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Last Updated: March 15, 2024

Terms of Service Agreement

These terms govern your use of Soundville & Consult services and establish the legal relationship between you and our company.

1. Acceptance of Terms

By accessing our website, using our services, or entering into an agreement with Soundville & Consult ("Company," "we," "us," or "our"), you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms").

Important Notice

If you do not agree with any part of these terms, you must not use our services or website. By proceeding with any service request, quote, or contract, you acknowledge that you have read, understood, and agree to be bound by these Terms.

Agreement Formation

A binding agreement is formed when:

  • You accept a written quote or proposal from us
  • You sign a service contract or work order
  • You make payment for services
  • We begin work on your project with your consent

Capacity to Enter Agreement

You represent that you:

  • Are at least 18 years of age
  • Have the legal authority to enter into binding agreements
  • Are authorized to act on behalf of your organization (if applicable)
  • Provide accurate and complete information in all dealings with us

2. Our Services

Soundville & Consult provides professional audio-visual services including but not limited to:

Installation Services
  • Sound system design and installation
  • Visual equipment setup
  • Control system integration
  • System commissioning and testing
Maintenance Services
  • Preventive maintenance programs
  • Emergency repair services
  • System upgrades and modifications
  • Technical support and consultation
Support Services
  • 24/7 emergency support hotline
  • Remote diagnostics and troubleshooting
  • Staff training and education
  • Documentation and user manuals

Service Scope and Limitations

  • Customized Solutions: All services are tailored to your specific requirements
  • Professional Standards: We adhere to industry best practices and safety standards
  • Service Areas: Primary coverage in Lagos State with extended services available
  • Equipment Quality: We use only professional-grade equipment from reputable manufacturers

Service Modifications

We reserve the right to:

  • Modify or discontinue services with reasonable notice
  • Update service procedures and methodologies
  • Subcontract portions of work to qualified partners
  • Refuse service requests that conflict with safety or legal requirements

3. User Obligations and Responsibilities

Client Responsibilities

As our client, you agree to:

  • Accurate Information: Provide truthful and complete information about your requirements
  • Site Access: Ensure safe and reasonable access to work areas
  • Permits and Approvals: Obtain necessary permits and approvals for installations
  • Power and Infrastructure: Provide adequate electrical power and network infrastructure
  • Site Safety: Maintain a safe working environment and inform us of any hazards
Client Site Requirements
  • Ensure work areas are clear and accessible
  • Provide adequate lighting and ventilation
  • Remove or protect valuable items in work areas
  • Coordinate with building management for access
  • Inform us of any asbestos, lead, or other hazardous materials

Cooperation Requirements

Successful project completion requires your cooperation in:

  • Timely decision-making on design and equipment choices
  • Providing feedback during testing and commissioning phases
  • Attending training sessions for system operation
  • Following maintenance schedules and recommendations

4. Payment Terms and Conditions

Payment Schedule

Unless otherwise specified in writing, our standard payment terms are:

Project Phase Payment Due Percentage
Contract Signing Upon contract execution 30% Deposit
Equipment Delivery Upon equipment arrival 40% Progress
Installation Completion Upon substantial completion 25% Progress
Final Acceptance Upon project acceptance 5% Final

Payment Methods

We accept payment via:

  • Bank transfer (preferred method)
  • Certified checks or bank drafts
  • Credit cards (for smaller amounts)
  • Cash payments (with proper documentation)

Late Payment Terms

  • Payment Due: Net 30 days from invoice date
  • Late Fees: 1.5% per month on overdue amounts
  • Collection Costs: You are responsible for collection costs including legal fees
  • Work Suspension: We may suspend work for payments more than 30 days overdue
Additional Charges

Additional charges may apply for:

  • After-hours or weekend work (50% premium)
  • Emergency service calls (minimum 2-hour charge)
  • Travel beyond our standard service area
  • Storage of equipment due to client delays
  • Additional site visits due to incomplete preparations

5. Warranties and Guarantees

Our Service Warranty

We provide the following warranties on our services:

  • Workmanship: 12 months warranty on installation labor
  • System Performance: Systems will perform according to specifications
  • Professional Standards: All work performed to industry standards
  • Defect Correction: We will correct defects in our workmanship at no charge

Equipment Warranties

  • Manufacturer Warranties: All equipment covered by manufacturer warranties
  • Warranty Period: Typically 1-3 years depending on equipment type
  • Warranty Claims: We assist with manufacturer warranty claims
  • Extended Warranties: Available for purchase on most equipment

Warranty Limitations

Warranties do not cover:

  • Damage caused by misuse, abuse, or negligence
  • Normal wear and tear or consumable items
  • Damage from power surges, lightning, or acts of nature
  • Unauthorized modifications or repairs by others
  • Damage from failure to follow maintenance schedules
Warranty Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. Limitation of Liability

Important Liability Limitations

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM.

