BLUEBROADCASTER — MASTER TERMS & CONDITIONS (B2B)
Operated by Technical Comms Ltd
Registered in England & Wales (08789738)
Registered Office: 71 The Parchments, Newton-le-Willows, WA12 0DX
Email: info@bluebroadcaster.com Telephone: 01925 357 131
These Terms apply exclusively to business customers.
1. Definitions
1.1 “Technical Comms Ltd”, “we”, “us”, “our” means Technical Comms Ltd trading as BlueBroadcaster.
1.2 “Client”, “you”, “your” means the business customer using or purchasing a Device or service.
1.3 “Device” means the Bluetooth/Wi-Fi proximity or occupancy-verification hardware supplied by us.
1.4 “Software” means all firmware, configuration systems, the Online Portal, digital tools and all related intellectual property.
1.5 “Subscription” means any recurring fee payable for Software, Portal access or maintenance.
1.6 “Agreement” means these Master Terms & Conditions.
2. Business Customer Status
2.1
By purchasing or using any Device or service, you confirm you are acting in the course of business.
2.2
These Terms do not apply to consumers.
3. Sales Terms
3.1
All sales are subject to these Terms.
3.2
An order constitutes an offer; acceptance occurs when we dispatch goods.
3.3
We may decline orders or cancel unshipped orders at our discretion.
4. Prices and Payment
4.1
Prices exclude VAT unless stated otherwise.
4.2
Payment terms are strictly 30 days from invoice date, unless agreed otherwise.
4.3
We may charge statutory interest, compensation and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.
4.4
If that Act does not apply, interest is charged at 8% above Bank of England base rate.
4.5
We may suspend services or licensing for late payment.
5. Warranty (12 Months)
5.1
All Devices carry a 12-month warranty against manufacturing defects.
5.2
If a fault occurs within 30 days, we will repair, replace or refund at our discretion.
5.3
After 30 days, we will normally provide a repair (on-site or return-to-base).
5.4
Warranty excludes faults caused by:
a. misuse or neglect;
b. unauthorised repair;
c. incorrect installation;
d. use with non-approved software or power supplies;
e. accidental damage or tampering;
f. normal wear and tear.
5.5
Except as stated, all implied warranties are excluded to the fullest extent permitted by law.
6. Returns (Faulty Goods)
6.1
You must obtain authorisation before returning any Device.
6.2
Returned items must include order details, all accessories and original packaging.
6.3
If the Device is not faulty or the fault is excluded, we may charge a:
a. re-delivery fee; and/or
b. reasonable inspection/handling fee.
7. Returns (Non-Faulty Goods)
7.1
As a B2B supplier, we are not obliged to accept returns of non-faulty goods.
7.2
At our discretion, we may accept returns subject to the following:
a. Devices must be unused and in as-new condition;
b. All accessories must be included;
c. Restocking fee up to 50% may apply;
d. Devices that have been unpacked, installed, configured or used will not be accepted.
8. Delivery and Damage
8.1
Inspect all items immediately on delivery.
8.2
Damage or shortages must be reported within 3 working days.
8.3
Where we accept responsibility, our obligation is to repair, replace or credit.
9. Device Ownership and Software Licensing
9.1
Ownership of the physical hardware only passes to you upon full payment.
9.2
All Software, firmware, configuration tools and the Online Portal remain the exclusive property of Technical Comms Ltd.
9.3
The Software is licensed, not sold. No intellectual property rights transfer to you.
10. Permission-Based Licence
10.1
Use of the Software, firmware, Online Portal, configuration tools and any related services is strictly subject to the continuing written permission of Technical Comms Ltd.
10.2
We may grant, suspend or withdraw permission at any time, for any reason or no reason, by written notice.
10.3
Use of the Device or Software without our permission constitutes:
a. breach of contract;
b. infringement of intellectual property rights;
c. unauthorised use of proprietary technology.
