Terms and Conditions of Supply

1. Application

These Terms and Conditions apply to the supply of all goods and services by MAV Reality Ltd (Company No. 13260648), a company registered in England and Wales, whose registered office is at 2 Lakeview Stables, Lower St. Clere, Kemsing, Sevenoaks, England, TN15 6NL. The trading address is 1st Floor, Quarry Court, Beacon Hill Road, Halifax, HX3 6AQ. Contact: compliance@mavreality.co.uk.

References to the Company, we, us or our are to MAV Reality Ltd. References to the Customer, you or your are to the person or entity placing an order.

2. Interpretation

In these Terms and Conditions the following definitions apply:

• Contract means the legally binding agreement between you and us for the supply of goods and services formed in accordance with clause 5.
• Delivery Location means the premises or other location where the services are to be supplied, as set out in the order.
• Goods means any physical products that we supply to you, including hardware, equipment, cabling and ancillary materials, as described in the order.
• Order means the Customer order for goods and services as set out in the quotation or order acknowledgement.
• Services means the services to be supplied by us, including installation, configuration, commissioning, programming, support and managed services, as described in the Order.
• Support Schedule means any separate support and managed service agreement entered into between the parties, which forms part of the Contract where applicable.
• Business Hours means Monday to Friday, 09:00 to 17:00, excluding UK public and bank holidays, unless otherwise stated in a Support Schedule.
• End-User means the ultimate recipient, operator or beneficiary of the goods and services where the Customer is a reseller, distributor or agent.
• Booked Period means any date, time or window during which MAV Reality engineers or resources are scheduled to attend, install, commission, programme or support at a site.
• Expenses means all costs reasonably incurred by MAV Reality in performing the Contract, including mileage, travel time, subsistence, accommodation, ferries, flights, rail, tolls, parking, congestion and low-emission zone charges, as set out in clause 6.
• Purchase Order or PO means any document, portal entry, framework order or other instrument by which the Customer places or confirms an Order, howsoever described.
• Authorised Signatory means a person with express written authority from the Customer to commit the Customer to additional scope, variations or expenditure under the Contract. The presence of personnel or agents on site does not of itself constitute such authority.

2A. Third-Party Equipment and Manufacturer Responsibility

MAV Reality Ltd is not liable for defects, failures, firmware issues, software bugs, recalls, or performance limitations of third-party products, platforms, or equipment supplied by the Customer. Responsibility for such faults remains exclusively with the manufacturer or the Customer. MAV Reality Ltd will use reasonable endeavours to pass through any applicable manufacturer warranty to the Customer.

2B. Customer Information, Scoping Accuracy and Design Dependencies

MAV Reality Ltd shall not be liable for any delay, additional cost, design change, performance issue, or installation failure arising from inaccurate, incomplete, or late information, room details, surveys, documentation, drawings, Bills of Materials, or scope provided by the Customer.

MAV Reality Ltd shall not be responsible for errors or omissions in designs or specifications provided by the Customer or third parties unless MAV Reality Ltd has expressly produced and signed off such design in writing.

2C. Site Readiness and Environmental Requirements

The Customer is responsible for ensuring site readiness, including network, power, structural and environmental requirements. Delays or additional work caused by site conditions, access restrictions, unfinished contractor work, or missing infrastructure will be chargeable at the rates applicable at the time.

2D. Free-Issued and Legacy Equipment

No warranty or liability is accepted for the integration, performance, compatibility, reliability, or stability of free-issued or legacy equipment. Any rework, reconfiguration, or additional engineering time required due to issues with free-issued or legacy equipment will be chargeable.

2E. Customer Representations to Third Parties

MAV Reality Ltd shall not be held liable for representations, assumptions, commitments, or technical statements made by the Customer or the Customer agents to any third party or end-user which have not been confirmed in writing by MAV Reality Ltd.

2F. Site, Room and Access Readiness on Installation Days

For each Booked Period the Customer shall, at its own cost and in good time for our arrival:

• make the agreed working space vacant, clean, and fully accessible to our engineers throughout the Booked Period;
• ensure the working space is not occupied, in use, double-booked, or committed to any other activity (including client meetings, events, training sessions, or other contractor activities) during our attendance;
• provide timely physical access to the site, including any security clearance, ID passes, parking, loading-bay access, lift access and key-holder availability, from the start of the Booked Period;
• ensure all dependent works, including but not limited to power, data, network, structural, cabling, mounting provisions, ceiling works, decoration, furniture removal, waste removal, and any third-party sign-offs (IT, security, facilities, landlord), are complete and signed off in advance of our arrival;
• confirm in writing that the site is ready no later than the working day before the Booked Period starts, if we request such confirmation.

