CA CODING LIMITED.

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Latest Version May 2020
 
 
1. What is this Document?
 
This document (the “Conditions”) forms part of an agreement between CA Coding Limited
(“The Company”) with business offices at 12 Cheedon Close, Dorridge, Solihull. B93 8RJ, United Kingdom and you, the Customer
 
These Conditions together with the Purchase Order and License agreement form the whole of
the Company’s “Agreement” with Customer in respect of CoverJock, BoothPoint, Rotationx or
any other software marketed by The Company (“The Products”) and Services herein being
purchased. The Agreement is a binding document and Customers should ensure that they
understand it.
 
Any changes or modifications to these Conditions must be in written form and signed by an
authorised representative of both Parties.
 
Any other third party products or services described during the sales negotiation are supplied by
the relevant third party and subject to that third party's terms and conditions. Even where third
party products or services are co-branded by Company, Company does not endorse them,
warrant the accuracy of third-party information about those products or services, or warrant the
quality or suitability of those products or services for Customer’s use.
 
2. Definition
 
Customer; The company specified on the Purchase Order as the ordering entity

 
Description: a document referred to in the Purchase Order forming part of the Agreement which
describes a Product or Service that Customers may purchase from The Company;
 
IPR: “Intellectual Property Rights”, patents, trademarks, registered designs, and applications for
same, copyright, design rights, know-how, trade and business names and any other similar
protected rights in any country;
 
License: a “click thru” agreement governing the specific conditions relating to the customer
software programmes included as part of the Products that must be accepted as part of the
installation of the Products.
 
Purchase Order: request by Customer to purchase Product or Services from the Company;
 
Order Confirmation: written acceptance by the Company of Customer’s Order;
 
Price: the total charge for Products and/or Services payable by Customer to the Company;
 
Products: are the products to be provided by the Company in accordance with this Agreement as
defined in the Purchase Order Description and accepted by the Company by signature of this
document.
 
Services: are the Services to be provided by the Company in accordance with this Agreement as
defined in Purchase Order Description that are accepted by the Company by signature of this
document.
 
3. General Conditions
 
Product hardware and software, included in the purchase order, is selected from the Descriptions
and quotations provided to Customer by Company.
 
Continued use of the Product requires a fee to be paid monthly by Customer to Company. In the
event that Customer does not pay the monthly fee then authorised usage of the Product will
cease.

 
Company may submit, as defined in the Product documentation, requests for voice recordings.
Company will endeavour to return these to Customer via features in the Product in a finalised
form as quickly as possible, however, makes no guarantees’ that new voice recordings will be
delivered in a certain timeframe.
 
30 Day Money Back Guarantee (“Guarantee”) - If Customer finds Product is not suitable for their
needs within 30 days Company will provide Customer a 100% refund on Product software
included in the Purchase Order. The Guarantee does not relate to any hardware (including, but
not limited to, computer PC or Tablet computer, internet dongle, memory stick, wireless router)
that is included in the purchase order or used as part of Product. To receive a refund, Customer
must adhere to the following conditions:
 
• Customer must store sufficient music and voice-overs to operate your club normally
• Customer must use The Products at least 5 times within 30 days
• Customer must notify Company in writing of your intention to claim the refund offered as part of
the Guarantee, within 30 days of installation of the Product.
 
Product requires a permanent connection to the internet to operate properly. Customer must
ensure that the product remains connected to a suitable internet connection at all times. In the
event that the Product is disconnected from the Internet Customer must notify Company of a
reason for the disconnection within 2 business days and reconnect the Product to the Internet
within 5 business days otherwise the authorised usage of the product will cease.
 
A suitable wireless network is required in the location in which the Product will operate. The
computer will connect to the tablet “Remote Control” in order for the Product to operate
effectively. Customer should note that wireless networks have limited ranges (distance) and their
operation is degraded by factors such as interference. The Product will not operate correctly
when the “Remote Control” is not in continual connection with the computer via a wireless
connection.
 
A suitable AC power source is required to be provided by Customer to operate the computer
systems on which the Product operates. The tablet computer contains a battery and it is the
responsibility of the Customer to ensure that this is recharged regularly. The company accepts
no responsibility for the failure of the product to operate in the event that the tablet computer
battery is depleted of power.
 
The computer systems that are used to operate the Product are electrical and should be treated
with the same care as other electrical items. Do not allow liquid near or on the computer system
and avoid dropping or bumping the computer systems. Customer is advised to ensure that they
have appropriate separate accidental damage insurance in pace for all customer systems utilised
as part of Product. Replacement “Remote Controls” may be purchased from Company at prices
that are available from Company on request.
 
If the Customer is based in the UK then Customer is required to complete a standing order
instruction in favour of Company to pay for the monthly usage fees. Details of the standing order
instructions are available from Company on request. All other Customers are required to
complete a PayPal Subscription in favour of Company unless the Parties agree otherwise.
 
Documentation is provided with the Product to assist in Customer’s usage of the product. While
every effort is made to ensure that this documentation is accurate no guarantee is made that it is
either complete, up to date or accurate. Customer is requested to contact Company in the event
of incompatibilities between the documentation and the Product.
 
The site survey form, included as part of this Purchase Order document, must be completed by
each Customer and submitted with the Purchase Order.
 
4. Quotations/Orders and Changes
 
The Company quotations are valid only if in writing and for 30 days after the quotation date,
unless otherwise stated in the quotation.
 
All Orders for Products and/or Services shall be regarded as an offer by Customer to purchase
Products and/or Services under the terms of this Agreement.
 
The Company retains the right to alter the monthly charge after a period of no less than 12
months; the Company will give 30 days’ notice to Customer in writing.
 
