Terms & Conditions
CoverJock UK Limited. Latest Version January 2015
1. What is this Document?
This document (the “Conditions”) forms part of an agreement between CoverJock UK Ltd (“The Company”) with business offices at Unit 5 Shaw House, Wychbury Court, Two Woods Lane, Brierley Hill, West Midlands, DY5 1TA, United Kingdom & you, the Customer
These Conditions together with the Purchase Order and License agreement form the whole of the Company’s “Agreement” with Customer in respect of the Products and Services herein being purchased. The Agreement is a binding document & Customers should ensure that they understand it.
Any changes or modifications to these Conditions must be in written form and signed by an authorised representative of both Parties.
Any other third party products or services described during the sales negotiation are supplied by the relevant third party and subject to that third party's terms and conditions. Even where third party products or services are co-branded by Company, Company does not endorse them, warrant the accuracy of third party information about those products or services, or warrant the quality or suitability of those products or services for Customer’s use.
Customer; The company specified on the Purchase Order as the ordering entity
Description: a document referred to in the Purchase Order forming part of the Agreement which describes a Product or Service that Customers may purchase from The Company;
IPR: “Intellectual Property Rights”, patents, trade marks, registered designs, & applications for same, copyright, design rights, know-how, trade & business names & any other similar protected rights in any country;
License: a “click thru” agreement governing the specific conditions relating to the customer software programmes included as part of the Products that must be accepted as part of the installation of the Products.
Purchase Order: request by Customer to purchase Product or Services from the Company;
Order Confirmation: written acceptance by the Company of Customer’s Order;
Price: the total charge for Products &/or Services payable by Customer to the Company;
Products: are the products to be provided by the Company in accordance with this Agreement as defined in the Purchase Order Description and accepted by the Company by signature of this document.
Services: are the Services to be provided by the Company in accordance with this Agreement as defined in Purchase Order Description that are accepted by the Company by signature of this document.
3. General Conditions
Product hardware and software, included in the purchase order, is selected from the Descriptions and quotations provided to Customer by Company.
Continued use of the Product requires a fee to be paid monthly by Customer to Company. In the event that Customer does not pay the monthly fee then authorised usage of the Product will cease.
Company may submit, as defined in the Product documentation, requests for voice recordings. Company will endeavour to return these to Customer via features in the Product in a finalised form as quickly as possible, however, makes no guarantees’ that new voice recordings will be delivered in a certain timeframe.
30 Day Money Back Guarantee (“Guarantee”) - If Customer finds Product is not suitable for their needs within 30 days Company will provide Customer a 100% refund on Product software included in the Purchase Order. The Guarantee does not relate to any hardware (including, but not limited to, computer PC or Tablet computer, internet dongle, memory stick, wireless router) that is included in the purchase order or used as part of Product. To receive a refund, Customer must adhere to the following conditions:
• Customer must store sufficient music and voice-overs to operate your club normally
• Customer must use 'CoverJock Auto Pilot DJ' at least 5 times within 30 days
• Customer must notify Company in writing of your intention to claim the refund offered as part of the Guarantee, within 30 days of installation of the Product.
Product requires a permanent connection to the internet to operate properly. Customer must ensure that the product remains connected to a suitable internet connection at all times. In the event that the Product is disconnected from the Internet Customer must notify Company of a reason for the disconnection within 2 business days and reconnect the Product to the Internet within 5 business days otherwise the authorised usage of the product will cease.
A suitable wireless network is required in the location in which the Product will operate. The computer will connect to the tablet “Remote Control” in order for the Product to operate effectively. Customer should note that wireless networks have limited ranges (distance) and their operation is degraded by factors such as interference. The Product will not operate correctly when the “Remote Control” is not in continual connection with the computer via a wireless connection.
A suitable AC power source is required to be provided by Customer to operate the computer systems on which the Product operates. The tablet computer contains a battery and it is the responsibility of the Customer to ensure that this is recharged regularly. The company accepts no responsibility for the failure of the product to operate in the event that the tablet computer battery is depleted of power.
