Software and Business TERMS AND CONDITIONS
1.1. In these Conditions unless the context otherwise permits:-
“Authorised Representative” means a person whose job title is that of Director, Senior Director or Managing Director.
“Customer” means the person, firm, company, entity or organisation with whom The Company contracts for the sale of products and/or supply of Services.
“the Conditions/ these Conditions” means the standard terms and conditions of sale set out in this document or such replacement standard terms and conditions as are in force at the date of the Contract and which at that date appear on The Company web site at and any other website owned by The Company and/or which are available on request from The Company .
“the Contract” means any contract for the purchase and sale of other supply of Products and/or the supply of Services by The Company to a Customer.
“Products” means any Products (including, for the avoidance of doubt, software and instalments of the Products or any parts of or for them) sold by The Company to a Customer.
“Services” means any services supplied by The Company.
1.2. The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.3 We reserve the right to make changes to any Services, policies, terms and conditions including these Terms and Conditions, and Service Terms at any time. You will be subject to the terms and conditions, policies and Conditions of Use in force at the time that you use the The Company services. If any of these Conditions of Use is deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining condition.
2. BASIS OF SALE
2.1. All Contracts between The Company and a Customer shall be governed by these Conditions to the exclusion of any other terms and conditions including without limit any terms on or referred to in any purchase order. It is the Customer’s responsibility to be aware of the Conditions as current from time to time. The customer’s acceptance of these conditions shall be made (in respect of the first Contract and all subsequent Contracts) either by (1) Customer providing a purchase order to The Company or (2) Customer accepting Products or Services from The Company whichever occurs first.
2.2. No variation to these Conditions shall be binding unless agreed by letter signed by an Authorised Representative of The Company.
2.3. No employee or agent of The Company other than an Authorised Representative has any authority to make any representation at all concerning Products or Services and an Authorised Representative has no authority to make such representation other than by letter (an “authorised representation”) and accordingly customer agrees that in entering into any Contract it does not rely on any unauthorised representation and Customer agrees it shall have no remedy in respect of any unauthorised representation (unless made fraudulently).
3. CUSTOMER IDENTIFICATION
3.1. In placing an order Customer may utilise one or a combination of account name, password, customer code or customer identification.
3.2. Customer agrees that Customer is entirely responsible for use of Customer’s Identification and that it is Customer’s responsibility to have in place security measures and procedures to ensure use of its Customer Identification only by authorised personnel for authorised purposes.
3.3. Customer agrees that The Company is entitled to rely absolutely on any orders placed on The Company, which have utilised Customer’s Identification, and to deliver as directed by such orders and invoice and be paid in respect of such orders.
3.4. The Company has the right to accept or decline any purchase order submitted by Customer.
4. The Company INFORMATION
4.1. All Product pricing, description, availability and related information (“Information”) provided by The Company, in any form, is the property of The Company or its vendors. The Company hereby grants Customer a limited, non-exclusive, non-transferable license to use the Information for its internal use only for the purpose of Customer’s purchases and sales of Products sold by it to The Company. The Company shall be entitled to stop the provision of Information at any time without notice. Customer agrees to hold in confidence and not to directly or indirectly use, reveal, report, publish, disclose or transfer to any other person or entity any of the Information or utilise the information for any purpose except as permitted herein. The Company makes no warranty, either express or implied on the information or its accuracy. All Information is provided to purchaser “as is.” Specifically but without limitation Customer is not entitled to utilise Information for any purpose other than in the normal course of business of a Reseller and is not entitled to use, reproduce or display the Information in any way, which in The Company’s opinion; (1) would enable it to be identified as information obtained from The Company (2) would enable comparison of the Information with other suppliers information relating to products or (3) could be damaging to The Company’s business interests.
5. ORDERS AND SPECIFICATIONS
5.1. The Customer shall be responsible to The Company for ensuring the accuracy of the terms of any order.
5.2. The Company reserves the right to make any changes in the specification of the products, which are required to conform to any applicable safety or other statutory requirements.
5.3. No order, which has been placed by Customer, may be withdrawn or cancelled by Customer except with the agreement by letter, fax or email of an Authorised representative of The Company.
5.4. Notwithstanding any other terms of these Conditions it is agreed that the provision or display of Product pricing and other Information (as defined in clause 4.1) by The Company to Customer does not amount to an offer by The Company to sell such product at that price or on any other terms. Supply of such Information is only an invitation to treat. An order by the customer for Product or Services shall be the offer.
5.5 The Company reserves the right to cancel any orders placed by the customer at any time.
5.6 All orders with paid deposits must be collected and balance fully cleared within 60 days of invoice date. Orders failed to be collected or balance fully cleared will result in forfeit of deposit and the invoiced item will be sold off. Deposits will not be refunded. Full payment maybe received and your item can be stored for an additional 60 days, after this the cost of £100 plus VAT per week will be charged for storage.
6. PRODUCTS AND PROMOTIONS
6.1. All prices are subject to change without notice and subject to the provisions of clause 6.2. All prices will be established at the time the order which gives rise to a Contract is received by.
6.2. If Customer agrees to place an order for Product not available at the time of order (a “Backorder”) such order shall be irrevocable and be deemed to be for the product at the price established at the time the Backorder is taken or confirmed plus any increase charged by The Company due to increase of its suppliers price to The Company or direct costs to which The Company becomes subject (including without limited costs resulting from currency fluctuation). The Company shall only increase its price by such levels is necessary to maintain its percentage margin at the same level as would have resulted from sale at the price prevailing at the time the Backorder was placed.
6.3. Unless otherwise agreed by letter by an Authorised Representative of The Company all prices exclude the cost of delivery.
6.4. All price and charges are exclusive of any applicable Value Added Tax, which the customer will be additionally liable to pay to The Company.
6.5 Any redeemable offer or redeemable voucher either verbal or in writing can only be used once and cannot be used in conjunction with any existing discounted offers.
6.6 Vouchers or Promotions may have the date’s changed at our discretion. We reserve the right to cease any promotions or vouchers or any details at any time.
6.7 Any items that are provided as “Free” or “Added Extra” have a retail value of zero. We reserve the right to refuse exchange or refund on any items sold in this manner.
6.8 We list availability information for products sold by us on the website including on each product information page. Beyond what we say on that page or otherwise on the website, we cannot be more specific about availability. As we process your order, we will inform you by e-mail or by posting a message on the Message Centre of the website as soon as possible if any products you order turn out to be unavailable and you will not be charged for those products. In the unlikely event that a product or promotional item is unavailable due to third-party stock availability, a comparative item will be provided.
6.9 Please note that unless otherwise stated on the website, delivery estimates are just that. They are not guaranteed delivery times and should not be relied upon as such.
6.10 Despite our best efforts, a small number of the items in our catalogue may be mispriced. We will verify pricing when processing your order. If we have made a mistake and a product’s correct price is higher or lower than the price on the website this will be pointed out at some point during the order process.
6.11 Any items included with Monthly offers are valued at £0.00p per item. The item is not eligible for exchange or refund.
6.12 Should you receive notification of an offer that does not have a ‘starting’ date, Photobooths’ and customers should assume the date of receipt as the first day of the applicable offer.
