UVISION TERMS AND CONDITIONS

SCOPE
1. These General Terms and Conditions (“Terms”) apply to the supply of Goods, Services and Rental of Equipment by UVision ApS and its affiliated companies (collectively “UVision”) to its customers from time to time (“Customer”).
2. The Customer’s terms of purchasing, as they may be specified in the Customer’s general purchasing terms; in the Customer’s purchase order; at the Customer’s website, or the like, will not apply to any delivery made by UVision, unless expressly accepted in writing by UVision.
3. In case of discrepancies between these Terms and specially agreed terms between the parties, the latter shall prevail if accepted by the management of UVision in writing.
4. In addition to the terms and conditions contained herein additional terms also apply to the Rental of Equipment as set out in the Additional Terms of Rental of Equipment.
5. UVision reserves the right to change these Terms and the Terms of Rental of Equipment at any time.

DEFINITIONS
1. In these Terms the capitalized terms below, whether used in the singular or plural, shall have the following meanings:

Equipment means any apparatus, material, software or equipment (including all accessories supplied either as part of a kit or as standard with the main unit) as set out in the Agreement;

Goods mean any goods, including Equipment, supplied by UVision to the Customer pursuant to these Terms;

Services mean any professional service or services described in a quote provided by UVision to the Customer, which could include the creation of 3D models of underwater assets resulting in measurable and photorealistic 3D models.

CONCLUSION OF AN AGREEMENT
1. No binding contract (”Agreement”) is created until an order in writing has been accepted by UVision. UVision may at its sole discretion refuse to accept any order placed by the Customer.
2. The Customer will be deemed to have accepted an order confirmation or sales confirmation from UVision, including the terms of the Agreement, unless the Customer within three (3) working days from receiving such order or sales confirmation notifies UVision with any objections.
3. No order which has been accepted by UVision may be cancelled or altered by the Customer except with the agreement in writing of UVision. In such an event the Customer shall indemnify UVision in full against all losses (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by UVision due to the cancellation or alteration.

PRICES
1. Unless otherwise agreed, all prices quoted by UVision are exclusive of any applicable sales tax, value added tax or equivalent tax (“VAT”) which shall be invoiced and paid in addition to the price of the Goods or Services.
2. If the price of the Goods or Services increases due to documented changes in taxes and duties on goods, tariff rates, import/export duties, currency exchange rates, freight charges (where freight is payable by UVision) or other conditions beyond UVision’s control, UVision reserves the right to make price adjustments.

PROVISION OF SERVICES
1. The scope of work to be performed by UVision for the Customer is restricted to the Services.
2. The Customer may request further or different works or services outside the scope of the Services to be performed by UVision. UVision may agree, in writing, to the proposed change(s) at UVision’s sole discretion. UVision will be entitled to require payment for any additional services outside the scope of the Services, and the Customer agrees to pay any reasonable amount invoiced by UVision regarding the requested further or different works or Services completed.
3. If the Services include any post-processing services of data and/or images received from the Customer or any third-party on behalf of the Customer, such data and/or images shall clearly show the survey target, be in focus and be without any motion blur. Furthermore, the data and/or images shall be in a continual sequence showing the survey target, with overlap (at least 50%) between sequential images. UVision may at all times add further requirements in order to provide the Customer with the best possible post-processing services.

TERMS OF DELIVERY AND PASSING OF RISK – SALE OF GOODS
1. All agreed delivery clauses stated in the Agreement are to be interpreted according to the latest version of INCOTERMS, as published by the International Chamber of Commerce in Paris, France, at the time of conclusion of the Agreement. If the parties have not agreed the terms of delivery, the Goods shall be delivered in accordance with the term Ex Works (EXW).
2. The date of delivery set out in the Agreement shall be considered approximate only and cannot be considered a binding or fixed time of delivery. In the event of late delivery, the Customer shall give UVision a written notice of default, which allows UVision a reasonable term to fulfil its obligations. If UVision exceeds this reasonable term, the Customer has the right to dissolve the Agreement partially or fully, but only with respect to the undelivered Goods. In such an event, UVision shall not be liable for any damage.
3. UVision may deliver the Goods in instalments.
4. If the Customer does not take timely delivery of the Goods – or if, where the Customer is to give delivery instructions, the Customer fails to give such instructions – UVision may at its sole discretion either extend the time of delivery of the Goods, store the Goods at the Customer’s risk and cost until actual delivery, or cancel the Agreement or any part thereof, in either case without prejudice to any other right or remedy available to UVision.
5. The risk of the Goods passes to the Customer in accordance with the agreed INCOTERM or when the Goods are offered for delivery at the agreed location.

