BlueBroadcaster / iSender – Hardware, Software & Services Terms and Conditions

1. INTRODUCTION

These Terms and Conditions govern the supply, licensing, use and operation of all iSender devices, BlueBroadcaster systems, related software, firmware, portals, services and associated infrastructure supplied by Technical Comms Ltd trading as BlueBroadcaster.

These Terms apply to all customers, users, operators, agents, contractors and any third party making use of any Device, Service or System supplied directly or indirectly by Technical Comms Ltd.

By purchasing, possessing, accessing, operating, connecting to, subscribing to, renewing, using or continuing to use any Device or Service, the Customer confirms acceptance of these Terms.

2. DEFINITIONS

“Technical Comms” means Technical Comms Ltd.

“BlueBroadcaster” means the BlueBroadcaster platform, systems, firmware, software, services, portals, infrastructure and associated intellectual property operated by Technical Comms Ltd.

“Device” means any iSender Bluetooth, WiFi, proximity marketing or associated hardware supplied by Technical Comms Ltd.

“Portal” means any online management, monitoring, reporting or campaign platform operated by Technical Comms Ltd.

“Services” means any subscription, support, firmware, connectivity, hosting, reporting, management, data, campaign, maintenance or operational services supplied by Technical Comms Ltd.

“Authorised Use” means ordinary lawful business-to-business proximity marketing and related promotional activity expressly permitted by Technical Comms Ltd.

“Restricted Use” means any use outside Authorised Use including, without limitation:

  • business rates mitigation;
  • business rates mitigation services;
  • occupancy verification;
  • occupation simulation;
  • empty property mitigation;
  • temporary occupation schemes;
  • property rates reduction schemes;
  • evidential occupancy generation;
  • occupation evidence generation;
  • commercial exploitation connected to rating strategies;
  • revenue generation derived from rates savings;
  • use in connection with any third-party mitigation scheme;
  • any use generating direct or indirect financial gain outside standard proximity marketing activity;

unless expressly authorised in writing by Technical Comms Ltd.

3. OWNERSHIP OF HARDWARE

Unless otherwise agreed in writing:

  • ownership of the physical Device hardware passes to the Customer upon cleared payment;
  • risk passes upon delivery.

However, purchase of hardware does NOT transfer:

  • ownership of firmware;
  • ownership of software;
  • ownership of the BlueBroadcaster platform;
  • ownership of the operating systems;
  • ownership of any databases;
  • ownership of reporting systems;
  • ownership of any campaign infrastructure;
  • ownership of any operational methodology;
  • ownership of any intellectual property rights.

The Customer acquires only a limited licence to use the associated systems and services subject strictly to these Terms.

4. LICENCE

Technical Comms grants the Customer a limited, non-exclusive, non-transferable, revocable licence to use the Device together with the associated systems and services solely for Authorised Use.

The licence:

  • does not permit resale of the software or systems;
  • does not permit sublicensing;
  • does not permit commercial exploitation outside Authorised Use;
  • may be suspended or terminated for breach.

No right is granted to use the Device with third-party systems, software or infrastructure unless expressly authorised in writing by Technical Comms Ltd.

5. TRANSFER, RESALE & THIRD-PARTY USE

The physical Device hardware may not be transferred, resold, leased, assigned or supplied together with any representation that licence rights, firmware rights, subscription rights, support rights, portal rights, operational permissions or commercial-use rights transfer with the Device unless expressly authorised in writing by Technical Comms Ltd.

Any purported transfer of a Device shall not transfer:

  • licence rights;
  • software rights;
  • firmware rights;
  • portal access;
  • operational permissions;
  • support services;
  • subscription rights;
  • rights relating to Restricted Use;

unless expressly approved in writing by Technical Comms Ltd.

Any third party using or possessing a Device shall remain bound by these Terms.

6. RESTRICTED USE

Unless expressly authorised in writing by Technical Comms Ltd, the Customer shall not:

  • use the Device for rates mitigation purposes;
  • use the Device for occupation simulation;
  • use the Device as evidence of occupation or trading activity;
  • use the Device in connection with empty-property relief schemes;
  • use the Device in connection with business-rates reduction strategies;
  • derive commercial gain connected to rates savings;
  • use the Device within any commercial mitigation structure;
  • replicate or reverse engineer the methodology used by Technical Comms Ltd;
  • permit any third party to undertake such activity.

