Terms and Conditions of Sale - Akouo Technologies Limited

1.    General Terms

1.1    These Terms and Conditions of Sale ("Terms") govern the sale and delivery of software products ("Software") and related support services ("Support Services") by Akouo Technologies Limited ("Akouo") to customers ("Customers"). By purchasing the Software or availing the Support Services, Customers agree to be bound by these Terms.

2.    Orders and Payment

2.1 Customers shall submit orders for Software or Support Services in writing, either electronically or in any other format acceptable to Akouo. Orders shall be subject to acceptance by Akouo.
2.2 Customers shall make payment for the Software within 30 days from the invoice date, unless otherwise agreed upon in writing by Akouo. All payments shall be made in the currency specified by Akouo.
2.3 In the event of late payment, Akouo reserves the right to charge interest on the outstanding amount at the rate permitted by law.

3.    Software Use and License

3.1 Customers are granted a non-exclusive, non-transferable license to use the Software solely for their internal business purposes. The license is valid for the duration specified in the applicable license agreement between Akouo and the Customer.
3.2 Customers may not modify, reverse engineer, decompile, or disassemble the Software, except to the extent expressly permitted by applicable law.
3.3 Akouo retains all rights, title, and interest in the Software, including all intellectual property rights. Customers shall not acquire any ownership rights in the Software.

4.    Cancellations

4.1 Customers may cancel their use of the Software at any time without incurring any charges.
4.2 In the event of cancellation of Support Services or interpreters, the following policy applies:
a) If cancellation is requested between order confirmation and 14 business days before the scheduled delivery date, a 50% reduction of the Support Services or interpreter fee will be provided.
b) If cancellation is requested between 7 business days and 4 business days before the scheduled delivery date, a 25% reduction the Support Services or interpreter fee will be provided.
c) If cancellation is requested less than 7 business days before the scheduled delivery date, full payment is due.
4.3 To cancel Support Services or interpreters, Customers must provide written notice to Akouo, clearly indicating their intention to cancel.

5.    Use of Customer Names and Logos

5.1 Akouo may use the Customer's name, logo, and related trademarks in marketing materials, website, social media, and other promotional activities to showcase the Customer's association with Akouo and its Software or Support Services.
5.2 The Customer grants Akouo a non-exclusive, royalty-free, worldwide license to use its name, logo, and related trademarks for the purposes stated in Clause 5.1.
5.3 Akouo shall use the Customer's name, logo, and related trademarks in a professional manner and in accordance with the Customer's branding guidelines, if provided.

6.    Warranty and Limitation of Liability

6.1 Akouo warrants that the Software will perform substantially in accordance with the applicable documentation. However, Akouo does not warrant that the Software will be error-free or uninterrupted.
6.2 Akouo's liability for any claim arising out of or relating to the Software or Support Services, whether based on contract, tort, or any other legal theory, shall be limited to the total amount paid by the Customer for the specific Software or Support Services giving rise to

7.    Restrictions on Disclosure of Confidential Information
Each party shall (i) treat as confidential and maintain in strict confidence all information disclosed by the other party relating to the disclosing party's business ("Confidential Information"); and (ii) use such Confidential Information solely for the purpose of this Agreement. This provision shall not apply to information that (i) becomes publicly available through no fault of the receiving party; (ii) was independently developed by the receiving party without reference to or use of the disclosing party's Confidential Information; (iii) is lawfully obtained by the receiving party from a third party without any obligation of confidentiality; or (iv) is disclosed by Akouo Technologies to its subcontractors solely for the purpose of this Agreement and subject to a duty of confidentiality no less stringent than the obligations set forth herein. The parties agree that all obligations of confidentiality shall remain in effect for a period of three (3) years from the date of disclosure. Upon the disclosing party's request, the receiving party shall promptly return or destroy all documents, materials, and electronic media containing the disclosing party's Confidential Information, including any copies thereof, in its possession or control.

8.    Force Majeure

8.1 Akouo shall not be liable for any failure or delay in the performance of its obligations under these Terms due to circumstances beyond its reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, labor disputes, governmental actions, epidemics, or any other event beyond Akouo's control ("Force Majeure Event").
8.2 In the event of a Force Majeure Event, Akouo shall be excused from the performance of its obligations affected by the Force Majeure Event for the duration of such event. Akouo shall make reasonable efforts to mitigate the impact of the Force Majeure Event and resume normal operations as soon as reasonably practicable.
8.3 If a Force Majeure Event continues for a period of more than 30 days, either party may terminate the affected order or contract by providing written notice to the other party. In such cases, neither party shall be liable to the other for any damages or losses arising from the termination of the affected order or contract.

9.    Warranty and Limitation of Liability

9.1 Akouo warrants that the Software will perform substantially in accordance with the applicable documentation. However, Akouo does not warrant that the Software will be error-free or uninterrupted.
9.2 Akouo's liability for any claim arising out of or relating to the Software or Support Services, whether based on contract, tort, or any other legal theory, shall be limited to the total amount paid by the Customer for the specific Software or Support Services giving rise to the claim.
9.3 In no event shall Akouo be liable for any indirect, incidental, consequential, or special damages, including but not limited to lost profits, lost data, or business interruption, arising out of or in connection with the use or performance of the Software or Support Services.

10.    Governing Law and Jurisdiction

10.1 These Terms shall be governed by and construed in accordance with the laws of England and Wales.
10.2 Any disputes arising out of or in connection with these Terms, including any non-contractual obligations, shall be subject to the exclusive jurisdiction of the courts of England and Wales.

11.    Entire Agreement

11.1 These Terms constitute the entire agreement between Akouo Technologies Limited and the Customers regarding the sale and delivery of Software and Support Services, superseding any prior agreements or understandings, whether written or oral.
11.2 Any modifications or amendments to these Terms must be made in writing and signed by both parties.