MP Tech Solutions Ltd

Terms and Conditions for the Supply and Installation of Marine AV/IT & Lighting Control Systems

These Terms and Conditions apply to all quotations, proposals, and orders for goods and services supplied by MP Tech Solutions Ltd (“MP Tech Solutions Ltd”, “we”, “us”, “our”) to the Buyer, unless expressly varied in writing. Project-specific payment terms (deposit, invoicing milestones, and schedule) are set out separately in the applicable proposal or quotation and form part of the Agreement by reference.

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1. Interpretation

1.1 In these Terms and Conditions, “the Buyer” and “you” mean the counterparty named in the applicable quotation, proposal, or order confirmation; and “the Agreement” means these Terms and Conditions together with the applicable quotation, proposal, project specification, and any payment schedule agreed in writing between the parties.

1.2 “Goods” means any equipment, materials, or software supplied by MP Tech Solutions Ltd, and “Services” means any installation, commissioning, support, or other services supplied by MP Tech Solutions Ltd, in each case under the Agreement.

1.3 Headings are for convenience only and do not affect interpretation.

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2. Prices

2.1 All prices are quoted exclusive of value-added tax (VAT), import duties, and other applicable governmental levies or public charges, unless explicitly stated otherwise.

2.2 The Buyer shall be responsible for the payment of any statutory turnover tax, including but not limited to VAT or sales tax, if applicable to the transaction, as well as any customs duties, levies, or other public charges.

2.3 The Buyer agrees to reasonably cooperate with MP Tech Solutions Ltd in any proceedings relating to the collection, assessment, or reimbursement of such taxes and shall provide all required documentation upon request.

2.4 Prices are based on exchange rates prevailing as of the quotation date. MP Tech Solutions Ltd reserves the right to revise prices at the time of order confirmation to reflect changes in exchange rates, duties, material costs, or other relevant factors.

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3. Delivery

3.1 Unless otherwise agreed in writing, all deliveries shall be made Ex Works (Incoterms® 2020) Chichester, United Kingdom.

3.2 Shipping and handling charges to the agreed delivery location shall be invoiced at actual cost plus a 10% handling fee, billed as equipment is dispatched or received at the delivery location.

3.3 Quoted delivery times are indicative only, unless explicitly confirmed in writing as binding. Delivery periods shall commence only after:

• all relevant performance specifications are finalized;

• the Buyer has provided all required documentation, approvals, or permits; and

• any agreed initial payment has been received in full.

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4. Retention of Title

4.1 Title to the Goods does not pass to the Buyer until MP Tech Solutions Ltd has received payment in full, in cleared funds, for the Goods and any Services to which they relate.

4.2 Risk in the Goods passes to the Buyer on delivery in accordance with Clause 3 (Delivery), regardless of whether title has passed.

4.3 Until title passes, the Buyer shall:

• store the Goods separately from its own goods and those of any third party, and ensure they remain identifiable as the property of MP Tech Solutions Ltd;

• not remove, deface, or obscure any identifying mark or packaging on the Goods;

• maintain the Goods in satisfactory condition and keep them insured on MP Tech Solutions Ltd’s behalf for their full replacement value; and

• notify MP Tech Solutions Ltd immediately if it becomes subject to any insolvency event.

4.4 MP Tech Solutions Ltd may, at any time before title passes and without liability to the Buyer, enter any premises where the Goods are stored or installed in order to repossess them, if payment is overdue and has not been made within 14 days of a written demand.

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5. Warranty

5.1 Warranty Period. MP Tech Solutions Ltd provides a twelve (12) month limited warranty covering parts and onboard labor, commencing from the date of delivery.

5.2 Component Replacement. Should a system fault occur that can be remedied by replacing a defective component, MP Tech Solutions Ltd will supply a replacement component at no cost to the Buyer. The Buyer shall return the replaced component to MP Tech Solutions Ltd within a reasonable period. Failure to return the component may result in the Buyer being invoiced for its full value.

5.3 Component Repair. If a defective component is repaired instead of replaced, the repaired unit will be returned at no cost. Any temporary replacement must be returned upon receipt of the repaired component.