7. TERMS OF PAYMENT
7.1. Unless The Company has previously agreed in writing with the customer that products shall be supplied on credit, payment for products dispatched either through collection or delivery, must have been fully paid, and payment cleared on or prior the agreed collection or delivery date. Items will not be released until full payment has been received. All foreign transactions/payments are required to be paid by bank transfer.
7.2. Where The Company has agreed to supply the Products on credit Customer shall pay the price of the Products within 30 days of the date of The Company’s invoice notwithstanding that the property in the Products has not passed to the Customer. Invoices will be dated the day of dispatch of the Products. The Company shall be entitled at its absolute discretion to alter payment terms (other than on concluded Contracts) and withdraw or alter any credit limit granted at any time without notice.
7.3. The time of payment of the price shall be of the essence of the Contract. If the Customer fails to make a payment on the due date then without prejudice to any other right or remedy available to it The Company shall be entitled to:-
7.3.1. Cancel the Contract or suspend any further deliveries or suspend any services to the Customer.
7.3.2. Appropriate any payment made by the Customer to such of the Products as The Company may think fit (notwithstanding any purported appropriation by the Customer).
7.3.3. Charge the Customer interest (both before and after judgement) on the amount unpaid at the rate of 5% per annum above Barclays Bank plc base rate from time to time until payment in full is made such interest being calculated on a daily basis.
7.4. A £1000 deposit is taken as a non-returnable deposit on all purchases to cover administration costs.
8.1. Delivery of the Products shall be made by The Company to such place as shall have been agreed between The Company and the Customer. Unless the Customer shall have notified The Company in Writing within 5 working days of the date of The Company’s invoice that the products have not been delivered and or incorrect delivery of parts or product then delivery shall be deemed to have taken place in accordance with the Contract and the Customer shall not be entitled to raise any claim of short or mis-shipment. The Company is entitled to issue its invoice on or after the date of dispatch of Products from its facility.
8.2. The Company shall be entitled to assume that any person who both reasonably appears and claims to have authority to accept delivery who signs a note in respect of the products on behalf of the Customer shall in fact have the authority.
8.3. Any dates quoted for the delivery of Products are approximate only and The Company shall have no liability to the Customer of any delay in delivery of Products howsoever caused.
8.4. Where Products are to be delivered in instalments each delivery shall constitute a separate Contract and failure by The Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
8.5 We cannot be held responsible for third party strikes or goods being held at customs.
8.6 Notifications of missing items or queries with the Delivery must be made within 3 working days of the receipt of the Delivered Items.
8.7 Please notify us or report any damaged/missing items via courier within 3 working days of receipt, all reported incidences of damaged/missing items after this time will not be considered.
9. RISK AND PROPERTY
9.1. Risk of damage to or loss of Products delivered to United Kingdom locations shall pass to the Customer at the time of delivery or if the Customer wrongfully fails to take delivery of Products at the time when The Company has tendered delivery of the Products.
9.2. Risk of damage to or loss of Products to International locations (locations deemed outside of the United Kingdom by The Company) shall pass to the Customer at the time of despatch / collection from the The Company offices.
9.3. Notwithstanding delivery and the passing of risk of the Products or any other provisions of these Conditions the property in the Products shall not pass to the Customer until The Company has received in cash or cleared funds payment in full of the price of the Products and all other Products and Services previously sold or supplied by The Company to the Customer for which payment is then due.
9.4. Until such time as the property in the Products passes to the customer the Customer shall hold the Products as The Company’s fiduciary agent and bailee and shall keep the Products separate to those of the Customer and third parties and properly stored protected and insured and identified as The Company’s property.
9.5. Until such time as the property in the products passes to the Customer (and provided the products are still in existence and have not been resold) The Company shall be entitled at any time to require the Customer to deliver up the products to The Company and if the Customer fails to do so forthwith to enter upon any premises of the customer or any third party where the products are stored and repossess the Products.
9.6 Stored products are held for a maximum of 4 weeks before being disposed of.
10. WARRANTIES AND LIABILITY
10.1. The Company does manufacture the physical Products and subject to the conditions set out below in this clause 10 The Company sells the Products with the benefit of the manufacturer’s warranty. Where the products comprise computer software or photo booth equipment developed by The Company, The Company warrant these under the terms of the end user license agreement. Where the Products comprise computer software not developed by The Company, The Company sells the Products with the benefit of the manufacturer’s warranty.
10.2. The Company will accept liability for defective Products and replace and repair items that were broken on arrival, this is limited to main systems, Screens and excludes the Frames due to the nature and environment these are used, the frames also have to be checked by the operator for wear and tear and any broken or worn parts should be replaced. The seat option should only be used for one person seated to maximum weight of 60kg,
When using the Seat you must ensure that the screen says “DO NOT LEAN BACK ON THE PHOTOBOOTH” leaning back on the booth when seated can cause THE PINS TO BREAK The seat option is only available for solid standing even ground and cannot be used on uneven surfaces, as seat support is available for this. The seat support will take weight up to 170kg. only to the extent that The Company is entitled to make a claim under the manufacturer’s or publisher’s,
10.3. Software, Service and equipment. The software is provided and built by The Company. The Company will under no circumstances be held responsible for error with the software. The Company will discuss bugs found and rectify the bugs as soon as is convenient to do so. The Company will not be liable for failure of equipment, software or services that prevent or restrict an event either before or in progress or any refunds arising from such a fault.
10.4. Dead on Arrival warranty or other defective goods terms and actually obtains from the manufacturer or publisher a refund credit repair or replacement in respect of the defective Products. For example and without limit if the manufacturer’s or publisher’s defective goods terms requires that Product is returned direct to it or a nominated service provider The Company cannot and shall have no obligation to accept a return or and/or grant a credit for such Product.
The Company shall be under no liability in respect of any defect arising from fair wear and tear; wilful damage; negligence; abnormal working conditions; failure to follow The Company’s or the manufacturer’s or publisher’s instructions (whether oral or in writing) misuse or alteration or repair of the Products without The Company approval.
The Company shall be under no liability under the above warranty if the total price of the Products has not been paid.
Beta testing product
If you have purchased a product in beta testing and issues either hardware or software arise. The issues will be looked into and rectified if possible. In all these rectifications the product must be returned to head office at the operators cost with software being updated remotely
All software issues must be documented with time and date and issue occurred and reported to email@example.com within 48hrs
10.5. All warranties, conditions or other terms implied by common law or statute, or otherwise in connection with the sale or supply of goods or goods or services (save, in the case of goods at to title) are excluded to the fullest extent permitted by law.
10.6. Any claim by the Customer which is based on a defect in the quality or condition of the Products shall be notified to The Company. Upon notification of any such claim by the Customer The Company shall either notify the Customer whether the policy of the manufacturer of the Products is to deal with the Customer direct (in which case the Customer shall deal with the manufacturer direct provided The Company gives sufficient details to enable the customer so to do) or shall provide the Customer with an RMA number (in which case the Customer shall return the Products to The Company in their original UNMARKED packaging together with details of the RMA number and the Customer’s name and address). This clause 10.4 shall only apply to Product. Customer is entitled to return to The Company as provided in these Conditions.
10.7. The Company shall not be liable to the Customer for any economic or financial loss or damage (including without limit, any loss of profits, loss of revenue liabilities incurred by the Customer to third parties, or additional expenses incurred or the cost of time spent) or any consequential, indirect or special loss or damage costs expenses or other claims for consequential compensation whatsoever (including without limit loss of or damage to data or loss of goodwill ) incurred or suffered by the Customer and in every case howsoever caused or arising (and whether caused by the negligence of The Company, its employees or agents or other wise).
