This document contains the terms and conditions that apply to a Customer’s purchase of Products from IOT Plus. Acceptance of Customer’s order(s) is based on these terms and conditions of sale applying. By accepting delivery of products from IOT Plus, Customer agrees to be bound and to accept these terms and conditions. These terms and conditions shall control the terms of purchase unless the Customer and IOT Plus have signed a separate purchase agreement referring to different terms and conditions which expressly control.

1.Definitions

“Customer” means the entity to which Seller is providing Products or Services
“IOT Plus” means the entity providing Products or performing Services under the Contract.
“Products” means sensors, gateways, parts and other devices IOT Plus has agreed to supply to Customer
“Services” means the services IOT Plus has agreed to perform for Customer

2. Cancellation of Purchase Order

Customer may cancel its order only with the prior written consent of IOT Plus, which IOT Plus may withhold in its sole discretion. All cancelations will be subject to payment of reasonable and proper cancelation charges. Customer may return Products only at its sole cost and only with the prior written authorization of IOT Plus, subject to a restocking fee as agreed by the parties. No returns of special, custom, or made-to-order Products will be permitted. No returns will be permitted more than thirty (30) days after delivery.

3. Set-up Services

A Non-recurring set-up / on-boarding charge is applicable to our products and services. IOT Plus will quote such services based on project scope and size.

4. Limited Warranty

(a) IOT Plus warrants that sold products will be free from defects in materials and workmanship for a period of one (1) year from the date of shipment with respect to hardware and will materially conform to their published specifications for a period of one (1) year with respect to software. IOT Plus does not warrant that the software or any portion thereof is error free. IOT Plus will have no warranty obligation with respect to Products subjected to abuse, misuse, negligence, or accident. If any software or firmware incorporated in any product fails to conform to the warranty set forth in this Section, IOT Plus shall provide a bug fix or software patch correcting such non-conformance within a reasonable period after IOT Plus receives from Customer (i) notice of such non-conformance, and (ii) sufficient information regarding such non-conformance to permit IOT Plus to create such bug fix or software patch. If any hardware component of any Product fails to conform to the warranty in this Section, IOT Plus shall, repair or replace non-conforming Products with conforming Products or Products having substantially identical form, fit, and function and deliver the repaired or replacement Product to a carrier for land shipment to customer within a reasonable period after IOT Plus receives from Customer (i) notice of such non-conformance, and (ii) the non-conforming Product provided. Repair parts and replacement products may be reconditioned or new. All replacement products and parts become the property of IOT Plus. Repaired or replacement products shall be subject to the warranty, if any remains, originally applicable to the product repaired or replaced. Products returned under this Warranty must be unmodified. IOT Plus reserves the right to repair or replace products at its own and complete discretion. Products returned under this Warranty must be unmodified and in original packaging. IOT Plus reserves the right to refuse warranty repairs or replacements for any products that are damaged or not in original form. (b) As a condition to IOT Plus’s obligations under the immediately preceding paragraphs, Customer shall return Products to be examined and replaced to IOT Plus’s facilities. Customer acknowledges that replacement products may be repaired, refurbished, or tested and found to be complying. IOT Plus shall deliver replacements for Products determined by IOT Plus to be properly returned, (c) IOT Plus’s sole obligation under the warranty described or set forth here shall be to repair or replace non-conforming products as set forth in the immediately preceding paragraph. IOT Plus’s warranty obligations shall run solely to Customer, and IOT Plus shall have no obligation to customers of Customer or other users of the Products.

Limitation of Warranty and Remedies.

