General Terms

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1. Contract: These General Terms together with the Special Terms (where applicable) form the Services Agreement. Each Commercial Terms document once signed by Timescapes and the client stated in the Commercial Terms (“Client”) will form a separate contract (“Contract”) between the parties, which incorporates the terms of this Services Agreement.
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2. Term. This Agreement shall commence on the Contract start date, and continue in force for the term specified in the Contract unless terminated earlier in accordance with the terms of the Contract.
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3. Information.  The Client agrees to provide the information and/or services set out in the Contract (if any) in a timely manner as reasonably required by Timescapes.
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4. Fees and Payment.
   1. Timescapes will charge the Client for the Services in accordance with the Contract ("Services").  Fees set out in the Commercial Terms are expressed exclusive of applicable taxes. All amounts payable by the Client shall be paid without any deductions, deferment or set off, by the 20th of the month following the month of issue of Timescapes’ invoice or on the date(s) otherwise set out in the Commercial Terms. Late payment shall constitute a default, and the Client shall pay default interest on overdue amounts from the date payment falls due to the date of payment at the rate of 5% and in addition the costs of any actions taken by Timescapes to recover the debt.  If payment is not received by the due date, Timescapes may temporarily revoke the Client’s access to Timescapes Online Image Viewing Platform (“the Image Viewer”) until Timescapes receives the payment in full (including any default interest and costs mentioned in this clause). The use of the Image Viewer is subject to the terms of use available at https://www.timescapes.co/terms-of-use (“Website & Platform Terms of Use”).
   2. Timescapes reserves the right to revise the fees and rates in the Contract from time to time by giving the Client at least 30 days' written notice prior to any changes taking effect, provided that such changes do not come into effect (a) where the initial Contract term is less than 12 months, prior to the end of that initial Contract term; or (b) where the initial Contract term is 12 months or longer, prior to the first anniversary of the Contract Start Date as defined in the Commercial Terms. Any increases to the fees and rates under this clause shall be limited to once every 12 months and a maximum increase of 5% per change.
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5. Additional charges.
   1. Where Services are carried out on a time charge basis, Timescapes may purchase such incidental goods and/or services as are reasonably required for Timescapes to perform the Services. The cost of obtaining such incidental goods and/or services shall be payable by the Client. Timescapes shall maintain records which clearly identify time and expenses incurred.
   2. If any camera or other equipment required to be used to provide the Services (“Camera Equipment”) due to a renewal of the Contract, the Camera Equipment and any associated Services will continue to be charged at the same monthly rate as set out in the Commercial Terms.
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6. IP. Except as set out in clause 7 below, all intellectual property including copyright and all other property rights in all documents, data (including any insights from data), advice, information and other materials of any nature (including in electronic form), conceived, discovered, developed, made, perfected, improved, modified or altered by Timescapes in the course of performing the Services, whether:
   1. alone or in conjunction with the other party or any other parties; or
   2. capable of being patented or registered or not
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      shall be the absolute property of Timescapes, may be exploited or used by Timescapes in any manner in Timescapes’ absolute discretion, and shall not be used by the Client unless otherwise permitted by Timescapes in writing. The parties acknowledge that Timescapes does not accept commissions to create copyright works other than as provided for in clause 7.
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7. Transfer of ownership. Upon the Client making full payment with respect to the Services pursuant to this Agreement, all rights, title, ownership and the copyright to the final time-lapse videos (“Works”) are automatically transferred to the Client. Timescapes reserves the right to retain ownership of the Works and its copyright until full payment has been made by the Client.  The Client grants Timescapes an irrevocable licence to advertise the Client’s name and/or its logos either directly to a prospective client in person, on Timescapes’ website or other advertising material. Timescapes is entitled to keep a copy of the Works. The Client grants Timescapes an irrevocable perpetual licence to use, adapt, modify or otherwise make available the Works (whether to the Client or other third parties), including for (but not limited to) the purposes of marketing/advertising by Timescapes, Timescapes making the Works available to the Client after the provision of the Services by Timescapes (including securely online), and training, monitoring or product/service development by Timescapes.
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8. Ongoing Services. Ongoing Services. Upon completion or termination of the Services in accordance with any Contract, the Client’s access to the Image Viewer will cease after a period of 4 weeks from the date of removal of Camera Equipment from the location(s) as set out in the Commercial Terms (“Last Access Date”). Timescapes may agree at the Client’s request to extend the Last Access Date for a predetermined period. A set fee may be charged by Timescapes for access to the Image Viewer depending on the type of access required. Timescapes does not guarantee access or retention of any content related to the Works after the Last Access Date.