Types of Damages Excluded

We shall not be liable for:

  • Indirect Damages: Consequential, incidental, or indirect damages
  • Business Losses: Lost profits, revenue, or business opportunities
  • Data Loss: Loss of data, information, or digital content
  • Third Party Claims: Claims by third parties against you
  • Force Majeure: Damages from events beyond our reasonable control
Liability Area Our Responsibility Your Responsibility
Equipment Installation Proper installation per specifications Providing accurate site information
Site Safety Following safety protocols during work Maintaining safe work environment
System Performance Meeting agreed specifications Proper use and maintenance
Data Protection Reasonable care with your information Backing up critical data

Insurance and Indemnification

  • Our Insurance: We maintain professional liability and general liability insurance
  • Your Indemnification: You agree to indemnify us against claims arising from your misuse of our services
  • Equipment Insurance: You are responsible for insuring equipment after delivery
  • Property Damage: Each party is responsible for damage to their own property

Exceptions to Liability Limitations

These limitations do not apply to:

  • Death or personal injury caused by our negligence
  • Fraud or fraudulent misrepresentation
  • Violations of applicable consumer protection laws
  • Gross negligence or willful misconduct

7. Termination

Termination by Client

You may terminate services:

  • For Convenience: With 30 days written notice
  • For Breach: Immediately if we materially breach these terms
  • Payment Obligations: You remain liable for all charges incurred prior to termination
  • Equipment Return: Any equipment provided must be returned in good condition

Termination by Soundville & Consult

We may terminate services if:

  • You fail to pay amounts due within 30 days of notice
  • You breach any material term of this agreement
  • You engage in illegal or unethical conduct
  • Continuing service would violate applicable laws
Work in Progress

Upon termination:

  • We will cease work immediately or complete current phase at your option
  • You must pay for all completed work and materials ordered
  • We will return any materials or equipment belonging to you
  • Both parties must return confidential information

Survival of Terms

The following provisions survive termination:

  • Payment obligations for work performed
  • Warranty terms for completed work
  • Intellectual property provisions
  • Limitation of liability clauses
  • Confidentiality obligations

8. Intellectual Property Rights

Our Intellectual Property

Soundville & Consult retains all rights to:

  • Company Materials: Our logos, trademarks, service marks, and branding
  • Technical Knowledge: Our methodologies, processes, and technical expertise
  • Documentation: Standard procedures, templates, and documentation formats
  • Software Tools: Proprietary software, applications, and configuration tools

Client Intellectual Property

You retain ownership of:

  • Your company logos, trademarks, and branding materials
  • Content and data you provide to us
  • Pre-existing intellectual property brought to the project
  • Final system configurations specific to your installation
Joint Development

For custom solutions developed collaboratively:

  • You receive full rights to use the solution for your business
  • We retain rights to use general concepts and methodologies for other clients
  • Neither party may claim exclusive ownership of standard industry practices
  • Specific customizations remain your intellectual property

License Grant

We grant you a non-exclusive, non-transferable license to:

  • Use documentation and user manuals we provide
  • Operate systems and software as configured
  • Make copies of documentation for internal use
  • Train your staff using provided materials

9. Dispute Resolution

Preferred Resolution Process

We encourage resolving disputes through the following process:

  1. Direct Communication: Contact your project manager or our customer service team
  2. Escalation: If unresolved, escalate to senior management within 15 days
  3. Mediation: If needed, engage a mutually agreed mediator
  4. Arbitration: Binding arbitration as a final resort

Mediation Process

  • Selection: Mediator selected from recognized mediation services
  • Location: Mediation held in Lagos, Nigeria
  • Costs: Each party pays their own costs plus equal share of mediator fees
  • Timeline: Mediation to be completed within 60 days of request
Binding Arbitration

If mediation fails, disputes will be resolved through binding arbitration:

  • Conducted under the rules of the Lagos Chamber of Commerce
  • Single arbitrator for disputes under ₦5,000,000
  • Three-arbitrator panel for larger disputes
  • Decision is final and binding on both parties

Exceptions to Dispute Resolution

The following may be pursued directly in court:

  • Collection of undisputed amounts owed
  • Injunctive relief to protect intellectual property
  • Emergency relief to prevent irreparable harm
  • Small claims court matters within jurisdictional limits

10. Governing Law and General Provisions

Applicable Law

These Terms are governed by:

  • Nigerian Law: Federal Republic of Nigeria laws and regulations
  • Lagos State: Lagos State laws where applicable
  • Industry Standards: Nigerian and international AV industry standards
  • Consumer Protection: Applicable consumer protection regulations

Jurisdiction and Venue

  • Primary Jurisdiction: Lagos State High Court
  • Federal Matters: Federal High Court of Nigeria where applicable
  • Convenience: Parties may agree to alternative venues for convenience

Severability

If any provision of these Terms is found to be unenforceable:

  • The unenforceable provision will be modified to be enforceable
  • If modification is not possible, the provision will be severed
  • The remainder of the Terms will remain in full effect
  • The essential purpose of the agreement will be preserved
Complete Agreement

These Terms, together with any signed contracts and work orders, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements relating to the subject matter.

Modifications and Updates

  • Written Modifications: Changes must be in writing and signed by both parties
  • Term Updates: We may update these Terms with reasonable notice
  • Continued Use: Continued use after updates constitutes acceptance
  • Notification: Updates will be posted on our website and emailed to clients

Force Majeure

Neither party is liable for delays or failures due to:

  • Natural disasters, floods, earthquakes, or severe weather
  • Government actions, regulations, or restrictions
  • Labor strikes, lockouts, or work stoppages
  • Supply chain disruptions or equipment shortages
  • Pandemic, epidemic, or public health emergencies

Contact Information

Address: Lagos, Nigeria
Questions About These Terms?

If you have questions about these Terms of Service, please contact our legal department before entering into any agreement. We're here to help clarify any provisions and ensure you understand your rights and responsibilities.