Where any of the above is not met and cannot be remedied within a reasonable time on arrival, we may at our discretion:

• (a) wait on site and apply the waiting time charge under clause 6;
• (b) leave site and treat the attendance as a failed installation under clause 8, with a new return visit required and chargeable at the full applicable day rate plus mileage, accommodation, and any bespoke materials already ordered; or
• (c) proceed only in part and charge for any additional engineering time, rework or return visits required to complete the work.

2G. Non-Interference During Installation and Commissioning

During any Booked Period, the Customer and its personnel, agents, contractors and End-Users shall not, without our prior written agreement, access, operate, power-cycle, connect to, reconfigure, disconnect or relocate any equipment or infrastructure forming part of the active installation. This includes MAV Reality-supplied equipment, customer-supplied equipment under our control for the duration of the works, and any network, power or cabling provision we are working on.

Any damage, misconfiguration, data loss, delay or additional engineering time arising from Customer (or End-User) use, access to, or interference with equipment during a Booked Period is chargeable at the rates applicable at the time, and may constitute a failed installation under clause 8 where it prevents completion of the scheduled works.

2H. Reliance on Other Trades and Project Programmes

Where our services form part of a wider project involving other trades, a main contractor, project manager or third-party programme, we shall not be liable for any delay, additional cost, redesign, rework or performance issue arising from:

• programme slippage, sequencing changes, or late or incomplete work by any other trade, main contractor, or third party;
• the Customer or its main contractor re-scheduling, compressing or deferring our Booked Period;
• late handover of the site or works area to us, or our Booked Period being reduced on site;
• shared use of the working space with other trades not agreed in advance in writing.

All of the above shall be treated as Customer default for the purposes of clause 4, and as grounds for return visit, waiting time, failed installation and cancellation charges under clauses 6 and 8.

2I. On-Site Scope Changes and Authorisation

Any change, addition, variation or enhancement to the scope of the Order requested on site during installation, commissioning or any other Booked Period shall be confirmed in writing by an Authorised Signatory of the Customer before being undertaken. Written confirmation may be given by email from a recognised Customer domain.

Verbal requests, instructions, assurances or informal agreements given by Customer personnel, agents, contractors or End-Users on site do not bind MAV Reality to perform additional work within the original Order or at the original price, and do not create an entitlement for the Customer to receive such work without charge.

Where additional work is agreed in writing, it will be priced and invoiced separately at the rates applicable at the time, including any associated additional engineering time, materials, travel, waiting time and return visits. Where MAV Reality agrees at its discretion to perform minor additional tasks without formal written authorisation, such agreement is on a goodwill basis only, without prejudice to the Customer obligations under the original Order and without creating any precedent or waiver.

3. Services

The quantity, description and specification of goods and services shall be set out in the Company quotation or order acknowledgement. Any samples, illustrations or specifications in sales materials are indicative only. The Company reserves the right to correct any error or omission in sales materials.

• No employee, contractor or agent of the Company is authorised to make representations or statements concerning the goods or services beyond those set out in these terms.
• Where an installation is instructed through an agent of the Customer, all work will be carried out in accordance with the specifications and technical drawings provided by the agent or Customer. We will not be responsible for inaccuracies in those drawings or specifications. If an installation must be aborted due to incorrect drawings or documentation, the costs set out in clause 8 apply.
• Where goods or services are made to your special requirements, you are responsible for ensuring that all information and specifications you provide are accurate.
• All services are subject to availability. We reserve the right to make changes to the services where necessary to comply with applicable law or safety requirements, with notice to you.

4. Customer Responsibilities

You must cooperate with us in all matters relating to the goods and services, including:

• Providing us and our authorised representatives with access to your premises as required to perform the services.
• Ensuring the site is clear of hazards and any potential threat to the health and safety of our engineers. You must notify us of any known health risks, including infectious disease outbreaks, prior to attendance.
• Providing all information required to perform the services, including network credentials, room access, floor plans and technical documentation.
• Obtaining all necessary licences, consents and approvals, unless otherwise agreed in writing.
• Ensuring vehicle access to within a reasonable proximity of the delivery location to enable safe moving and handling of tools and equipment.
• Where the managed service includes remote access provisions, maintaining reasonable cyber security practices and ensuring that administrative credentials provided to us are kept current and securely managed.
• Complying with your obligations under clauses 2B to 2I throughout the Contract.

