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Terms & Conditions

AURIGA LABS LTD
TERMS & CONDITIONS OF TRADE & SERVICES

Version: 1.0
Effective Date: 01/09/2026

Supplier: Auriga Labs Ltd (Company No. 04997923)
Registered Office: Stonebridge House, Catteshall Road, Godalming, Surrey, GU7 1NJ

CONTENTS

  1. Definitions and Interpretation
  2. Application of Terms
  3. Contract Formation
  4. Products and Services
  5. Hardware Supply
  6. Installation Services
  7. Monitoring Services
  8. Software and Cloud Platform Services
  9. Support and Maintenance
  10. Consultancy and Professional Services
  11. Customer Obligations
  12. Delivery and Acceptance
  13. Prices and Payment
  14. Rental Equipment
  15. Warranties
  16. Data Protection
  17. Intellectual Property Rights
  18. Confidentiality
  19. Limitation of Liability
  20. Insurance
  21. Suspension of Services
  22. Force Majeure
  23. Term and Termination
  24. Non-Solicitation
  25. Assignment
  26. Notices
  27. General Provisions
  28. Governing Law and Jurisdiction

Schedule 1 - Service Levels
Schedule 2 - Data Processing Terms
Schedule 3 - Rental Equipment Charges

1. DEFINITIONS

"Agreement" means the contract between Auriga and the Customer.

"Customer" means the person, company or organisation purchasing Products or Services.

"Products" means equipment, detectors, cameras, gateways, communication devices, solar systems, batteries, accessories and related hardware supplied by Auriga.

"Services" means monitoring, installation, support, maintenance, consultancy, software, cloud services and related services.

"Rental Equipment" means all equipment supplied on rental, loan, demonstration, trial or temporary deployment.

"Software" means all software, firmware, applications, portals and cloud platforms supplied by Auriga.

"Charges" means all fees payable under the Agreement.

2. APPLICATION OF TERMS

These Terms apply to all quotations, proposals, sales, rentals and services provided by Auriga.

Any purchase conditions submitted by the Customer are expressly rejected unless accepted in writing by a Director of Auriga.

No variation shall be binding unless agreed in writing.

3. CONTRACT FORMATION

Quotations remain valid for 30 days.

A contract shall arise only when:

  • Auriga issues written acceptance;
  • Products are dispatched;
  • Services commence; or
  • an invoice is issued.

4. PRODUCTS AND SERVICES

Auriga provides:

  • Security monitoring solutions.
  • Hardware.
  • Software.
  • Cloud services.
  • Installation.
  • Monitoring.
  • Technical support.
  • Maintenance.
  • Consultancy.

Product specifications published by Auriga are illustrative and may be amended without notice.

5. HARDWARE SUPPLY

All products remain Auriga property until fully paid.

Risk transfers upon delivery.

The Customer must inspect equipment immediately.

Reported shortages or transit damage must be notified within 48 hours.

6. INSTALLATION SERVICES

The Customer shall:

  • provide safe site access;
  • provide electricity where required;
  • provide internet connectivity where required;
  • obtain landlord permissions;
  • secure all permits and permissions.

Where installation is delayed due to Customer actions:

Auriga may charge:

  • additional labour;
  • return visit charges;
  • accommodation costs;
  • equipment storage fees.

7. MONITORING SERVICES

Monitoring services are provided using reasonable skill and care.

Auriga does not guarantee:

  • uninterrupted service;
  • continuous connectivity;
  • successful prevention of criminal activity;
  • transmission by third-party networks.

Monitoring services are dependent upon:

  • GSM networks;
  • data services;
  • power supply;
  • internet connectivity.

Failures of third-party services do not constitute breach.

8. SOFTWARE AND CLOUD SERVICES

Auriga grants a non-exclusive licence to use software.

The licence is:

  • non-transferable;
  • revocable;
  • limited to contracted use.

Customers must not:

  • reverse engineer;
  • decompile;
  • copy;
  • modify;
  • distribute;
  • resell.

Auriga may update software without notice.

9. SUPPORT AND MAINTENANCE

Support is available during published business hours.

Auriga may classify incidents as:

  • Critical
  • High
  • Medium
  • Low

Target response time:

Critical: 4 business hours.

High: 1 business day.

Medium: 2 business days.

Low: 5 business days.

These are targets only and not guarantees.

10. CONSULTANCY SERVICES

Consultancy shall be provided using reasonable skill and care.

Recommendations are advisory only.

The Customer remains responsible for all operational decisions.

11. CUSTOMER OBLIGATIONS

Customer shall:

  • cooperate with Auriga;
  • provide accurate information;
  • maintain site security;
  • comply with law;
  • provide access as required.

Any delay caused by the Customer may result in revised delivery dates and additional charges.

12. DELIVERY AND ACCEPTANCE

Delivery dates are estimates only.

Partial deliveries may occur.

The Customer shall not reject products due to minor defects that do not materially affect operation.

13. PRICES AND PAYMENT

Invoices are due within 30 days unless otherwise agreed.

Auriga may require deposits.

Late payment entitles Auriga to:

  • suspend services;
  • block software access;
  • stop monitoring;
  • stop support;
  • cancel orders.

Interest shall accrue at:

8% above the Bank of England Base Rate

plus statutory compensation.

Customer must reimburse collection costs.

14. RENTAL EQUIPMENT

Ownership

Any equipment supplied on a rental, loan, hire, demonstration, trial, temporary deployment or similar basis ("Rental Equipment") shall remain the sole property of Auriga Labs Ltd at all times.

