Zuma Partner Terms & Conditions

Version 5 – August 2023

STANDARD TERMS AND CONDITIONS FOR THE SALE OF PRODUCTS

THE PURCHASER’S ATTENTION IS DRAWN TO THE PROVISIONS OF CONDITION 10 BELOW WHICH INCLUDES LIMITATIONS ON AND EXCLUSIONS OF ZUMA’S LIABILITY.

Interpretation

1.1. In these Conditions the following words and phrases shall (except where the context otherwise requires) have the following meanings:

“Business Day” a day (other than a Saturday, a Sunday or a bank or public holiday in England and Wales) on which banks in London are open for business;

“Conditions” the standard terms and conditions of sale as set out in this document and as amended from time to time in accordance with Condition 2.4;

“Contract” together the Order, Zuma’s acceptance of the Order and these Conditions;

“Intellectual Property Rights” any and all patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semi-conductor topography rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Losses” losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and wasted expenditure), claims, damages, liabilities, fines, interest, penalties, costs, charges, expenses, demands and legal and other professional costs (calculated on a full indemnity basis);

“Order” the Purchaser’s order for the Products, as set out in the Purchaser’s written acceptance of Zuma’s quotation;

“Price” has the meaning given to it in Condition 8.1;

“Products” any goods agreed in the Contract to be supplied to the Purchaser by Zuma (including any part or parts of them);

“Purchaser” the person(s), firm or company which places the Order for the Products with Zuma;

“Specification” any specification for the Products, including any related plans and drawings, that is supplied by Zuma to the Purchaser or agreed in writing by Zuma;

“Warranty Period” has the meaning given to it in Condition 7.1;

“Zuma” Zuma Array Limited, registered in England and Wales (company number 11631668) whose registered office is at 5 Garden Walk, London, United Kingdom EC2A 3EQ; and

“Zuma Materials” any documents or other materials, and any data or other information provided by Zuma relating to the Products.

1.2. In these Conditions (except where the context otherwise requires):

(a) the singular includes the plural and vice versa and one gender includes any others;

(b) reference to “a person” includes any natural person, company, corporation or other body corporate, firm, partnership, foundation, association, organisation, trust, government, state or agency of a state, undertaking or unincorporated body (in each case whether or not having separate legal personality and wherever and however incorporated or established);

(d) a reference to a statute or statutory provision includes all subordinate legislation made from time to time under that statute or statutory provision;

(e) any words or phrases introduced by the terms “including”, “include”, “in particular” or any similar terms shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(f) a reference to “writing” or “written” includes email but not fax.

1.3. Headings are for convenience only and shall not affect the interpretation of these Conditions.

1.4. The Contract shall be binding upon, and continue for the benefit of, the parties and their respective personal representatives, successors and permitted assignees, and references to any party shall include that party’s personal representatives, successors and permitted assignees.

Application of these Conditions

2.1. These Conditions are the only conditions upon which Zuma is prepared to deal with the Purchaser and they shall govern the Contract to the entire exclusion of all other terms and conditions.

2.2. No terms or conditions (other than these Conditions) endorsed upon, delivered with or contained in the Order, confirmation of order or other document (whether or not any such document is referred to in the Contract) or any other terms that the Purchaser seeks to impose or incorporate will form part of the Contract and the Purchaser waives any right which it otherwise might have to rely on them.

2.3. All conditions (other than these Conditions), warranties and other statements whatsoever that would otherwise be implied or imposed by statute, common law, trade custom or practice, a course of dealing or otherwise howsoever are (save for the conditions implied by section 12 of the Sale of Products Act 1979) excluded from the Contract to the fullest extent permitted by law and the Purchaser waives any right which it otherwise might have to rely on them.

2.4. These Conditions apply to all Zuma’s sales of Products and any variation to these Conditions and any representations about the Products shall have no effect unless expressly agreed in writing and signed by a duly authorised representative of Zuma.

2.5. Each Order shall be deemed to be an offer by the Purchaser to purchase Products subject to these Conditions.

2.6. The Purchaser shall ensure that the terms of the Order and any applicable Specification are complete and accurate.

2.7. No Order shall be deemed to be accepted by Zuma until Zuma gives written notice of acceptance of the Order or (if earlier) Zuma delivers the Products to the Purchaser, or notifies the Purchaser that the Products are ready for collection.