10.8. The Company’s liability for direct loss or damage arising from damage to tangible property for which The Company is liable shall be limited to the VAT exclusive price of the relevant Product or Service in connection with which any claim for damage or loss is made.
10.9. Warranties on Hardware such as Printer (Mitsubishi) Touch Screen and SLR Camera’s are with the manufacturer themselves and must be returned to the respective manufacture for any repair. Glass, acrylic or skins are not covered under warranties and are sold as seen, likewise any broken glass, acrylic or torn skins are also not covered under any warranties.
LED Lights are 1 Month Warranty (and need to be accompanied by full transformer and plug if returned).
IR Touch Warranties will be void if the ShockDot sticker has been removed.
10.10. The Company shall not be liable to the Customer or be deemed to be in breach of any Contract by reason of any delay in performing or any failure to perform any of The Company’s obligation in relation to the Products if the delay or failure was due to any cause beyond The Company’s control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond The Company’s control:-
10.10.1 Act of God; explosion; flood; tempest; fire or accident.
10.10.2 War or threat of war; sabotage; insurrection; civil disturbance or requisition.
10.10.3 Acts; restrictions; regulations; bylaws; prohibitions or measures of any kind on the part of any governmental or parliamentary or local authority.
10.10.4 Import or export regulations or embargoes
10.10.5 Strikes; lock outs or other industrial actions or trade disputes (whether involving employees of The Company or a third party)
10.10.6 Difficulties of The Company’s supplier in obtaining raw materials; labour; fuel parts or machinery
10.11 End of Line – Some equipmnt may become end of line during the warranty period. On such an occasion the nearest replacement will be sourced. Additional costs may occur if the model specified is more expensive than the original End of Line item. These costs will be passed onto the customer.
10.12 Nothing in these Conditions shall in any way exclude or limit any liability The Company may have for death or personal injury caused by its negligence.
10.13 If a refund is authorised Refunds will be given when the item returned has been thouroughly checked for damage and must still be in totally new condition. If the item has been found to be used the Photobooth’s and Magic Photo Mirror’s will carry a charge of £500 per event used regardless of photos taken. Dance floors will carry a charge of £2500 to replace panels. Certain items are not eligible for refunds only replacements such as LED Carpets.
10.14 Updates required for any hardware will incur an additional charge after pickup for items such as memory, Coin Acceptors/Bill Acceptors.
11. RETURNS AND HIRE
11.1. If The Company agrees to accept the return of any Products (other than for the purpose set out in Clause 10 above) or agrees to carry out repairs to other Products which have not been purchased from The Company or agrees to repair Products which are out of warranty the Customer shall not send the same to The Company unless they are accompanied by an RMA number previously advised by The Company and a copy of the suppliers sales invoice and are sent in their original packaging or same or similar material.
11.2. If The Company has agreed to carry out repairs or to replace Products (or any parts thereof) other than for the purpose set out in clause 10 above the Customer irrevocably authorises The Company to carry out such repairs or provide such replacements as shall place the Products in proper working order.
11.3. The Company shall accept no liability for any damage to or loss in transit in Products returned to The Company whether under this Clause or under Clause 10 above.
11.4. If The Company has agreed to accept the return of products other than for the purpose of carrying out any other repair or replacement the products must be returned in their original packaging and in a clean resalable condition failing which The Company will refuse to accept the same and the Customer shall remain liable for the price thereof.
11.5. The Company cannot accept any returns for products that are deemed to have been used.
11.6. Once collection note has been signed, our terms and conditions are considered agreed to. No full refunds will be given on faulty or non faulty items, in the case of faulty items, repairs will be carried out. If items are returned but not faulty, a 50% refund will be given on the total cost of the sale only. If The Company has agreed to accept the return of products refunds for Funds related to software or hardware items will be returned within 14 days of the initial request. All deemed faulty items need to be Returned to Base.
11.7. All received goods (Systems, Hardware, Booth Skin’s, Panels, anything with artwork and all booth consumables etc) must be reported as damaged within 24 hours of receipt.
11.8. Any damage made by courier returns require us to be notified within 3 days of receipt and then in writing within 7 days. After this period no claims for damage for couriered items can be claimed.
11.9 When a returned item is received the employees of The Company will test the items over a 48 hour period. If is found to be in working order a charge of £85.00 per hour and 30% restocking fee will be charged to the customer.
11.10 All refunds will be made once equipment has been checked and are confirmed to be present and correct with no parts missing or damage evident. Once this has been established, refunds will be sanctioned no later than 48 hours. Only the person on the purchase invoice can return items for replacement under warranty. Any third party purchases will not be able to do this not he behalf of the original purchase invoice named person(s). Photographic ID from them on the day will also be required.
11.11 All items returned without an RMA Number that are not authorised returns will be charged at £150.00 per week storage fee, starting 7 days from receipt of return. The item will not be available for delivery/collection until this storage fee has been cleared.
11.12 Returned items will be stored for a maximum of 31 days before being destroyed/recycled.
11.13 Returned items that are deemed to have been found faulty have a maximum postage/courier refund of £10.00 where applicable.
12. INSOLVENCY OF CUSTOMER
12.1. This Clause applies if:-
12.1.1 the Customer makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation otherwise than for the purposes of amalgamation or reconstruction.
12.1.2 an encumbrancer takes the possession or a receiver is appointed of any of the property or assets of the Customer or
12.1.3 the Customer ceases or threatens to cease carrying on business or
12.2 The Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
12.3. If this Clause applies then without prejudice to any other right or remedy available to The Company, The Company shall be entitle to cancel the Contract or suspend any further deliveries or services under the Contract without any liability to the customer and if the Products have been delivered and not paid for then the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
12.4. Deposits for Hired items will be returned if the item is found to be in good working order and returned within the specified time. Any monies for posting/delivery are not refunded.
13.1. On agreement The Company will provide configuration Services to Customer. Configuration Services will be at the price agreed at the time the order is taken or confirmed. The Customer shall be solely responsible for the accuracy of its order, the specification of the components and their configuration and for ensuring that the configured product specified is satisfactory for the purposes for which it is required including without limit that it has sufficient overall functionality, and will support, be compatible and inter-operable with any hardware, software or middleware with which it is intended to operate.
13.2. Any supplied hardware by the purchaser is the sole responsibility of the purchaser to make sure is fully compatible, as we cannot be held responsible for any problems arising in conjunction with third party hardware or drivers. We also cannot be held responsible for problems arising from third party software with our software.
13.3. Refunds on software will not be given due to supplied hardware not being compatible or having defects.
13.4. Configuration Services will have a warranty of 14 days from the date of shipment to the Customer. The Company sole liability (and the Customer’ sole remedy against Ingram) in respect of any defective Services for which The Company is responsible shall be the repair by The Company or at The Company’s option replacement of the Product on which the Services have been performed. (If any alleged defect shall be attributable to defect in Product the provisions of clause 10 shall apply). Claims in respect of defective Services must be made within 21 days of the date of delivery / collection of the configured Product.
