Consumer Terms and Conditions

Agreed terms

1. Interpretation

1.1 The definitions in this clause 1.1 apply to these Terms:

Force Majeure Event: has the meaning given in clause 9.

Order: an order for Soundjack Credits.

Our App: our Soundjack application.

Partner Venue: a venue (e.g. a pub):

(a) with which we have a relationship;

(b) which has a music system;

(c) which will play particular songs/tracks on that music system at our request; and

(d) is listed within Our App

Play: a single ‘play’ of a particular song/track available on a music system in a particular Partner Venue.

Services: our provision of Plays and other services in exchange for Soundjack Credits.

Soundjack Credits: credits held within Our App, which may be exchanged for Plays.

Terms: the terms and conditions set out in this document.

We/us: Soundnet Limited, registered in England and Wales with company number 04108050, of 131 Edgware Road, London, W2 2AP.

Writing or written: includes faxes and e-mail.

1.2 Headings do not affect the interpretation of these Terms.

2. Basis of Sale

(a) These Terms and the Order set out the whole agreement between you and us for the supply of Soundjack Credits and Plays.

(b) Please check that the details in these Terms and in the Order are complete and accurate before you commit yourself to entering into a contract. If you think that there is a mistake, please make sure that you ask us to confirm any changes in writing, as we only accept responsibility for statements and representations made in writing by our authorised employees and agents.

(c) Please ensure that you read and understand these Terms before you submit the Order, because you will be bound by the Terms once a contract comes into existence between us (in accordance with clause 2.5).

2.2 If any of these Terms are inconsistent with our terms of use, these Terms shall prevail.

2.3 An Order is an offer by you to enter into a binding contract with us, which we are free to accept or decline at our absolute discretion.

2.4 By placing an Order, you confirm that you:

(a) will comply with our App Terms Of Use

(b) are the registered owner of the user account from which the Order is placed;

(c) are a UK resident;

(d) understand how you can ‘spend’ your Soundjack Credits from within Our App (as discussed below); and

(e) are either:

(i) over the age of 16; or

(ii) have the permission of your parent or guardian to place the Order.

2.5 These Terms shall become binding on you and us when we add the relevant Soundjack Credits to your account within Our App, at which point a contract shall come into existence between us. Assuming we do not decline your Order, we will add the relevant Soundjack Credits within 1 hour of your Order.

2.6 At any time within eight working days of placing an Order, you may amend or cancel the Order by providing us with written notice. However, you shall have no right to cancel that Order if you have started to use the Soundjack Credits. For example, you place an Order for £10 worth of Soundjack Credits and then spend two of those Soundjack Credits – in this situation, you would not be entitled to cancel that Order.

2.7 We have the right to revise and amend our terms from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities. You will be subject to the policies and terms in force at the time that you place orders with us.

3. Soundjack Credits & Plays

3.1 From within Our App, you can ‘spend’ Soundjack Credits by ‘purchasing’ a Play. The songs/tracks available to ‘purchase’ vary by Partner Venue (i.e. according to what music is available on that Partner Venue’s music system).

3.2 The amount of Soundjack Credits required in order to ‘purchase’ a Play at any Partner Venue will depend on:

(a) the venue;

(b) the time and day of the week;

(c) the particular song.

For example, to purchase a play of ‘Yellow’ by Coldplay in the fictional Red Lion pub might cost 1 Credit at 15:00 on a Monday but 2 Soundjack Credits at 21:00 on a Friday. Furthermore, to play the same song at the fictional Black Horse pub also at 21:00 on Friday might cost 3 Soundjack Credits.

3.3 There is no need for you to be in the Partner Venue where you want to purchase a Play. For example, your friends might be in the Red Lion and you might be in the Black Horse; you could still select a Play in the Red Lion.

3.4 A number of other users of Our App may ‘purchase’ Plays in the same Partner Venue around the same time as you. Plays will ordinarily occur in the order in which they were purchased. However, you can choose to have your Play occur earlier by the ‘payment’ of additional Credit(s).

4. Quality of services

4.1 Unless we are prevented from doing so by a Force Majeure Event, we will:

(a) provide the Services:

(i) so that they match their description in all material respects;

(ii) with reasonable care and skill;

(iii) so that they are fit for any purpose that we say that they are fit for, or for any purpose for which you use them (and about which you have informed us) or for which we could reasonably expect you to use them;

(iv) comply with all applicable statutory and regulatory requirements for supplying these services in the United Kingdom;

(b) ensure that Our App:

(i) conforms in all material respects with its description;

(ii) is fit for any purpose that we say it is fit for, or for any purpose for which you use Our App (and about which you have informed us) or for which we could reasonably expect you to use Our App;

(iii) is free from material defects in design, material and workmanship; and

(iv) complies with all applicable statutory and regulatory requirements for supplying the app in the United Kingdom.