TERMS OF PAYMENT
1. Unless otherwise agreed, the Customer shall make payment for the Goods or Services in full and cleared funds to the bank account nominated by UVision no later than ten (10) days after receipt of invoice.
2. The Customer shall not be entitled to withhold any payment or set-off any payment against any outstanding claim on UVision, that has not been approved by UVision.
3. If payment is not made and received by UVision on the due date, UVision may charge interest on the amount outstanding at the time in question at a rate of 2 % per commenced month from the date of invoice.
4. Goods not collected due to delayed payment will be stored and insured at the costs of the Customer, until final payment has been received by UVision.

RETENTION OF TITLE
1. The Goods shall remain the sole and absolute property of UVision until such time as UVision has received full payment of the Goods and any other outstanding debt.
2. Until such a time as the Customer becomes the owner of the Goods, the Customer acknowledges that the Customer is in possession of the Goods solely as fiduciary agent and bailee for UVision and the Customer will properly store, protect and insure the Goods and keep the Goods on its premises separately from the Customer’s own goods and mark the Goods in such a manner which makes them readily identifiable as the goods of UVision.
3. The Customer’s right to possession of the Goods shall cease if the Customer 1) fails to pay any sum payable hereunder, or 2) an insolvency event occurs, as defined by the Danish Insolvency Act, or 3) if UVision reasonably believes that any of the foregoing events is likely to occur and notifies the Customer accordingly.
4. Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), UVision shall be entitled at any time to require the Customer to deliver up the Goods to UVision and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
5. The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of UVision. If the Customer does so all monies owing by the Customer to UVision shall (without prejudice to any other right or remedy of the UVision) forthwith become due and payable.

NON-CONFORMITY – SALE OF GOODS
1. The Customer must upon delivery inspect the Goods for shortages or any lack of conformity. Visible shortages or any visible lack of conformity must immediately, and no later than three (3) business days from receipt of the Goods, be reported to UVision in writing, as the Goods otherwise shall be deemed to conform to the Agreement.
2. For any lack of conformity that is not apparent on a visible inspection (hidden defects), the Customer shall submit written notice to UVision no later than one (1) month after delivery of the Goods.
3. If there are any claims regarding shortages or lack of conformity, both parties shall be entitled to demand an independent technical survey performed by an independent survey company agreed upon by the parties. If necessary, the Customer shall assist UVision in engaging with an independent survey company. The party that is deemed not to be right shall bear the full costs to the technical surveyor.
4. If loss or damage to the Goods and/or their packaging has visibly occurred during carriage a reservation shall always be registered on the CMR bill of carriage or other consignment note. Reservations must also be notified in writing to UVision and the carrier at the time of receipt in the case of visible loss or damage and within three (3) days of receipt in the case of loss or damage which is not apparent.
5. Any discussions with the Customer regarding a claim, which has been put forward too late or for which UVision is not liable, shall not imply any waiver of UVision’s right to subsequently allege delay in the Customer’s claim or in any way acknowledge any liability.
6. If there is any shortages or lack of conformity, UVision shall in its sole discretion and as its sole obligation replace the delivery, remedy the defect, or offer the Customer a proportional price reduction, whereupon the defect shall be deemed to be fully remedied. No other remedies shall be available to the Customer, including claims for damages of any kind, including in relation to trading loss; loss of profit; and other indirect losses.
7. Except as expressly set forth in these Terms or the Agreement, UVision makes no representation, warranty, or guarantees whatsoever and all representations and warranties, whether express, implied, statutory or otherwise, including, any implied warranty of merchantability or fitness for a particular purpose, are hereby disclaimed to the maximum extent permitted by applicable law.