The Company accepts Customer’s offer to purchase under this Agreement and makes a binding
Agreement by issuing an Order Confirmation.
 
5. Price and Payment
 
The Price that Customers have to pay will be shown on the Company’s quotation and invoices.
The fees to be paid by Customer to the Company for preparation of the Products and Services
are set forth in the Purchase Order. Payment provisions are also set forth on the Purchase
Order, however, if not present all fees are due within 30 days of the date of the Purchase Order.
Fees set forth on the Purchase Order are exclusive of taxes and Expenses, unless explicitly
stated.
 
In the event of payments as defined in the Purchase Order are not received when due, the
Company reserves the right to add an interest charge to any outstanding payments to accrue
daily throughout the month or any part thereof and to be charged monthly for each day’s delay.
The rate of interest shall be up to but not exceeding 3.5% per month above the current prime
rate. In addition, in the event of late payment, the Company may (without prejudice to any other
right or remedy available to it) suspend work under these Conditions until payment in full thereof
has been made.
 
Expenses: Unless otherwise specifically provided in the Purchase Orders, all prices set forth in
such Purchase Order(s) are exclusive of expenses. “Expenses” means payments made by
Customer to cover accommodation, travel, subsistence, shipping, import duties,
telecommunications costs (including without limitation, long distance calls and faxes) courier
charges and other costs incurred by the Company employees in performing their duties, as set
forth in the Description. All Expenses relating to this Purchase Order will be agreed in writing by
Customer and Company in advance of them being incurred unless specifically stated on the
Purchase Order. The Customer shall pay the Company, in addition to the quoted prices, all
Expenses incurred by the Company employees in performing the work called for in an accepted
Purchase Order. Out of pocket Expenses shall be billed to the Customer at the Company actual
cost, without mark-up. Per Diems or other allowances shall be billed at the Company standard
rates (as the same are published from time to time) unless otherwise expressly set forth in the
Purchase Order(s). the Company agrees to invoice the Customer for Expenses on a monthly or
other periodic basis. Customer acknowledges that certain Expenses (such as long-distance calls,
Federal Express, etc) may track through the Company accounting system on a delay basis and
may be invoiced after completion of the Services. Unless otherwise noted in the invoice,
Expenses are payable within thirty (30) days after receipt of the invoice.
 
6. Acceptance of Products
 
Customer should notify the Company promptly: following delivery of any missing, incorrectly
delivered, incorrect specification, or otherwise not as ordered Products or Services. If considered
valid by the Company then the Company shall perform any modification necessary and will
suspend the payment terms by as many days as required to perform the necessary
modifications.
 
7. Changed Conditions; Additional Work; Amendments To Agreement
 
Changed Conditions. If in the reasonable opinion of the Company, project conditions have been
discovered which were not contemplated by or known to the Company at the time the Purchase
Order was made, and if such changed conditions require the pricing, payment schedule or
Description to be modified, the Company shall provide written Notice to Customer within five (5)
days of the event giving rise to such opinion, stating the basis for the Company opinion, and
requesting that Customer negotiate with the Company towards an amendment to the Purchase
Order. If negotiations relating to changed conditions do not result in an amendment acceptable to
both parties, the Company may continue to perform its work under the Purchase Order, in which
case the Company shall be entitled to an equitable adjustment of the time and/or compensation
payable there under.
 
Additional Work. If in the reasonable opinion of the Company, Customer has directed the
Company to perform additional work not provided for or contemplated by the Purchase Order(s)
(Additional Work), the Company shall provide Notice to the Customer within five (5) days of the
event giving rise to such opinion, stating the basis for the Company opinion, and requesting that
Customer negotiate with the Company towards an amendment to the Purchase Order(s). The
Company and Customer shall promptly and in good faith enter into negotiation of an amendment
to the Purchase Order(s). If negotiations relating to Additional Work do not result in an
amendment acceptable to both parties, the Company shall not be obligated to perform the
Additional Work, but shall be required to continue to perform the work originally contemplated by
the Agreement. Notwithstanding anything else contained herein, the Company shall be entitled,
at their sole discretion, to rely upon any oral authorization or written direction signed by a
representative of Customer which acknowledges that any services constitute Additional Work (or
which directs the Company to perform Additional Work) even though such oral authorization or
written direction may not fulfil the formal requirements of this Agreement regarding amendments
to the Agreement(s). Customer has no right under this Agreement to rely on oral representation
from the Company.
 
8. RESPONSIBILITIES OF CUSTOMER
 
Customer shall provide, prior to the implementation of the Product or Services beginning the site
survey questionnaire duly completed and full information regarding requirements for the
Services, and shall furnish such information as expeditiously as necessary for the orderly
progress of the Company work.
 
Customer shall render decisions in a timely manner pertaining to documents or other matters
submitted to Customer by the Company in order to avoid unreasonable delay in the orderly and
sequential progress of the Company work on the Services.
 
Customer shall provide the Company employees and Subcontractors with access to the
Customer’s facilities, Computer systems (“Hardware”) and other systems in order for the
Company to perform its work under the Purchase Order(s).
 
Customer shall give prompt Notice to the Company, whenever Customer observes or otherwise
becomes aware of any defects or suspected defects in the Company work or other developments
that may affect the scope of the Company work or its ability to complete the same in accordance
with the time frames and other requirements set forth in the Purchase Order(s).
 
9. Subcontractors
 
The Company may elect to use subcontractors to complete portions of the Services, or to provide
supplies and equipment to be used in connection with the Services. Customer agrees to permit
the Company to select and retain subcontractors based on capability and/or past performance.