2.8. Zuma quotations shall not constitute an offer and are given on the basis that no contract will come into existence until the Purchaser places an Order and Zuma accepts that Order in accordance with Condition 2.7. Each quotation is valid for a period of thirty (30) days from its date of issue, during which period the Purchaser may place an Order based on that quotation, provided that Zuma has not previously withdrawn it. Quotations may be withdrawn by Zuma at any time.

2.9. Zuma shall not be obliged to accept any Order. If Zuma is unable to accept an Order, for example, because that Product is no longer in stock or no longer available, Zuma will inform the Purchaser by email and will not process the Order. If the Purchaser has already paid for the Product, Zuma will refund the Purchaser for the full amount including any delivery charges as soon as possible.

2.10. Zuma reserves the right to limit quantities purchased per person, per business, or per order at any time and to cancel or refuse orders that exceed such limits.

2.11. The Purchaser will be asked to provide a purchase order number for each Order. This will be assigned as the Purchaser’s order number. It will help Zuma if the Purchaser quotes its order number each time it contacts Zuma about an Order.

2.12. The Contract constitutes the entire agreement and understanding of the parties relating to the Order.

2.13. The Purchaser acknowledges that it has not relied on, and shall have no remedy in respect of, any statement, representation, assurance, warranty or understanding made or given by or on behalf of Zuma (whether innocently or negligently) which is not expressly set out in the Contract. The Purchaser shall not have any claim for innocent or negligent misrepresentation based upon any statement, representation, assurance or warranty in the Contract.

Quantity and description

3.1. The description of the Products shall be as set out in Zuma’s quotation or confirmation of Order as modified by any Specification and the quantity of the Products shall be as set out in Zuma’s quotation or confirmation of Order.

3.2. Zuma may amend any Specification if required by, or in order to comply with, any applicable statute or regulation, following which the applicable Specification shall be that as so amended.

3.3. All samples, drawings, descriptive matter and advertising produced by Zuma and any descriptions or illustrations contained in Zuma’s catalogues or brochures are produced solely to describe the Products approximately and do not form part of the Contract.

3.4. Each Order shall be considered a separate order and Zuma is unable to guarantee that further orders for the same Products will be available or will match those supplied under any previous orders.

Delivery

4.1. The Products shall be delivered to such location as specified in the Order, or such other location as the parties may agree, at any time after Zuma gives the Purchaser notice that the Products are ready for delivery.

4.2. The Purchaser will provide at its expense at the location for delivery determined under Condition 4.1 adequate and appropriate equipment and manual labour for unloading the Products and shall provide all requisite instructions, documents, licences and authorisations required for or relevant to the delivery of the Products to enable delivery to take place.

4.3. Delivery by Zuma in accordance with Condition 4.1 is subject to there being suitable access to and at the delivery location. If any access to or at the delivery location is obstructed or deemed by Zuma to be unsafe, delivery will be made to the nearest point at which, in Zuma’s opinion, the Products can be safely and lawfully unloaded. Notwithstanding this, the Purchaser shall be responsible for safely and lawfully unloading the Products and shall provide all necessary unloading labour and equipment. Zuma may charge the Purchaser an additional fee if the Purchaser fails or delays in taking delivery of the Products when made available for delivery. Where any Products, packaging or containers have been delivered and deposited, whether on the public highway or elsewhere, the Purchaser shall be responsible for all steps that need to be taken for the protection of persons or property in relation to such Products, packaging or containers and shall indemnify and keep indemnified Zuma in full and hold it harmless on demand from and against any and all Losses suffered or incurred by Zuma or for which Zuma may become liable arising out of or in connection with any claim made against Zuma as a result of the Purchaser failing to comply with this Condition 4.3.

4.4. Delivery of the Products shall be complete when the Products have arrived at the location for delivery determined under Condition 4.1.

4.5. Any dates and times specified by Zuma for delivery of the Products are intended to be an estimate only and Zuma shall not be liable to the Purchaser if it does not deliver on or at any particular date or time. Time for delivery is not of the essence and shall not be made so by notice. If no delivery dates are specified, delivery will be within a reasonable time.