LIMITATION OF LIABILITY
1. To the fullest extent permitted by applicable law, UVision shall not be liable to the Customer for any indirect, special or consequential costs, losses, expenses, or damages, including, without limitation, any increased costs of working or damages or losses resulting from late delivery or wasted expenditures, loss of production, loss from business interruption, loss of profit, loss of revenue or business, or damage to goodwill or reputation.
2. The aggregate liability of UVision shall always be limited to the damage proven and cannot exceed the purchase price of the Goods or the price paid for the Services.

PRODUCT LIABILITY
1. The Customer is obliged to indemnify UVision for all costs, losses, liability, injuries and damages which are a consequence of death, personal injury or property damage caused by the Customer’s actions and/or omissions.
2. UVision shall only be liable in case of personal injury and/or property damage if i) such injury/damage is caused by the Goods (documentation is required) and ii) such liability follows applicable, mandatory law. In case of property damage, UVision’s liability shall be limited to the widest extent possible.
3. Notwithstanding clause 11.2, UVision shall never be liable for indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, loss of goodwill, removal and/or reinstallation costs, procurement costs, recall and withdrawal costs, handling costs, penalties, loss of data, damage of reputation or loss of customers and consumers.
4. The Customer shall without undue delay, inform UVision in writing, if the Customer learns of circumstances that may justify product liability on UVision.

SUSPENSION AND TERMINATION
1. At its sole discretion and without prejudice to any other rights under these Terms, UVision has the right to suspend fully or partially the (further) performance of the Agreement or to terminate the Agreement fully or partially, if:
  1. the Customer fails to fulfil one or more of its obligations or if UVision has well-founded reasons to fear that the Customer will fail to fulfil its obligations;
  2. the Customer has applied for or has been granted a moratorium of payments;
  3. the bankruptcy of the Customer has been applied for or ordered or if the Customer has otherwise lost the power to dispose of its assets;
  4. any goods of the Customer have been seized;
  5. the Customer ceases its business or more than 50% of the Customer’s share capital is transferred to a natural person or legal entity which does not own at least 25 % of the Customer’s share capital at the time the agreement to which these Terms and Conditions apply is concluded;
  6. any share capital is transferred to a natural person or legal entity producing or selling products that compete with UVision; and/or
  7. UVision temporarily or permanently stops the Sale of Goods and/or Services included in the Agreement.

FORCE MAJEURE
1. Neither UVision nor the Customer shall be liable for any default or delay in performing its obligations, if caused by an event beyond reasonable control, provided that the affected party gives prompt written notice of any such inability to perform to the other party. Events beyond reasonable control includes – but is not limited to – plagues, epidemics, natural disasters, war, civil war, riots, terror, strikes, lockouts and compliance with any governmental rules or regulations (“Force Majeure”).
2. The affected party shall advise the other party immediately in writing of the occurrence described above. Within seven (7) calendar days after the beginning of the incident, the party shall forward evidence of the incidence.
3. The obligations and rights of the parties shall be extended on a day-to-day basis for a period equal to the period of the Force Majeure event. When the Force Majeure event has abated, the parties´ respective obligations shall resume. If the circumstances proceed for more than two (2) weeks, each party shall be entitled to cancel the order or part of the order, without this being considered a breach of contract. None of the parties shall have the right to claim compensation of possible losses from the other party due to Force Majeure.

EXPORT RESTRICTIONS
1. The Customer is aware that certain Goods or Services could be subject to export and other resale restrictions.
2. The Customer warrants that it will not:

1. 1. export, re-export, or otherwise distribute Goods or Services, or any direct products thereof, in violation of any dual use restrictions and export control laws or regulations of the U.S., the EU or any EU/EFTA member state,
  2. resell, export or re-export any Goods with knowledge that the Goods will be used in the design, development, production, or use of chemical, biological, nuclear, or ballistic weapons, or in a facility engaged in such activities, unless the Goods has obtained prior approval from the U.S. Department of Commerce, the EU or the competent EU/EFTA member state’s government agency, and
  3. export or re-export, directly or indirectly, any Goods to embargoed countries or resell any Goods to companies or individuals restricted from purchasing Products including those listed on the Sanctioned Parties List published by the U.S. Department of Commerce and similar lists issued by the EU or EU countries.

