1          DEFINITIONS

            The following words shall have the following meanings:

1.1        “Agreement” means these Terms and Conditions together with the terms of any applicable Sale Specification Document;

 1.2        “Customer” means the organisation or person who purchases goods and services from the Supplier;

1.3        “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;

1.4        “Sale Specification Document” means a statement of work, invoice or other similar document describing the goods and services to be provided by the Supplier;

1.5        “Sale Quote Document” means a statement of work, quotation or other similar document describing the goods and services proposed to be provided by the Supplier.

1.6        “Supplier” means Aprios Audio Visual Ltd. Registered Office; Unit 4, City Limits, Danehill, Reading, Berkshire RG6 4UP. Trading Address; 8 The Square, Stockley Park, Uxbridge, Middlesex, UB11 1FW

2          GENERAL

 2.1        These Terms and Conditions shall apply to all contracts for the supply of goods and services by the Supplier to the Customer.

2.2        Before the commencement of the services the Supplier shall submit to the Customer a Sale Specification Document which shall specify the goods and services to be supplied and the price payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Sale Specification Document. All Sale Specification Documents shall be subject to these Terms and Conditions. Where the Customer’s internal procedures require the issue of a purchase order, the purchase order shall be accepted by the Supplier for administrative and invoice-reference purposes only. The issue or acceptance of a purchase order shall not incorporate any terms and conditions contained or referred to in that purchase order, nor shall any such terms amend, supersede or take precedence over these Terms and Conditions or the applicable Sale Specification Document, unless expressly agreed in writing by an authorised representative of the Supplier.

2.3        The Supplier shall use all reasonable endeavours to complete the services or the provision of goods within estimated time frames but time shall not be of the essence in the performance of any services.

2.4        Each new quotation, order, renewal, extension or agreement for additional goods or services shall be subject to the Supplier’s Terms and Conditions in force at the date it is accepted, as published on the Supplier’s website, unless otherwise expressly agreed in writing by the Supplier. Existing contracts shall remain subject to the Terms and Conditions applicable when they were entered into until renewed, extended or replaced.

2.5        Where the Customer is acting as a consumer, nothing in these Terms and Conditions shall exclude, restrict or otherwise affect any statutory rights or remedies which cannot lawfully be excluded or restricted.

3          PRICE AND PAYMENT

 3.1        The price for the supply of goods and services shall be as set out in the Sale Specification Document. Upon receipt of a signed and dated Sale Quote Document by email or digital signature service, the Supplier shall invoice the Customer in accordance with the applicable payment terms. For the avoidance of doubt, Sale Quote Documents may be signed and returned to the Supplier by email or digital signature service.

3.2        Invoiced amounts shall be due and payable in accordance with the payment terms specified on the applicable invoice or Sale Specification Document. Where no payment terms are specified, payment shall be due immediately upon receipt of invoice. Goods will only be delivered once all payments due at that stage have been received in full and in cleared funds. Where the Customer’s procedures require an invoice to reference a purchase order or other internal reference before payment can be processed, the Customer shall be responsible for providing that purchase order or reference before the relevant payment falls due. Failure to provide a purchase order or other internal reference shall not delay, vary or suspend the Customer’s payment obligations under this Agreement.

3.3        The Supplier reserves the right to charge interest, compensation and recovery costs on overdue amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

3.4        If any amount due to the Supplier is not paid when due, the Supplier may suspend delivery of goods and/or performance of any services until all overdue amounts have been received in full and in cleared funds. The Supplier shall have no liability for any delay resulting from such suspension and may revise the project timetable to reflect its then-current availability.

4          SPECIFICATION OF THE GOODS

 4.1        All goods shall be required only to conform to the specification in the Sale Specification Document.  For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Supplier and no representation written or oral, correspondence or statement shall form part of the contract.

5          DELIVERY

5.1        The date of delivery will be specified by the Supplier in the Sale Specification Document.  Time for delivery shall not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods.

5.2        All risk in the goods shall pass to the Customer upon delivery.

6          TITLE

6.1        For sale of goods, Title in the Goods shall not pass to the Customer until the Supplier has been paid in full for the Goods.

7          CUSTOMER`S OBLIGATIONS

7.1        To enable the Supplier to perform its obligations under this Agreement the Customer shall:

7.1.1     co-operate with the Supplier;

7.1.2     provide the Supplier with any information reasonably required by the Supplier;

7.1.3     obtain all necessary permissions and consents which may be required before the commencement of the services; and

7.1.4     comply with such other requirements as may be set out in the Sale Specification Document or otherwise agreed between the parties.