4.6. Zuma shall not be liable for any delay in delivery of the Products caused by the Purchaser failing to comply with Condition 4.2, Condition 4.3 or any other Condition.

4.7. If for any reason the Purchaser fails to accept delivery of any of the Products within the period of seven (7) days after Zuma has given the Purchaser notice that they are ready for delivery (or if Zuma is unable to deliver the Products within that period because the Purchaser has not complied with Condition 4.2, Condition 4.3 or any other Condition):

(a) completion of delivery of the Products will be deemed to have taken place at 9.00am on the next Business Day following the expiry of that period;

(b) the Products shall be at the risk of the Purchaser from the time specified in Condition 4.7(a);

(c) without prejudice to any other rights or remedies it may have, including its rights under Condition 4.7(d), Zuma may store the Products until actual delivery and the Purchaser will be liable for all related costs and expenses (including for storage and insurance); and

(d) without prejudice to any other rights or remedies it may have, if the Purchaser has not accepted delivery of those Products within seven (7) days from the time specified in Condition 4.7(a), Zuma may resell or otherwise dispose of part or all of those Products.

4.8. Any delivery queries shall be made as soon as possible and, in any event, within seven (7) days of the date when the Products would in the ordinary course of events have been delivered. In the absence of any such queries, the Products shall be deemed to have been delivered in accordance with the Contract.

4.9. The Company may deliver the Products by instalments and each instalment shall be treated as a separate Contract, and may be invoiced separately, so that failure to deliver, or any defect in, one or more instalments shall not entitle the Purchaser to reject the other instalments.

Non-delivery

5.1. The quantity of any consignment of Products as recorded by or on behalf of Zuma upon delivery shall be conclusive evidence of the quantity received by the Purchaser on delivery unless the Purchaser can provide conclusive evidence proving the contrary.

5.2. Zuma shall not be liable for any non-delivery or shortfall of the Products caused by the Purchaser failing to comply with Condition 4.2, Condition 4.3 or any other Condition.

5.3. Zuma shall not be liable for any non-delivery or shortfall in quantity of Products delivered unless the Purchaser gives written notice to Zuma of such shortfall within two (2) Business Days of delivery.

5.4. Any liability of Zuma for non-delivery or any shortfall of the Products shall be limited to making good the non-delivery or shortfall within a reasonable time, or (at Zuma’s option) issuing a credit note or refund at the pro rata contract rate against any invoice raised for, any Products that were not delivered.

Risk and ownership

6.1. The Products shall be at the risk of the Purchaser from completion of delivery.

6.2. Ownership of the Products shall not pass to the Purchaser until the later of:

(a) delivery of the Products; and

(b) Zuma’s receipt in full (in cash or cleared funds) in respect of:

(i) all sums due for the Products; and

(ii) all other sums which are, or which become, due to Zuma from the Purchaser on any account.

6.3. To the extent title to any Products does not pass to the Purchaser on delivery, from completion of delivery until ownership of the Products has passed to the Purchaser, the Purchaser must:

(a) hold the Products as Zuma’s bailee on a fiduciary basis;

(b) store the Products (at no cost to Zuma) separately from all other goods of or in the possession of the Purchaser in such a way that they remain readily identifiable as the property of Zuma;

(d) maintain the Products in satisfactory condition;

(e) keep the Products insured on Zuma’s behalf for the full Price against all risks to the reasonable satisfaction of Zuma and on request produce to Zuma the policy of insurance;

(f) hold the proceeds of the insurance referred to in Condition 6.3(e) on trust for Zuma and not mix them with any other money, nor pay the proceeds into an overdrawn bank account;

(g) inform Zuma immediately if there occurs, or if Zuma knows there is about to occur, any of the events referred to in Condition 12.3; and

(h) give Zuma such information relating to the Products and the Purchaser’s financial position as Zuma may from time to time require.

6.4. The Purchaser may use the Products in its ordinary course of business (but not otherwise) and resell the Products before ownership has passed to it. Any sale of the Products shall be made solely on the following conditions:

(a) any sale shall be a bona fide transaction on arm’s length terms;

(b) any sale shall be a sale of Zuma’s property on the Purchaser’s own behalf and the Purchaser shall deal as principal (and not as Zuma’s agent) when making a sale;

(c) title to the Products which are subject to any sale shall pass to the Purchaser immediately before the time at which sale by the Purchaser occurs; and

(d) Zuma may by notice in writing at any time terminate the Purchaser’s rights under this Condition 6.4.

