Terms & Conditions

Acceptance of Terms

NeuroGEARS Ltd (“NGR”) offers consulting, research and development, training, installation, repair, and maintenance services to any person (“Client”) under the terms and conditions specified below. The Client agrees that these terms and conditions, together with the attached quotation (“Quote”) and schedule of work (“Schedule”), shall constitute the complete and exclusive agreement between NGR and the Client (“Agreement”). Any different, additional, or conflicting conditions of service proposed by the Client shall not be binding, unless expressly agreed to and confirmed by NGR in writing.

Service fees and Payment

All service fees are quoted exclusive of VAT in Pound Sterling (GBP) and are guaranteed for 30 calendar days unless a later expiry date is expressly stated on the Quote. All purchase orders are subject to the terms of the Schedule outlining development and service provision milestones and corresponding payment stages. The service contract shall become legally binding only after the purchase order has been raised, received, and accepted by NGR. Payment is due as per date expressly stated on the invoice, typically 30 calendar days from invoice date. Payments not received by the due date stated in the invoice shall be subject to statutory interest charges of eight percent (8%) plus the Bank of England base rate for business-to-business transactions.

Provision of Services

The specific work, services and deliverables to be carried out by NGR under this Agreement shall be provided according to the Schedule included with the Quote (the “Services”). Any work not specifically described in the Schedule which is required for the proper performance and provision of the Services is also included. All other kind of technical services are excluded and shall be handled on a case-by-case basis. NGR will make every effort to complete delivery of the Services to the Client within the estimated timeline, but any such dates shall be estimates only and time shall not be of the essence of the Agreement, unless otherwise agreed to and confirmed by NGR in writing.

Specifically, NGR shall not be liable to the Client for any loss or damage, whether direct, indirect or consequential, if it is delayed or prevented from delivering the Services or otherwise performing its contractual obligations due to force majeure, Act of God, natural disasters, fire, flood, explosion or earthquake, serious accidents, prohibition or limitation of exports or imports, any act of government, war, insurrections, riots, strikes or labour disturbances (whether at NGR’s premises or elsewhere), shortages of materials or any other cause or event whatsoever beyond the reasonable control of NGR.

Tax

The Client shall pay all taxes, duties and other charges imposed by any government authority in addition to the service fees quoted by NGR. The Client agrees to indemnify NGR against all such taxes, duties or other charges. NGR reserves the right to add any such taxes, duties or other charges paid by NGR to the total service fees to be paid by the Client.

Maintenance and Support

The work provided by NGR does not include extended maintenance or support beyond the correction of any defects in the Services. Any such defects must be reported by the Client to NGR within 21 days of being detected, and NGR shall be given reasonable opportunity to correct any reported defects. Extended maintenance and support contracts shall be handled separately following the provision of the Services, unless otherwise agreed to in writing and included in the Schedule describing the Services. Items sold but not produced or manufactured by NGR are subject to the original manufacturer’s warranty and are expressly excluded from any NGR warranty.

Limitation on Liability

NGR shall not be liable for any consequential or incidental damage, commercial losses, expenses, personal injury or death, property damage or other loss caused by or resulting from the use of systems provided by NGR in combination with any other instrument or device, or from any modifications done by the Client without the prior approval of NGR. The maximum liability for any loss or damages shall not exceed the service fees quoted by NGR. The Client shall indemnify and hold harmless NGR from and against any expense or loss resulting from any actual or alleged infringement of any patent or copyright resulting from the use of NGR systems in combination with any other instrument or device.

Client Responsibilities

The Client acknowledges that the ability of NGR to provide the Services are dependent upon the Client’s full and timely co-operation as well as the accuracy and completeness of any materials, information and data which the Client provides to NGR for use in the completion of the Services, including but not limited to those set out in this Agreement.

The Client shall provide upon request all information relevant to the provision of the Services. For training, installation, repair, and maintenance work at the Client’s premises, this includes but is not limited to floor plans, security access information and configuration services, details of existing equipment installed in seminar, workshop or experimental rooms, wiring or conditions that might affect or be affected by the provision of the Services, and details of any hazardous or potentially hazardous conditions. The Client is responsible for preparing their premises in advance, as reasonably required by the training or installation, repair, and maintenance activities, for example by ensuring workshop and seminar rooms are adequately provisioned. The Client agrees to ensure that any employees or sub-contractors of NGR or Client are not exposed to any circumstances which might have a detrimental effect on their health, safety, or welfare. The Client agrees to follow all health and safety procedures to ensure that potential hazards are identified prior to any training or installation work.

Following any installation work by NGR, it is the Client’s responsibility to re-assess any potential hazards and ensure that appropriate documentation and control measures are in place.

In the event of any delays in the Client’s provision of such assistance as agreed by the parties, NGR may adjust any agreed timetable or delivery schedule as reasonably necessary. The Client shall be responsible for procuring any third party co-operation reasonably required for the receipt of Services and use reasonable security precautions and be responsible for taking reasonable steps to mitigate the risks inherent in the provision and receipt of the Services, including data loss and taking reasonable and usual precautions to safeguard the Client environment, including operating firewalls and virus checks and implementing appropriate data security in respect to the Services.

Governing Law

All contracts incorporating these Terms & Conditions shall be governed by and construed in accordance with the law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.