Terms and Conditions

These Terms and Conditions ("Terms") govern all sales of products and services by LedsCount Electronics FZCO ("LedsCount", "we", "us") to customers ("Customer", "you").

By placing an order, accepting a quote, or using our products and services, you agree to these Terms.

1. Definitions

• Hardware — physical products including LedsCount Go scoreboards, LedsCount Pro units (Go + Touch), LedsCount Stream cameras, pagers, base stations, and accessories.
• Platform — the LedsCount cloud service, including the admin dashboard, partner API, OTA firmware delivery, and supporting infrastructure.
• Subscription — the recurring service fees as detailed in the applicable quote or invoice (Platform fee, Scoreboard fee, Stream fee).
• Customer — the business or individual purchasing Hardware and/or Subscriptions.
• Quote — a written offer from LedsCount detailing Hardware, Subscriptions, and pricing.
• Order — Customer acceptance of a Quote, by signature, written confirmation, or payment.

2. Orders and Acceptance

2.1 Quotes are valid for 30 days from the date of issue unless stated otherwise.

2.2 An Order becomes binding when LedsCount confirms it in writing or upon receipt of payment, whichever comes first.

2.3 Orders cannot be cancelled once Hardware has been shipped. For Subscription cancellation, see Section 7.

2.4 LedsCount reserves the right to refuse or cancel Orders at our discretion before shipment, including for reasons of credit risk, suspected fraud, or inability to fulfil.

3. Pricing and Payment

3.1 All prices are quoted in Euro (EUR) and exclude VAT, customs duties, and shipping costs unless explicitly stated.

3.2 VAT is applied according to the Customer's location and VAT status:

• EU business customers with a valid VAT number: 0% (reverse charge)
• EU customers without a valid VAT number, and Spanish customers: Spanish IVA at the applicable rate
• Customers outside the EU: 0% (export)

3.3 Hardware is invoiced upon shipment, payable within 14 days unless otherwise agreed.

3.4 Subscriptions are billed annually in advance unless monthly billing is specifically agreed in the Quote.

3.5 Late payments accrue interest at 8% per annum above the European Central Bank reference rate, plus a fixed administrative fee of €40 per overdue invoice.

3.6 LedsCount reserves the right to suspend Platform access and Subscription services for accounts more than 30 days overdue.

4. Delivery

4.1 Estimated delivery dates are provided in good faith but are not guaranteed.

4.2 Risk of loss transfers to the Customer upon delivery to the carrier (Incoterms: EXW or FCA, as specified in the Quote).

4.3 Customers must inspect deliveries within 7 days and report visible damage or shortages in writing. Claims after this period may not be accepted.

4.4 If delivery is delayed by reasons within LedsCount's control beyond 60 days from the original estimated date, the Customer may cancel the affected portion of the Order and receive a refund for unfulfilled items.

5. Installation and Customer Responsibilities

5.1 LedsCount supplies Hardware and provides installation specifications, cabling diagrams, and remote support. Physical installation is the responsibility of the Customer.

5.2 The Customer is responsible for arranging:

• Qualified electrical installation including 24V power supply to each Pro unit, in compliance with local regulations
• Mounting hardware installation (LedsCount provides templates)
• Wired internet connectivity at each Stream camera location
• Any required permits or local approvals

5.3 LedsCount provides remote installation support by phone or video call during business hours (Central European Time, Monday–Friday, 09:00–18:00).

5.4 LedsCount is not liable for installation defects performed by third parties, including but not limited to incorrect cabling, improper mounting, or non-compliant electrical work.

6. Warranty

6.1 LedsCount warrants Hardware against defects in materials and workmanship for 24 months from the date of delivery.

6.2 Warranty claims are handled by repair or replacement at LedsCount's discretion. Return shipping for warranty claims is at the Customer's expense; return shipping after repair is at LedsCount's expense.

6.3 The warranty does not cover:

• Damage caused by improper installation, incorrect electrical supply, or use outside specified operating conditions
• Damage caused by accident, misuse, or unauthorised modification
• Cosmetic wear or damage that does not affect functionality
• Consumable components including batteries showing reduced capacity after extended use

6.4 Statutory rights under applicable consumer protection law are not affected by these Terms.

7. Subscription Terms

7.1 Subscriptions commence on the date specified in the Quote or upon activation of the Hardware, whichever is later.

7.2 Subscriptions automatically renew for successive 12-month terms unless cancelled in writing at least 60 days before the renewal date.

7.3 Annual Subscription fees are non-refundable. Mid-term cancellation does not entitle the Customer to a pro-rata refund except where required by applicable law.