6.5. The Purchaser grants Zuma and its agents an irrevocable licence at any time, without notice, to enter any premises (with and without vehicles) where the Products are or may be stored in order to inspect them and to monitor compliance with Condition 6.3.

6.6. If, before ownership of the Products has passed to the Purchaser in accordance with Condition 6.2:

(a) there occurs any of the events referred to in Condition 12.3; or

(b) Zuma reasonably believes that any of the events referred to in Condition 12.3 is about to occur; or

(c) the Purchaser fails to observe or perform any of its obligations under the Contract or any other contract between the Purchaser and Zuma; or

(d) the Purchaser encumbers or in any way charges any of the Products,

Zuma may, subject to Condition 6.8 and without limiting any other rights or remedies it may have either require the Purchaser to promptly to deliver up the Products or Zuma may, without notice, enter any premises (with or without vehicles) where the Products are or may be stored for the purpose of recovering the Products and for that purpose the Purchaser grants Zuma and its agents an irrevocable licence at any time to enter any such premises.

6.7. Zuma acknowledges that it may not recover those Products that have been resold or irrevocably incorporated into another product in accordance with Condition 6.4.

6.8. Zuma shall be entitled to recover payment for the Products notwithstanding that ownership of any of the Products has not passed to the Purchaser from Zuma.

Quality

7.1. Subject to the other provisions of these Conditions, Zuma warrants that upon delivery, and for a period of 24 months from the date of delivery (“Warranty Period”), the Products will:

(a) be free from material defects in design, materials and workmanship; and

(b) conform in all material respects with their description in any applicable Specification.

7.2. Zuma shall not be liable for a breach of warranty under Condition 7.1 unless the Purchaser gives written notice of the breach to Zuma during the Warranty Period, and (if the defect is as a result of damage in transit), to the carrier:

(a) in the case of a defect that is apparent on normal visual inspection, within five (5) Business Days of delivery; and

(b) in the case of a latent defect, within a reasonable time after the latent defect becomes apparent (and in any event, within the Warranty Period); and

(c) Zuma is given a reasonable opportunity after receiving the notice under Conditions 7.2(a) or 7.2(b) (as appropriate) to examine such Products in situ or the Purchaser (if asked to do so by Zuma) returns such Products to Zuma’s place of business at the Purchaser’s expense for the examination to take place there.

7.3. Zuma shall not be liable for a breach of warranty under Condition 7.1:

(a) if the Purchaser makes any further use of such Products after giving notice under Condition 7.2;

(b) if the defect arises because the Purchaser failed to follow any instructions (written or otherwise) as to the storage, installation, commissioning, use or maintenance of such Products or, if none were given, failed to comply with good trade practice;

(d) if the defect arises from Zuma following any design, drawing, diagram, specification or other technical instruction provided by the Purchaser;

(e) if the defect arises through any act, omission, wilful damage or negligence (other than by or on behalf of Zuma);

(f) in respect of fair wear and tear; or

(g) the Products differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

7.4. Subject to Conditions 7.2 and 7.3, if any of the Products do not conform with any of the warranties in Condition 7.1, Zuma shall at its option repair or replace such Products (or the defective part) or refund the Price (or a pro-rated amount of the Price if not all the Products are defective) provided that, if Zuma so requests, the Purchaser shall, at the Purchaser’s expense, return the Products or such of the Products as are defective to Zuma.

7.5. This Condition 7 shall apply in respect of any repaired or replacement Products for any unexpired part of the Warranty Period.

7.6. Zuma’s entire liability for defective Products is set out in this Condition 7 and provided Zuma complies with Condition 7.4 it shall have no further liability for a breach of any of the warranties in Condition 7.1 and/or for defective Products. In particular, and without prejudice to the foregoing, Zuma shall not be responsible for either the cost of removing the Products from any place where they are installed or fixed (or making good the place after removal) or for the cost of installing or fixing any repaired or replacement goods.

Price

8.1. Unless otherwise agreed by Zuma in writing, and subject to Condition 8.2, the price for the Products (“Price”) shall be the price set out in the Order or, if no price is set out in the Order, the price set out in Zuma’s published price list applicable on the delivery date (or the date of deemed delivery) of the Products.