5.4 On-Site Support. If a system failure cannot be resolved by component replacement and requires onsite service, MP Tech Solutions Ltd will dispatch personnel to the vessel. Required components and onboard labor will be provided free of charge.

5.5 Warranty Exclusions. The warranty shall not apply in cases of:

• negligence, misuse, or improper handling by non-authorized personnel;

• external causes including, but not limited to, electrical faults, lightning, flooding, or damage unrelated to the supplied equipment;

• consumable items such as fuses, filters, and batteries; or

• software, except where expressly covered under the original manufacturer’s warranty.

5.6 Software Warranty. For IT systems and software provided, the original manufacturer’s software warranty terms shall exclusively apply.

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6. Site Facilities

6.1 The Buyer shall provide secure, dry, and well-ventilated storage facilities for all delivered equipment until installation.

6.2 The Buyer is solely responsible for insuring all goods while in storage.

6.3 Access to stored goods shall be limited to MP Tech Solutions Ltd personnel and vessel crew only, unless otherwise agreed.

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7. Specifications and Substitutions

7.1 MP Tech Solutions Ltd reserves the right to modify product specifications without prior notice, and may supply alternative or equivalent products where necessary, provided the functional requirements are met.

7.2 Any changes requested by the Buyer to the original agreed and signed project specification shall require a formal change order. All such change orders are chargeable and may result in adjustments to pricing, delivery timelines, and other contractual terms. No work on requested changes will commence until written approval of the change order, including associated costs, has been received by MP Tech Solutions Ltd.

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8. Acceptance and Commissioning

8.1 On completion of installation, MP Tech Solutions Ltd shall carry out commissioning and testing to confirm that the system operates in accordance with the agreed project specification.

8.2 The Buyer or its authorised representative shall inspect the installed system promptly following commissioning and shall either sign a completion certificate confirming acceptance, or notify MP Tech Solutions Ltd in writing of any defects, within 7 days of commissioning.

8.3 If the Buyer does not sign a completion certificate or notify MP Tech Solutions Ltd of any defects within the 7-day period referred to in Clause 8.2, the system is deemed accepted.

8.4 Minor defects identified during acceptance (“snagging items”) that do not materially affect the operation of the system shall not delay acceptance or final payment, and shall be remedied by MP Tech Solutions Ltd within a reasonable period.

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9. Ship Works and Installation Responsibilities

9.1 The quotation expressly excludes all ship works, including but not limited to metal fabrication, welding, carpentry, or cable routing.

9.2 The Buyer shall be responsible for:

• pre-positioning of equipment before final connection;

• final positioning and securing of equipment after connection;

• disposal of all installation-related waste;

• ensuring that all cabling conforms to MP Tech Solutions Ltd’s installation specifications; and

• ensuring installed equipment and cabling remain reasonably accessible for future maintenance.

9.3 All cables supplied by MP Tech Solutions Ltd are fire-retardant and halogen-free, compliant with IEC 332/3.

9.4 Painting or finishing of A/V equipment is the responsibility of the shipyard.

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10. Insurance

10.1 In addition to its obligations under Clause 6.2 (Site Facilities) and Clause 4.3 (Retention of Title), the Buyer shall maintain adequate insurance covering the vessel, the Goods, and the works from the point of delivery until completion of installation, including cover for loss or damage arising from fire, theft, flooding, and other insurable risks.

10.2 MP Tech Solutions Ltd shall maintain public liability and product liability insurance at levels appropriate to the scope of the works, and shall provide evidence of such cover to the Buyer on reasonable request.

10.3 Nothing in this Clause 10 affects the allocation of risk set out elsewhere in the Agreement, including Clause 3.1 (Delivery) and Clause 17 (Liability).

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11. Travel Expenses

11.1 Unless otherwise agreed in writing as a fixed fee, all travel expenses incurred by MP Tech Solutions Ltd in connection with services under this agreement shall be invoiced at cost plus a 10% handling fee.