7.4 LedsCount may adjust Subscription fees on annual renewal with at least 90 days written notice. Customers may cancel before the renewal date if they do not accept the new pricing.

7.5 Adding additional Hardware or Stream cameras during an active Subscription year is pro-rated to align with the renewal date.

7.6 LedsCount may suspend or terminate Subscriptions for material breach of these Terms, including non-payment, with 30 days notice (or immediately in the case of fraud, abuse, or activity that threatens the Platform's integrity).

8. Platform Service Levels

8.1 LedsCount aims to maintain Platform availability of 99% measured monthly, excluding scheduled maintenance and circumstances outside our reasonable control.

8.2 Scheduled maintenance will be announced at least 48 hours in advance where practical.

8.3 LedsCount does not guarantee uninterrupted Platform service. The Platform depends on third-party services including but not limited to cloud infrastructure providers, mobile carriers, and integrated partner platforms.

8.4 LedsCount is not liable for service interruptions caused by:

• The Customer's internet connectivity at the venue
• YouTube or other third-party platforms used for streaming
• Tournament software partners (Xporty, Vola, and others) and their availability
• The Customer's electrical infrastructure

9. Data Protection and Privacy

9.1 LedsCount processes personal data in accordance with applicable data protection law, including the GDPR for EU customers. Our Privacy Policy is available at ledscount.com/privacy.

9.2 The Customer is responsible for ensuring that any personal data of players, members, or other individuals captured through the Platform (including video streams) complies with applicable law, including obtaining necessary consents.

9.3 LedsCount acts as a data processor for personal data processed on behalf of the Customer through the Platform. A Data Processing Agreement is available on request from info@ledscount.com.

9.4 The Customer is solely responsible for the content of any YouTube livestream produced via LedsCount Stream, including obtaining consent from individuals appearing in the broadcast.

10. Intellectual Property

10.1 All intellectual property rights in the Hardware firmware, Platform software, designs, documentation, and branding remain the property of LedsCount or its licensors.

10.2 The Customer receives a non-exclusive, non-transferable licence to use the Hardware and Platform for the duration of the Subscription, for the Customer's internal business or personal use.

10.3 The Customer may not reverse-engineer, decompile, or modify the Hardware firmware or Platform software, except where permitted by mandatory law.

10.4 The Customer grants LedsCount a non-exclusive licence to use the Customer's name and logo for marketing purposes (such as listing as a reference customer), unless the Customer opts out in writing.

11. Limitation of Liability

11.1 To the maximum extent permitted by law, LedsCount's total aggregate liability under or in connection with these Terms (whether in contract, tort, or otherwise) is limited to the total amount paid by the Customer in the 12 months preceding the event giving rise to the claim.

11.2 LedsCount is not liable for indirect, consequential, or incidental losses, including but not limited to loss of revenue, loss of business opportunity, loss of sponsorship income, or loss of data.

11.3 Nothing in these Terms limits liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot be limited by applicable law

11.4 The Customer acknowledges that the LedsCount Platform is provided "as is" and that no guarantees are made regarding fitness for any specific tournament, broadcast, or commercial purpose.

12. Force Majeure

Neither party is liable for failure to perform obligations affected by events beyond reasonable control, including natural disasters, war, pandemic, government action, internet outages, or failure of third-party services.

13. Governing Law and Disputes

13.1 These Terms are governed by the laws of the United Arab Emirates as applied in the Dubai International Financial Centre (DIFC), without regard to conflict of law principles.

13.2 Disputes arising from these Terms with Customers established in the European Union are subject to the exclusive jurisdiction of the courts of the Customer's country of establishment. For other Customers, the DIFC Courts have exclusive jurisdiction.

13.3 The parties will attempt to resolve any dispute amicably before initiating legal proceedings. Either party may request mediation.

14. Changes to These Terms

14.1 LedsCount may update these Terms from time to time. The current version is available at ledscount.com/terms.

14.2 Material changes to these Terms will be notified to active Customers by email at least 30 days before taking effect.

14.3 Continued use of the Platform after the effective date of updated Terms constitutes acceptance of those Terms.

15. General

15.1 If any provision of these Terms is found unenforceable, the remaining provisions remain in full effect.

15.2 No waiver of any provision is effective unless made in writing.

15.3 These Terms, together with the applicable Quote and any signed agreements, constitute the entire agreement between the parties regarding the subject matter.

15.4 Communications relating to these Terms should be sent to info@ledscount.com.

LedsCount Electronics FZCO is registered in the IFZA Business Park, Dubai Silicon Oasis, Dubai, United Arab Emirates. Spanish VAT N0397373B · EORI ESN03973737.