11. Permitted Use
11.1
The Device and Software may be used solely for lawful business operations, including:
-
marketing and promotional activities;
-
analytics;
-
presence or occupancy verification;
-
other legitimate business activities authorised by us.
11.2
Use outside clause 11.1 requires prior written approval.
11.3
Use for any other purpose constitutes unauthorised use.
12. Mandatory Cessation of Use
12.1
Upon receiving written notice requiring cessation, you must immediately:
a. stop using the Device for all purposes;
b. stop using the Software, firmware, Portal and tools;
c. cease all marketing, analytics or occupancy-verification activity;
d. cease hosting Devices at any property;
e. confirm cessation in writing.
12.2
Failure to comply constitutes a material breach.
13. Unauthorised Use
13.1
Unauthorised use includes (but is not limited to):
a. use after permission is withdrawn;
b. use after licence termination;
c. use after Subscription non-payment;
d. use of Software with third-party systems;
e. hosting Devices without permission;
f. modifying, reverse-engineering or bypassing restrictions;
g. using the Device for unapproved purposes;
h. any use by third parties without our written consent.
13.2
Unauthorised use is treated as:
a. infringement of intellectual property rights;
b. unjustified enrichment;
c. a repudiatory breach.
14. Recovery of Financial Gains From Unauthorised Use
14.1
Where unauthorised use results in financial gain, cost saving or commercial benefit, Technical Comms Ltd and/or City Vouchers Ltd may recover:
a. all gains or savings obtained,
b. all fees that would have been payable,
c. damages for contract breach and IP infringement,
d. legal and enforcement costs,
e. consequential losses.
14.2
This includes, without limitation, any operational cost reductions, liability reductions, or benefits relating to presence or occupancy verification.
15. Hosting Devices on Third-Party Premises
15.1
Devices may be placed at third-party premises for lawful business purposes.
15.2
Hosting a Device does not grant any third party:
a. ownership;
b. a licence;
c. configuration rights;
d. intellectual property rights.
15.3
You remain responsible for compliance and correct use.
16. Software Restrictions
16.1
You must not:
a. copy, modify or reverse-engineer Software;
b. integrate Software with third-party systems;
c. sub-license Software;
d. tamper with security features;
e. use any Device with unauthorised firmware.
16.2
Any breach constitutes unauthorised use.
17. Subscription and Fees
17.1
Where required, Subscription fees are payable monthly in advance.
17.2
We may adjust Subscription fees with notice.
17.3
Late payment may result in:
a. suspension of access;
b. termination;
c. treatment of continued use as unauthorised.
18. Termination
18.1
The licence runs for an initial 12-month term, renewing in 12-month cycles.
18.2
You may terminate with 3 months’ written notice, effective after the initial term.
18.3
We may terminate immediately for:
a. non-payment;
b. breach of licence;
c. unauthorised use;
d. misuse of Device or Software;
e. insolvency.
18.4
Upon termination, all Software and Portal use must cease immediately.
19. Injunctive Relief
19.1
We may seek immediate injunctive relief (including emergency injunctions) to prevent actual or threatened unauthorised use.
19.2
This is without prejudice to other remedies.
20. Limitation of Liability (Licence)
20.1
Our total liability under this Agreement shall not exceed:
a. the Subscription fees paid in the previous 12 months, or
b. the sale price of the Device, whichever is higher.
20.2
We are not liable for:
a. loss of profit, revenue or opportunity;
b. loss of data;
c. indirect or consequential loss.
20.3
Nothing limits liability for fraud or death/personal injury caused by negligence.
21. Maintenance and Updates
21.1
We may issue updates, patches or maintenance changes at our discretion.
21.2
You must not block updates.
21.3
We do not warrant uninterrupted or error-free performance.
22. Governing Law
22.1
These Terms are governed by the laws of England and Wales.
22.2
The courts of England and Wales have exclusive jurisdiction.