11.2 Travel expenses include, but are not limited to:

• airfare and train travel;

• mileage (charged at £0.45 per mile);

• taxi fares and local transport;

• hotel and accommodation costs; and

• meals (main meals only, excluding those provided by the client).

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12. Intellectual Property

12.1 All intellectual property rights (including copyright, design rights, and database rights) in any drawings, specifications, software, firmware, or other documentation supplied or developed by MP Tech Solutions Ltd in connection with the Agreement remain the property of MP Tech Solutions Ltd or its licensors.

12.2 MP Tech Solutions Ltd grants the Buyer a non-exclusive, non-transferable licence to use such materials solely for the operation, maintenance, and repair of the installed systems on the vessel to which they relate.

12.3 The Buyer shall not copy, reverse-engineer, decompile, modify, or disclose such materials to any third party, except to the extent necessary for the ordinary operation and maintenance of the vessel, or with MP Tech Solutions Ltd’s prior written consent.

12.4 Where bespoke configuration or software is developed specifically for the Buyer’s project, MP Tech Solutions Ltd grants the Buyer a perpetual licence to use it in connection with the vessel for which it was developed, but retains ownership of the underlying intellectual property.

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13. Confidentiality

13.1 All documents, drawings, data, and software supplied by MP Tech Solutions Ltd or its licensors remain the exclusive property of MP Tech Solutions Ltd or the original manufacturer.

13.2 The Buyer shall not reproduce, disclose, or make available such materials to any third party without prior written consent, except where required by law.

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14. Data Protection

14.1 Each party shall comply with its obligations under the UK General Data Protection Regulation and the Data Protection Act 2018 in respect of any personal data shared or processed in connection with the Agreement.

14.2 Except where the parties agree a separate data processing agreement, each party processes personal data provided by the other (such as crew or personnel contact details) as an independent controller, and shall use such data only for purposes connected with the performance of the Agreement.

14.3 Where the Goods or Services include systems that process personal data on the Buyer’s behalf (for example, access control or surveillance systems), the parties shall agree appropriate data processing terms in writing before such systems are commissioned.

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15. Force Majeure

15.1 MP Tech Solutions Ltd shall not be liable for delays or failure to perform obligations under the contract due to events beyond its reasonable control, including but not limited to: acts of God, governmental decisions, war, riot, labor disputes, pandemics, shortages of raw materials, strikes, lockouts, transportation delays, or failure by suppliers (a “Force Majeure Event”).

15.2 In the event of a Force Majeure Event:

• the affected party shall promptly notify the other party in writing, providing details of the event and expected duration;

• the parties shall meet promptly to determine a mutually agreeable course of action, including any necessary adjustments to delivery timelines or contractual obligations; and

• if the Force Majeure Event continues for more than three (3) months, either party may terminate the affected portion of the contract by providing written notice.

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16. Term and Termination

16.1 The Agreement takes effect on the date of order confirmation and continues until the Goods and Services have been delivered, installed, and accepted in accordance with Clause 8 (Acceptance and Commissioning), unless terminated earlier in accordance with this Clause 16.

16.2 Either party may terminate the Agreement immediately by written notice if the other party commits a material breach of the Agreement that is not remedied within 14 days of written notice requiring it to do so, or if the other party becomes insolvent, enters administration or liquidation, or ceases to trade.

16.3 MP Tech Solutions Ltd may suspend performance of the Services or delivery of the Goods, without liability, if any payment due from the Buyer is overdue, until payment is received in full.

16.4 The Buyer may terminate the Agreement for convenience on written notice, subject to paying MP Tech Solutions Ltd for all Goods delivered or ordered, Services performed, and reasonable costs (including cancellation charges from suppliers) incurred up to the date of termination.

16.5 Termination of the Agreement, however arising, does not affect either party’s accrued rights and obligations, and Clauses 4 (Retention of Title), 12 (Intellectual Property), 13 (Confidentiality), 14 (Data Protection), 17 (Liability), 18 (Indemnity), 19 (General Provisions), and 20 (Governing Law and Jurisdiction) survive termination.