The computer systems that are used to operate the Product are electrical and should be treated with the same care as other electrical items. Do not allow liquid near or on the computer system and avoid dropping or bumping the computer systems. Customer is advised to ensure that they have appropriate separate accidental damage insurance in pace for all customer systems utilised as part of Product. Replacement “Remote Controls” may be purchased from Company at prices that are available from Company on request.
If the Customer is based in the UK then Customer is required to complete a standing order instruction in favour of Company to pay for the monthly usage fees. Details of the standing order instructions are available from Company on request. All other Customers are required to complete a PayPal Subscription in favour of Company unless the Parties agree otherwise.
Documentation is provided with the Product to assist in Customer’s usage of the product. While every effort is made to ensure that this documentation is accurate no guarantee is made that it is either complete, up to date or accurate. Customer is requested to contact Company in the event of incompatibilities between the documentation and the Product.
The site survey form, included as part of this Purchase Order document, must be completed by each Customer and submitted with the Purchase Order.
4. Quotations/Orders and Changes
The Company quotations are valid only if in writing & for 30 days after the quotation date, unless otherwise stated in the quotation.
All Orders for Products &/or Services shall be regarded as an offer by Customer to purchase Products &/or Services under the terms of this Agreement.
The Company retains the right to alter the monthly charge after a period of no less than 12 months; the Company will give 30 days notice to Customer in writing.
The Company accepts Customer’s offer to purchase under this Agreement & makes a binding Agreement by issuing an Order Confirmation.
5. Price and Payment
The Price that Customers have to pay will be shown on the Company’s quotation and invoices. The fees to be paid by Customer to the Company for preparation of the Products & Services are set forth in the Purchase Order. Payment provisions are also set forth on the Purchase Order, however, if not present all fees are due within 30 days of the date of the Purchase Order. Fees set forth on the Purchase Order are exclusive of taxes and Expenses, unless explicitly stated.
In the event of payments as defined in the Purchase Order are not received when due, the Company reserves the right to add an interest charge to any outstanding payments to accrue daily throughout the month or any part thereof and to be charged monthly for each day’s delay. The rate of interest shall be up to but not exceeding 3.5% per month above the current prime rate. In addition, in the event of late payment, the Company may (without prejudice to any other right or remedy available to it) suspend work under these Conditions until payment in full thereof has been made.
Expenses: Unless otherwise specifically provided in the Purchase Orders, all prices set forth in such Purchase Order(s) are exclusive of expenses. “Expenses” means payments made by Customer to cover accommodation, travel, subsistence, shipping, import duties, telecommunications costs (including without limitation, long distance calls and faxes) courier charges and other costs incurred by the Company employees in performing their duties, as set forth in the Description. All Expenses relating to this Purchase Order will be agreed in writing by Customer and Company in advance of them being incurred unless specifically stated on the Purchase Order. The Customer shall pay the Company, in addition to the quoted prices, all Expenses incurred by the Company employees in performing the work called for in an accepted Purchase Order. Out of pocket Expenses shall be billed to the Customer at the Company actual cost, without mark-up. Per Diems or other allowances shall be billed at the Company standard rates (as the same are published from time to time) unless otherwise expressly set forth in the Purchase Order(s). the Company agrees to invoice the Customer for Expenses on a monthly or other periodic basis. Customer acknowledges that certain Expenses (such as long distance calls, Federal Express, etc) may track through the Company accounting system on a delay basis and may be invoiced after completion of the Services. Unless otherwise noted in the invoice, Expenses are payable within thirty (30) days after receipt of the invoice.
6. Acceptance of Products
Customer should notify the Company promptly: following delivery of any missing, incorrectly delivered, incorrect specification, or otherwise not as ordered Products or Services. If considered valid by the Company then the Company shall perform any modification necessary and will suspend the payment terms by as many days as required to perform the necessary modifications.