Failure to comply with the above constitutes a Customer default. In such circumstances we are entitled to charge fees to cover any delay, suspend performance of the services until the default is remedied, or terminate the Contract by written notice where the default is not remedied within a reasonable period.

5. Basis of Sale, Contract Formation and Precedence of Terms

Contract Formation

• Our quotations and advertisements do not constitute a contractual offer. A Contract is formed only when we send written acceptance of your order, or on the earlier commencement of delivery of the services.
• We may reject any order for any reason and will notify you without undue delay.
• Quotations are valid for 30 days from the date of issue unless withdrawn earlier.
• No variation to the Contract is effective unless agreed in writing by both parties. Variation requests made during a Booked Period may be refused, deferred or charged as additional work at the rates applicable at the time.
• Where a Support Schedule has been agreed, it forms part of the Contract. In the event of any conflict between these Terms and Conditions and the Support Schedule, the Support Schedule takes precedence in respect of the scope, response times and service levels for managed support services.

Precedence of Terms

These Terms and Conditions, together with the accepted quotation or order acknowledgement and any agreed Support Schedule, constitute the entire agreement between the parties in respect of the goods and services.

These Terms and Conditions prevail over any terms or conditions set out in a Purchase Order, procurement portal, supplier onboarding platform, framework agreement, invoice portal conditions, supplier code of conduct or other Customer documentation, whether pre-printed, linked or otherwise referenced.

No such Customer terms apply to the Contract unless expressly accepted by MAV Reality in writing, signed by a director of MAV Reality Ltd. Acceptance of a Purchase Order, commencement of work, uploading of an invoice to a Customer portal, or delivery of goods does not constitute acceptance of Customer terms.

Where a Customer seeks to impose different payment terms, retention provisions, liquidated damages, service credits, indemnities, audit rights, price-review mechanisms or set-off rights through a Purchase Order or portal, those provisions shall have no effect unless expressly negotiated, priced and agreed in writing with a director of MAV Reality Ltd before Order acceptance.

6. Fees and Payment

Pricing

• Fees for services and the price of goods are as set out in the quotation. Prices are subject to VAT at the rate applicable at the time of order.
• Customers exempt from VAT must notify accounts@mavreality.co.uk in writing, providing full name and address, before an order is placed. A VAT exemption form will be issued and must be completed and returned before the exemption is applied.
• Work performed outside Business Hours may be subject to an uplift charge, which will be itemised on the invoice and is subject to VAT at 20%.

Expenses and Chargeable Costs

The following rates apply to Expenses incurred by MAV Reality in performing the Contract, unless otherwise agreed in writing at the time of Order acceptance:

• Mileage. HMRC Approved Mileage Allowance Payment (AMAP) rates, currently 45p per mile for the first 10,000 miles per vehicle per annum and 25p per mile thereafter, per vehicle used for the visit.
• Travel time. Single-leg travel in excess of 60 minutes each way is chargeable at the engineer hourly rate set out in the current MAV Reality rate card, charged in 30-minute increments. Flights, ferries, rail and onward travel to the Channel Islands, Isle of Man, Scotland, Northern Ireland or any site more than 100 miles from the engineer base attract travel time in full.
• Subsistence. £35 per engineer per day where working away from their base of work, increased to £55 per engineer per day for overnight stays, covering meals not included in hotel rates.
• Accommodation. Booked at three-star business standard or at the Customer specified hotel where notified in writing in advance. Where the Customer specifies accommodation above this standard, the difference is chargeable.
• Ferries, flights, rail and tolls. Charged at cost.
• Parking, congestion and low-emission zone charges. Charged at cost.
• Administration fee. All Expenses are subject to an administration fee of 10% of the total Expenses on each invoice, covering reconciliation, float, and payment processing.
• Receipts and backup. Expense backup will be provided on written request within 30 days of invoice date. Absence of individual receipts does not void the charge where the expense is otherwise reasonable and documented by engineer log, booking confirmation, or corporate card statement.
• Non-refundable. Once incurred or committed (including non-refundable flights, hotels, ferries, hire cars and other pre-booked travel), Expenses are payable in full regardless of subsequent cancellation, rescheduling or failed installation under clauses 6, 8 or 2F.

