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.
2. Definition
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).
9. Subcontractors
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
Personal data obtained by the Company from Customer shall be
held & processed in accordance with all applicable laws and
consistently with the Company’s Privacy Policy. The Company
may share such personal data with other the Company
entities, agents, or subcontractors performing services for
the Company. The Company may also transfer personal data to
affiliated companies or agents or subcontractors which may
be outside the European Economic Area (EEA), in which case
the Company will ensure adequate protection to safeguard
personal data. Customer consents to the processing of
Customer’s personal data in accordance with the above.
17. Confidentiality
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.
18. Notices
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.