SOFTWARE LICENSE
1. All UVision software products including all related manuals and documentation (collectively “UVision Software”) are proprietary to UVision and are copyrighted with all rights reserved.
2. Title to all UVision Software remains in UVision. All software received by the Customer is delivered subject to the terms of any separate related licence agreement (including end-user licence agreements supplied with the software in the case of any software which is not owned by UVision).
3. If the Customer does not receive and agree (in accordance with the terms of such related licence agreement) to a related UVision Software licence agreement as provided in Clause 15.2 and the Customer is the intended user of the UVision Software, then the following provisions will apply:
  1. The Customer shall be granted a non-exclusive, non-transferable individual licence to use the UVision Software with the hardware identified in the Agreement.
  2. No licence is granted for use of the UVision Software with any other hardware.
  3. In all cases, whether or not expressly contained in the related licence, the Customer agrees not to (except as expressly permitted by applicable law): (i) disassemble, decompile, reverse engineer, merge or combine with other software, copy, translate, adapt, vary or modify any UVision Software (in whole or in part); (ii) communicate or disclose any UVision Software (in whole or in part) to any third party; or (iii) distribute any UVision Software (in whole or in part) in any form.
  4. UVision may terminate this UVision Software licence immediately upon any breach by the Customer of the provisions of this Clause 15.

HARDSHIP
1. If at any time prior to the performance of an Agreement there has been a substantial change in business, monetary, or commercial conditions beyond UVision’s control, and as a result of which the Agreement has become excessively onerous for UVision, UVision may notify the Customer that it wishes to meet and review the conditions of the Agreement in the light of the changed conditions. The Customer shall meet with UVision to discuss and to negotiate in good faith alternative contractual terms which reasonably relieve UVision from such hardship. If no agreement on a mitigation of the events is reached within seven (7) calendar days from the date of UVision’s request for such meeting, UVision shall be entitled to terminate the Agreement. Such termination shall not be considered a breach of contract and any liability is excluded.

INTELLECTUAL PROPERTY RIGHTS
1. UVision’s intellectual property rights, including – but not limited to – patents, utility rights, names, trademarks and logos, shall at all time be and remain the exclusive and sole property of UVision. The Customer is not allowed to use UVision’s intellectual property rights without the prior written consent of UVision.
2. The Customer shall indemnify UVision for all costs and losses suffered by UVision due to the Customer’s breach of this clause.

CONFIDENTIAL INFORMATION
1. The Customer shall not, without UVision’s written consent, disclose to any third party any secret or confidential information supplied by UVision to the Customer.
2. The Customer shall not copy or reproduce any drawings, specifications, or other material supplied by UVision in connection with the Goods or any of the Goods themselves or any part thereof.
3. The Customer shall indemnify UVision for all costs and losses suffered by UVision due to the Customer’s breach of this clause.

DATA PROTECTION
1. The Customer shall comply with all applicable data protection laws, including but not limited to, the General Data Protection Regulation 2016/679. This includes that the Customer shall maintain reasonable technical and organizational security measures to protect the personal data of its contractors, employees and other individuals and shall immediately notify UVision in the event of a breach of security impacting UVision. Further, the Customer shall at no cost provide reasonable assistance to UVision with the remediation, notification and other obligation required under the applicable data protection laws.

GENERAL
1. Should any provision of these Terms be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these Terms shall remain in full force and effect and shall be construed in accordance with the modified provision.

JURISDICTION AND GOVERNING LAW
1. These Terms and all contracts entered into between UVision and the Customer, including any supply of Goods to the Customer, shall be governed by and construed in accordance with the laws of Denmark, notwithstanding any choice of law or conflict of law provisions specifying other choice of law. CISG (United Nations Convention on Contracts for the International Sales of Goods) shall not apply.
2. Any dispute between UVision and the Customer regarding the parties’ contractual relationship, including these Terms, shall be settled at the city court of Copenhagen.
3. Notwithstanding clause 21.2 UVision is entitled, at its sole discretion, to bring any dispute with the Customer before the competent courts in the country where the Customer has its registered office.