14.1. Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principle place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
14.2. No waiver by The Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.3. If any provision of these Conditions is held by any authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
14.4. The Contract shall be governed by the laws of England and the Customer submits to the exclusive jurisdiction of the English Courts.
14.5 General maintenance for example, Loose screws, Loose lights, Loose clips, are the responsibility of the operators not the manufacturer
14.6 Any aggression or abuse directed towards our staff will not be tolerated. Aggressive or abusive behaviour includes language (whether verbal or written) that may cause staff to feel afraid, threatened or abused and may include threats, personal verbal abuse, derogatory remarks and rudeness. We also consider inflammatory statements, remarks of a racial or discriminatory nature and unsubstantiated allegations, to be abusive behaviour. Any abusive behaviour will invalidate your support package with immediate effect and no refund will be payable.
15. SOFTWARE AND SUPPORT
15.1. Software Updates are part of the Support package (which initially runs for 12 months). After this period a new support package will need to be taken up to receive Software Updates and Support (there is a cost for this service).
15.2. Software Updates are performed on your system/website, however Outdated Systems will need to be updated to allow the software to be used. During a Software Update our staff may be required to have Remote Access into your System in order for us to update.
15.3. We cannot accept any responsibility for any loss of data due to a software update.
15.4. Any images used in conjunction with PhotoBooths or Magic Mirror’s are the Booth owners responsibility to seek copyright and permissions for any pictures used. Copyright photos cannot be used without express permission from the copyholder. Including backgrounds, logo’s or any Green Screen Images.
15.5. Some Software Updates may require a Hardware, Operating System, or Third Party Updates. This is not our responsibility and must be undertaken by you to ensure our software will perform correctly.
15.6. Software operating correctly is governed by some external factors that are out of our control. When a problem arises with software from an operating system update or new hardware configuration conflict we will endeavour to repair this as quickly as possible. The Company will be in no way held accountable for loss of earnings from these updates nor will The Company issue refund for the software”. Please send software issues to firstname.lastname@example.org
15.7. Software Updates and support updates do not include Facebook Applications and Website Updates for use with the Facebook App integration. This is a separate entity which may need to be charged separately if any Facebook Changes or updates are made by Facebook, Inc.
15.8. Expiry Key’s should be checked no later than 2 hours before an event to allow time for updating of your software should your expiry key have expired. We cannot be held responsible for last minute requests for expiry keys as at busy times it may be difficult to get through. It is also worth pre-checking the expiry key and giving plenty of time for us to acquire it.
15.9. We cannot be held responsible for any refunds or compensation resulting from software or third party programs or companies in connection with the software (such as WiFi Connection, Operating Systems, third party programs installed on your system or other party IT companies).
15.10 The use of the email sending via software is available without software support. Retrieval of email’s through members area is only available when within a support package.
15.11 Any faulty items must be reported to Support within 48 hours of detection. ( email@example.com – Support Tel: 07740 106957 Office Tel: 0121 794 3884 ).
15.12. Software licenses are per Product Basis (e.g. a PhotoBooth has 1 license, a Magic Mirror has one software license). Any additional licenses will need to be purchased separate.
15.13. Software licenses are put in place by The Company or PhotoBooth.co.uk prior to pickup or shipment of the products. All reinstalls on PB Pro software, Magic Mirror Software or MacOS Software carry an administration charge.
15.14. Support is provided for hardware purchased from The Company only, we do not provide support for products not supplied by us. Support transfer will incur a charge, Referral systems are non transferable. When purchasing a System/Booth from a third party the Support will incur a charge to be transferred across as support was with the original purchase only.
15.15. To continue using software you may be required to be in a support package on a yearly subscription. We reserve the right to cancel any software currently in use if customers are out of support or in breach of any contract with The Company or PhotoBooth.co.uk.
15.16 The purchase or upgrade of software and support does not alter your rights in consideration to hardware. Hardware is the responsibility of the manufacturer as stated in section 18 – Warranties.
15.17 Warranties for second hand booths are transferable subject to the appropriate fee, see PhotoBooths.co.uk Shop for details. These warranties exclude the repair or replacement of IR Touch and Wheels. NB: Warranties do not cover product training but do include Members area access.
15.18 Software errors or bug’s that are brought to our attention will be rectified within 30 days of the bug being reported.
16.1. Any websites templates are provided as a basic layout for the customer to alter as they see fit, we do not create, build or make changes to the website and it is supplied as is to the customer.
All websites are based on a WordPress framework and all functionality must be compatible with this framework. It is the responsibility of the customer, not The Company or the Hosting party to make full backups where required of files, databases or emails.
16.2 Website’s hosted by external companies are not the responsibility of us and need to be checked thoroughly with the third party for compatibility. Booking Systems, plugins and any proprietary code as part of our supplied system’s are not the responsibility of us if hosted on a system not controlled by ourselves. Changes to externally hosted websites come with a charge for any amendments made to the underlying code.
16.3 If The Company Host your website and your package includes it you will get the booking system installed FOC. Due the nature of setup of the booking system if you move your hosting to another company the booking system will not be allowed to be used. This Booking system is copyrighted coded to The Company all rights reserved. The Booking system is classed as software with the Package and comes under support packages should any changes be required.
17.1 Any AdWords products we offer in conjunction with Google are subject to being changed by Google without prior warning.
18 WARRANTY POLICIES
18.1. The photobooths.co.uk products are fully warranted to the original owner against defects in materials and workmanship for the lifetime of the product. If a product ever fails due to a manufacturing defect, even after extended use, we will repair the product, without charge, or replace it, at our discretion. This warranty does not cover damage caused by accident, improper care, negligence, normal wear and tear, or the natural breakdown of colours and materials over extended time and use. Damage not covered under warranty will be repaired for a reasonable rate and a fee will be charged for return shipping.
For warranty evaluation, your product must be returned directly to Photobooths, Excelsior House, Excelsior Works, Mucklow Hill, Halesowen, West Midlands, B62 8EP. All shipping to Warranty must be pre-paid and insured. Photo booths cannot be liable for lost in-bound packages.
Reasonable wear and tear is not included.
This warranty gives you specific legal rights; you may have other rights. This warranty policy supersedes all previous warranty policies.
External Warranties are with the manufacturing company of that particular item and the external companies return policies and Terms and Conditions apply.
The Company will help as much as we are able via support, however if it is felt that the product needs manufacturer intervention you will need to send the product back to the manufacturer as the warranty of the product is with them and not The Company . This applies to Camera’s, Printers, Computers, Touch Screens and anything that has a Warranty from an external company.
18.2. Our products are covered under warranty, to the original owner, for the lifetime of the product.
18.3. As stated on our Outlet receipts, Photo Booths warranty does not cover merchandise purchased in our Outlet stores. Photo Booths Warranty Department will repair Outlet store products for a reasonable charge.
18.4. We manufacture all of our products to meet our superior standards. However, regardless of how carefully you use, or how well you care for your Photobooths product, it will eventually begin to show age and wear. The Photobooths warranty covers defects in workmanship and materials, regardless of the age of the product, but it does not cover normal wear and tear.
18.5. Certain Items are not suitable for outside use such as the Magic Mirror (due to the mirror reflection and sun light) and in certain circumstances the Photo Booth’s where not properly covered.