4.2 This promise is in addition to your legal rights in relation to the Services and Our App which are not carried out with reasonable skill and care or which otherwise do not conform with these Terms. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.

4.3 We only supply the Services and Our App for domestic and private use. You legally promise not to use the Services or Our App for any commercial purpose.

5. Provision of services

5.1 We will provide the Services, at your request, from the point at which we have credited the relevant Soundjack Credits to your account until you have exhausted those Soundjack Credits.

5.2 Soundjack Credits will remain valid for twelve months

5.3 We may have to suspend the Services if we have to deal with technical problems or have to make improvements to our services. We will let you know in advance where this occurs, unless the problem is urgent or an emergency.

6. Defective services

6.1 In the unlikely event that the Services do not conform with these Terms, please let us know as soon as possible after we have carried them out. If they do not conform with these Terms, we will provide you with (depending on what is reasonable) a full/partial refund of either Soundjack Credits or the purchase price of your Order.

6.2 These Terms will apply to any replacement Services we supply to you.

7. Price and payment

7.1 The price of the Soundjack Credits will be as quoted within Our App. Prices are liable to change at any time but price changes will not affect Orders which are binding in accordance with clause 2.4.

7.2 Our prices include VAT.

7.3 Payment is required at the time that you place an Order. In the event that no binding contract is formed (as set out in clause 2.5) between us, we will promptly refund the payment.

8. Limitation of liability

8.1 Subject to clause 8.3:

(a) a number of other users of Our App may ‘purchase’ Plays in the same Partner Venue around the same time as you. Therefore, it is possible that it may take some time for your Play to occur. we shall not be responsible for that delay;

(b) if either of us fails to comply with these Terms, neither of us shall be responsible for any losses that the other suffers as a result, except for those losses which we or you could reasonably foresee would result from that failure;

(c) in order to be able to ‘purchase’ Plays, you must have an Internet connection on the device on which Our App is installed. It is your responsibility to ensure that your device has an Internet connection. Some areas of the country have poor wireless/mobile Internet coverage and we shall not be responsible if you are unable to ‘purchase’ Plays because you do not have sufficient Internet coverage;

(d) some mobile/wireless Internet providers (e.g. O2, Orange, BT) charge users according to how much data they download/upload. The quantity of data you download/upload when using Our App is your responsibility. We shall not be responsible if you are obliged to pay an Internet provider for data downloaded/uploaded via Our App;

8.2 Neither of us shall be responsible for losses that result from our failure to comply with these Terms including, but not limited to, losses that fall into the following categories:

(a) loss of income or revenue;

(b) loss of business;

(c) loss of anticipated savings; or

(d) loss of data.

However, this clause 8.2 shall not prevent claims for foreseeable loss of, or damage to, your physical property.

8.3 This clause does not include or limit in any way our liability for:

(a) death or personal injury caused by our negligence;

(b) fraud or fraudulent misrepresentation;

(c) any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;

(d) losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability; or

(e) any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.

9. Events outside our control

9.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control (Force Majeure Event).

9.2 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following:

(a) strikes, lock-outs or other industrial action;

(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

(c) unavailability of services provided to us or Partner Venues by third parties (e.g. server hosts or Internet providers);

(d) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

(e) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; or

(f) impossibility of the use of public or private telecommunications networks.

9.3 Our obligations under these Terms are suspended for the period that the Force Majeure Event continues, and we will extend the time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms can be performed despite the Force Majeure Event.

10. Termination

10.1 The contract between us in respect of the Order shall terminate automatically on you having used all of the Soundjack Credits (relevant to that Order).

10.2 In the event that we withdraw the use of Soundjack Credits from Our App, we will promptly provide you with a pro rata refund in respect of any Soundjack Credits remaining from the Order and that will terminate the contract between us.

10.3 Termination will not affect either party’s outstanding rights, duties or existing liabilities.

11. Assignment

You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent, which we will not withhold unreasonably. We can transfer all or any of our rights and obligations under these Terms to another organisation, but this will not affect your rights under these Terms.

12. Notices

All notices sent by you to us must be sent to Soundnet Limited at 4 Greenland Place, Camden, London, NW1 0AP We may give notice to you at the e-mail or postal address you provide to us in the Order. Notice will be deemed received and properly served 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.

13. Data protection

Any personal information that you have only provided to us in the course of placing the Order will not be used by us or passed to third parties. However, if you have provided us with any personal information at some other time, we will use that personal information in accordance with our Privacy Policy (to which you agreed when you provided us with that information).

14. General

14.1 If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

14.2 If we fail, at any time while these Terms are in force, to insist that you perform any of your obligations under these Terms, or if we do not exercise any of our rights or remedies under these Terms, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.

14.3 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.

14.4 These Terms shall be governed by English law and you and we both agree to the non-exclusive jurisdiction of the English courts.