Deposits and Bespoke Goods

• Where any Order includes bespoke, specially configured or made-to-order goods, or where the value of such goods exceeds £10,000 or 30% of the Order value (whichever is lower), MAV Reality may require payment of the cost of those goods in full on Order acceptance, before the goods are ordered from the supplier.
• Amounts paid in respect of bespoke goods are non-refundable once the goods have been ordered from the supplier, save where MAV Reality can return those goods to the supplier without charge.
• For Orders with an expected delivery period exceeding 60 days, or with a total value exceeding £50,000, MAV Reality may invoice for progress completed on a monthly basis, or against agreed project milestones.

Pricing Changes Between Order and Delivery

Where supplier or distributor prices for goods included in the Order increase by more than 5% between the date of Order acceptance and the date of goods being placed on order with the supplier, MAV Reality may pass through such increase to the Customer on written notice. The Customer may cancel the affected portion of the Order within 14 days of such notice, in which case the Customer shall pay only costs reasonably incurred up to the date of cancellation, including any non-returnable goods already ordered and any Expenses.

Payment Terms

• Payment is due at the time of order unless a credit account has been agreed in writing. Credit account invoices must be settled within 30 days of invoice date.
• Payments may be made by credit or debit card, BACS, faster payment, or cheque made payable to MAV Reality Ltd, quoting the order reference number.
• Additional charges may apply for congestion or clean air zone fees where incurred.

Disputed Invoices

• Any dispute with an invoice must be raised in writing to accounts@mavreality.co.uk within 14 days of the invoice date, setting out the specific items in dispute and the reason for the dispute.
• Any items not disputed in writing within 14 days of invoice date shall be deemed accepted and payable in full by the invoice due date.
• Where a portion of an invoice is disputed, the undisputed balance must be paid by the invoice due date. Late payment charges under this clause apply to the undisputed balance from the due date.
• Where a dispute is resolved in favour of MAV Reality, statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 shall be payable on the disputed sum from the original invoice due date.

No Set-Off

All sums payable by the Customer under the Contract are payable in full, without any set-off, counterclaim, deduction, withholding or suspension of payment, save as required by law. The Customer shall not withhold payment on the basis of any alleged claim or cross-claim against MAV Reality pending resolution of that claim through the dispute resolution process in clause 21.

Late Payment

Where payment becomes overdue, the following charges apply in accordance with the Late Payment of Commercial Debts (Interest) Act 1998:

• An administration fee of £10 per chase communication (email, letter or telephone call).
• Where the order value is up to £999.99, a fixed charge of £40 plus statutory interest.
• Where the order value is £1,000 to £9,999.99, a fixed charge of £70 plus statutory interest.
• Where the order value is £10,000 or more, a fixed charge of £100 plus statutory interest.
• Statutory interest is calculated at 8% above the Bank of England base rate per annum on the outstanding invoice amount, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

Return Visit, Waiting Time and Leave-Site Charges

The following charges apply where our engineers are unable to carry out the work as scheduled, or are delayed, through no fault of the Company:

• Return visit charge. Where an installation or service visit cannot be completed due to circumstances attributable to the Customer, its agents, contractors or End-Users, including but not limited to failure of pre-installation works (power, data, network, structural, cabling, mounting, ceiling, decoration or third-party sign-off); the agreed working space being unavailable, occupied, double-booked or in use by others; late, denied or restricted access; Customer interference under clause 2G; or any other Customer default under clauses 2B, 2C, 2D, 2F, 2H, 2I or 4, a return visit charge applies at the rates set out in the current MAV Reality rate card, plus Expenses under this clause up to a maximum of £1,200 per day for accommodation.
• Waiting time charge. Where services cannot commence, must be paused, or are otherwise delayed due to circumstances not attributable to our engineers, including inability to access the site or the agreed working space safely, waiting for Customer-arranged deliveries, waiting for third-party trades to vacate the working space, or waiting for other Customer-side dependencies, a waiting time charge of £60 per engineer per hour applies, charged in 30-minute increments.
• Right to leave site. Where the agreed conditions for work are not met on arrival, and cannot reasonably be remedied within 30 minutes of our engineers arriving on site, we may, at our discretion and without further notice, leave site. The attendance shall be treated as a failed installation under clause 8, and a new return visit will be required and chargeable at the full applicable day rate plus Expenses and any bespoke materials already ordered.
• Cumulative rights. The charges in this clause are cumulative and apply in addition to, and without prejudice to, the failed installation costs under clause 8 and the booked resource cancellation charges under clause 8.