Any unauthorised Restricted Use shall constitute a material breach of these Terms.

Technical Comms reserves the right to:

  • suspend services;
  • terminate licences;
  • disable systems access;
  • disable firmware functionality;
  • revoke portal access;
  • refuse support;
  • block updates;
  • pursue damages;
  • pursue recovery of profits;
  • seek an account of profits;
  • pursue injunctive relief;
  • recover losses and costs.

7. SUBSCRIPTIONS & SERVICES

Use of BlueBroadcaster systems, firmware, reporting, hosting, support, connectivity or related infrastructure may require an active subscription.

Subscriptions may include:

  • portal access;
  • firmware support;
  • reporting;
  • data retrieval;
  • campaign management;
  • hosting;
  • SIM/connectivity services;
  • remote management;
  • maintenance;
  • support services.

Unless otherwise agreed:

  • subscriptions renew automatically on an annual basis;
  • invoices are payable within the stated payment period;
  • continued use following renewal constitutes acceptance of the renewed term.

Failure to maintain subscription payments may result in:

  • suspension of services;
  • loss of portal access;
  • restriction of Device functionality;
  • suspension of firmware updates;
  • termination of licences.

8. FIRMWARE, SOFTWARE, USB ACCESS & PORTAL ACCESS

All firmware, software, systems and portals remain the sole property of Technical Comms Ltd.

Customers shall not:

  • copy;
  • modify;
  • decompile;
  • reverse engineer;
  • extract;
  • intercept;
  • reproduce;
  • adapt;
  • emulate;
  • bypass;
  • interfere with;

any software, firmware or associated systems.

Technical Comms may update, amend, suspend or modify systems and firmware from time to time.

Technical Comms Ltd may, at its discretion, permit limited local access, USB access, firmware access, configuration access or command-based access to certain Devices.

Any such access:

  • remains part of the licensed operational ecosystem of Technical Comms Ltd;
  • does not transfer ownership of firmware, software, systems, methodology or operational rights;
  • does not authorise use of the Device outside Authorised Use;
  • does not authorise use with third-party systems or software;
  • does not authorise commercial exploitation outside the scope expressly permitted by Technical Comms Ltd.

Any USB code, local access credential, firmware command, update file, configuration file, maintenance utility, device command structure or access method supplied by Technical Comms Ltd:

  • remains confidential;
  • remains the intellectual property of Technical Comms Ltd;
  • is supplied solely for authorised operational purposes;
  • may be revoked, restricted or disabled at any time.

The provision of USB access, local configuration capability, firmware update capability or offline operational capability shall not:

  • waive any licence restriction;
  • waive any operational restriction;
  • waive any subscription requirement;
  • waive any Restricted Use prohibition;
  • transfer any intellectual property rights;
  • permit unrestricted use of the Device.

Any use of a Device following:

  • USB updates;
  • firmware commands;
  • local configuration;
  • remote configuration;
  • software interaction;
  • firmware interaction;
  • device activation;
  • operational support;
  • command transmission;

shall constitute continued acceptance of these Terms.

9. INTELLECTUAL PROPERTY

All intellectual property rights remain vested exclusively in Technical Comms Ltd.

This includes:

  • software;
  • firmware;
  • databases;
  • methodology;
  • operating logic;
  • reporting systems;
  • campaign systems;
  • backend infrastructure;
  • designs;
  • branding;
  • documentation;
  • technical processes;
  • data structures.

No ownership or licence is transferred except as expressly stated.

10. AUDIT & OPERATIONAL VERIFICATION

Technical Comms reserves the right, upon reasonable notice, to request operational information, usage details, deployment information or other relevant records relating to Devices where unauthorised or Restricted Use is suspected.

Technical Comms may also request reasonable co-operation in connection with operational verification, firmware auditing, subscription validation or investigation of suspected misuse.

Failure to reasonably co-operate may constitute a breach of these Terms.

11. SUPPORT & OPERATIONAL DEPENDENCY

The Customer acknowledges that operation of the Device may depend upon:

  • Technical Comms infrastructure;
  • firmware;
  • hosted systems;
  • connectivity services;
  • reporting services;
  • backend systems;
  • remote configuration.

Technical Comms does not guarantee uninterrupted availability.