Schedule 1 – Terms and Conditions of rental of equipment

DEFINITIONS
1. In these Terms and Conditions of Rental of Equipment (“Terms of Rental”) the capitalized terms below, whether used in the singular or plural, shall have the following meanings:

Agreement means the contract between UVision and the Customer for the rental of Equipment;

Order means the Customer’s order for rental of the Equipment, as set out in the Customer’s purchase order form or the Customer’s written acceptance of UVision’s quotation, as the case may be.

1. Unless otherwise defined herein or the context otherwise requires, in these Terms of Rental capitalised terms are used with the meanings ascribed to them in UVision’s general terms and Conditions.

SCOPE
1. These Terms of Rental apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. UVision’s general terms and conditions does also apply to the Agreement.
2. The Order constitutes an offer by the Customer to hire the Equipment in accordance with these Terms of Rental. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
3. The Order shall only be deemed to be accepted when UVision issues a written acceptance of the Order, at which point the Agreement shall come into existence.
4. The Agreement constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of UVision which is not set out in the Agreement.
5. Any samples, drawings, descriptive matter, or advertising produced by UVision and any descriptions or illustrations contained in UVision’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Equipment described in them. They shall not form part of the Agreement or have any contractual force.
6. Fitness for use is for the Customer to determine, no performance objective is expressed or implied by UVision. The Equipment may appear to offer comparable or similar specifications to other manufacturers’ products but will not necessarily perform identically to such other manufacturers’ products.
7. A quotation for the Equipment given by UVision shall not constitute an Agreement. A quotation shall only be valid for a period of thirty (30) days from its date of issue and shall be subject to availability of the Equipment.

DELIVERY
1. UVision shall deliver the Equipment to the location set out in the Agreement or such other location as the parties may agree at any time after UVision notifies the Customer that the Equipment is ready for delivery.
2. Delivery dates quoted by UVision are approximate only, and the time of delivery is not of the essence. It is expressly agreed that UVision shall not be liable to the Customer for any delay in delivery or of the condition of the Equipment on arrival or otherwise.

RENTAL PERIOD
1. The rental period shall be as set out in UVision’s written acceptance of the Order unless the Agreement is terminated earlier in accordance with these Terms of Rental.
2. The Customer is aware that the rental period cannot be shorter than 6 months, unless otherwise agreed in writing.
3. The rental period shall automatically renew for a recurring additional term of one month (a “Renewal Term”) unless either party shall give notice of cancellation at least thirty (30) days prior to the expiration of the original term or any Renewal Term thereof.
4. If the rental period has been cancelled in accordance with clause 4.3 and the Equipment is not returned to UVision on the return date, the Customer will be charged at the daily/monthly rate set out in the Agreement until the Equipment has been returned to UVision.

TITLE
1. The Equipment shall at all times remain the property of UVision, and the Customer shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to these Terms of Rental).
2. The Customer shall give UVision immediate notice in the event the Equipment is lost, stolen or damaged as a result of the Customer’s possession or use of the Equipment or if there is a claim or, for any reason, a threat of seizure of the Equipment.
3. The risk of loss, theft, damage or destruction of the Equipment shall pass to the Customer on delivery of the Equipment to the Customer, or where applicable, the Customer’s appointed agent. The Equipment shall remain at the sole risk of the Customer during the rental period and any further term during which the Equipment is in the possession, custody or control of the Customer (“Risk Period”) until such time as the Equipment is returned to UVision.

TRAINING
1. The Customer represents and acknowledges that the Customer has requisite knowledge and experience to operate the Equipment.
2. UVision representatives may be called upon to provide start up operator training for the Customer, if necessary and requested by the Customer. For the avoidance of doubt, the cost of start-up operator training is not included in the Agreement and will be quoted separately upon request, unless otherwise agreed in writing.