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9. Website and Platform Services. Timescapes provides services related to the Image Viewer (including operation of the Platform to facilitate the viewing and downloading of images, the preparation of time-lapse videos) to the Client, who has acces to create accounts for its employees, agents, and independent contractors or any other persons or organisations that the Client authorise to use the Image Viewer (“Individual Users”). The Client is fully responsible for all all activities that occur on the Client’s or its Individual User’s account, whether authorised by the Client or not. For the purposes of these terms and the Website & Platform Terms of Use, any act performed, or omission made on the Client or the Individual Users’ account will be deemed to be the Client’s act or omission. The Client will notify us immediately if the Client suspects the security of the Client or its Individual Users’ account has been compromised.
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10. Health and Safety.
    1. Timescapes has not and will not assume any obligation as the Client’s agent or otherwise which may be imposed upon the Client from time to time pursuant to the Occupational Health and Safety Act (“the OHS Act”) or the Workplace Safety and Insurance Act (the “WSIA”) arising out of this engagement. Timescapes and the Client agree that in terms of the Act, Timescapes or its representatives will not be responsible for the control of the workplace(s) at which the Services are provided.
    2. Subject to clause 10.1, all Services carried out by Timescapes will adhere to the OHS Act and the WSIA and any site-specific requirements.
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11. Privacy. The Client warrants that it complies with the Personal Information Protection and Electronic Documents Act and it has obtained the necessary consents and authorisations to allow Timescapes to process their employees, subcontractor’s or other third parties’ personal information in the course of providing the Services. By entering into the Contract, the Client agrees and shall procure that it’s employees and personnel agree to Timescapes’ Privacy Policy available at  https://www.timescapes.co/privacy-policy.
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12. Camera Equipment.  The Client acknowledges that:
    1. the Camera Equipment shall remain the property of Timescapes at all times;
    2. the Camera Equipment should not be moved, adjusted or tampered with, without Timescapes’ written permission;
    3. the Camera Equipment shall only be operated and used (as relevant) in accordance with Timescapes’ instructions and user manuals;
    4. the Camera Equipment is integrated with the Image Viewer and only operates with Timescapes software;
    5. image capture rate can be set at an interval chosen by the Client (maximum of  5-minute capture interval, provided in adverse weather conditions or overnight capture, the frequency of the image captures may need to be extended) as detailed in the Commercial Terms and that fast capture frequency will increase the likelihood of wear and tear.
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13. Delivery, Installation and Removal. If Leased Camera Equipment is to be installed, relocated or removed by Timescapes, the Client grants to Timescapes, or will procure that Timescapes is granted, an irrevocable right and authority to enter, and for Timescapes to bring vehicles and personnel at any time onto, the place where the Camera Equipment is to be used, installed or is located to deliver and/or remove Equipment as necessary during or on expiry or termination of the Contract.
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14. Mounting location.  The Client shall provide, or procure that there is, a suitable mounting location(s) for the Camera Equipment as approved by Timescapes in writing or in the number and location(s) as set out in the Commercial Terms. Any such mounting location(s) must be, within reasonable limitations, safe, secure and out of reach (>5m).  
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15. Camera Security.  The Client must take all reasonable steps to ensure that all Camera Equipment is secure from damage or theft, and permit Timescapes at all reasonable times by its agents, employees and officers to access to the Camera Equipment as per the Commercial Terms to view, inspect and maintain the Camera Equipment (as Timescapes deems necessary).  In the case of damage or theft of the Camera Equipment that occurs at the workplace(s) at which the services are to be provided (irrespective of whether the Client took all reasonable steps to prevent such damage or theft), the Client shall pay for all expenses and costs otherwise payable by Timescapes arising out of, or in connection with, claiming for the insurance on the damaged or stolen Camera Equipment including, without limitation, the amount of the insurance deductible of $1,000 CAD per camera (if applicable).
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16. Termination.  Except as set out in clause 16.a below, upon the expiry of the initial or renewal Contract term, the Contract will be automatically renewed for a one month term (and renewed monthly thereafter) unless either party gives the other written notice of its intent not to renew at least one month prior to the expiry of the initial term or the then-current term. The Contract will only end upon the receipt of returned Leased Camera Equipment by Timescapes (if any).
