TERMS AND CONDITIONS

1.    Introduction

This Terms and Conditions agreement ("Agreement") outlines the Terms and Conditions ("Terms") governing the provision of services ("Services") offered by DSPhonics Ltd ("The Company," "us," "we," or "our"). Please read these Terms carefully before engaging us or placing an order for any Service provided by DSPhonics Ltd.

By accepting a formal quotation, issuing a purchase order for our Services, or otherwise engaging our Services, you, as the client ("The Client," "you," or "your"), agree to comply with and be bound by these Terms. This Agreement supersedes any previous agreements or understandings, whether written or oral, between you and DSPhonics Ltd.

2. Definitions

In this Agreement, the following terms shall have the meanings set out below:

2.1 "The Company" refers to DSPhonics Ltd, a service provider offering professional audio solutions.

2.2 "The Client" refers to any person, firm, company, or other entity that has requested Services from The Company.

2.3 "Services" pertain to any and all services provided by DSPhonics Ltd as described in a formal quotation or a purchase order, and as agreed upon by both Parties.

2.4 "Party" or "Parties" refer to either DSPhonics Ltd or The Client or both DSPhonics Ltd and The Client, as the context requires.

3. Agreement Acceptance

3.1 Acceptance of these Terms and Conditions by The Client is deemed to occur upon receipt of a signed formal quotation and issuance of a purchase order by The Client, or by way of engaging our Services. Such acceptance signifies The Client's understanding, agreement, and acceptance of these Terms and Conditions in their entirety.

3.2 These Terms and Conditions override and supersede all previous agreements, terms, conditions, understandings, or arrangements whether written, oral, express or implied between DSPhonics Ltd and The Client regarding the Services.

3.3 Any representation, promise, condition, or warranty not incorporated in these Terms and Conditions will not be binding on either Party.

3.4 The Client must ensure they have read and understood these Terms and Conditions in full before accepting a quotation, issuing a purchase order, or engaging our Services.

4. Description and Scope of Services

4.1 The specific Services to be provided by DSPhonics Ltd shall be as set out in the formal quotation provided to The Client. Any change or addition to the Services described in the formal quotation must be agreed upon in writing by both Parties.

4.2 DSPhonics Ltd will use reasonable skill and care in performing the Services to a standard equivalent to that of a competent professional provider of the Services in the United Kingdom, as per the rules and regulations set out by the relevant UK authorities.

5. Amendments and Changes to Services

5.1 Any amendment, modification, or variation from the Services described in the formal quotation, including any additional work or revised instructions, must be agreed upon in writing by both Parties.

5.2 In the event of any changes or amendments initiated by The Client after the commencement of the Services, The Client may be liable to pay DSPhonics Ltd additional fees to cover any increased time, cost, or resources required to execute the changes.

5.3 DSPhonics Ltd reserves the right to adjust its rates and fees following any changes or amendments to the Services, as well as to delay or postpone the delivery of Services if necessary, upon prior written notice to The Client.

6. Fees, Payments, and Additional Costs

6.1 The fees for the Services will be as set out in the formal quotation provided by DSPhonics Ltd. The Client will pay an initial mobilization fee equivalent to 30% of the total fee upon acceptance of the quotation.

6.2 All prices are exclusive of Value Added Tax (VAT) which The Client shall be required to pay at the prevailing rate, in addition to the fees.

6.3 Unless otherwise agreed in writing, The Client will pay DSPhonics Ltd the balance of the invoiced amount within 30 days of the date of DSPhonics Ltd’s invoice. DSPhonics Ltd reserves the right to charge a penalty fee on overdue invoices.

6.4 In the event that there are any additional costs or expenses incurred in the provision of the Services, including any costs resulting from changes or amendments to the Services, DSPhonics Ltd will notify The Client in advance and obtain The Client's agreement to such costs.

7. Deliverables

7.1 The specific deliverables to be provided by DSPhonics Ltd shall be as set out in the formal quotation provided to The Client. Any change or addition to the deliverables described in the formal quotation must be agreed upon in writing by both Parties.

7.2 The Client will have the opportunity to review and approve all deliverables. If the Client is not satisfied with the deliverables, they must provide detailed feedback and DSPhonics Ltd will make reasonable efforts to address and rectify the issues identified.