12. LIMITATION OF LIABILITY

To the maximum extent permitted by law:

  • Technical Comms shall not be liable for indirect or consequential losses;
  • Technical Comms shall not be liable for loss of profit, loss of savings, loss of business opportunity or regulatory consequences arising from use of the Device;
  • all implied warranties are excluded so far as legally permissible.

The Customer remains solely responsible for ensuring its own legal and regulatory compliance.

13. INDEMNITY

The Customer shall indemnify Technical Comms against all claims, losses, liabilities, penalties, regulatory actions, costs and damages arising from:

  • unauthorised use;
  • Restricted Use;
  • misuse of the Device;
  • unlawful operation;
  • third-party claims connected to Customer activities.

14. TERMINATION

Technical Comms may terminate or suspend licences and services immediately where:

  • payments are overdue;
  • unauthorised use is suspected;
  • Restricted Use occurs;
  • intellectual property rights are threatened;
  • systems are interfered with;
  • these Terms are breached.

Termination does not affect accrued rights or unpaid sums.

15. CONTINUING OBLIGATIONS

The restrictions relating to:

  • intellectual property;
  • Restricted Use;
  • confidentiality;
  • misuse;
  • commercial exploitation;
  • indemnities;

shall survive termination.

16. HISTORIC & EXISTING CUSTOMERS

These Terms clarify, consolidate and formalise existing and historic licensing, subscription, software and operational restrictions previously communicated through agreements, invoices, licences, website terms, operational procedures, firmware access procedures, USB update procedures, support arrangements, customer interactions and historic software and device management practices relating to iSender and BlueBroadcaster systems.

These Terms shall apply to:

  • all current Devices;
  • all historic Devices;
  • all replacement Devices;
  • all Devices previously supplied by Technical Comms Ltd;
  • all continued use of Devices, firmware, software, systems or infrastructure;
  • all users, operators, purchasers, possessors or beneficiaries of Devices supplied historically or currently by Technical Comms Ltd.

Any continued use, possession, deployment, operation, support request, firmware interaction, USB interaction, subscription renewal, configuration activity, software access, portal access or operational use of any Device or associated infrastructure after publication of these Terms shall constitute acceptance of them.

For the avoidance of doubt:

  • historic purchase of physical hardware did not and does not transfer unrestricted rights to firmware, software, systems, operational methodology, commercial exploitation rights or intellectual property rights;
  • historic purchase of hardware did not and does not authorise Restricted Use unless expressly agreed in writing by Technical Comms Ltd;
  • historic supply of USB access, firmware access, local configuration capability or operational support did not and does not waive any licence restriction, operational restriction or Restricted Use prohibition.

Nothing within these Terms transfers ownership of Technical Comms intellectual property, irrespective of any historic hardware purchase.

Nothing within any historic or current provision of USB access, local operational functionality or firmware update capability shall be interpreted as granting unrestricted rights to commercially exploit Devices, software, firmware or operational methodology outside Authorised Use.

To the extent permitted by law, these Terms shall apply to and govern all historic and continuing operational use of Devices and associated systems supplied by Technical Comms Ltd, including Devices supplied prior to publication of these Terms where continued use, possession, operation, firmware interaction, support interaction, portal access, subscription renewal or operational dependency continues after publication.

17. DOMAIN, EMAIL & INFRASTRUCTURE CONTINUITY

Technical Comms Ltd and BlueBroadcaster may from time to time operate using updated domains, email addresses, infrastructure providers, portals, hosting environments or support systems.

Any such operational, technical or branding change shall not affect the continuity, enforceability or validity of:

  • licences;
  • subscriptions;
  • restrictions;
  • operational controls;
  • historic agreements;
  • intellectual property protections;
  • customer obligations;
  • ongoing terms and conditions.

References to former domains, email addresses or operational systems shall be interpreted as including successor domains, successor email addresses and replacement operational infrastructure operated by or on behalf of Technical Comms Ltd.

18. GOVERNING LAW

These Terms shall be governed by the laws of England and Wales.

The Courts of England and Wales shall have exclusive jurisdiction.

19. CONTACT DETAILS

Technical Comms Ltd
Trading as BlueBroadcaster
234 Manchester Road
Warrington
WA1 3BD
United Kingdom

Email: info@teqcomms.co.uk

Website: Technical Comms Ltd

BlueBroadcaster Platform: BlueBroadcaster