    1. A Contract may be terminated immediately by either party (“First Party”) giving notice in writing to the other party (“Other Party”):
       1. upon the Other Party committing any material breach of the Contract which is not capable of being remedied; or
       2. upon the Other Party committing any material breach of the Contract which is capable of being remedied and that breach is not remedied within 10 days’ written notice of the breach having given to the Other Party by the First Party; or
       3. upon the Other Party becoming insolvent; or
       4. upon an administrator, receiver or manager of any asset of the Other Party being appointed, or an order made or resolution passed for the liquidation of the Other Party.
    2. Timescapes may terminate any contract for cause on thirty (30) days’ notice if Timescapes’ determine that the Client is acting, or have acted, in a way that has or may negatively reflect on or affect Timescapes, its prospects, or its other clients.
    3. Suspension or termination of any Contract shall not prejudice or affect the accrued rights or claims and liabilities of the parties.
    4. The Client authorizes, and will procure that all relevant third parties (such as site security guards) will permit, Timescapes and its authorized agents to access the Client’s sites, mounting locations or such other locations where Camera Equipment may be located for the Services for the purposes of recovering the Camera Equipment on termination of the relevant Contract.
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17. Liability.  Timescapes shall not be liable to the Client or any third parties for any loss, damage, expenses or any other liability arising directly or indirectly from the performance of the Services by Timescapes pursuant to any Contract or the use of the Works by the Client or Timescapes.  To the fullest extent permitted by law, Timescapes excludes all warranties or conditions implied by statute, at law, by trade, custom or otherwise.  In particular, the Client acknowledges that at times Camera Equipment malfunction does occur and that this may be out of Timescapes’ control. Timescapes will respond and make every effort to fix the issue and return the Services to full working condition as soon as practicably possible.  Timescapes will not be liable for any loss, damage, expenses or any other liability that are a result of any Camera Equipment malfunction.
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18. Client’s liability. The Client covenants and agrees with Timescapes that the Client hereby assumes sole and entire responsibility for, and indemnifies and saves harmless Timescapes from, any and all claims, liabilities, losses, expenses, responsibilities and damages by reason of any claim, proceedings, action, liability or injury arising out of or as a result of:
    1. the Client’s use of the Works, any of the material, advice or other results of the Services provided by Timescapes;
    2. the Client's relations with the Client's customers and other third parties; or
    3. any breach of any Contract by the Client.
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19. Disputes.  If during the term of any Contract any dispute or difference arises between the parties, under or in relation to or in connection with the Contract or its subject matter, it shall, at the request of either party by written notice to the other, first be referred for mediation between the parties to an accredited mediator of the ADR Institute of Ontario.  Each party agrees to diligently and in good faith cooperate and participate in the mediation process making genuine attempts to find a solution acceptable to both parties. The costs of the mediator appointed pursuant to this clause shall be shared equally between the parties or as the mediator sees fit and in making such assessment the mediator shall take into account the merits of the parties’ respective positions and their compliance or otherwise with the spirit of this clause.
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20. Independent Contractor.  Timescapes enters into a Contract as an independent contractor and the parties expressly agree that no partnership, employment, joint venture or other relationship shall be implied into the terms of the Contract.
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21. Force Majeure. Timescapes will not be responsible for failure to carry out any obligation under a contract to the extent that the failure is directly caused by an event beyond Timescapes’ reasonable control that is not Timescapes’ fault, and Timescapes is not responsible for damages caused by delay or failure to perform obligations under the terms of this Agreement when the delay or failure is due to fires, strikes, floods, epidemics, pandemics, acts of God or the nation’s enemies, lawful acts of public authorities, or delays or defaults caused by common carriers, which cannot reasonable be foreseen or provided against (a “Force Majeure Event”). Notwithstanding the foregoing, the Parties agree that the current Covid-19 pandemic affecting Canadian business and travel has presented increased challenges in conducting business; nevertheless, the Parties shall use their best and reasonable efforts to perform their obligations under this Agreement but should laws or accepted health expert guidance change resulting in further travel restrictions, workplace restrictions, business restrictions, etc, or there are further outbreaks, or other issues affecting each or either Party’s ability to perform their obligations under this Agreement then such Party shall not be responsible for damages caused by such delay or failure to perform obligations under this Agreement.