8.2. Zuma may, by notice to the Purchaser given no later than thirty (30) days before completion of delivery, increase the Price to reflect any increase in the cost to Zuma in connection with the Products including those due to:

(a) any request by the Purchaser to change the delivery date, quantity, Specification or type of Products ordered;

(b) any delay arising from the inaccuracy or inadequacy of, or failure to provide, requisite instructions or information reasonably required from the Purchaser by Zuma to perform its obligations under the Contract;

(c) exchange rate fluctuations, increases in taxes, duties and other levies and increases in labour, insurance, overheads, packaging, materials (including any commodities, components, raw materials, consumables and other goods required in connection with the Products) and other manufacturing, supply or delivery costs.

8.3. The Price shall be exclusive of all costs or charges in relation to loading, unloading, packaging, carriage and insurance, all of which amounts the Purchaser will pay in addition when it is due to pay for the Products.

8.4. The Price is stated exclusive of value added tax or any other sales tax (“VAT”), which shall be added at the prevailing rate as applicable and paid by the Purchaser following delivery of a valid VAT invoice.

Payment

9.1. Zuma reserves the right to require payment for any Products in advance of delivery in which case Zuma may invoice the Purchaser upon acceptance of the Order and the Purchaser shall pay such invoice upon receipt. Zuma is under no obligation to commence work on the Order until such time as payment is received, in which case delivery dates may be extended accordingly.

9.2. Subject to Condition 9.1, Zuma may invoice the Purchaser for the Products on or at any time following delivery (or deemed delivery) of the Products.

9.3. Subject to Condition 9.1, the Purchaser shall pay each invoice in full within thirty (30) days of the date of invoice.

9.4. Zuma may open a Purchaser credit account(s) at its absolute and entire discretion. Each credit account is subject to application, separate credit account terms and satisfactory references. Zuma will set a maximum amount of credit allowable upon each account opened. Zuma may withdraw credit facilities and close credit accounts at any time without notice or explanation. The payment terms applicable to each credit account shall be those notified by Zuma to the Purchaser from time to time, in default of which payment for Products supplied on a credit account shall be due and paid in full not later than the last Business Day of the month following the month in which delivery (or deemed delivery) of the Products occurs.

9.5. The Purchaser shall make all payments in pounds sterling.

9.6. Time for payment shall be of the essence.

9.7. No payment shall be deemed to have been received until Zuma has received cash or cleared funds to a bank account nominated in writing by Zuma.

9.8. All amounts payable to Zuma under the Contract shall become due immediately upon termination of the Contract despite any other provision and whether or not an invoice has been raised.

9.9. The Purchaser shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement, withholding or otherwise unless required by law.

9.10. Without prejudice to any other right or remedy, Zuma reserves the right to set off any amount owing at any time from the Purchaser to Zuma against any amount payable by Zuma to the Purchaser.

9.11. Zuma shall be entitled to claim interest on the late payment of any amount properly due from the Purchaser to Zuma under the Contract accruing on a daily basis from the due date for payment until payment is made in full, both before and after any judgment, at a rate equal to 5% per annum above the Bank of England’s base rate from time to time.

9.12. To the extent that it does not exercise its right to claim interest under Condition 9.11, Zuma reserves the right to claim interest and fixed sum compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

Limitation of liability

10.1. The following provisions of this Condition 10 set out the entire financial liability of Zuma (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Purchaser under, in respect of or in connection with the Contract and its subject matter for any claim or claims, whether arising in contract, tort (including negligence), breach of statutory duty or restitution, or for misrepresentation or otherwise.

10.2. Nothing in these Conditions shall limit or exclude the liability or remedy of either party:

(a) for death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors;

(b) for fraud or fraudulent misrepresentation;

(d) arising in respect of a defective product by virtue of the Consumer Protection Act 1987; or

(e) for any act, omission or matter to the extent liability may not be legally excluded or limited.