LIABILITY AND EQUIPMENT BREAKDOWN
1. In the event that the Equipment experiences a breakdown due to any defect in materials or workmanship, UVision’s liability shall be limited to the cost of repair, including parts and labour, to return the Equipment to full working order.
2. UVision may, at its sole discretion, extend the rental period at no cost to the Customer for the time required to replace or repair the Equipment. UVision shall not be obligated to bear the costs of Customer’s labour or standby time in connection to any breakdown, nor any costs related to the delay of Customer projects.
3. Without prejudice to clause 7.2, UVision’s maximum aggregate liability for breach of the Agreement (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, delict (including negligence), misrepresentation or otherwise, shall in no circumstances exceed the cost of fulfilling its obligation under clause 7.1.
4. These Terms of Rental set forth the full extent of UVision’s obligations and liabilities in respect of the Equipment and its hiring to the Customer. There are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on UVision except as specifically stated in these Terms of Rental. Any condition, warranty or other term concerning the Equipment which might otherwise be implied into or incorporated within the Contract, whether by statute, common law or otherwise, is expressly excluded.
5. To the fullest extent permitted by applicable law, UVision shall not be liable to the Customer for any indirect, special or consequential costs, losses, expenses, or damages, including, without limitation, any increased costs of working or damages or losses resulting from late delivery or wasted expenditures, loss of production, loss from business interruption, loss of profit, loss of revenue or business, or damage to goodwill or reputation.

OBLIGATIONS OF THE CUSTOMER
1. The Customer shall during the term of the Agreement:
  1. at its expense and at all times during the rental period, keep and maintain the Equipment in good and substantial repair, condition and appearance in order to keep it in as good an operating condition as it was on the commencement date of the Agreement (fair wear and tear only accepted);
  2. only use the Equipment for the purposes for which it was designed and operate in a careful, prudent manner and in accordance with the instructions for use;
  3. comply with all laws, regulations, rules or ordinances of lawfully constituted authorities relating to the possession, use, storage and transport of the Equipment;
  4. maintain effective control of the Equipment and keep the Equipment in a secure and suitable environment when not in use;
  5. ensure that the Equipment is operated only by suitably competent persons, duly instructed on its safe operation in accordance with UVision’s operating manuals, instructions and safety warnings;
  6. obtain any required licenses or other authorisations necessary for the use, registration or handling of a specific piece of Equipment, and ensure that it complies fully with all relevant legal requirements. UVision reserves the right to request proof of any such authorisations prior to the commencement of the rental period;
  7. ensure that no unauthorised transfers or diversions of the Equipment occurs;
  8. not remove, alter, disfigure or cover up any numbering, lettering or insignia displayed upon the Equipment or any warnings or documentation thereon;
  9. not copy or reproduce in any way or manner the Equipment or any part or component of the Equipment;
  10. not perform, or allow any person to perform, any work in or upon or make modifications, changes, alterations or repairs to the Equipment other than routine daily maintenance;
  11. allow UVision or its representatives to inspect the Equipment at all reasonable times and for such purpose to enter upon the site or any premises at which the Equipment may be located, and shall grant reasonable access and facilities for such inspections, including remote access;
  12. keep the Equipment free from any liens, claims, charges and encumbrances during the rental period;
  13. keep UVision fully informed of all material matters relating to the Equipment;
  14. deliver up the Equipment at the end of the rental period or on earlier termination of the Agreement at such address as UVision requires, or if necessary allow UVision or its representatives access to the site or any premises where the Equipment is located for the purpose of removing the Equipment. The Customer shall pack the Equipment utilising the standard packaging materials, where applicable.

INDEMNITY
1. The Customer agrees to indemnify and hold UVision and its directors, officers, employees and agents, harmless from and against all liability and expenses (including legal costs on a full indemnity basis) howsoever arising or incurred, in respect of:
  1. loss of or damage to property of the Customer whether owned, leased or hired, arising from, relating to or in connection with the performance or non-performance of the Agreement; or
  2. injury to, or death of any person employed or engaged by the Customer arising from, relating to or in connection with the performance or non-performance of the Agreement.

