Terms & Conditions for

Time & Attendance Devices

These Terms and Conditions (the “T&Cs”) for Purchase of Equipment (the “Devices”) and Services relating to a Cloud Device Manager create a contract between you (the “Buyer’) and Talexio Ltd (the “Talexio”). Any further terms and conditions included with Talexio’s invoice or any other document provided by Talexio shall form an integral part of these T&Cs. Please read the T&Cs carefully.

Delivery and Acceptance – Upon acceptance of the quotation and payment, delivery dates will be determined.

Renewal fees – Cloud Device Management software renewal fees shall be paid thirty (30) days from receipt of the invoice issued.

Call Out Fees – Minimum €50.00 call-out fee plus €50.00 per hour thereafter shall be charged for requests made, including but not limited to pick up or delivery, installation, investigation, customised set up, repair of the Devices plus actual direct costs incurred (such as equipment, postage) in repairing the Device.

Payment Terms – Payments are made within thirty (30) days from receipt of invoice. Payments shall not be considered paid until received by Talexio. Amounts due are payable in the currency specified in the invoice. All Purchase Prices are exclusive of VAT and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by you. Buyer shall be responsible for all such charges, costs and taxes. These T&Cs are deemed as accepted by the Buyer upon payment in full.

Quotation prices are valid for a period of one (1) month and prices are subject to change following this period.

Interest on all late payments will be charged at the rate of 8% per annum calculated daily and compounded monthly. Reimbursement for all costs incurred by Talexio in collecting any late payments shall also be due.. Talexio shall be entitled to suspend the delivery of any Devices or Services if payment is not made within payment terms and if such failure continues for thirty (30) days following written notice thereof.

If Buyer disputes any invoice or portion thereof, it shall notify Seller in writing within thirty (30) days of receipt of said invoice, detail the reason for the dispute, and pay all undisputed amounts. All charges not timely disputed in writing shall be deemed to be undisputed and shall be due and payable as set forth above.

Title To Devices – Talexio Ltd. has good and marketable title to the Devices, free and clear of all security interests, liens and encumbrances. Other than as expressly set forth herein, the Devices are being sold “as-is” and “where-is” with no representations or warranties of any kind.

Maintenance and Repair – All maintenance and repair costs to the Devices shall be charged as set out under ‘Call Out Fees’. Should a device require repair-time, a temporary replacement device may be supplied by Talexio against a refundable deposit. Such requests are dealt with at Talexio’s discretion and third party technical agents.

Reservation – Devices are reserved for thirty (30) days from payment and installed as per dates booked. If Devices are not installed within thirty (30) days from payment as a result of Buyer’s in/action , Talexio will determine the date to install the Devices at its sole discretion.

Cancellation – Orders can be cancelled within fifteen (15) days from invoice.

Disclaimer of Warranty – The Devices shall, at the time of sale, comply with specifications as per order. A twelve (12) calendar month warranty applies in respect of all Devices. The warranty period specified begins to run from installation, unless installation is delayed beyond thirty (30) days from the date when the Device is available for installation. The warranty may be annulled if the Device/s is/are removed from initial installation or found tampered with by any Authorised and/ or Unauthorised users. Power and network points must be carefully and correctly prepared by the Customer before the installation due date

All products not manufactured by Talexio are sold only with the warranties provided by the manufacturer of products. Talexio makes no other warranty with respect to the Devices, and disclaims any and all warranties, express or implied, including the implied warranties of merchantability and fitness for a particular purpose.

Devices are sold for commercial use only and are not intended for use by consumers; consequently, Talexio disclaims all warranties to consumers, as defined by the Consumer Affairs Act, Cap. 378 of the Laws of Malta.

Any Service provided by Talexio shall be provided as a customer service only and shall not be deemed to act as a warranty. Talexio shall not be liable for improper use or mishandling of the Devices. Any damage or fault caused as a result of Devices installed in exterior (open air) locations are at the sole risk of the Customer and the Customer must take all preventive measures to avoid decay or damage that may possibly occur due to weather conditions;

Limitation of Liability – In no event shall Talexio be liable to Buyer or any third party for any loss of use, revenue or profit or diminution in value, or for any consequential, indirect, incidental, special, exemplary, or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not Talexio has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose. Notwithstanding, in no event shall Talexio’s aggregate liability arising out of or related to these T&Cs exceed the total of the amounts paid by Buyer for the Devices. This limitation of liability is a material basis to these T&Cs, without which Talexio would not have agreed to provide the Devices or Services at the price charged. Buyer shall indemnify, protect and hold harmless Talexio, its representatives and assigns from and against all losses, damages, injuries, claims, demands and expenses, including legal expenses, of whatever nature, arising out of the use, condition or operation of the Devices, regardless of where, how and by whom operated.

Intellectual Property Rights – It is prohibited for Devices installed and software included in the same to be modified , reverse engineered, decompiled, used to create other works from, or disassembled.

Suspension and Termination – Talexio may suspend or deny access to or use of all or any part of the software, without any liability when the Devices or Services have been accessed or used in violation of these terms and such breach is not remedied within ten (10) days from written notice. Talexio reserves the right to terminate use of the software and restoring access to the software remains at its sole discretion.

In addition to any remedies available to Talexio by law, Talexio may terminate the use of the software with immediate effect upon written notice if : (i) payment for any amounts when due under these terms is not made and if such failure continues for thirty (30) days after receipt of written notice of non-payment; or (ii) insolvency and bankruptcy proceedings have been instigated.

Miscellaneous – Amendment and Waiver: No amendment or waiver by Talexio of any of the provisions of these T&Csis effective unless explicitly set forth in writing and signed by it.

Confidentiality: All non-public, confidential or proprietary information of Talexio,whether disclosed orally or in written, electronic or other form or media, and whether or not identified as “confidential” in connection with these T&Cs is confidential, and may not be disclosed or copied unless authorized in advance by Talexio in writing. This clause does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

Force Majeure: Talexio shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached these T&Cs, for any failure or delay in fulfilling or performing any term of these T&Cs when such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Talexio including, without limitation, restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

Assignment: Buyer shall not assign any of its rights or delegate any of its obligations under these T&Cs without the prior written consent of Talexio.

Independent Contractor: The relationship between the parties is that of independent contractors and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

Governing Law, Venue and Dispute Resolution: All matters arising out of or relating to these T&Cs are governed by and construed in accordance with the laws of Malta.

Severability: If any term or provision of these T&Cs is invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other term or provision of these T&Cs or invalidate or render unenforceable such term or provision.