18.6 The Magic Mirror is not to be used in direct sunlight. This can damage and confuse the IR Touch.
18.6. If your product by Photobooths fails due to a manufacturing or workmanship defect, our first option will be to repair the item, free of charge. If the product is not repairable, or if the cost of repairing the item exceeds the cost of a new one, we will replace it. Any faulty items must be reported to Support within 48 hours of detection. ( firstname.lastname@example.org – Support Tel: 07740 106957 Office Tel: 0121 794 3884 ).
18.7. If you’re having problems with your product by Photo booths please send it to us at the following address for inspection and repair:
Photobooths, Excelsior House, Excelsior Works, Mucklow Hill, Halesowen, West Midlands, B62 8EP We would prefer that you send the item using a shipping method that will provide you with a tracking number, and require a signature upon delivery. Please make sure that the shipping is prepaid and the package is insured for full replacement value. Please enclose a short note that includes your name, phone number, and include a street address or a place where someone will be available to sign for a package, since we return items by FedEx. Please mark the areas in question on the product with coloured tape or masking tape, so we can find them easily, and make sure that your note describes their location.
Please send the product in clean.
Our normal turnaround time is about two-four weeks, usually less. This includes the shipping time by ground to you. If this turnaround time becomes a problem for you, tell us. We can sometimes “rush” repairs through for special situations. Just let us know.
18.8. Please insure your product by Photobooths for its full value when you send it to us. Use a shipping method that provides a tracking number and requires a signature upon delivery, to ensure that your product will arrive safely to Photobooths
18.9. The Warranty Department does not require or issue return authorisations for items being returned for evaluation and repair. Once we receive your product, we will assign a repair order number to it, and send a email notification with the repair order number and an initial status report. Please make sure it has an address and name attached to the product.
18.10. As stated in our warranty policy, the customer pays the shipping charges to send products to the Warranty Department. Photobooths will absorb the return shipping charges. If you request that we return your product by UPS Overnight or 2nd Day Air, the additional shipping charges will be billed to you. Shipping charges for all non-warranty repairs are at the owner’s expense.
18.11. Our typical turnaround time is 2-6 weeks from the time we receive your product until it is returned to you. In some cases we can get it back to you sooner. In rare cases, it may take longer. During peak season our turnaround time can stretch to six weeks. If your product needs to be sent out to be cleaned, you may expect up to two additional weeks before it will be returned to you.
18.12. The cost of non-warranty repairs varies from one repair to another, depending on the cost of the materials and length of time it takes for us to do the repair. If you are concerned about the expense, you can ask us to notify you of the repair costs. After your product is assessed, we will send you a postcard with a final estimate, and request that you call us to approve the charges. You may also give us a limit, i.e. “Please notify me if the repair charges exceed £50.”
18.13. Warranties will be replaced with a like for like item at our discretion. Options taken to not replace the item are at your cost.
18.14. In special cases, if you need your repair back before the normal expected turnaround time, we can do a rush repair for you for no additional charge. To request a rush, please send your product to us by way of Federal Express, UPS 2nd Day Air, or some other speedy means. Please write RUSH in big letters on the box. Include a note, asking us to do a rush repair, with your name, address, and phone number. Please explain what the necessary repairs are, and give us the date you need your product back. We will do all we can to see that you have it back in time.
19.1 Printer Consumables (printer paper, printer ribbons etc) are not refundable, other items will not be refunded or replaced if the containing box or the items themselves have been opened and used or damaged.
19.2 Skin’s are susceptible to damage if exposed to direct sunlight for prolonged periods of time.
19.3 Skins are warrantied for 3 days from date of purchase for artwork inaccuracies (based on signed off artwork), print inaccuracies or physical defects/damage on the Skins. Screen Proofs are ~10% lighter than final printed items. For an accurate proof a sample print out can be made available at cost.
19.4 Printer Paper and Ink Ribbon can become ‘spoilt’ if subjected to larger temperature changes.
Enquiries Terms & Conditions of Photo Booth/Kiosk Operators
1. A one-off payment of £499 is to be paid for receiving on-going enquiries.
2. A payment of £499 (+ VAT) is to be paid each year, failing to pay may result in not receiving enquiries.
3. Yearly payments are your responsibility to keep up to date, all the every effort to contact you within a month of the next payment will be made we cannot be held responsible if no payments are made.
4. In accepting an enquiry you agree that you take on the enquiry/booking and are responsible thereafter for the Event.
5. All consumables are to be provided by you, The Company do not provide any consumables with the Enquiry.
6. Public/product liability insurance is the responsibility of you when taking on Enquiries.
7. The operator of the photobooth takes full legal responsibility for the Kiosk/Booth damage/civil and legal pursuits from any variant, customer or company.
8. REFERRAL SYSTEM (Photobooth Enquiry Service)
8.1 Registration of Full Address And Area’s of interest in the members area and payment is required before access to the Referral System.
8.2 An event enquiry will come into us
8.3 If within one of your selected areas an email notification will be sent to your registered email address
8.4 You can now contact the relevant parties to give them a quotation or to ask for further details. Make sure your quotation is competitive as other’s may also be quoting.
8.5 Selection of event’s is at your discretion for the areas required. Travel arrangements are to be made by yourselves.
8.6. The enquiries mechanism may be subject to change at the discretion of The Company .
8.7. The Company cannot be held responsible for email’s not being received or incorrectly filled out Members area details.
8.8. Once a subscription has been purchased there is no cancellation period. No cancellations or refunds can be made throughout the subscription as it is a contractual agreement. The referral system will end at the end of your subscription date.
8.9 By agreeing to pay for 6 months or 12 months for the referral system, you are agreeing to said Terms of Contract for either 6 month or 12 months (dependent on the option selected) of which you will enjoy the benefit of referrals based in your area, these referrals are monitored on a per unit basis. If the said invoice amount for the time allocated is either disputed and/or claimed back through credit card or PayPal, each referral unit will be charged at £45 per referral and re-invoiced. If the amount due is not paid court proceedings will begin. All legal fees will be passed onto the Referral Member.
9.0 There is no automatic renewal. Please enquire should you wish to renew.
9.1 After the referral has gone out it is the responsibility of the Booth owner to follow up with correspondence.
9.2 Receiving referrals is not a guarantee of receiving work.
9.3 Changes or alterations to Referral System may incur an administration charge.
ver: 05: 2013 B
The Company End User License Agreement
This Software License Agreement (“Agreement”) is entered into between The Company which, for purposes of this Agreement, shall be referred to as The Company, and the purchaser, licensee or user (“Licensee”) of The Company Software (as defined below). The terms of this Agreement also apply to any The Company Software Updates, and/or Software Maintenance (as each term is defined below) for the The Company software, unless other terms accompany those items. If so, those terms apply. READ THIS LICENSE CAREFULLY. BY INSTALLING, ACCEPTING THE SOFTWARE INSTALLATION AND/OR USING THE The Company SOFTWARE, LICENSEE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
If Licensee does not agree to the terms of this Agreement prior to opening the The Company Software packaging or installing the The Company Software, Licensee shall cease using (or refrain from commencing use of) the The Company Software, and shall, as applicable, uninstall and/or permanently delete the The Company Software, Documentation (and any copies thereof) from the computers or computer system(s) on which the The Company Software has been loaded or stored, and return the The Company Software and Documentation, all media on which it is stored, all product packaging, and proof of payment to The Company pursuant the The Company returns policy. The Company license is for the compiled software installed on the system used and does not include any third party images, sounds, animations, videos or other files not pre-compiled as the software, these files may require a license depending on what they are used for (third party software, additional digital images or media). If Licensee does not agree to the terms of this Agreement, and has acquired the The Company Software as part of a pre- configured computer system on which the The Company Software has been installed, Licensee must either promptly cease using the The Company Software, uninstall and/or permanently delete the The Company Software and Documentation (and any copies thereof) from the computer system(s) on which the The Company Software has been preloaded, or return the preconfigured system pursuant to the system vendor’s return policy.