7.2        The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 7.1.

8          CANCELLATION, POSTPONEMENT AND SUSPENSION

8.1        Cancellation by the Customer

Where the Customer cancels all or any part of the goods or services agreed in the Sale Specification Document, the Customer shall remain liable for all costs and commitments incurred by the Supplier in connection with the cancelled goods or services, including the charges set out in this Clause 8. All amounts due under this Clause 8.1 shall be payable in full within 5 working days of cancellation.

8.2        Labour, Project Management and Programming

Where cancellation occurs within 30 calendar days of an agreed installation commencement date, the Customer shall be liable for 100% of the labour charges associated with the scheduled works. For the purposes of this clause, labour charges include all project management, programming, engineering and installation labour associated with the scheduled works. All amounts due under this Clause 8.2 shall be payable in full within 5 working days of cancellation.

8.3        Equipment and Materials

The Customer shall be liable for all supplier or distributor cancellation, restocking, carriage and return charges relating to equipment or materials ordered for the project, together with an Aprios handling charge equal to 20% of the value of any returned equipment. Bespoke, custom-ordered, configured, opened, installed or otherwise non-returnable equipment or materials shall be payable in full. Equipment or materials which have been delivered to the Customer or otherwise irrevocably committed to the project shall also remain payable in full. All amounts due under this Clause 8.3 shall be payable in full within 5 working days of cancellation.

8.4        Postponement by the Customer

Where the Customer postpones or requests the postponement of an agreed delivery, installation or project commencement date, Aprios shall not be obliged to hold equipment, materials, engineering resources or other project resources pending a revised date.

Following notification of a postponement, Aprios may, at its discretion:

(a) reschedule the works, subject to availability and any additional costs arising from the postponement;

(b) return any equipment or materials which are eligible for return, in which case the Customer shall be liable for all applicable supplier or distributor cancellation, restocking, carriage and return charges, together with an Aprios handling charge equal to 20% of the value of the returned equipment;

(c) require the Customer to pay in full for any equipment or materials already ordered which the Customer wishes Aprios to retain for the postponed project; and/or

(d) terminate the existing order and require any future works to be subject to a new quotation, current pricing, equipment availability and installation schedule.

Where the Customer wishes Aprios to retain equipment or materials already ordered rather than have them returned, payment for those items must be received in full and in cleared funds within 5 working days of Aprios requesting payment. If payment is not received within that period, Aprios may return any returnable equipment and apply the charges set out above and may terminate the existing order.

Any equipment which is bespoke, custom-ordered, configured, opened or otherwise non-returnable shall remain payable in full in accordance with these Terms and Conditions and, where payment becomes due as a result of cancellation, shall be paid within 5 working days of cancellation.

Where postponement occurs within 30 calendar days of an agreed installation commencement date, the Customer shall remain liable for 100% of the labour charges associated with the works scheduled for the original installation date, unless Aprios, at its sole discretion, agrees in writing to waive or reduce such charges. For the purposes of this paragraph, labour charges include all project management, programming, engineering and installation labour associated with the scheduled works.

Where such charges apply, the Customer’s liability shall arise by reference to the original installation date and shall not be reduced, avoided or extinguished by the works being rescheduled to a later date or by any subsequent cancellation of the postponed works. Any such labour charges shall be payable in full within 5 working days of the postponement.

Postponement shall not affect the Customer’s liability for any other charges arising under these Terms and Conditions, including project management, programming and committed project costs.

For the purposes of this clause, postponement shall include any act or omission by the Customer which prevents Aprios from proceeding with an agreed delivery or installation date, including failure to provide required access, information, approvals, permissions or payment.

8.5        In the event that the Customer or any third party, not being a sub-contractor of the Supplier, does or omits to do anything which prevents, obstructs or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, the Supplier may suspend or reschedule the affected works without liability and shall notify the Customer as soon as reasonably practicable. In such circumstances:

8.5.1     the Supplier shall have no liability in respect of any resulting delay to the completion of the project;

8.5.2     the timetable for the project may be modified accordingly, subject to the Supplier’s then-current availability; and

8.5.3     the Supplier shall notify the Customer if it intends to claim any additional costs or charges arising as a result of the Customer’s or third party’s prevention, obstruction or delay.

9          MAINTENANCE AGREEMENTS

9.1        Where the Supplier provides maintenance or support services for a stated initial term, the maintenance agreement shall, unless otherwise expressly stated in the applicable Sale Specification Document, automatically renew at the end of that term for successive periods of 12 months.