No ownership interest in the Rental Equipment shall transfer to the Customer under any circumstance

Care

The Customer shall:

  1. keep the Rental Equipment secure and protected from theft, loss, damage or misuse;
  2. maintain the Rental Equipment in good condition (fair wear and tear excepted);
  3. ensure the Rental Equipment is only operated by suitably trained personnel;
  4. not modify, dismantle, relocate, interfere with or repair the Rental Equipment without Auriga's prior written consent;
  5. immediately notify Auriga of any suspected fault, theft, loss or damage;
  6. permit Auriga reasonable access to inspect the Rental Equipment upon request.

Risk

Risk in the Rental Equipment shall pass to the Customer upon delivery, installation or handover and shall remain with the Customer until collected by or returned to Auriga.

The Customer shall remain responsible for the Rental Equipment at all times whilst the equipment is located at the Customer's premises, project site, customer site or any other location under the Customer's control.

Theft

If any Rental Equipment is:

  • lost;
  • stolen;
  • destroyed;
  • damaged beyond economical repair;
  • not returned upon request; or
  • returned in a condition requiring repair due to misuse, negligence or accidental damage,

the Customer shall be liable for all associated costs.

Damage

Where damaged Rental Equipment can be repaired, Auriga may charge the Customer:

  • the full cost of repair;
  • replacement parts;
  • labour;
  • engineer call-out charges;
  • shipping costs; and
  • testing and recommissioning costs.

Non-Return

If Rental Equipment is not returned within 14 days of Auriga's written request, Auriga may:

  1. invoice the Customer for the full replacement value of the equipment;
  2. suspend any ongoing services;
  3. terminate the Agreement; and
  4. recover any legal or debt recovery costs incurred.

The Customer shall indemnify Auriga against any costs incurred in recovering, tracing, replacing or repairing Rental Equipment, including legal costs and debt recovery charges.

Repair Charges

Where damaged Rental Equipment can be repaired, Auriga may charge the Customer:

  • the full cost of repair;
  • replacement parts;
  • labour;
  • engineer call-out charges;
  • shipping costs; and
  • testing and recommissioning costs.

Insurance

Customer shall maintain adequate insurance. The Customer's liability under this Agreement shall not be limited by the existence or absence of insurance.

Customer Liability for Auriga Property

Customer shall be responsible for the entire replacement value of all lost, stolen or irreparably damaged Rental Equipment.

Limitation of liability provisions shall not apply to this obligation.

The exclusions and limitations of liability contained within this Agreement shall not apply to:

  • loss of Auriga-owned property;
  • theft of Auriga-owned property;
  • damage to Auriga-owned property;
  • unauthorised disposal of Auriga-owned property; or
  • the Customer's obligations under Section 15 (Rental Equipment).

The Customer shall remain fully liable for all resulting losses, costs and replacement expenses incurred by Auriga.

15. WARRANTIES

Hardware warranty:

24 months from delivery unless otherwise specified.

Auriga may:

  • repair;
  • replace;
  • refund.

Warranty excludes:

  • accidental damage;
  • vandalism;
  • misuse;
  • environmental damage;
  • water ingress;
  • batteries;
  • consumables.

16. DATA PROTECTION

Parties shall comply with:

  • UK GDPR;
  • Data Protection Act 2018.

Auriga acts as:

  • Controller for its own data.
  • Processor where processing Customer data.

17. INTELLECTUAL PROPERTY

All intellectual property remains owned by:

  • Auriga;
  • licensors;
  • software suppliers.

Nothing transfers ownership to Customer.

18. CONFIDENTIALITY

Parties shall keep confidential information secret.

Obligation continues:

  • during Agreement;
  • for five years after termination.

Trade secrets remain protected indefinitely.

19. LIMITATION OF LIABILITY

Nothing excludes liability for:

  • death or personal injury;
  • fraud;
  • liabilities that cannot legally be excluded.

Maximum liability:

greater of:

  • £100,000; or
  • fees paid during preceding 12 months.

Auriga shall not be liable for:

  • lost profits;
  • lost revenue;
  • lost contracts;
  • business interruption;
  • indirect losses.

Exception

These exclusions shall not apply to:

  • unpaid invoices;
  • equipment loss;
  • rental equipment damage;
  • intellectual property infringement by Customer.

20. INSURANCE

Customer shall maintain adequate insurance.

Auriga may request evidence of cover.

21. SUSPENSION

Auriga may suspend services for:

  • non-payment;
  • security concerns;
  • misuse;
  • legal requirements.

Charges continue during suspension.

22. FORCE MAJEURE

Neither party liable for:

  • war;
  • terrorism;
  • pandemic;
  • fire;
  • flood;
  • utility failure;
  • network failure;
  • governmental action.

23. TERMINATION

Auriga may terminate immediately where:

  • invoices remain unpaid 14 days after due date;
  • Customer becomes insolvent;
  • material breach occurs.

All outstanding fees become immediately payable.

24. NON-SOLICITATION

Customer shall not recruit or engage Auriga employees or contractors during the Agreement and for 12 months thereafter.

Liquidated damages:

50% of annual remuneration of the individual.

25. ASSIGNMENT

Auriga may assign the Agreement.

Customer may not assign without written consent.

26. NOTICES

Notices must be sent:

  • by email;
  • by recorded delivery;
  • by courier.

27. GENERAL

If any clause is unenforceable, remainder survives.

Failure to enforce rights does not waive them.

No partnership exists.

No third-party rights apply under the Contracts (Rights of Third Parties) Act 1999.

28. GOVERNING LAW

This Agreement shall be governed by the laws of England and Wales.

Courts of England and Wales shall have exclusive jurisdiction.