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22. Notice. Every notice shall be in writing and must be delivered by hand, post or email to the addresses set out in the Parties section of the Commercial Terms, or to such other address as the addressee may designate by notice in writing to the other party. Every notice sent by hand is served when delivered, by post is served 3 working days after the posting by prepaid post; and by email when it is transmitted without “bounce-back” or other error message, provided however that any notice given after 5.00 pm, or on a day which is not a working day, shall be deemed to be given at 9.00 am on the next working day.
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23. Variation.  No variation of any Contract shall be valid unless confirmed in writing by both parties.
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24. Assignment.  The Client shall not assign any rights, duties or obligations under any Contract without the prior written consent of Timescapes.
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25. Non Waiver.  No failure to exercise and no delay in exercising any right under any Contract shall operate as a waiver of that right nor shall any single or partial exercise of any right preclude any further or other exercise of that right or any other right.
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26. Further Assurance. The Client agrees that at any time, and from time to time, upon written request of Timescapes, the Client will promptly and duly execute and deliver to Timescapes any and all such further documents as Timescapes may reasonably require for obtaining the full benefit of any Contract.
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27. Entire Agreement.  The provisions of any Contract constitutes the entire agreement between the parties with respect to their subject matter and supersedes all previous understandings, arrangements, agreements and communications, whether verbal or written, between the parties or their advisers.
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28. Precedence.  The following decreasing order of precedence will apply in case of conflict between the parts of the Contract:
    1. Commercial Terms;
    2. Special Terms;
    3. General Terms; and
    4. Image Viewer Terms of Use.
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29. PPSR.  Without limiting the acknowledgement in clause 12a, the Camera Equipment are subject to a continuing security interest in favour of Timescapes for the performance of the Client's obligations under any Contract from time to time (“Security Interest”).  Further:
    1. The Client acknowledges that Timescapes may, at Timescapes' cost, register its Security Interest in the Camera Equipment, and all of the Client's present and future rights in relation to the Camera Equipment, on the Personal Property Securities Register established under the Personal Property Securities Act, R.S.O 1990 (“PPSA”).  The Client shall do all things and provide all information as Timescapes may require for the purpose of securing to Timescapes the Camera Equipment and the performance of all of the Client’s obligations under any Contract, and for the purpose of ensuring that Timescapes has a perfected first ranking Security Interest in the Camera Equipment and any proceeds.  The Client shall not change its name or other details without first notifying Timescapes in writing at least 14 days before such change takes effect.
    2. The Client will not permit to exist or attach any other security interest in relation to the Camera Equipment.
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30. Canadian law. Any Contract is governed by the law of the Province of Ontario and the federal laws applicable therein, and the Parties submit and attorn to the exclusive jurisdiction of the courts in Ontario with respect to all matters arising from or related to any Contract, and all amounts are payable in Canadian dollars.
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31. Counterpart.  Any Contract may be executed by facsimile, PDF, or other electronic signature, and in two or more counterparts, each of which shall constitute an original and all of which when taken together shall be considered one and the same instrument and shall give any Contract binding and legal effect.
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32. Timescapes Product Care.  The Client may opt for Timescapes Product Care for a specified period set out in the Commercial Terms. Where Timescapes Product Care is purchased by the Client, conditional on punctual payment of Timescapes Product Care by the Client (in the manner contemplated under clause 4 of the General Terms (Fees and Payments), Timescapes shall remedy any faults or failure of the relevant Camera Equipment that occur during the selected Timescapes Product Care period by:
    1. replacing the individual lens or camera body that is defective; or  
    2. conducting a full replacement of relevant Camera Equipment,
       
       as soon as reasonably practicable provided that the faults or failure of the relevant Camera Equipment are those that are covered by, or  would have been covered by, the Warranty (Camera Purchase Terms, clause 3).

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Camera Purchase Terms

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Where the Client elects to purchase the Camera Equipment under the Commercial Terms (“Purchase Option”), the following terms apply.
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1. Payment.  The Client shall pay the purchase price specified in the Commercial Terms. Where immediate payment is required, Timescapes is not required to perform any Services pursuant to the Contract until the purchase price has been paid in full.
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2. Delivery and Acceptance.  Camera Equipment purchased under the Commercial Terms shall be deemed to have been delivered and accepted by the Client upon delivery to the delivery location agreed in the Commercial Terms or collection of the Camera Equipment by the Client.