1.1. “Commencement Date” means the installation date of the The Company Software to the Licensee.
1.2. “Documentation” means the user guides, tutorials, printed instructions, reference manuals, and other explanatory materials developed by The Company that accompany or are stored on or in the The Company Software for use in connection with the The Company Software.
1.3. “End User” means, as applicable, Licensee or any person or entity (including, for the avoidance of doubt, any employee or agent of Licensee) that uses the The Company Software.
1.4. “Object Code” means the form of The Company Software wherein computer programs are assembled or compiled in magnetic or electronic binary form on software media, which are readable and usable by machines, but not generally readable by humans without reverse- assembly, reverse-compiling, or reverse-engineering.
1.5. “Software Maintenance” means the provision of Software Updates.
1.6. “The Company Software” means, as applicable, the Object Code form of, Simply Digital Content Manager, The Company Player, The Company Broadcast Server, or other such other The Company software products or access licenses as may be identified in a purchase order provided to The Company, and shall be deemed to include the Documentation for such The Company Software, the license keys, clip art, fonts and multimedia files included in such The Company Software, their related software options,
software extensions, software upgrades and Software Updates, and Third Party Software integrated into such identified products.
1.7. “Software Updates” means bug fixes, documentation improvements and feature additions, including all major (i.e., numbered) and minor (i.e., point) releases, when and if made available by The Company.
1.8. “Third Party Software” means software, referred to as redistributable code that is licensed to The Company by third party licensors for redistribution with the The Company Software. The redistributable code is the property of The Company’s licensors, and protected under United States and international copyright, trade secret or other proprietary rights laws, and international treaties.
2. GRANT OF LICENSE RIGHTS.
2.1 License. Subject to the terms, restrictions and limitations set forth herein, The Company hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable license to use (and to permit its End Users to use) the Object Code version of the The Company Software, including any Third Party Software included therein or therewith, along with any graphical, textual, pictorial, audio or visual works or materials incorporated into or delivered with the The Company Software, including the Documentation.
This Agreement is effective as of the date at which Licensee accepts the license terms as set forth above, or, date of installation and will continue unless terminated as provided in Sections 7.3 or 8.
2.3. Scope of License and Use
A. Internal Use. Licensee may use the The Company Software and Documentation only for its own internal use and only on one, single-user computer. Licensee may internally transfer the The Company Software to a different, single-user computer at a charge governed by the installers country of Purchase (a “Transferred Installation”), provided that the The Company Software and any copies thereof are permanently uninstalled and/or deleted from the computer from which the The Company Software is transferred.
B. Limitations. In connection with the creation, development or management of content files, and/or the planning or scheduling of information using The Company Software (including, but not limited to, media creation and/or management, template message creation, metadata, schedules, layouts, timetables, playlists, or triggers), All images provided are examples to be used with the software, where applicable copyright permissions will need to be sought for the use of any backgrounds, logos or green screen images by the licensee. Licensee may publish or transmit files for playback (i) to one or more properly licensed individual The Company Players; (ii) to an audio visual network of screens showing identical content controlled by a properly licensed individual The Company Player, and (iii) for preview and approval purposes over the web or other means. Notwithstanding the above, Licensee shall not directly or indirectly, use or cause to be used for playback content files, plans, schedules or other information created, developed or managed with The Company Software without also having properly licensed The Company Software for the playback devices involved.
D. Third Party Software. The license granted hereunder includes the right of Licensee to use the Third Party Software in Object Code form, solely in connection with the authorized operation and use of the The Company Software in conformance with the terms and conditions of this Agreement. For the avoidance of doubt, Licensee may not decouple, disassemble or otherwise separate the Third Party Software from the The Company Software or use the Third Party Software except in connection with the use and operation of the The Company Software as permitted hereunder.
E. Restrictions. The The Company Software is licensed, not sold. This Agreement only gives you some rights to use the The Company Software. The Company reserves all other rights. Unless and solely to the extent otherwise permitted under applicable law, you may use the The Company Software only as expressly permitted in this Agreement. Except as expressly permitted under applicable law, or as otherwise agreed to in writing by The Company, Licensee shall not, and shall not permit any End User to: (i) work around any technical limitations in the The Company Software; (ii) publish the The Company Software for others to copy; (iii) make copies of the The Company Software; (iv) sell, lease, rent, redistribute, assign, sublicense, or transfer the The Company Software and/or Third Party Software; (v) reproduce, decompile, reverse engineer or disassemble the The Company Software and/or Third Party Software; (vi) offer the use of the The Company Software to third parties as an application service provider, service bureau or remote-hosted service; or (vii) deliver, export, transfer or otherwise distribute the The Company Software acquired hereunder to, or use the The Company Software acquired hereunder in, a country other than the country in which the The Company Software was purchased (including, for the avoidance of doubt, in connection with a Transferred Installation).(viii) Any images used in conjunction with PhotoBooths, Magic Mirror’s or The Company’s Software are the the Booth owners responsibility to seek copyright and permissions for any pictures used. Copyright photos cannot be used within express permission from the copyholder. Including backgrounds, logo’s or any Green Screen Images. Any image provided are examples for use with the software.
3. LICENSE AND OTHER FEES. Licensee agrees to be bound by and pay the annual license fee(s) set forth in the The Company Software price list in effect as of the date of purchase. License fees for The Company Software and maintenance fees for Software Maintenance and Transfer Fees may be updated and changed at any time.
3.1 Software Maintenance Coverage. Software Maintenance is offered upon separate terms from the The Company Software. Taking up the annual Software Maintenance coverage shall entitle the Licensee to Software Updates if and when made available by The Company. All use of The Company Software provided pursuant to Software Maintenance coverage shall be subject to the terms of this Agreement. Licensee may elect to continue Software Maintenance beyond the Initial
12 month Maintenance Term, subject to availability, upon payment to The Company of the The Company annual maintenance fee in effect at the time of renewal.
3.2 Taxes and Duties. Prices to Licensee do not include taxes, duties, tariffs, handling fees, or other such assessments of any nature. Whenever imposed, such assessments are payable by Licensee. Income or other taxes that are required to be paid or withheld by Licensee or The Company under the laws of jurisdictions, in connection with the license and other fees paid by Licensee here under, are the sole obligation of Licensee and shall be exclusive of the license and other fees paid by Licensee.
3.3 Other Services. Licensee acknowledges that any additional services offered by The Company, such as installation, customization or professional services, are not provided under this Agreement, and any such services to be provided by The Company shall be subject to the mutual agreement of the parties, the terms and conditions for which shall be set forth in a separate agreement.
