issue. If intimation is made timeously, we shall use our best endeavours to investigate the dispute. If the dispute is not intimated within 10 days of the invoice date, we reserve the right not to accept any claims thereon and full payment of the invoice shall be required in accordance with the provisions of this Contract.

18. OUR RESPONSIBILITY FOR LOSS OR DAMMAGE SUFFERED BY YOU

18.1  We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

18.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products, breach of the terms implied by sections 9, 10, 11, 12, 13, 14, 15, 16, 17, 28 and 29 of the Consumer Rights Act 2015 or any other liability which cannot be limited or excluded by applicable law and for defective products under the Consumer Protection Act 1987.

18.3 When we are liable for damage to your property. If we are providing services in your property, we will make good any reasonable damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the services.

19. ASSIGNMENT AND SUB-CONTRACTING

19.1  The Company may assign or sub-contract or any part of it to any person, firm or company. You shall not be entitled to sign the Contract or any part of it prior without the prior written consent of the Company.

20. JURISDICTION

20.1 This agreement shall be governed by and construed in accordance with Scots law.

20.2 Any disputes relating to this agreement shall be subject to the non-exclusive Jurisdiction of the courts of Scotland.

HOW WE MAY USE YOUR PERSONAL INFORMATION

How we will use your personal information. We will use the personal information you provide to us:

(a) to supply the products to you;
(b) to process your payment for the products; and
(c) if you agreed to this during the order process, to inform you about similar products that we provide, but you may stop receiving these at any time by contacting us.

We may pass your personal information to credit reference agencies. Where we extend credit to you for the products, we may pass your personal information to credit reference agencies and they may keep a record of any search that they do.

We will only give your personal information to other third parties where the law either requires or allows us to do so.

CONSENT TO DATA PROCESSING

Please confirm acceptance of these terms:

……………………………………………..
Customer

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Signed

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Date