THE WARRANTY SET FORTH HEREIN IS THE ONLY WARRANTY APPLICABLE TO PRODUCTS PURCHASED BY CUSTOMER. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. YOU ACKNOWLEDGE AND AGREE THAT THE PRODUCTS AND SERVICES FURNISHED BY IOT PLUS ARE NOT GUARANTEED TO BE UNINTERRUPTED OR ERROR-FREE. ADDITIONALLY, YOU AGREE THAT WE ARE NOT LIABLE FOR PROBLEMS CAUSED BY YOU OR A THIRD PARTY; BY WIRELESS CARRIERS, DATA CENTERS, BUILDINGS, ACCIDENTS, HILLS, NETWORK CONGESTION, TUNNELS, TOWERS, WEATHER OR OTHER THINGS WE DON’T CONTROL; OR BY ANY ACT OF GOD. FURTHERMORE, IOT PLUS SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY AND WARRANTIES, IMPLIED OR EXPRESSED, FOR USES REQUIRING FAIL-SAFE PERFORMANCE IN WHICH FAILURE OF A PRODUCT COULD LEAD TO DEATH, SERIOUS PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE SUCH AS, BUT NOT LIMITED TO, LIFE SUPPORT OR MEDICAL DEVICES OR NUCLEAR APPLICATIONS. PRODUCTS ARE NOT DESIGNED FOR AND SHOULD NOT BE USED IN ANY OF THESE APPLICATIONS. IF YOU NEVERTHELESS CHOOSE TO USE THE PRODUCTS, SOFTWARE, AND/OR SERVICES IN SUCH ACTIVITIES, YOU MUST NOT RELY ON THEM AS YOUR SOLE OR PRIMARY SOURCE OF MONITORING.
IOT PLUS’S TOTAL AGGREGATE LIABILITY WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE SHALL NOT EXCEED THE PURCHASE PRICE PAID BY CUSTOMER FOR THE PRODUCT. UNDER NO CIRCUMSTANCES SHALL IOT PLUS BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. THE PRICE STATED FOR THE PRODUCTS IS A CONSIDERATION IN LIMITING IOT PLUS’S LIABILITY. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

5. Publicity

Customer agrees that IOT Plus may use Customer’s name and logo in presentations, marketing materials, customer lists, financial reports, and Web site listings of customers. If Customer prefers that their name and/or logo not be used, they must notify IOT Plus. If Customer wishes to use IOT Plus’s trade names, trademarks, service marks, logos, domain names and other distinctive brand features (“Brand Features”), Customer may do so, so long as such use is in compliance with this Agreement and follow IOT Plus’s branding guide.

6. Indemnification

IOT Plus shall defend or settle any claim, suit, or action against Customer based on an allegation that any Product purchased by Customer from IOT Plus infringes any third party’s U.A.E. patent or copyright; provided, that Customer has made no modification or alterations to the product and that Customer gives IOT Plus prompt written notice of any claim or suit, sole authority to defend or settle as it sees fit, and full cooperation. IOT Plus may, at its sole option and expense (i) procure for Customer the right to continue using the product (ii) modify the product so that it is non-infringing (iii) procure a replacement product that has substantially the same functionality, or if none of the above options is reasonably available.
IOT Plus has no liability for any claim, suit or action based in whole or in part upon or arising out of compliance with Customer’s designs, specifications or instructions, modification of the Hardware or Software, or the combination of the Hardware or Software with products or items not furnished by IOT Plus. THIS SECTION STATES IOT PLUS’S ENTIRE LIABILITY 4

7. Severability

Any waiver of or modification to the terms of this Agreement will not be effective unless executed in writing and signed by IOT Plus. If any provision of these terms and conditions are held to be unenforceable, in whole or in part, such holding shall not affect the validity of the other provisions of this document (in the event of any inconsistency between these terms and conditions and any other related agreements between Customer and IOT Plus, the terms of this document shall prevail unless any other agreement(s) are signed by both parties and state its/their terms and conditions control).

8. Entire Agreement

The terms and conditions set forth herein constitute the entire agreement between IOT Plus and Customer. IOT Plus’s offer to sell is expressly limited to the terms stated herein. IOT Plus shall not be bound by any terms of Customer’s order which add to, modify, or are in any way different from the terms set forth in this document.
Inquiries or questions relative to invoices for IOT Plus products should be directed to the sales department at (+971) 2 672 7488, Fax: (+971) 2 677 9355, e-mail: info@iotplus.ae.