1. DEFINITIONS
1.1 Agreement means the agreement, purchase order, or other document binding on Interactio and the Customer and covering the provision of Interactio Services, including the Annex For The Customers Renting Equipment (further - the Annex) and its appendixes. These Terms and Conditions for Customers Renting Equipment (further - the Terms & Conditions) are an integral part of the Agreement.
1.2 Equipment means hardware and/or audio equipment that is rented by Interactio to the Customer usually as part of a broader set of Services.
1.3 Event means any public or non-public, online or onsite event/meeting for which Services and/or Equipment rental is ordered under the Agreement.
1.4 Interactio Platform or Platform means the remote participation and/or simultaneous interpretation platform/system developed and owned by Interactio.
1.5 Services – mean Platform usage, interpretation, and/or other related services rendered by Interactio to the Customer.
2. EQUIPMENT RENTAL AND PAYMENTS
2.1 Interactio will rent the Equipment to the Customer for the purpose of providing Services during the Events. The list of rented Equipment, as well as the condition and quantity of the Equipment, will be provided in Appendix A of the Annex. Interactio hereby agrees to rent only the Equipment that is in good condition and is tested for proper use with Interactio Platform.
2.2 The Customer has a right to use the Equipment for the duration specified in the Annex (Rental Period). All Equipment handed over to the Customer remains the property of Interactio. The risk of Equipment loss and damage transfers to the Customer when the Equipment is physically delivered to the Customer’s specified location and reverts to Interactio upon the Equipment's physical return to the location identified by Interactio.
2.3 The Customer shall pay the rental fee for the Equipment rent, as indicated in the Annex. Additionally, any applicable taxes shall be borne by the Customer. In the event of tax exemption, the Customer must provide appropriate documentation to support such exemption. All the payments shall be made in line with the payment and billing terms defined in the Agreement.
2.4 In situations where the Customer's usage of the rented Equipment exceeds the agreed quantities or duration, either due to additional ordering after the conclusion of the Agreement, late return of the Equipment, or other circumstances, the Customer will be billed for such usage and costs based on the fees applicable at that time. Such deviation from the initially agreed-upon fees will be invoiced separately after the end of each month, and the Customer agrees to make a payment within thirty (30) calendar days after the issue of the invoice unless other payment terms are agreed in the Agreement.
2.5 All costs associated with the shipment of the Equipment to and from the Customer's designated location shall be borne by the Customer.
3. SHIPMENT AND OBLIGATIONS OF THE PARTIES
3.1 Interactio will start organizing the shipment of Equipment a reasonable time before the Event(s), but only after both Parties have signed the Agreement.
3.2 It is advisable for the Customer to sign the Agreement and order the rental of Equipment at least forty-five (45) calendar days before the Event(s). In certain instances, particularly for Events in remote or logistically challenging locations, the recommended lead time may exceed forty-five (45) days. The Customer is urged to consider these factors and plan accordingly to ensure timely Equipment delivery. Late ordering may result in delayed Equipment arrival, for which Interactio is not liable. The rental fee in such cases shall remain unchanged regardless of delayed arrival.
3.3 While Interactio will make maximum efforts to ensure that the Equipment arrives on time for the start of the Event, Interactio does not provide any warranty or assume liability for delivery delays if such delays are due to any matter beyond Interactio's reasonable control.
3.4 Both Parties can decide in the Annex that the Customer will handle the entire shipment or a portion of it. In such instances, the Customer takes on the responsibility to ensure the Equipment is delivered safely and on time. Interactio will not be held responsible for any aspects of the delivery or delays that were under the Customer's control.
3.5 The Customer commits to cooperate with Interactio in the shipment process, provide all needed assistance for shipping formalities, including import and export formalities, and furnish all necessary documentation that may be required from the Customer’s side according to applicable regulations in certain jurisdictions.
3.6 The Customer is informed that in certain jurisdictions the Customer may be required to pay a deposit to the competent authorities for the purpose of temporary import, signifying the Customer's commitment to ensuring the timely return of the temporarily exported Equipment. The Customer agrees to pay this deposit (if applicable) and accepts the risk that failure to return the Equipment within the stipulated timeframe may result in the application of import taxes, and the deposit may be forfeited by the competent authorities.