Rescheduling and Date Changes

Dates provided in quotations, proposals or project schedules prior to written booking confirmation by the Company are indicative only and subject to resource availability. A date becomes firm once the Company has confirmed the booking in writing, whether by email or within the Company proposals portal.

Once a firm date has been confirmed, the Customer may request a change to the scheduled date in writing. The Company is under no obligation to accept a requested change and may refuse where the revised date is not commercially or operationally viable for the Company. Where the Company accepts a date change, the following provisions apply:

• Re-quote on material shifts. Where the revised dates cause any portion of the work to fall outside Business Hours (08:00 to 18:00 Monday to Friday, excluding UK public holidays), the Company reserves the right to re-quote the affected labour, Expenses and travel costs before confirming the new date. The Customer is not entitled to hold the Company to the original pricing where the working pattern has materially changed.
• Out-of-hours uplift. Work carried out outside Business Hours as a result of a Customer-requested date change, including evenings, weekends and UK public holidays, is charged at one-and-a-half times (1.5x) the applicable labour rates set out in the accepted proposal or the current MAV Reality rate card.
• Travel and expenses recalculation. Where a date change results in altered travel patterns, including but not limited to splitting a continuous on-site period into non-consecutive days or requiring additional overnight stays, the Company shall recalculate travel, accommodation and subsistence costs in accordance with the Expenses provisions of this clause, and the adjusted costs shall be payable by the Customer.
• Serial rescheduling. Where the Customer requests more than one date change to the same booking within any rolling 30-day period, an administrative fee of £250 per additional reschedule applies, and the Company may at its sole discretion treat the booking as cancelled and invoice the Customer under clause 8 (Failed Installations and Cancellation).

7. Delivery

• We will deliver the services and any goods to the delivery location within the agreed timeframe or, where no timeframe is agreed, within a reasonable time for services and within 30 calendar days of contract formation for goods.
• Where we fail to deliver on time for reasons within our control, you may require a reduction in fees proportionate to the delay, up to the full value of the affected fees where reasonable.
• As part of the service, where relevant our engineer will provide an explanation and demonstration of installed equipment to enable users to operate it safely.
• We operate throughout England, Wales, Scotland, Northern Ireland, the Isle of Man and the Channel Islands. Orders for delivery outside these areas may be subject to import duties or taxes, which are your responsibility.
• We may deliver goods in instalments where we experience a genuine shortage of stock, without additional charge to you.
• Where you fail to take delivery through no fault of ours, we may charge reasonable storage and redelivery costs.
• Risk in goods passes to you on delivery. Goods remain our property until payment has been received in full.

8. Failed Installations and Cancellation

Failed Installation

A failed installation occurs where our engineers attend the delivery location and are unable to carry out the work, or leave site under clause 6, due to circumstances attributable to the Customer, its agents, contractors or End-Users. In such cases the Customer will be invoiced for all costs incurred, including:

• Expenses under clause 6, including fuel, mileage and travel time for all attending engineers.
• Wages for all engineers who attended site for the duration of the attendance, or for the full booked day where we have been required to leave site.
• Administration costs to rebook and reschedule the order.
• Any goods or materials specifically ordered by us for the installation, including bespoke or specially configured items.
• Any accommodation, travel or hire costs already incurred or committed.

Order Cancellation

• You may cancel an order before the Contract is finalised. An administration charge of 20% of the order value will apply.
• Once goods have been provisioned or platforms configured, no refunds will be issued except in exceptional circumstances at our discretion.
• You may cancel the Contract by giving at least 14 days written notice before the agreed installation date. Goods must be returned in undamaged condition at your expense. We will refund amounts paid in advance, less a reasonable delivery and administration charge.
• The above does not affect your rights where cancellation arises from defective goods or services.

Cancellation of Booked Resources

The following charges apply where booked engineer resources are cancelled or rescheduled, based on notice given prior to the scheduled start of the Booked Period:

• More than 72 hours notice: no charge.
• 72 hours or less: 50% of the quoted resource cost.
• 48 hours or less: 75% of the quoted resource cost.
• 24 hours or less: 100% of the quoted resource cost.

These charges also apply to associated hotel bookings, travel arrangements and other pre-booked expenses. In the event of cancellation, rebooking will be required and pricing may be subject to change.

9. Remote Access and Managed Services

This clause applies where the Company provides remote monitoring, management or support services under a Support Schedule.

