Terms & Conditions

Acceptance of Terms

NeuroGEARS Ltd (“NGL”) offers consulting, training, and research and development services to any person (“Client”) under the terms and conditions specified below. The Client agrees that these terms and conditions shall constitute the complete and exclusive agreement between NGL and the Client. Any different, additional, or conflicting conditions of service proposed by the Client shall not be binding, unless expressly agreed to and confirmed by NGL in writing.

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 quotation. All purchase orders are subject to a schedule outlining development and service provision milestones and corresponding payment stages, included with the quotation. The service contract shall become legally binding only after the purchase order has been raised, received, and accepted by NGL. 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

Services will be provided by NGL according to the schedule included with the quotation. 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. NGL will make every effort to complete delivery within the estimated timeline. However, NGL 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 NGL’s premises or elsewhere), shortages of materials or any other cause or event whatsoever beyond the reasonable control of NGL.

Tax

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

Maintenance and Support

The work provided by NGL does not include extended maintenance or support beyond the correction of any defects in the services outlined in the schedule included with the quotation. Such defects must be reported by the Client to NGL within 21 days of being detected, and NGL 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. Items sold but not produced or manufactured by NGL are subject to the original manufacturer’s warranty and are expressly excluded from any NGL warranty.

Limitation on Liability

NGL 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 NGL in combination with any other instrument or device, or from any modifications done by the Client without the prior approval of NGL. The maximum liability for any loss or damages shall not exceed the service fees quoted by NGL. The Client shall indemnify and hold harmless NGL from and against any expense or loss resulting from any actual or alleged infringement of any patent or copyright resulting from the use of NGL systems in combination with any other instrument or device.

Client Responsibilities

The Client shall provide upon request all information relevant to the provision of the services. For training and installation work at the Client’s premises, this includes but is not limited to floor plans, 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 activities, for example by ensuring workshop and seminar rooms are adequately provisioned. The Client agrees to ensure that any employees or sub-contractors of NGL 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 NGL, it is the Client’s responsibility to re-assess any potential hazards and ensure that appropriate documentation and control measures are in place.

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.