INSURANCE
1. During the rental period and the Risk Period, the Customer shall, at its own expense, provide and maintain the following insurances:
  1. insurance of the Equipment against loss by all risks of physical loss or damage by fire, theft or accident, in an amount equal to the full replacement value;
  2. insurance for such amounts as a prudent owner or operator of the Equipment would insure for, or such amount as UVision may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and howsoever arising in connection with the Equipment; and
  3. insurance against such other or further risks relating to the Equipment as may be required by law, together with such insurance as UVision may from time to time consider reasonably necessary and advise to the Customer.
2. All insurance policies procured by the Customer shall be endorsed to provide UVision with at least thirty (30) days prior written notice of cancellation or material change (including any reduction in coverage or policy amount) and shall upon UVision’s request name UVision on the policies as a loss payee in relation to any claim relating to the Equipment. The Customer shall be responsible for paying any deductibles due on any claims under such insurance policies.
3. The Customer shall give immediate written notice to UVision in the event of any loss, accident or damage to the Equipment arising out of or in connection with the Customer’s possession or use of the Equipment.
4. The Customer shall, upon request of UVision, provide UVision with certificates of insurances evidencing the coverage required at clause 10.1. If the Customer fails to place or maintain insurances or provide satisfactory evidence thereof UVision may refuse to provide the Equipment. If the Customer is self-insured, it shall furnish, upon request, written evidence of such fact to the satisfaction of UVision. The provision of any insurance required herein does not relieve the Customer of any responsibilities or obligations outlined in the Agreement or for which the Customer may be liable by law or otherwise.

DEPOSIT
1. As security for the prompt and full payment of rent, and the faithful and timely performance of all provisions of Agreement, the Customer shall pay a security deposit equivalent to three (3) months of rent (“Security Deposit”).
2. In the event any default shall be made in the performance of any of the Customer’s obligations under the Agreement, UVision shall have the right, but shall not be obligated, to apply said security to the curing of such default.
3. Within 15 days after UVision in writing gives notice to the Customer that UVision has applied any portion of the Security Deposit to the curing of any default, the Customer shall restore said Security Deposit to the full amount.
4. On the expiration or earlier termination of the Agreement, or any extension or renewal thereof, provided the Customer has paid all the rent herein, UVision will return to the Customer any then remaining balance of the Security Deposit with respect without interest.

PAYMENT TERMS
1. UVision shall invoice the Customer for the rental payment(s) in accordance with the Agreement.
2. The Customer shall make payment within ten (10) days after receipt of invoice, unless otherwise agreed in writing and always in advance of the forthcoming rental period.
3. The final invoice amount will be based on the actual return date of the Equipment. If the Equipment is returned later than the return date specified in the Agreement, the Customer will be charged at the daily/monthly rate set out in the Agreement until the Equipment has been returned to UVision.
4. Upon return of the Equipment the final invoice will be prepared and submitted and will represent the outstanding charges for the total Rental Period, as well as any applicable charges.
5. Any dismantling, packaging, transportation and/or shipping charges not included in the Contract, shall be borne by the Customer.

ADDITIONAL CHARGES
1. In addition to the Rental Payment(s) specified in the Agreement, UVision has in the relevant circumstances the right to apply additional charges:
  1. for loss of or damage to the Equipment as a result of any failure by the Customer to comply with these Terms of Rental;
  2. if the Equipment is damaged and it can be repaired, for loss of rental income during the period the Equipment is being repaired, provided such additional charges shall cease when the Equipment is returned to full working order;
  3. if the Equipment is damaged and cannot be repaired (i.e. it is written off) or the Equipment is lost or stolen, for loss of rental income during the period from the date the Equipment is damaged, lost or stolen to the date UVision receives an amount equal to full replacement value of the Equipment;
  4. for outward delivery and/or collection of the Equipment, including any dismantling, packaging, transportation and shipping charges; and
  5. for UVision’s packaging materials if such materials are not returned to UVision at the end of the rental period or on earlier termination of the Agreement.