• Where remote access is provided, the Company will access only the systems and platforms expressly agreed in the Support Schedule. Remote access will not be used to access corporate network infrastructure, servers, user endpoints or data outside the agreed scope.
• All remote access is performed over encrypted connections. Where multi-factor authentication is available on the relevant platform, the Company will enforce its use on all Company accounts used for remote access.
• The Customer is responsible for maintaining current and accurate administrative credentials for the platforms listed in the Support Schedule, and for notifying the Company promptly where credentials change.
• On termination of a managed service agreement, the Company will promptly revoke all remote access credentials and provide written confirmation that access has been removed.
• The Customer acknowledges that the effectiveness of remote monitoring and management depends on the Customer maintaining the network connectivity and platform conditions described in the Support Schedule. The Company is not liable for service degradation caused by changes to the Customer network or platform environment outside the agreed scope.

Out-of-Scope Support Requests

Support requests falling outside the agreed scope of the Support Schedule, including but not limited to user training, re-training, end-user adoption assistance, troubleshooting of third-party systems not managed by MAV Reality, or support of systems outside the platforms listed in the Support Schedule, are chargeable at the rates set out in the current MAV Reality rate card. MAV Reality will notify the Customer in writing when a request falls out of scope and may request written approval to proceed on a chargeable basis.

10. Defective Products and Liability

• The Company liability in respect of defects in goods is limited to replacement of faulty items, issue of credit notes, refund, or such other remedial measures as the Company considers appropriate. This applies only to the specific faulty items or their value.
• The Company is not responsible for deficiencies caused by factors outside its control, including connectivity, network infrastructure, power supply, environmental conditions, or customer-side changes to systems or configurations.
• The Company aggregate liability to the Customer under any individual Contract will not exceed the total value of the goods and services supplied under that Contract.
• Nothing in these terms excludes or limits liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any liability which cannot lawfully be excluded.

No Fault Found

Where MAV Reality attends site, performs remote work, or supplies an engineer time in response to a reported fault, and no fault attributable to MAV Reality-supplied goods, services or configuration is found, the attendance is chargeable at the standard rate card, including Expenses under clause 6. Causes that are chargeable in this way include (without limitation) user error, loss of network connectivity, changes made by the Customer or third parties, damage by the Customer or third parties, and environmental issues.

Customer-Provided and Existing Equipment

• MAV Reality takes every reasonable care during the removal and reinstallation of existing equipment. However, no liability is accepted for physical or electronic failure of existing equipment, including displays, amplifiers, DSPs or microphone arrays, resulting from removal or reinstallation unless liability is expressly accepted in writing.
• MAV Reality takes every care when working with existing control system code and programming. No liability is accepted for failure or loss of existing code, including in amplifiers, DSPs or control systems, arising from integration or adjustment work, unless expressly agreed otherwise in writing.
• Where the Customer does not provide schematics, wiring diagrams or programming documentation, MAV Reality reserves the right to charge additional fees for unforeseen issues or additional engineering time arising from the absence of that documentation.

11. Exclusion of Liability

Subject to clause 10, and to the fullest extent permitted by law, the Company is not liable for:

• Loss of profits, revenue or business.
• Loss of contracts or anticipated savings.
• Loss of, or damage to, data or software.
• Loss of goodwill or reputation.
• Any indirect or consequential loss.

12. Intellectual Property

• All intellectual property rights created by or on behalf of the Company in connection with the goods and services, including bespoke programming, control system code, and configuration files, shall be owned by the Company.
• The Company grants the Customer a perpetual, non-exclusive, royalty-free licence to use all programming and configuration created specifically for the Customer installation, for the purpose of operating and maintaining the installed system. This licence survives termination of the Contract.
• The Customer shall not sub-licence, assign or transfer any intellectual property rights without the prior written consent of the Company.
• Intellectual property rights in any materials provided by the Customer remain the property of the Customer.

13. Returns

• Goods returned must be in original packaging, in a clean and resaleable condition, accompanied by a copy of the original invoice and a return authorisation number obtained from your Account Manager.
• Goods returned without authorisation may be refused or subject to an additional restocking fee at our discretion.
• Goods returned for warranty repair must be accompanied by the original invoice or invoice reference. Please contact your Account Manager before returning items, as faults may be resolvable remotely.
• You are responsible for ensuring returned goods are adequately packaged and insured in transit. The Company is not responsible for goods lost or damaged in transit on return.
• Where goods are returned other than for warranty repair, a restocking fee of 30% applies unless otherwise agreed in writing.

