Service Agreement: These terms and conditions (T&Cs) apply to all digital signage services provided by the Integrator, including installation, content management, maintenance, and support services. Orders are binding only after written acceptance by both integrator and client. Verbal orders must be confirmed in writing to be considered binding
Client Obligations: Clients must provide accurate information, necessary approvals for project execution, and compliance with local laws and regulations.
Service Delivery
Project Timeline: All project timelines are estimates and subject to change based on unforeseen circumstances. Delays caused by the client or third parties are not the responsibility of the integrator.
Integrator ensures proper installation of hardware and software, adhering to industry standards and best practices.
Support Services: The integrator offers different levels of support services, including remote monitoring, regular updates, and on-site repairs as per Quote & Order.
Service Level Agreements (SLAs): SLAs define response and resolution times for support requests. The integrator aims to meet these times but is not liable for delays caused by factors beyond its control.
Changes to the original Statement of Work initiated by Client, IMAC’s and /or additional billable charges will require a change order signed by both the client and integrator. Changes include additional materials, materials failures or damages, labor hours, and /or resources required to perform a request not listed on the original scope of work. In the event the client is unable to approve a change order, the integrator will continue work per the currently agreed Statement of Work to complete the integrator services.
Premise: High Security Facilities, Abnormally Structured Facilities, Abnormal Building Materials: Facilities falling into these categories may require specialized considerations and are not covered under standard services.
Labor Outside Local Business Hours: Work hours beyond normal working hours are not included and must be requested and approved by all parties in writing.
Existing Equipment: Facilities with existing equipment that must be removed for proper installation are excluded from this scope unless agreed otherwise.
Overtime – Waiting Time: Overtime and waiting times are not never included and must be requested and approved in writing by all parties before execution. Any overtime and waiting times due to site unreadiness, Client, and/or End User delays may result in additional charges.
Services Suspension: The integrator reserves the right to suspend the services if milestones are not met within specified timelines. Associated costs will be the responsibility of the client.
Close-Out Report: If the client refuses to sign the close-out report upon completion, it will be considered accepted unless concerns are communicated in writing within a specified timeframe.
Warranties and Liability
Hardware and Software Warranties: The integrator provides warranties on hardware and software as specified by the manufacturers. The integrator’s liability is limited to the correction of defects or replacement of faulty equipment and shall not exceed the original purchase price of the hardware.
Limitation of Hardware Liability: The integrator’s liability is limited to the repair or replacement of defective hardware and shall not exceed the original purchase price.
Service Warranty: Services are warranted to be performed with reasonable skill and care. Claims must be reported within a specified period following service delivery with a maximum of 60 days.
Integrator will in good faith deliver the services offered but will not be liable for any delay in delivery or failure to deliver caused by unavailability of materials, strike, delays by client or other trades, labor related difficulties, government interference or force majeure.
Warranty Claim: To initiate a warranty claim, the client must notify the integrator within a reasonable time frame after the discovery of the defect with a maximum of 60 days. Any unauthorized attempt to repair or modify the hardware will void this warranty.
Limitation of Liability for 3rd Party GoodsClause: Integrator shall not be held responsible for damaged or missing goods supplied by 3rd party suppliers. Any additional costs, including revisits or related expenses arising from damaged or missing 3rd party goods, shall be the responsibility of the client. In such cases, the client agrees to cover all associated costs, and a new order may be required for any additional services or visits necessitated by the issues with 3rd party goods.
Receipt of Goods: Integrator disclaims ownership and responsibility for handling goods not ordered to integrator.
Delays & cost for Customs & Import duties are never included.
Content Management
Content Updates: The integrator may offer content creation and management services. Clients are responsible for the legality and appropriateness of the content provided.
Content Ownership: All client-provided content remains the property of the customer, while the integrator retains ownership of any content it creates unless otherwise agreed
Invoice & Payment Terms
Rates and Quotes: Rates are per individual solution, and quotes are valid up to published end date. Project offers and quotes cover a minimum volume/value of solutions as presented in the quote. Labor-based rates are current estimates and subject to confirmation. Labor-based rates are based on local labor laws, which may trigger additional charges for local permits, taxes, or legal requirements/updates.
Formal Order: Client will issue a formal order stating all details, timelines and rates in order for the integrator to be able to perform the services. Such order is considered binding upon the formal confirmation of the integrator. Orders are expected to at least be placed +90 days prior to performance unless otherwise stated in the quote. Any failure by the integrator to provide the services due to the client’s lack of data in the formal order, is waivered.
Order Requirements: Orders must include specific details such as installation date, number, customer reference, shipping address, supplier details, and a breakdown of products and services as requested.
Order/Invoice Requirements: Client is responsible for formally informing the integrator of the client’s invoice acceptance process. Such an exchange of information is part of the formal order.
Invoicing and Payment: Services are billed based on agreed milestones or monthly cycles. Payments are due within 30 days of the invoice date. If credit is not established, payment plus estimated freight charges must be received prior to the order confirmation and performance.
Late Payments: Late payments may incur interest charges of 7% per annum.and can result in suspension of services until payment is received.
Services: Services fees are never recoverable.
Fixed Prices: Prices are fixed when specifically stated in the quote and during the validation of the quote include all taxes except VAT. Adjustments may be made based on currency exchange rates after the first year.
Expense Reimbursement: Reimbursable expenses must be pre-approved and documented.
Cancellation of Orders: Formal cancellations must be documented by the client. If a product, service or visit is canceled and/or prerequisites are not met by the client,100% of the product and/or services cost must be paid. Revisit costs require a new purchase order and down payment.
Cancellation and Termination
Cancellation Policy: Clients can cancel services with prior written notice if compliant with the Quote/Order. Cancellation fees may apply depending on the stage of the project.
Termination for Breach: Either party can terminate the agreement if the other party breaches the terms and fails to rectify the breach within a specified period.
Safety and Responsibility
Safety: Client is responsible for creating a safe work environment where additional personal protective equipment (PPE) is not required. It is the client’s duty to ensure that the workspace complies with safety standards and poses no unnecessary risks. Should additional PPE be deemed necessary due to the state of the workspace, any associated costs or delays will be the responsibility of the client. Integrator shall not be held liable for incidents or delays resulting from an unsafe or non-compliant work environment.
Client guarantees compliance with all site conditions and access required for integrator to perform the services.
Confidentiality and Data Protection
Confidential Information: Both parties agree to keep confidential any proprietary information received during the course of the project + 1 year.
Data Protection: The integrator complies with relevant data protection laws and ensures the secure handling of any personal data.
Governing Law and Dispute Resolution
Jurisdiction: Any relationship between the integrator and the client shall be governed by Belgian Law. In case of conflict in the fulfillment or interpretation of the General Conditions of Use, they shall submit, expressly waiving any other jurisdiction that may correspond to them, unless another jurisdiction is imperatively determined by law, to the Courts and Tribunals of Antwerp.
Force Majeure
Events beyond the control of the integrator, such as site issues, local problems, product unavailability, strikes, adverse weather, or instability in the local city or country, are billable according to cancellation fees.
Geography and Availability: Services may be impacted in countries facing potential instability.