10.3. Subject to Condition 10.2:

(a) The total aggregate liability of Zuma to the Purchaser in respect of all losses, damages, costs, expenses or any other liabilities, whether arising from tort (including negligence), breach of contract or otherwise under or in connection with the Contract (including its termination) shall be limited in each 12-month period of the Contract (the first of which commences on the date of the Contract) (each a “Contract Year”):

(i) in the first Contract Year, to ten per cent (10%) of the Prices paid or payable by the Purchaser during that Contract Year;

(ii) during any subsequent Contract Year during the term of the Contract, an amount equal to ten per cent (10%) of the Prices paid (together with any amounts due to be paid but unpaid) in the Contract Year immediately preceding that Contract Year; and

(iii) after the term of the Contract, an amount equal to ten per cent (10%) of the Prices paid (together with any amounts due to be paid but unpaid) in the last Contract Year.

(b) Zuma shall not have any liability to the Purchaser for any:

(i) loss of profit, income or revenue;

(ii) loss of business, agreements or contracts or opportunities;

(iii) depletion of, or damage to, goodwill or reputation;

(iv) loss of savings or anticipated savings;

(v) wasted expenditure;

(vi) loss of use or corruption of software, data or information; or

(vii) any special, indirect or consequential loss or damage.

10.4. Subject to Condition 10.2, Zuma shall have no liability under these Conditions or otherwise if the Products have not been paid for by the due date for payment in accordance with Condition 9.

Intellectual property rights

11.1. All rights, including any copyright or other Intellectual Property Rights, in any Zuma Materials shall, unless otherwise agreed in writing between the Purchaser and Zuma, belong to Zuma, subject only to a licence in favour of the Purchaser to use Zuma Materials for the purposes of receiving the Products.

11.2. If the Products are to be manufactured to a Specification provided by the Purchaser, the Purchaser shall indemnify and keep indemnified Zuma in full and hold it harmless on demand from and against any and all Losses suffered or incurred by Zuma or for which Zuma may become liable arising out of or in connection with any claim made against Zuma for alleged or actual infringement of a third party’s Intellectual Property Rights in connection with Zuma’s use of such Specification. This Condition 11.2 shall survive termination of the Contract.

Suspension and termination

12.1. If there occurs any of the events referred to in Conditions 12.2 or 12.3, or Zuma reasonably believes that any of the events referred to in Condition 12.3is about to occur, Zuma may give notice to the Purchaser, following which, without limiting any other rights or remedies it may have:

(a) it may, without incurring any liability to the Purchaser, cancel or suspend any further deliveries under the Contract or under any other contract with the Purchaser;

(b) all outstanding amounts in respect of Products the delivery of which is complete (or deemed to be complete) shall become immediately due; and

12.2. Zuma may exercise its rights under Condition 12.1 if:

(a) the Purchaser fails to pay any amount due under the Contract on the due date for payment; or

(b) the Purchaser commits a material breach of any other term of the Contract and (if such breach is remediable) fails to remedy that breach within thirty (30) days of the Purchaser being notified in writing to do so.

12.3. For the purposes of Conditions 6.3(g), 6.6(a), 6.6(b) and 12.1, the relevant events are:

(a) the Purchaser is in the reasonable belief of Zuma, or is deemed to be, insolvent or unable or (being an individual) is deemed to have no reasonable prospect of being able (or admits its inability) to pay its debts as they fall due or stops or suspends payment of any of its debts (or (being a partnership) has any partner to whom any of the foregoing apply;

(b) any of the Purchaser’s obligations to pay or repay money (whether present or future, actual or contingent, joint or sole); is not paid in full when due or becomes due (or could be declared due) before its stated maturity because of default;

(c) any expropriation, attachment, sequestration, distress, execution, enforcement of security or other legal process is levied, enforced or sued out on or against, or affects, any of the Purchaser’s assets and is not discharged or stayed within twenty-one (21) days;

(d) the Purchaser begins negotiations, or enters into, or gives notice of any intention to enter into, any composition or arrangement, with one or more of its creditors in order to reschedule any of its obligations to pay or repay money (whether present or future, actual or contingent, joint or sole); because of actual or anticipated financial difficulties including, but not limited to, giving notice of a meeting of creditors for the purpose of considering a proposal for a company voluntary arrangement or (being an individual) an individual voluntary arrangement;

(e) a moratorium is declared, or in any event comes into existence, over any of the Purchaser’s obligations to pay or repay money (whether present or future, actual or contingent, joint or sole);