4. CONFIDENTIAL INFORMATION, TITLE AND COPYRIGHTS.
4.1 Licensee acknowledges that the The Company Software, Documentation, Software Updates, enhancements, modifications, additions, new releases of or to the The Company Software contain confidential information of, are trade secrets of, and are proprietary to The Company and its licensors and that title to such materials is and shall remain in The Company and its licensors, as the case may be. Licensee shall maintain in strict confidence the The Company confidential information, but, at a minimum, to take those precautions that it utilizes to protect its own confidential information. Licensee shall have no obligation of confidentiality with respect to information that (i) at the time of disclosure is in or becomes available to the public through no breach of this Agreement on the part of the Licensee; (ii) was lawfully in Licensee’s possession prior to receipt from The Company; (iii) is received independently from a third party free to lawfully disclose such confidential information to Licensee and who does not owe an obligation to The Company with respect to confidential information; (iv) Licensee independently develops without the benefit of any confidential information
disclosed hereunder or (v) is required to be disclosed by a government agency; provided that the Licensee will use best efforts to minimize such disclosure and will notify The Company promptly of any such demand, order or judgment in order to permit The Company to seek an appropriate protective order. 4.2 All applicable rights to patents, copyrights, trademarks and trade secrets in the The Company Software and other proprietary materials are and shall remain in The Company. Licensee shall not assert any right, title or interest in the The Company Software or other materials provided to Licensee under this Agreement, except for the limited license rights expressly granted to Licensee hereunder.
4.3 Licensee shall not obscure or remove any copyright or other proprietary notice or legend contained on or included in the The Company Software and shall reproduce all such information on all copies made hereunder. Licensee shall not, directly or indirectly, disclose or distribute any technical information of The Company provided with or in the The Company Software without the prior written consent of The Company, which consent may be withheld at The Company’s sole discretion.
5. LIMITED WARRANTIES.
5.1 Media and Documentation. The Company warrants that if the media or Documentation is in a damaged or physically defective condition at the time the The Company Software is delivered to Licensee, and if such media or Documentation is returned to The Company within thirty (30) days of the effective date of this Agreement, The Company will provide Licensee with a replacement at no charge.
5.2 Software Limited Warranty and Remedy.
A. Provided that Licensee is not in breach of any of its obligations under this Agreement, and in addition to the warranty set forth in Section 5.1, The Company warrants for a period of thirty (30) days from the Commencement Date (“Warranty Period”), that the software will substantially conform to the Documentation provided by The Company with the The Company Software. Licensee’s sole remedy and The Company’s sole obligation under this Agreement for breach of this warranty is, at The Company’s sole option, (i) the remedy of the nonconformity or (ii) the authorization of a refund for the price paid for the media and or The Company Software by The Company. Any request for the above remedies must be made within the Warranty Period and proof of purchase (i.e., copy of the invoice or receipt) is required to be presented to The Company. In the event of a refund, this Agreement will immediately terminate without further notice, and Licensee will have no further rights or license to use The Company Software or Documentation.
B. Any replacement software or media will be warranted for the remainder of the original Warranty Period or for an additional thirty (30) days whichever is longer.
C. This limited warranty is void if nonconformance of the The Company Software results from or is related to the (i) improper installation or operation of the The Company Software by or on behalf of the Licensee, (ii) failure of Licensee’s hardware or non-The Company software, (iii) incompatibility of such hardware and non-The Company software systems with The Company Software, (iv) alteration, modification or unauthorized integration of The Company Software by or on behalf of Licensee, or (v) accident, abuse or misapplication of The Company Software.
D. If the The Company Software is provided as a trial or evaluation version, the grant of the license to use the Software shall be on an “AS IS” basis and subject to the express limitations of the trial. Unless Licensee shall have entered into a separate written license agreement prior to the expiration or termination of the trial period, Licensee agrees to cease all use of the The Company Software provided on a trial or evaluation basis and to return such The Company Software, or to return any license keys and destroy or permanently delete any and all copies of such The Company Software.
5.3 Disclaimer of Warranties. The Company MAKE NO WARRANTY, REPRESENTATION OR PROMISE EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, The Company DISCLAIM AND EXCLUDE ANY AND ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR RESULTS. The Company AND DO NOT WARRANT THAT THE The Company SOFTWARE OR DOCUMENTATION WILL SATISFY LICENSEE’S REQUIREMENTS; THAT THE The Company SOFTWARE AND DOCUMENTATION ARE WITHOUT DEFECT OR ERROR; OR THAT THE OPERATION OF THE The Company SOFTWARE WILL BE UNINTERRUPTED. TO THE MAXIMUM EXTENT PERMITTED UNDER THE LAW, THE UN CONVENTION FOR THE SALE OF GOODS AND THE UNIFORM COMMERCIAL CODE DO NOT APPLY TO THIS LICENSE AGREEMENT.
6. LIMITATION OF LIABILITY.
6.1 IN NO EVENT SHALL The Company BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS). REGARDLESS OF WHETHER The Company HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, The Company’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS LICENSE OR THE The Company SOFTWARE AND DOCUMENTATION IS LIMITED TO THE AMOUNT ACTUALLY PAID FOR THE LICENSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.
7.1 The Company’s Obligation. Subject to the Licensee indemnification set forth at Section 7.2 and the restrictions and limitations set forth herein, The Company shall indemnify and hold harmless Licensee, its officers, directors and employees from and against any costs or demands awarded against Licensee by a court of competent jurisdiction pursuant to a final judgment as a result of a claim or action by a third party against Licensee that the The Company Software or Documentation infringes a registered copyright, trademark, valid patent or other intellectual property right of a third party in the United Kingdom, North America, European Economic Area or Japan. The foregoing indemnity is conditioned on Licensee (i) promptly notifying The Company of such claim; (ii) permitting The Company to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof, and (iii) assisting and cooperating with The Company, at The Company’s expense, in the defense or settlement thereof. Licensee may participate, at its own expense, in such defense directly or through counsel of its choice on a monitoring, non-controlling basis. The Company shall obtain Licensee’s prior written consent to any compromise or settlement of any claim which would require an admission of liability on the part of Licensee or which would subject Licensee to any injunction or other equitable relief. Notwithstanding the foregoing, in no event shall The Company or its licensors be liable to indemnify, defend, settle or hold Licensee harmless from and against any or all claims which allege infringement of intellectual property that reads upon or is infringed by a generally recognized audio, video, technology or patent standard, including without limitation MPEG-1, MPEG-2, MPEG-4, JPEG, DV, Flash, VC-1, AAC, AC-3, DVCPRO or AVS (each including all profiles, options, parts or levels);
7.2 The Company shall have no obligation under Section 7.1, and otherwise will have no liability for, any claim of infringement caused or alleged to be caused by: (i) the use or combination of the The Company Software with non-The Company software, hardware, data, or content, including but not limited to software, hardware, data, or content of Licensee; (ii) infringement that would have been avoided without the use or combination of the The Company Software with other non-The Company software, hardware, content, or data; (iii) the presence of any alteration or modification of the The Company Software by Licensee or any third party acting on Licensee’s behalf; or (iv) the Licensee’s continuing the allegedly infringing activity after being notified thereof or after being informed and provided with modifications that would have avoided the alleged infringement.