7. Changed Conditions; Additional Work; Amendments To Agreement
Changed Conditions. If in the reasonable opinion of the Company, project conditions have been discovered which were not contemplated by or known to the Company at the time the Purchase Order was made, and if such changed conditions require the pricing, payment schedule or Description to be modified, the Company shall provide written Notice to Customer within five (5) days of the event giving rise to such opinion, stating the basis for the Company opinion, and requesting that Customer negotiate with the Company towards an amendment to the Purchase Order. If negotiations relating to changed conditions do not result in an amendment acceptable to both parties, the Company may continue to perform its work under the Purchase Order, in which case the Company shall be entitled to an equitable adjustment of the time and/or compensation payable there under.
Additional Work. If in the reasonable opinion of the Company, Customer has directed the Company to perform additional work not provided for or contemplated by the Purchase Order(s) (Additional Work), the Company shall provide Notice to the Customer within five (5) days of the event giving rise to such opinion, stating the basis for the Company opinion, and requesting that Customer negotiate with the Company towards an amendment to the Purchase Order(s). The Company and Customer shall promptly and in good faith enter into negotiation of an amendment to the Purchase Order(s). If negotiations relating to Additional Work do not result in an amendment acceptable to both parties, the Company shall not be obligated to perform the Additional Work, but shall be required to continue to perform the work originally contemplated by the Agreement. Notwithstanding anything else contained herein, the Company shall be entitled, at their sole discretion, to rely upon any oral authorization or written direction signed by a representative of Customer which acknowledges that any services constitute Additional Work (or which directs the Company to perform Additional Work) even though such oral authorization or written direction may not fulfil the formal requirements of this Agreement regarding amendments to the Agreement(s). Customer has no right under this Agreement to rely on oral representation from the Company.
8. RESPONSIBILITIES OF CUSTOMER
Customer shall provide, prior to the implementation of the Product or Services beginning the site survey questionnaire duly completed and full information regarding requirements for the Services, and shall furnish such information as expeditiously as necessary for the orderly progress of the Company work.
Customer shall render decisions in a timely manner pertaining to documents or other matters submitted to Customer by the Company in order to avoid unreasonable delay in the orderly and sequential progress of the Company work on the Services.
Customer shall provide the Company employees and Subcontractors with access to the Customer’s facilities, Computer systems (“Hardware”) and other systems in order for the Company to perform its work under the Purchase Order(s).
Customer shall give prompt Notice to the Company, whenever Customer observes or otherwise becomes aware of any defects or suspected defects in the Company work or other developments that may affect the scope of the Company work or its ability to complete the same in accordance with the time frames and other requirements set forth in the Purchase Order(s).
The Company may elect to use subcontractors to complete portions of the Services, or to provide supplies and equipment to be used in connection with the Services. Customer agrees to permit the Company to select and retain subcontractors based on capability and/or past performance.
10. Warranties & Provision of Services
Support for Products, during the term of this agreement, shall consist of telephone and remote diagnostics support from the Company to Customer, to resolve deficiencies in the operations of the Products identified by Customer to cause Products to perform in accordance with the Description.
Products & Services sold will correspond to their Description and License.
Customers must satisfy themselves as to the suitability of the Description for their needs. The Company does not warrant fitness for any particular purpose. Fitness for use in any particular manner or environment must be agreed in writing with the Company prior to purchase.
Company do not accept responsibility for any use of or reliance on the Product or for any disruptions to or delay in the performance of the Product. As the user You acknowledge that Product is provided in "as is condition", without an express or implied guarantee of any type and to the maximum extent permitted by applicable laws, neither Company nor copyright holders provide any express or implied representations or guarantees, in particular no sales guarantees or suitability for a specific purpose. No guarantee from Company or any other party exists that the functions contained in Product will comply with your requirements or that software operation will be smooth and free of errors. You assume full liability and risk for selection of Product to achieve results intended by You and for the installation, use and results that You will achieve with Product. You assume total responsibility for establishing such procedures for data back up and virus checking as you consider necessary
Company do not accept responsibility for any third party computers, equipment or other components (“Third Party Equipment”), not supplied by Company, that Customer may use in connection with Product. No guarantee from Company or any other party exists that the Product will function correctly with Third Party Equipment and failure of Third Party Equipment to operate correctly is soles the responsibility of the Customer.