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17. Liability

17.1 Exclusion of Indirect Damages. MP Tech Solutions Ltd shall not be liable to the Buyer for any indirect, incidental, special or consequential losses or damages, including but not limited to loss of profit, business interruption, loss of contracts, or loss of data, whether arising in tort (including negligence), contract, or otherwise.

17.2 Limitation of Liability. To the extent permitted by law, MP Tech Solutions Ltd’s total cumulative liability under or in connection with this contract, whether in contract, tort (including negligence), or otherwise, shall not exceed the total price paid by the Buyer for the goods or services giving rise to the claim.

17.3 Exclusion of Liability for Third-Party Failures. MP Tech Solutions Ltd shall have no liability for failures, defects, or delays arising from the actions or omissions of third parties, including subcontractors or suppliers, or from software or hardware provided by third-party manufacturers.

17.4 No Limitation for Death or Personal Injury. Nothing in this clause shall limit or exclude MP Tech Solutions Ltd’s liability for death or personal injury caused by its negligence, fraud, or any other liability which cannot be excluded or limited by law.

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18. Indemnity

18.1 General Indemnity. The Buyer shall indemnify, defend, and hold harmless MP Tech Solutions Ltd, its officers, employees, agents, and subcontractors from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses, including reasonable legal fees, arising out of or in connection with:

• the Buyer’s breach of any term of this Agreement;

• any misuse, alteration, or unauthorised use of the equipment or software; or

• any act or omission of the Buyer, its employees or representatives.

18.2 Third-Party Claims. The Buyer agrees to indemnify and hold MP Tech Solutions Ltd harmless against any third-party claims or proceedings arising out of:

• damage caused to third parties by the installed systems due to improper installation or misuse not attributable to MP Tech Solutions Ltd; or

• personal injury or property damage occurring during or after installation that is not the result of MP Tech Solutions Ltd’s negligence.

18.3 Intellectual Property Indemnity. MP Tech Solutions Ltd shall indemnify the Buyer against any third-party claim alleging that the Goods, as supplied and used in accordance with the Agreement, infringe the intellectual property rights of any third party, provided that:

• the Buyer promptly notifies MP Tech Solutions Ltd in writing of the claim;

• MP Tech Solutions Ltd has sole control over the defence and settlement of the claim; and

• the Buyer provides reasonable cooperation, at MP Tech Solutions Ltd’s expense.

This indemnity does not apply to the extent a claim arises from: (a) modification of the Goods other than by or with the written approval of MP Tech Solutions Ltd; (b) use of the Goods in combination with equipment or software not supplied or approved by MP Tech Solutions Ltd; or (c) compliance with a design or specification provided by the Buyer.

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19. General Provisions

19.1 Assignment. Neither party may assign, transfer, or subcontract any of its rights or obligations under the Agreement without the prior written consent of the other party, except that MP Tech Solutions Ltd may assign the Agreement to any company within its group or to a successor in business without consent.

19.2 Entire Agreement. The Agreement (comprising these Terms and Conditions, the applicable quotation or proposal, and any agreed payment schedule) constitutes the entire agreement between the parties and supersedes all prior discussions, representations, or agreements relating to its subject matter.

19.3 Variation. No variation of the Agreement is effective unless agreed in writing and signed by authorised representatives of both parties, save for change orders agreed in accordance with Clause 7.2.

19.4 Notices. Any notice given under the Agreement shall be in writing and delivered by hand, email, or recorded post to the other party’s registered office or last-notified address, and shall be deemed received: (a) if delivered by hand, at the time of delivery; (b) if sent by email, on the next business day; and (c) if sent by post, 2 business days after posting.

19.5 Severability. If any provision of the Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

19.6 Waiver. No failure or delay by either party in exercising any right under the Agreement operates as a waiver of that right.

19.7 Anti-Bribery and Compliance. Each party shall comply with the Bribery Act 2010, the Modern Slavery Act 2015, and all other applicable anti-corruption and anti-slavery legislation in connection with the Agreement.

19.8 Third Party Rights. A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

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20. Governing Law and Jurisdiction

20.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

20.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts of England and Wales.