7.3 In the event that a claim of infringement of a valid United Kingdom, North American, European Economic Area or Japanese software patent or copyright is made against The Company or Licensee or if The Company reasonably believes that such a claim will be made, The Company, at its option and in lieu of indemnification, may (a) procure for Licensee the right to use the The Company Software without patent or copyright infringement; (b) modify the The Company Software to make it non-infringing; (c) replace the The Company Software with substantially equivalent software that is non-infringing; or (d) direct Licensee to cease use of the The Company Software, and refund to Licensee a percentage of the aggregate fees received for such The Company Software that are the subject of such a claim, based on a three (3) year straight line depreciation
7.4 The foregoing Sections 7.1-7.3 set forth the exclusive remedy and entire liability and obligation of The Company with respect to third party claims against Licensee alleging intellectual property infringement or misappropriation.
7.5 Licensee Obligation. Except for the infringement claims set forth in Section 7.1, Licensee shall indemnify, defend and hold The Company, its directors, officers, agents and employees harmless from any claims, demands, or causes of action whatsoever by a third party against The Company arising as a result of Licensee’s use or operation of the The Company Software. For the avoidance of doubt, and without limiting the scope of the immediately preceding sentence, Licensee shall indemnify, defend and hold The Company, its directors, officers, agents and employees harmless from any third party claims, demands, or causes of action whatsoever arising from or related to the display, broadcast, reproduction, performance or other use or distribution of audio, visual, graphical and textual information developed by or on behalf of Licensee and not included in the The Company Software.
8.1 By Licensee. Licensee may terminate this Agreement at any time without notice to The Company. The license fee is not refundable and The Company will have no obligation to refund any amounts paid by Licensee under this Agreement upon its termination (except for any right of refund as set forth in Sections 5 and 7.3).
8.2 The Company. The Company may terminate this Agreement and all licenses granted hereunder upon thirty (30) days prior written notice if Licensee fails to comply with any of the terms and conditions of this Agreement or any Schedule to this Agreement, and such noncompliance is not cured within such thirty (30) day period.
8.3 Return of Software. Upon any termination of this Agreement, Licensee must cease all use of the The Company Software, and return to The Company all copies of the The Company Software, including license keys, together with the Documentation, or shall return all license keys and certify to The Company’s reasonable satisfaction the destruction or permanent deletion of all copies of the The Company Software and Documentation from its computer systems.
8.4 Abuse of software or circumnavigation of licenses by any party will result in software deactivation. Deactivation will be either at the System for which it is installed, via remote access or via direct connection to the booth.
9.1 Audit Rights. The Company shall have the right reasonably to audit the deployment and use of the The Company Software by Licensee, including without limitation Licensee’s conformance with the provisions of Section 3 herein. Licensee agrees to cooperate with The Company’s reasonable request for access to Licensee’s computer systems to ensure Licensee’s adherence with the license terms hereunder.
9.2 Purchase in Canada. If Licensee acquired this software in Canada, Licensee agrees to the following: The parties hereto have expressly required that the present Agreement and any exhibits hereto be drawn up in the English language. / Les parties aux présentes ont expressément exigé que la présente convention et ses Annexes soient rédigées en langue anglaise.
9.3 Notices. Any notice required or permitted to be given by Licensee hereunder shall be in writing and shall be deemed to have been duly given (i) upon hand delivery, (ii) on the third day following delivery to the postal service as certified mail, return receipt requested and postage prepaid, or (iii) on the first day following delivery to a recognized overnight courier service, fee prepaid and return receipt or other confirmation of delivery requested. Any such notice shall be delivered or sent to The Company at the address as set forth below, or to such other address as The Company may designate from time to time. The Company , Unit 2, The Maltings, Navigation Drive, Brierley Hill, West Midlands. DY5 1UT
9.4 Governing Law.
A. United Kingdom. If you acquired the The Company Software in the United Kingdom, UK law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles.
B. Sales Outside the United Kingdom. If you acquired the The Company Software in any other country outside the United Kingdom, the laws of the country of purchase applies to you, regardless of such country’s conflicts of law provisions.
9.5 Legal Effect. This Agreement describes certain legal rights. You may have other rights under the laws of your country or state. You may also have rights with respect to the party from whom you acquired the The Company Software. This Agreement does not change your rights under the laws of your country or state if the laws of your country or state do not permit it to do so.
9.6 Assignment. Neither party may assign any rights, duties, obligations or privileges under this Agreement without the prior written consent of the other party. A change of control or ownership shall not be deemed to be an assignment under this Section so long as the new owner has expressly assumed in writing all of the duties and obligations of the assignor and further provided, that Licensee shall remain liable and responsible to The Company (and its licensors) for the performance and observance of all such duties and obligations.
9.7 Severability. Should any part or provision of this Agreement be held unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining parts or provisions shall not be affected by such holding.
9.8 Limitation on Effect of Waiver. Failure on the part of The Company to exercise, or The Company’s delay in exercising, any of The Company’s rights hereunder shall not be construed as a waiver or waiver of other breaches of this Agreement. Any single or partial exercise by a party of any right shall not preclude any other or future exercise thereof or the exercise of any other right in the Agreement. 9.9 Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the transactions contemplated and supersedes any prior agreements or understandings among the parties with respect to the subject matter hereof. This Agreement may be amended only by a writing that refers to this Agreement and is signed by both parties.
9.10 Export Law Assurances. Licensee acknowledges that the The Company Software included herewith is subject to restrictions and controls imposed under the UK Export Laws. Licensee must comply with all domestic and international export laws and regulations that apply to
the software. These laws include restrictions on destinations, end users and end use. Licensee hereby expressly agrees to defend, hold harmless and indemnify The Company, its directors, officers, and employees, from any claim, suit or dispute alleging that Licensee has exported the The Company Software in violation of any domestic or international export laws.
9.11 Construction. The headings in this Agreement are for convenience of the parties only. They do not constitute a portion of this Agreement and shall not be used in interpreting the construction of this Agreement.
9.12 Third Party Beneficiary. Licensee hereby agrees that the licensors of Third Party Software shall be considered third party beneficiaries of this Agreement and shall be entitled to bring a direct action against Licensee in the event of breach of any applicable provisions of this Agreement, pursuant to the terms and conditions of this Agreement.
9.13 Force Majeure. Neither party shall be in default if failure to perform any obligation hereunder is caused solely by unforeseen supervening conditions beyond that party’s reasonable control, which could not have been prevented by the non-performing party’s reasonable precautions, commercially accepted processes or substitute services, including acts of God, civil disturbances, strikes and labor disputes.
9.14 Negation of Agency and Similar Relationships. Nothing contained in this Agreement shall be deemed to create an agency, joint venture or partnership relationship.
Website Hosting and Hosting Services – Third Party Hosting
1. We guarantee 99.99% network availability in a given month for our Virtual Private Servers and Dedicated Servers, as measured by our internal monitoring systems and excluding scheduled maintenance.
2. We aim to fix any network issues within four hours.
3 We also guarantee the functioning of all hardware components and will replace any failed component at no cost to you. Hardware means the processor(s), RAM, hard disk(s), motherboard, NIC card, and other related hardware included with the server. Once the hardware is identified as being the cause of the issue, it will be replaced within three hours of the diagnosis. If no spare components are available, the machine will be replaced in its entirety.
4 Where applicable (unless we are deemed to be controlling the website is in use) You are responsible for backing up all your data.
5 We do not cover for the following circumstances:
‘The Company’ when referenced pertains to ‘Warrington Robotics Limited’