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3. Warranty.  Timescapes warrants that if any defect in the Camera Equipment becomes apparent and is notified in writing to the Timescapes (within twelve (12) months of the earlier of the acceptance date or date of initial installation) then Timescapes will repair the defect, replace the Camera Equipment or refund the purchase price (at Timescapes’ sole discretion) (“Warranty”). However, the Warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
   1. failure on the part of the Client to follow any instructions or guidelines provided by Timescapes in relation to the installation or maintenance of the Camera Equipment (including any instructions from manufacturers of parts); or
   2. any use of the Camera Equipment otherwise than for via Image Viewer or any software or application specified in the Commercial Terms; or
   3. the continued use of the Camera Equipment after any defect becomes apparent or would have become apparent to a reasonable user; or
   4. fair wear and tear, or intentional or negligent damage or tampering of the Camera Equipment by the Client, or a Force Majeure Event.
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4. Undertakings.  The Client undertakes the following:
   1. Business use: The Camera Equipment shall be used for business and commercial purposes which the Services cover and not for any other purpose (including for consumer needs or services), and the parties acknowledge that provisions of the Consumer Protection Act 2002 will not apply to the fullest extent permitted by law.
   2. Timescapes’ Image Viewer: The Camera Equipment shall not be used with any software except with the Image Viewer or such other software or applications made available or developed by Timescapes.
   3. Damage: In the case of damage or theft of the Camera Equipment that occurs at the workplace(s) at which the Services are to be provided (irrespective of whether the Client took all reasonable steps to prevent such damage or theft), the Client shall, at the Client’s cost, engage Timescapes to procure and install a replacement camera, to enable Timescapes to continue its services under the Contract, and acknowledges that any delay or interruption to the provision of Services due to such damage or theft does not constitute any breach of the Contract by Timescapes.
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5. Acknowledgements.  The parties acknowledge the following:
   1. No additional charges: Clause 5.b of the General Terms (Additional Charges for Camera Equipment) does not apply.
   2. Insurance: Notwithstanding clause 15 of the General Terms, the Client is solely responsible for insuring the Camera Equipment and Timescapes is not obliged to insure the Camera Equipment.
   3. Ownership and risk: Notwithstanding clause 12.a of the General Terms (Camera Equipment), full ownership of the Camera Equipment (being both legal title and equitable ownership) will pass to the Client upon Timescapes’ receipt of the full purchase price, provided that the risk in the Camera Equipment will pass to the Client upon the earlier of the acceptance of the Camera Equipment and the initial installation of the Camera Equipment as part of the Services.
   4. Access: Clause 16.d of the General Terms (Authority to access Client sites) applies with necessary modifications where the Client defaults in paying the purchase price for the Camera Equipment.
   5. Third party warranties: Except as provided for in the Warranty and to the fullest extent permitted by law, Timescapes is not liable for any defect in the Camera Equipment which are supplied and/or manufactured by a third party and the Client will be only be entitled to such rights as Timescapes receives under any warranty given by the supplier and/or manufacturer in respects of cameras and/or components (or any part thereof) and only to the extent that Timescapes is able to reasonably enforce and pass on the benefits of those warranties to the Client.
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6. Timescapes Product Care.  In addition to the Purchase Option, the Client may opt for Timescapes Product Care for a specified period set out in the Commercial Terms. Where Timescapes Product Care is purchased by the Client, conditional on punctual payment of Timescapes Product Care by the Client (in the manner contemplated under clause 4 of the General Terms (Fees and Payments)), Timescapes shall remedy any faults or failure of the relevant Camera Equipment that occur during the selected Timescapes Product Care period by:
   1. replacing the individual lens or camera body that is defective; or  
   2. conducting a full replacement of relevant Camera Equipment,
      
      as soon as reasonably practicable provided that the faults or failure of the relevant Camera Equipment are those that are covered by, or  would have been covered by, the Warranty (clause 3).
7. Cancellations.  Except as set out in this clause, the Client is not entitled to return the Camera Equipment or cancel its purchase for any reason. The Camera Equipment will be deemed accepted by the Client unless the Client notifies Timescapes in writing of any genuine, non-vexatious or frivolous defects, errors or discrepancies within seven days following initial installation, provided that Timescapes is given a reasonable opportunity to investigate the claim and confirms such defect, error or discrepancy (acting reasonably). Timescapes at its absolute discretion may allow the Client to return the Camera Equipment.
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8. Limited Liability. Clauses 17 and 18 of the General Terms (Liability and Client’s liability) apply with necessary modifications, except in  relation to the Warranty.

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These terms were last updated on 30 May 2024.