9.2        Either party may prevent an automatic renewal by giving the other party not less than 30 calendar days’ written notice before the end of the then-current term. In the absence of such notice, the maintenance agreement shall renew automatically for a further 12-month period. Each renewed term shall be governed by the version of the Supplier’s Terms and Conditions in force at the renewal date, as published on the Supplier’s website, unless a different version is expressly agreed in writing by an authorised representative of the Supplier.

 9.3        The Supplier may notify the Customer in advance of any revised maintenance charge applicable to the next renewal period. Any increase in the maintenance charge must be notified to the Customer at least 30 calendar days before the renewal date. If the Supplier does not notify the Customer of a revised charge within that period, the maintenance agreement shall nevertheless renew, but the charge for that renewal period shall remain at the rate applying immediately before renewal.

 9.4        Where the Customer requires a purchase order number or other internal reference for invoicing purposes, the Customer shall provide it to the Supplier before the renewal date. Failure or delay in providing a purchase order or other internal reference shall not prevent or invalidate the automatic renewal of the maintenance agreement or delay the Customer’s payment obligations.

 9.5        Automatic renewal shall apply only to the equipment, systems, sites and services covered by the existing maintenance agreement. Any additions, alterations or material changes shall be subject to separate agreement and may result in revised charges.

 10         ALTERATIONS TO THE SALE SPECIFICATION DOCUMENT

 10.1      The parties may at any time mutually agree upon and execute new Sale Specification Documents. Any alterations in the scope of goods and/or services to be provided under this Agreement shall be set out in the Sale Specification Document, which shall reflect the changed goods and/or services and price and any other terms agreed between the parties.

 10.2      The Customer may at any time request alterations to the Sale Specification Document by notice in writing to the Supplier by email. On receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by email of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.

10.3      Where the Supplier gives written notice to the Customer by email agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by email whether or not it wishes the alterations to proceed.

10.4      Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Sale Specification Document shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.

11         WARRANTY

 11.1      Equipment supplied by the Supplier shall be subject to the applicable manufacturer’s warranty, where available, and the Supplier shall pass to the Customer the benefit of such manufacturer’s warranty to the extent that it is entitled to do so. Unless otherwise stated in the Sale Specification Document, the Supplier warrants its installation services for a period of three years from completion of the installation. This installation warranty does not extend or replace any manufacturer’s warranty and does not cover faults arising from misuse, accidental damage, third-party interference, changes to the installation by others, or failure of equipment outside the Supplier’s installation workmanship.

11.2      The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.

11.3      Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the goods and services to be provided by the Supplier.

12         INDEMNIFICATION

             The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any goods and/or services provided by the Supplier in accordance with the Sale Specification Document infringes a patent, copyright or trade secret or other similar right of a third party.

13         LIMITATION OF LIABILITY

 13.1      Subject to Clause 13.3, the Supplier’s total aggregate liability to the Customer arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total price paid or payable by the Customer under the Sale Specification Document giving rise to the claim.

13.2      Subject to Clause 13.3, the Supplier shall not be liable for any loss of profit, revenue, business, anticipated savings, opportunity, goodwill, data, or any indirect or consequential loss or damage.

13.3      Nothing in these Terms and Conditions shall exclude or limit any liability which cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.

14         TERMINATION

             Either party may terminate this Agreement forthwith by notice in writing to the other, to the extent permitted by law, if:

14.1      the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 5 calendar days of being given written notice from the other party to do so;

14.2      the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;

14.3      the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;

14.4      the other party ceases to carry on its business or substantially the whole of its business; or

14.5      the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

15         INTELLECTUAL PROPERTY RIGHTS

             All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.

16         FORCE MAJEURE

             Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

17         INDEPENDENT CONTRACTORS

             The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement or any applicable Sale Specification Document.

18         ASSIGNMENT

             The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.

19         SEVERABILITY

             If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

20         WAIVER

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

21         NOTICES

 Any notice to be given by either party to the other may be served by email, personal service or by post to the address of the other party given in the Sale Specification Document or such other address as such party may from time to time have communicated to the other in writing. If sent by email, notice shall, unless the contrary is proved, be deemed received on the day it was sent. If delivered personally, notice shall be deemed served at the time of delivery, and if sent by post shall be deemed delivered in the ordinary course of post.

22         ENTIRE AGREEMENT

            This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

23         NO THIRD PARTIES

             Nothing in this Agreement is intended to, nor shall it confer any rights on a third party whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

24         GOVERNING LAW AND JURISDICTION

             This Agreement shall be governed by and construed in accordance with English law  and the parties hereby submit to the exclusive jurisdiction of the English courts.

Last updated: 15 September 2026