3.7 Additional Parties’ obligations related to the shipment, and customs or other formalities, as well as related costs might be provided in the Annex.
4. TRANSFER AND INSPECTION
4.1 The Customer shall collect the Equipment upon its arrival as instructed by Interactio.
4.2 The Customer is obligated to thoroughly inspect the Equipment within 3 (three) business days from receipt, and notify Interactio about any Equipment deficiencies or quantity discrepancies via email techsupport@interactio.io. In such case, Interactio shall without delay inform the Customer via electronic means whether it accepts the results of the Customer’s inspection or has any reservations. Parties will cooperate to establish and document the precise quality and quantity of the Equipment. In case Interactio receives no notification mentioned hereof, it will be considered that the quality and the quantity of the transferred Equipment correspond to the quality and the quantity specified in Appendix A of the Annex.
4.3 Interactio shall bear no responsibility for issues undisclosed in line with paragraph 4.2. of these Terms & Conditions resulting from the Customer’s failure to inspect, and for any repairs and costs associated with such issues.
5. EQUIPMENT USAGE AND RETURN
5.1 The Customer is responsible for the proper use, care, and safety of Equipment until it is returned to the location identified by Interactio.
5.2 The Customer shall use the Equipment for its intended purpose and in accordance with the manufacturer’s instructions or other documents or information provided by Interactio.
5.3 The Customer acknowledges and agrees that sub-renting, leasing, lending, or otherwise providing access to the Equipment, in whole or in part, to any third party is allowed only with the prior written consent of Interactio, unless otherwise provided in the Agreement. In any case, the Customer remains solely responsible in front of Interactio.
5.4 The Customer undertakes to return the Equipment to Interactio without delay after the Rental Period. The Customer agrees to collect and pack all the Equipment that was originally received (ensuring the same amount, model, and weight of Equipment), and to take other required steps as instructed by Interactio to properly fulfill all the import/export and custom formalities. The Customer commits to ship the Equipment back to Interactio no later than within 7 calendar days after the end of the Rental Period. Failure to comply with this deadline will be treated as a late return, and the Customer will be obliged to pay an additional rental fee in line with paragraph 2.4 of these Terms & Conditions for the additional rental period starting from the end of the initial Rental Period until the Equipment is returned to the location identified by Interactio.
5.5 Interactio will proactively cooperate with the Customer and assist in the shipment process as may be needed.
5.6 The Customer explicitly agrees to transport the Equipment solely by air or road, with sea transport strictly prohibited. In case of shipment by sea, the Customer expressly agrees that the Customer will be automatically liable for covering the value of Equipment paid by Interactio when buying the Equipment (further - Value) without any further inspection of the Equipment by Interactio, recognizing the inherent damage associated with sea transportation for electronic Equipment.
5.7 Returned Equipment shall be in the same condition as when delivered to the Customer, subject to normal wear and tear. The Customer undertakes to compensate Interactio for the actual costs of any loss or damage beyond normal wear and tear. Interactio has the right to make claims regarding the returned Equipment no later than within 1 (one) calendar month from the date of return of the Equipment, except for hidden defects of the Equipment, for which claims may be made within 10 (ten) working days after it becomes known.
6. MAINTENANCE AND REPAIR
6.1 The Customer is solely responsible for the maintenance and care of the Equipment during the Rental Period, including, but not limited to, responsibilities such as hardware health, software updates, malware and virus scans, and security measures like password protection, firewall configurations, and data encryption, to ensure its continued functionality and security.
6.2 Interactio shall assume responsibility for repairs only in the case of issues documented at the time of acceptance, as outlined in paragraph 4.2 of these Terms & Conditions, provided that such issues existed at the time of transfer.
6.3 In case of Equipment damage or repair needs during the Rental Period, the Customer is responsible for all costs and arrangements. The Customer is required to promptly notify Interactio of any cases of damage, or Equipment malfunction, and to adhere to the repair instructions if provided by Interactio.