Except as expressly provided herein, no warranty, express or implied, as to the condition, quality, performance, merchantability, or durability of Products or Services is given or assumed by the Company & all such warranties are hereby excluded.
11. Force Majeure
Force Majeure. Neither party shall be liable for a failure to perform its obligation hereunder where such a failure results from causes beyond its reasonable control.
Neither party is responsible for non-performance in case of circumstances beyond its reasonable control (“Force Majeure”) including without limitation, strikes by non the Company employees, terrorist acts, war, exchange fluctuations, governmental or regulatory actions, natural disasters, severe weather, unforeseeable transport or production problems affecting companies that supply the Company.
If the Force Majeure event lasts longer than 90 days, prior to initial installation of the Products, then the Company shall have, at its exclusive option, the right to terminate the Agreement by providing notice in writing to Customer & returning all sums paid by Customer for the software part of the Products under the Agreement. No compensation to Customer will then be due in these circumstances.
12. Limitation On Liability
Limitation on Liability. CUSTOMER AGREES THAT COMPANY’S LIABILITY ARISING OUT OF CONTRACT, NEGLIGENCE, PATENT INFRINGEMENT, STRICT LIABILITY IN TORT, UNDER WARRANTY OR UNDER ANY OTHER THEORY OF LEGAL LIABILITY, SHALL NOT EXCEED ANY AMOUNTS PAYABLE BY CUSTOMER FOR THE SERVICES BEING PROVIDED HEREUNDER.
Written Warranties Exclusive. No officer, employee, agent or representative of the Company has the authority to bind the Company to any oral representation or warranty, and the only warranties extended are those written warranties set forth in this Article. Any representation or warranty not expressly contained in this Agreement or a duly executed subsequent modification to this Agreement shall not be enforceable by Customer.
CONSEQUENTIAL AND ECONOMIC LOSS. Notwithstanding anything to the contrary in this Agreement, the Company shall not be liable for any consequential or economic loss resulting from the provision of the Services or the use by the Customer of any the Company Product or of any Deliverable supplied under this Agreement
MONETARY LIMIT. Subject to sub-Clause below (“Exception”) of this section the liability of either party hereunder (excluding interest) shall be limited to the total fees(s) paid or payable under the prevailing Purchase Order hereunder.
TIME LIMIT. Subject to sub-Clause below (“Exception”) of this section no action or claim, whether in tort or contract arising out of this Agreement, may be brought by either party more than two years after the cause of action or claim has arisen or in the case of non-payment, more than two years from the date of the last payment or the date the payment in issue became due whichever shall be the later.
EXCEPTION. Provided, however, that none of the exclusions or limitations in this Clause shall apply to a claim against either party for personal injury or death caused by the negligence of that party, its employees or agents or for claims related to patent and/or copyright infringement.
13. Intellectual Property & Software
In addition to IPR and copyright statements found in the License for the Products, the Company retains all the Company-owned IPR in Products. Customer must notify the Company immediately of any infringing or unauthorised use of Product or IPR in it.
If the Services are in the form of voice recordings, changes, modifications or enhancements (“Deliverable”) to the Products for which the Customer already holds a licence, then the Customer is granted non-exclusive rights to use the Deliverable to the extent and in locations permitted by that Licence, unless otherwise stated elsewhere in this Agreement.
If the Deliverable is in the form of discreet standalone new code, not in the form of changes, modifications or enhancements to the Products, then the Customer is granted perpetual non-exclusive rights to use the Deliverable. Notwithstanding the above, the Company will be free to use, for any purpose, any ideas, concepts, know-how, software code or techniques contained within the Deliverable.