7.3 Acceptance of the deliverables will occur when the Client confirms in writing that they are satisfied with the deliverables or when the Client uses the deliverables for business purposes, whichever occurs first.

8. Warranty

8.1 DSPhonics Ltd warrants to The Client that the Services will be provided using reasonable care and skill, and in compliance with all applicable UK laws, regulations, and codes of practice.

8.2 The Client must notify DSPhonics Ltd in writing within 30 days of the completion of the Services of any breach of these warranties. If no such notification is given, the Services will be deemed to have been accepted as fully compliant with these warranties.

8.3 In the event of a breach of these warranties, DSPhonics Ltd's liability will be limited to using its reasonable efforts to correct any defect in the Services or, at DSPhonics Ltd's option, refunding The Client the fees paid for the defective Services.

9.  Post-Sales Support

9.1 Following the completion of the project or provision of services, DSPhonics Ltd agrees to provide complimentary post-sales support to the client for a period of one month from the date of project completion ("Complimentary Support Period").

9.2 During the Complimentary Support Period, DSPhonics Ltd will make reasonable efforts to address any issues, queries, or concerns raised by the client related to the project or services provided, at no additional cost.

9.3 After the expiration of the Complimentary Support Period, any further support requested by the client will be subject to chargeable rates as agreed upon by both parties.

9.4 DSPhonics Ltd will provide the client with a clear description of the chargeable rates for post-sales support services beyond the Complimentary Support Period. The client acknowledges and agrees to be responsible for the payment of such charges.

9.5 Any post-sales support services provided by DSPhonics Ltd beyond the Complimentary Support Period shall be governed by a separate agreement or contract, detailing the scope of support, rates, and any other applicable terms and conditions.

9.6 DSPhonics Ltd reserves the right to modify or terminate the provision of post-sales support services at its discretion, upon reasonable notice to the client.

10. Termination

10.1 This Agreement may be terminated by either Party giving the other not less than one month’s written notice.

10.2 In the event of a material breach of this Agreement by either Party, the non-breaching Party may terminate this Agreement immediately upon written notice to the breaching Party.

10.3 On termination of this Agreement for any reason, The Client shall immediately pay to DSPhonics Ltd all of DSPhonics Ltd’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, DSPhonics Ltd may submit an invoice, which shall be payable by The Client immediately on receipt.

11. Confidentiality

11.1 Both Parties agree to treat all information obtained from the other Party in the course of the provision of the Services as confidential, not to use such information for any purpose other than to perform their obligations under this Agreement, and not to disclose such information to any third party without the prior written consent of the other Party.

11.2 The provisions of this Clause shall survive the termination of this Agreement but shall not apply to any information which is publicly available (other than as a result of a breach of this Clause), is already in the receiving Party's possession, or is independently developed by the receiving Party without access to or use of the confidential information.

12. Intellectual Property Rights

12.1 All Intellectual Property Rights in or arising out of or in connection with the Services, excluding any materials provided by The Client, shall be owned by DSPhonics Ltd.

12.2 DSPhonics Ltd grants to The Client a non-exclusive license of such Intellectual Property Rights for the purpose of receiving and using the Services and such rights shall terminate upon termination of this Agreement.

12.3 The Client shall not sub-license, assign or otherwise transfer the rights granted by DSPhonics Ltd under this clause.

13. Force Majeure

13.1 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

14. Dispute Resolution

14.1 If any dispute arises in connection with this Agreement, the Parties agree to first attempt to resolve it by negotiation and discussion in good faith.

14.2 If the dispute is not resolved within 30 days of notice of the dispute being given, either Party may refer the dispute to the appropriate courts in the United Kingdom.

15. Miscellaneous

15.2 This Agreement constitutes the entire Agreement between the Parties and supersedes and extinguishes all previous Agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

15.3 No Party shall have any claim for innocent or negligent misrepresentation based on any statement in this Agreement.

16. Notices

16.1 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by prepaid first-class post or other next working day delivery service, commercial courier, or email.

17. Severance

17.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

17.2 If one party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

18. Entire Agreement

18.1 This agreement and any documents referred to in it constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

18.2 Each party acknowledges that, in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement or the documents referred to in it.

19. Variation

19.1 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20. Waiver

20.1 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

21. Rights and Remedies

21.1 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

22. Governing Law

22.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).