14. Data Protection

• The Company is a Data Controller in respect of personal data processed in connection with the provision of goods and services. The Company complies with all applicable data protection legislation, including the UK General Data Protection Regulation and the Data Protection Act 2018.
• Personal data collected from Customers will be used only for the purposes of fulfilling the Contract, managing the customer relationship, and complying with legal obligations.
• The Company will implement appropriate technical and organisational measures to protect personal data against unauthorised access, loss or destruction.
• Personal data will be retained for a period of 7 years following the end of the Contract, after which it will be securely deleted, unless a longer retention period is required by law.
• Where the Company accesses Customer systems under a managed service arrangement and encounters personal data in the course of that access, the Company will process such data only to the extent necessary to perform the services and will not retain, copy or disclose it.

Data protection enquiries and complaints should be directed to compliance@mavreality.co.uk. We will respond within 30 days.

15. Force Majeure

The Company reserves the right to cancel, vary or suspend performance of the Contract where prevented from carrying on its business by any act, event or circumstance beyond its reasonable control, including fire, flood, storm, equipment failure, strikes, lockouts, civil unrest, hostilities, non-availability of materials or any other force majeure event. The Company will notify the Customer as soon as reasonably practicable and will use reasonable endeavours to resume performance at the earliest opportunity.

16. Risk, Title and Insurance

• Risk in goods passes to the Customer on delivery.
• Title in goods remains with the Company until payment has been received in full. Where payment is overdue or steps are taken towards the Customer bankruptcy or insolvency, the Company may cancel delivery and require return of all goods not yet paid for. A restocking fee of 30% applies.
• The Customer grants MAV Reality and its authorised representatives a right of access to the Customer premises, on reasonable written notice, for the purpose of inspecting and, where necessary, recovering any goods in which title remains with MAV Reality under this clause, where payment becomes overdue and remains unpaid after written demand. The Customer shall use reasonable endeavours to facilitate such access.
• The Customer is liable for any damage to MAV Reality-owned hardware, or to goods supplied but not yet paid for, caused by the Customer, its personnel, agents, contractors, End-Users, cleaners or other trades on the Customer premises. The reasonable cost of repair or replacement is recoverable by MAV Reality.
• MAV Reality holds Employers Liability insurance (£10,000,000), Public Liability insurance (£5,000,000) and Professional Indemnity insurance (£100,000), all underwritten by Aviva Insurance Limited. Insurance certificates are available on request. Cover is subject to the full terms, conditions and exclusions of the relevant policies. MAV Reality does not hold specific equipment insurance for hardware installed on Customer premises; the Customer should satisfy itself that its own insurance arrangements extend to third-party equipment on its premises where relevant.
• The Customer is not required to insure Company-owned hardware, but is advised to verify that its own buildings or contents insurance extends to third-party equipment on its premises.

17. Duration and Termination

• The Contract continues until the goods have been delivered and the services have been performed, or for such longer period as is agreed in a Support Schedule.
• Either party may terminate the Contract by written notice if the other commits a material breach that is either incapable of remedy or is not remedied within 30 days of written notice, or if the other party becomes insolvent, enters administration or takes steps towards bankruptcy or liquidation.
• On termination, all accrued rights and liabilities of both parties remain unaffected.
• Where termination occurs under a Support Schedule, the hardware decommissioning and access revocation provisions of that schedule apply.

18. Assisted, Augmented, Mixed and Virtual Reality Technology

This clause applies where MAV Reality supplies, installs, configures, supports or demonstrates assisted, augmented, mixed or virtual reality equipment and related software (XR Technology), including platforms such as RealWear, Moziware, Roki, Vuzix, Microsoft HoloLens and HTC Vive.

Waiver of Subrogation

To the fullest extent permitted by law, you agree to waive any right of subrogation against us, including our directors, officers, employees, agents and subcontractors, for any loss, damage, cost or expense arising out of or in connection with the use, handling, operation, demonstration or presence of the XR Technology, or any claim which is covered or could be covered under your insurance policies. This waiver applies regardless of cause, including negligence, except where liability cannot lawfully be excluded.

Use and Safety

• You acknowledge that XR Technology may affect perception, awareness, balance, vision and situational awareness.
• You are responsible for ensuring all users are competent and appropriately briefed or trained, use the technology only in suitable and safe environments, comply with all applicable health and safety laws and site rules, and cease use immediately if discomfort or disorientation occurs.
• You remain solely responsible for your environment, working practices and supervision.