14. Music, Videos, Files and other third party components (“Content”)
Customer will or Company on behalf of Customer will import music, files and videos (“Content”) into Product. The Content must be in one of the formats supported by Product, a complete list of which is available upon written request to Company and will vary form time to time.
Customer will not import into Product any Content that Company know, or reasonably should know, cannot be legally used in such manner.
Customer will not import, transfer, stream, or otherwise make use of Content that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not limited to, copyright or trademark laws (or by rights of privacy or publicity) unless Customer owns, legally licenses or controls the rights thereto or have received all necessary consents to do the same.
Company allows Customer to import Content for use in connection with Product. For Content You import (add, enter or load) in to Product, You grant Company permission to; use, copy, transmit, publicly display, publicly perform, reproduce, edit, modify, translate and reformat in connection with Product. Company will not pay You for Your Content. Company may remove or block importation of your Content at any time. For each Content, You represent that You have all rights necessary for You to make the grants in this section.
Company may, from time to time, load (add, copy, etc) Content onto Customer’s computer for use exclusively in testing of the Product by Company or other support activities performed by Company. Such content remains the copyright of the author and no license to use, reproduce, modify or hold this Content is passed from Company to Customer. Such Content will be deleted from Customer’s computer by Company upon completion of the activities requiring its use, however, in the event that Company is unable, for whatever reason, to delete this Content after its designated use then Customer must ensure that it is removed from Customer’s computer and deleted from any backup copies at their earliest convenience without making further use of the Content.
15. Content Imported into Product
Customer acknowledges that Company has no obligation to monitor Content that You will import into Product. Company shall have the right (but not the obligation) in their sole discretion to refuse, move or remove any Content that is available via Product that violates this Agreement or is otherwise objectionable. Company does not approve or endorse any Content used, imported or maintained by Customer on the Product, and does not accept any liability in respect of Information, it’s accuracy or how up to date it is. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. Company imports Content, provided by You “as is” and cannot confirm that this Content is free from Viruses, Spyware or other types of malware, it is recommended and Your responsibility to make arrangements to run a separate and suitable anti-virus program on all Information imported into Product.
16. Data Protection
Each party must treat all information received from the other which appears to be confidential as it would treat its own confidential information generally, but at least, with no less than a reasonable degree of care.
Notices hereunder will be in writing and sent via recorded delivery or by courier to the address of the respective party as above written.
19. Term and Termination
Commencement. The term of this Agreement shall commence upon acceptance by the Company and Customer of a Purchase Order.
Renewal. For the purposes of Products, including Support, this Agreement is intended to continue for a minimum of twelve (12) months after commencement and shall be automatically renewed for subsequent 12 month periods unless terminated in accordance with the provisions of this Agreement or by 30 days notice of non-renewal by Customer. For other Services the Agreement remains in force until all Services are complete.
Either party may terminate this Agreement if the other:
commits a material or persistent breach of these Conditions; &
fails to remedy such breach within 30 days of written notice being given to it by the other part requiring a remedy.
the Company may terminate this Agreement with immediate written notice if Customer:
fails, without good reason, to pay the total amount due on time; or
fails, for any reason, to pay the total amount due on time on at least 4 occurrences; or
breaches or the Company reasonably suspects Customer has breached any provision of this Agreement.
Either party may terminate if the other becomes insolvent or bankrupt or is unable to pay debts as they fall due.
The following clauses of these Conditions shall survive any termination or expiration of these Conditions & shall continue to bind the parties & their permitted successors & assigns: clauses 5, 11, 12, 13, 14 & 17.
20. Assignment & Subcontracting
The Company may assign, subcontract or transfer its obligations or rights to a competent third party in whole or in part. Customers may do so only with the Company’s written consent.
21. Law & Jurisdiction
This Agreement is to be interpreted in accordance with English Law. English courts shall have exclusive jurisdiction.
If any part of these Conditions are found to be unenforceable by a court, the rest are unaffected. All notices must be in writing & sent to a legal officer of each party, at the address provided on the invoice.