(f) any petition is presented, application made, resolution proposed, notice of meeting given or other action, proceedings, procedure or step taken whether by the Purchaser or any third party for, or which may lead to:

(i) the suspension of payments, winding up, dissolution, administration, receiverships (whether administrative or otherwise) or reorganisation (using a voluntary arrangement, scheme of arrangement or otherwise) of the Purchaser;

(ii) the appointment of a liquidator (both provisional and following a winding up), receiver (including a fixed charge receiver), administrative receiver, administrator, nominee supervisor, compulsory manager or other similar officer in respect of the Purchaser or any of its assets; or

(iii) (where the Purchaser is an individual) bankruptcy, an individual voluntary arrangement or debt relief order;

(g) any event similar to any of those set out in Conditions 12.3(a) to 12.3(f) occurs in relation to the Purchaser (including in any jurisdiction to which it is subject);

(h) the Purchaser suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business;

(i) the Purchaser (being an individual) dies or, by reason of illness or incapacity (whether mental or physical) is incapable of managing his own affairs or becomes a patient under any mental health legislation; or

(j) the financial position of the Purchaser deteriorates to such an extent that in the reasonable opinion of Zuma the capability of the Purchaser adequately to fulfil its obligations under the Contract has been placed in jeopardy.

12.4. Termination of the Contract for any reason shall not affect the accrued rights, remedies, obligations or liabilities of either party existing at termination.

12.5. Any Conditions which expressly or by implication are intended to come into or remain in force on or after the termination of the Contract shall remain in full force and effect notwithstanding termination.

Assignment

13.1. Zuma may at any time assign, transfer, mortgage, charge, declare a trust or deal in any other manner with, its rights and obligations under the Contract or any part of it, including sub-contracting any of its obligations under the Contract to any third party or agent.

13.2. The Purchaser shall not be entitled to assign, transfer, mortgage, charge, declare a trust or deal in any other manner with, its rights and obligations under the Contract or any part of it, including sub-contracting any of its obligations under the Contract, nor enter into any agreement to do so.

Force majeure

14.1. If Zuma is hindered, delayed or prevented in the performance of any of its obligations under the Contract by an event, circumstance or cause beyond its reasonable control which, by its nature, could not have been foreseen or, if foreseeable, was unavoidable, (including war or other armed conflict, terrorism, riot, civil commotion, interference by civil or military authorities, national or international emergency or calamity, strikes, lock-outs or other industrial disputes, (whether involving its own workforce or any third party’s), failure of energy supply, disruption to transport, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of buildings or other structures, fires, floods, storms, earthquakes, natural disasters, extreme adverse weather conditions, other acts of God, loss at sea, epidemics or similar events and default of suppliers or sub-contractors caused by any such event, Zuma shall not be liable for any delay or non-performance and the time for performance of the affected obligation shall be extended by such period as is reasonable to enable Zuma, using reasonable endeavours, to perform that obligation.

14.2. If the performance of any of Zuma’s obligations under the Contract is hindered, delayed or prevented as described in Condition 14.1 for a continuous period of one (1) month, Zuma may, without liability to the Purchaser, terminate the Contract with immediate effect by giving notice to the Purchaser.

Notices

15.1. Any notice or similar communication (“Notices” and each a “Notice”) given or made under or in connection with the matters contemplated by the Contract shall be in writing, in English, and shall be delivered personally, or sent by email or pre-paid first class post or another next working day delivery service providing proof of postage (or pre-paid registered air mail providing proof of postage if posted to or from a place outside the United Kingdom) to the recipient party in accordance with Condition 15.2 or such other address as that party may specify by serving not less than 10 Business Days’ Notice to the other party.

15.2. The details for service of Notices for each of the parties are:

(a) Zuma:

Personal service and postal address: Zuma Array Limited, 5 Garden Walk, London, EC2A 3EQ. For the attention of: Customer Services; and

Email: help@zuma.ai.

(b) Purchaser:

Personal service and postal address: the Purchaser’s address on the Order (or if no address is set out in the Order, the Purchaser’s registered office or usual business address from time to time); and

Email: any email address which the Purchaser has used for the purpose of correspondence with Zuma in connection with the Contract.