Third-Party Technology

XR Technology may include third-party hardware, software or services. Any warranties are limited to those provided by the relevant manufacturer or licensor. We are not responsible for third-party products, customer networks, connectivity, environmental conditions or operational factors outside our control.

19. Assignment

The Customer may not assign or transfer the benefit or burden of the Contract to any third party without our prior written consent. The Company may assign or transfer the benefit of the Contract to any successor entity or associated company without the Customer consent, provided that the Customer obligations and rights under the Contract are not materially affected.

20. Indirect Sales and Reseller Arrangements

This clause applies where the Customer is a reseller, distributor or agent reselling the goods or services to an End-User.

General

• The Customer remains the party to the Contract with MAV Reality. No contractual relationship or obligation is created between MAV Reality and the End-User unless expressly agreed in writing.
• The Customer is responsible to us for all acts, omissions, defaults, site readiness obligations and Customer obligations under these terms, whether caused by the Customer or by the End-User or its agents, personnel or contractors.
• The Customer shall ensure that its own contractual terms with the End-User are consistent with, and no less protective of MAV Reality than, these terms in respect of liability, warranty, site and room readiness (clauses 2C and 2F), non-interference (clause 2G), reliance on other trades (clause 2H), on-site scope changes (clause 2I), return visits and waiting time (clause 6), failed installation and cancellation (clause 8), intellectual property (clause 12), and exclusion of consequential loss (clause 11).
• The Customer shall procure that the End-User complies with all Customer Responsibilities set out in clauses 2B to 2I and clause 4. The Customer shall remain liable to us for charges arising from End-User failures under clauses 6 and 8, regardless of whether the Customer is able to recover those charges from its End-User.
• No representation, assumption, commitment or technical statement made by the Customer or the End-User to any third party is binding on MAV Reality unless confirmed in writing by MAV Reality under clause 2E.
• The limitations and exclusions in clauses 10, 11, 16 and 18 apply to any claim brought by the End-User against MAV Reality through or with the Customer.

Payment Protections

• Customer payment obligations to MAV Reality are not conditional on payment by any End-User. No pay-when-paid or pay-if-paid arrangement shall apply unless expressly agreed in writing by a director of MAV Reality Ltd.
• No portal fees, procurement-platform access fees, supplier-onboarding fees, marketing levies, listing fees, self-billing fees, early-settlement discount arrangements, factoring fees, supply-chain finance charges or similar deductions shall be applied to sums owed to MAV Reality unless expressly agreed in writing at the time of Order acceptance.
• Standard supplier payment terms, supplier code of conduct provisions, or payment terms contained within the Customer procurement portal, framework agreement or supplier platform shall not override the payment terms set out in clause 6 unless expressly agreed in writing by a director of MAV Reality Ltd.
• Pricing is fixed at Order acceptance and is not subject to retrospective adjustment, rebate, volume claim, price-review mechanism, benchmark review or most-favoured-customer claim unless expressly agreed in writing in advance.

Pass-Through of End-Client Provisions

• Liquidated damages, service credits, performance penalties, bonus or malus mechanisms, or any similar contractual sums arising from the Customer own arrangements with an End-User, shall not apply to MAV Reality unless expressly negotiated, priced and agreed in writing with a director of MAV Reality Ltd in advance of Order acceptance.
• Bonds, guarantees, warranties of extended duration, and indemnities given by the Customer to the End-User shall not flow down to MAV Reality unless expressly agreed in writing and priced into the Order.
• MAV Reality is not obliged to provide open book pricing, cost breakdowns, or access to commercial terms with its own suppliers, save where required by law.

21. Governing Law and Disputes

• These Terms and Conditions, and any Contract formed under them, are governed by the law of England and Wales.
• Disputes are subject to the exclusive jurisdiction of the courts of England and Wales, except that Customers resident in Scotland or Northern Ireland may bring proceedings in the courts of their home jurisdiction.
• Where a dispute arises, the Customer should first contact their Account Manager in writing. If a satisfactory resolution is not reached, the dispute may be escalated to our compliance team at compliance@mavreality.co.uk. We will aim to respond with a proposed resolution within 7 working days.
• Should both parties fail to reach agreement through the above process, both parties agree to appoint an independent third-party arbitrator with relevant industry knowledge, whose conclusions and remedies both parties agree to abide by.