7. LIABILITY
7.1 The Customer shall be liable for the late return of the Equipment (including payment of any related import taxes), any lost, damaged, or otherwise deteriorated Equipment, as well as for any use of the Equipment that is not in line with the Agreement, these Terms & Conditions, or applicable legal regulations and shall indemnify Interactio against any third-party claims arising from the Customer's use of the Equipment. Interactio shall be entitled to all loss or damages resulting from the foregoing, without prejudice to any other rights or remedies available to Interactio under applicable law.
7.2 In the event of a late return of the Equipment, the Customer will be obliged to pay the rental fee for the additional period in line with paragraphs 2.4 and 5.4 of these Terms & Conditions. This obligation does not relieve the Customer of the responsibility to cover all other damages resulting from the late return.
7.3 In the event of lost, damaged, or otherwise deteriorated Equipment, the Customer shall be responsible for covering all repair costs of the Equipment or compensating the entire Value of Equipment, also the costs associated with shipping the Equipment to and from the official repair facility, delivery costs of new Equipment (in case of replacement), and any associated taxes. The Customer is informed that in case of lost Equipment or when repair costs (including shipment to and from the official repair facility and associated taxes) exceed 50 percent of the Value, the Customer shall be responsible for covering the entire Value of the Equipment.
7.4 NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT THE INTENTIONAL FAULT OR GROSS NEGLIGENCE), INTERACTIO AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), SUBCONTRACTORS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER RELATED TO THE RENT OF EQUIPMET AND THESE TERMS AND CONDITIONS FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO INTERACTIO FOR THE RENT OF THE EQUIPMENT UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
8. SUSPENSION OF RENTAL
8.1 Interactio may suspend the Customer’s use of the Equipment if (a) rental fees or associated charges remain unpaid, (b) Equipment is damaged due to Customer's intentional fault or gross negligence, or (c) Equipment is used not for the intended purpose, modified, or used for illegal activities.
8.2 The Customer shall promptly, upon receipt of the notice for such suspension, cease any further use of Equipment until the violation is resolved and shall comply with other reasonable instructions from Interactio.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 As a rule, Interactio Platform application and/or other Interactio-owned software may be installed on certain Equipment that is rented under the Agreement. If separately ordered by the Customer, the Customer will be granted the right to use the Platform and/or other Interactio software in line with the Agreement.
9.2 Notwithstanding anything to the contrary, Interactio shall own and retain all rights, title, and interest in and to (a) the Platform, applications, inventions, or other Interactio software, all improvements, enhancements, or modifications thereto, (b) all intellectual property rights related to any of the foregoing. The Customer will not, directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform or any other Interactio software, modify, translate, or create derivative works based on the software.
9.3 The Customer is informed that certain Equipment may include software that is owned by third parties and is subject to intellectual property rights. Interactio does not provide licenses for any third-party software or applications installed on the Equipment. The Customer acknowledges and agrees that it is the Customer’s sole responsibility to obtain and maintain any required licenses, permissions, or agreements for the use of third-party software. Interactio disclaims any liability or responsibility for the licensing or compliance of third-party software and shall not be held accountable for any claims, damages, or legal actions related to the use or misuse of such software by the Customer. The Customer shall indemnify and hold Interactio harmless from any claims or disputes arising from the Customer's use of third-party intellectual property. The Customer is encouraged to review and adhere to all relevant licensing terms and agreements provided by the respective third-party providers.
10. MISCELLANEOUS
10.1 Any provisions or obligations under these Terms & Conditions that, by their nature, extend beyond the termination of the Agreement shall survive such termination and shall continue to be binding upon the Parties.
10.2 The Customer confirms reading and understanding the scope of the provisions hereof.
10.3 Interactio is entitled to change these Terms & Conditions unilaterally. The new version of terms and conditions becomes binding on the Customer ninety (90) calendar days after notification via email.
10.4 All other provisions or obligations not discussed in these Terms & Conditions, shall be governed by the provisions of the Agreement. In case of conflict between the Agreement and these Terms & Conditions, the latter shall prevail.
v. 2023-12-28.