15.3. Notices shall be deemed to have been received:

(a) if delivered personally, at the time of delivery to the address;

(b) if sent by first class post or another next working day delivery service providing proof of postage, at 9.00am on the second Business Day after the date of posting;

(d) if sent by if sent by email, at the time of transmission (provided the sender has not received an automatic delivery failure message).

15.4. If in accordance with the above provisions, any Notice would otherwise be deemed to be given or made before 9.00am on a Business Day such notice shall be deemed to be given or made at 9.00am and if deemed to be given or made after 5.00pm on a Business Day or any time on a day that is not a Business Day such communication shall be deemed to be given at 9.00am on the next Business Day.

15.5. If a Notice sent by email is intended to be a formal notice under these Conditions, it shall be clearly marked as “Formal Legal Notice”.

15.6. This Condition 15 does not apply to the service of any proceedings or other documents in any legal action or any arbitration or other method of dispute resolution.

Confidentiality

16.1. Each party shall keep in strict confidence, and use only for the purpose of performing the Contract, all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to a party by the other or its agents, employees or sub-contractors and any other confidential information concerning the other’s business, assets, affairs, customers, clients, suppliers or products which a party may obtain.

16.2. Each party shall restrict disclosure of information of the nature described in Condition 16.1 to such of its employees, agents or sub-contractors as need to know the same for the purpose of performing the Contract and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality and restrictions of use as bind that party.

General

17.1. The Contract does not constitute, establish or imply any partnership, joint venture, agency, employment or fiduciary relationship between the parties. The Purchaser shall not have, nor represent that it has, any authority to make or enter into any commitments on Zuma’s behalf or otherwise bind Zuma in any way.

17.2. The rights and remedies provided under these Conditions in favour of Zuma are in addition to, and not exclusive of, any rights or remedies provided by law. Any right or remedy expressly included in any provision of these Conditions (or the exercise thereof) shall not be considered as limiting Zuma’s rights or remedies under any other provision of these Conditions (or the exercise thereof).

17.3. If any part of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable (a “void provision”), that invalidity, illegality or unenforceability shall not affect the other provisions of the Contract, which shall remain in full force and effect. If a void provision would be valid, legal and enforceable if some part of it were deleted, that void provision shall apply with such modification as may be necessary to make it valid, legal and enforceable and if it cannot be made valid, legal and enforceable it shall be deemed to be deleted.

17.4. No term of the Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to the Contract.

17.5. No failure or delay by Zuma to exercise any power, right or remedy (“Right”) under this Contract or law shall be a waiver of that or any other Right and shall not prevent or restrict further exercise of that that Right. No single or partial exercise or any Right shall prevent or restrict further exercise of it or any other Right.

17.6. The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the law of England and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such matter.

Zuma Employee Discount Scheme

18.1. Zuma works with many partners to provide Zuma products as part of an Employee Discount Scheme. If you are interested in joining this scheme please contact your Zuma Account Manager.

18.2. This scheme is available until 31/12/2024.

Get Zuma for Christmas! Promotion

19.1. On 06/11/2023 Zuma is working with our showroom partners to offer the following promotional offer which is published at https://zuma.ai/get-zuma-in-time-for-christmas/

19.2. Offer eligibility.
To confirm if you are eligible contact your local Showroom or Zuma Account Manager.

This promotional offer is valid only via participating showrooms only and not in conjunction with other offers.

19.3. Scheme Duration.
This promotional offer runs from 06/11/2023 until 15/12/2023.

60-day money back guarantee.

20.1. Zuma wants to ensure your customers are completely satisfied with their purchase. If your customer is not satisfied with the product or service, a refund will be made within 60 days of delivery Zuma will process a refund to you on the following basis:

• This product is sold within the UK
• A proof of purchase is supplied showing that the product is within the 60 day period from when the customer received the goods
• A return and credit is requested by sending an email to help@zuma.ai or calling our customer service team on 01952 984244
• The returned units conform to conditions earlier stated in section 10, Limitation of liability as stated earlier within this agreement and also within the our general terms and conditions

20.2 If you have any questions or complaints you can also contact us our customer service team on 01952 984244 or write to us at help@zuma.ai. and we will endeavour to help.

Zuma Partner Terms & Conditions

Version 5 – August 2023

Experience Zuma

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