Terms of Business – Bleep (UK) PLC

1) DEFINITIONS

1.1 In these Terms of Business the following expressions shall have the following meanings save where the context otherwise requires:

– 1.1.1 “Bleep (UK)” means Bleep (UK) PLC.

– 1.1.2 “Bleep Software” means any Software which is developed by Bleep (UK) and marketed by Bleep (UK) under its own name and which is to be supplied hereunder.

– 1.1.3 “Client” means the person to whom or to whose order Goods, Software or Services are to be supplied hereunder.

– 1.1.4 “Goods” means computer hardware, cash tills or other goods to be supplied hereunder.

– 1.1.5 “Software” means computer software on any media to be supplied hereunder and may include Bleep Software.

– 1.1.6 “Services” means any services to be supplied by or on behalf of Bleep (UK) hereunder.

– 1.1.7 “These Terms” means these Terms of Business.

2) CONTRACT

2.1 All Services and Goods supplied by Bleep (UK) are supplied subject to these Terms unless varied by written document signed on behalf of Bleep (UK) by a director. However the same may purport to be qualified, the placing of an order with Bleep (UK) or the acceptance of Goods, Software or Services from Bleep (UK) shall be deemed acceptance of these Terms.

3) PRICES AND TERMS OF PAYMENT

3.1 The rates charged by Bleep (UK) for the services of their staff are subject to review from time to time and the Client will be charged the current charge rate(s) applicable at the time of supply of the Services.

3.2 Unless otherwise stated all prices quoted by Bleep (UK) are net of Value Added Tax and are for delivery ex works.

3.3 Unless otherwise agreed in writing by Bleep (UK), payment in full shall be made at Bleep (UK)’s offices on or before delivery of Goods or Software sold hereunder and before work commences on any Services to be provided hereunder.

3.4 Payment for any Goods, Software or Services shall be made without deduction whether by reason of set off or otherwise.

3.5 Any sum overdue for payment from the Client to Bleep (UK) shall bear interest at the rate of 3% for each calendar month or part of a calendar month until actual payment in cash or cleared funds (whether before or after judgment in a court of law).

4) TITLE AND RISK

4.1 Risk in the Goods shall pass to the Client on delivery.

4.2 Notwithstanding delivery of the Goods and/or Software and the passing of risk in the Goods and/or Software and any other provision of these Terms, the property in the Goods and Software shall not pass to the Client until Bleep (UK) have received, in cash or cleared funds, payment in full of the price of the Goods and Software and any Services supplied in relation thereto and all other sums payment of which is then due from the Client to Bleep (UK).

4.3 Provisions relating to retention of title. Until such time as property in the Goods and Software has passed to the Client:

– 4.3.1 The Client shall hold the Goods and Software as fiduciary agent and bailee for Bleep (UK) and shall keep the Goods and Software separate from any property of the Client and third parties and properly stored, protected and insured and clearly identified as the property of Bleep (UK) but the Client shall be entitled to resell the Goods and Software in the ordinary course of its business (but not otherwise) and provided that the Client shall hold, separate from other monies, the proceeds of any insurance claim in respect of the Goods and/or Software as trustee for Bleep (UK);

– 4.3.2 if the Client shall sell the Goods and/or Software (whether or not in breach of clause 4.4.3.1) the Client shall hold, separate from other monies, the full amount of any proceeds of such a sale or the right to recover the same as trustee for Bleep (UK) (without Bleep (UK) thereby being obliged to comply with the obligations of the Client to the purchaser);

– 4.3.3 Bleep (UK) shall be entitled at any time to require the Client to deliver up the Goods and Software (provided that they still exist and have not been resold by the Client in such manner as shall have given the purchaser good title thereto) to Bleep (UK) and, if the Client fails to do so forthwith, Bleep (UK) or its agents or authorised representatives shall be entitled at any time and without notice to enter upon any premises of the Client or a third party where the Goods and/or Software (or part thereof) are located (or believed to be located) and repossess the same;

– 4.3.4 the Client shall not be entitled to pledge, charge or otherwise dispose of any interest in the Goods or Software (save as provided by clause 4.4.3.1) but if the Client does so all monies owing by the Client to Bleep (UK) shall (without prejudice to any other right or remedy of Bleep (UK)) forthwith become due and payable.

4.4 Title to Software shall consist of a non-exclusive licence to use the same on the terms of the manufacturer’s licence which accompanies the Software.

4.5 In the case of any Bleep Software (and notwithstanding the terms of the licence which accompanies the same) such licence shall terminate if the Client fails to pay all sums due to Bleep (UK). Bleep Software may contain a payment code which will be asked for by the Software. This payment code may be withheld if payment of all monies then due from the Client to Bleep (UK) has not been received in cash or cleared funds.

5) WARRANTY AND TRAINING

5.1 If and only if the Client has made payment in full to Bleep (UK) therefore Bleep (UK) warrants the Goods to be free from defects caused by faulty materials or poor workmanship where such defect becomes apparent within a period of 90 days from delivery thereof PROVIDED:

– 5.1.1 that the Client gives written notice to Bleep (UK) within 7 days of any defect becoming apparent with full details thereof; and

– 5.1.2 that examination of the items by Bleep (UK) shall disclose to its satisfaction that such defect exists and was caused by faulty materials or poor workmanship; and

– 5.1.3 that the liability of Bleep (UK) hereunder shall be limited to the replacement or repair (at Bleep (UK)’s option) of the item.

5.2 This warranty is contingent on proper use of the Goods in the application intended and does not apply to any item which has been modified or had any equipment connected to it otherwise than with the written consent of Bleep (UK) or which has had the original identification marks removed or altered. Nor will this warranty apply to any item which has been subjected to any unusual physical, thermal or electrical stress or conditions. The contingencies and exceptions of this clause shall apply whether or not those matters can be shown to be the cause of or relevant to the particular defect or matter complained of.

5.3 If and only if the Client has made payment in full to Bleep (UK) therefore Bleep (UK) warrants the Software to be free from defects caused by the same being supplied on corrupted or defective disks or other media. Save as aforesaid Bleep (UK) does not warrant that the Software is free from defects and the Client must satisfy itself as to the standard of performance and reliability of Software by attending demonstrations or otherwise testing such Software prior to ordering the same from Bleep (UK).

5.4 The Client shall pay Bleep (UK) the cost of any test and transport of Goods or Software in respect of which Bleep (UK) does not admit liability hereunder.

5.5 Save as may be agreed in writing Bleep (UK) shall not be obliged to install the Software nor to provide the Client with any training or product support.

6) TERMINATION

6.1 If the Client, being an individual(s), shall make an offer to make any arrangement or composition with creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against him or any of them or if the Client, being a limited company, any resolution or petition to wind up the Client (other than for the purposes of a solvent reconstruction or amalgamation) or for an administration order in respect of the Client shall be passed or presented, or if a receiver of the property undertaking or assets (or any part thereof) of the Client shall be appointed or if any analogous procedure shall be taken in respect of the Client in any jurisdiction or if the Client shall commit any breach of its obligations hereunder, then, and in any such case, Bleep (UK) may forthwith (and without prejudice to any other right or remedy of Bleep (UK)).

– 6.1.1  suspend or determine this agreement or any unfulfilled part thereof; and

– 6.1.2  stop any Goods or Software, in transit; and

– 6.1.3  recover any Goods and Software from the Client title to which has not passed to the Client; and

– 6.1.4  terminate the Client’s licence of any Bleep Software and withhold the payment code.

6.2 Such termination shall be without prejudice to Bleep (UK)’s remaining and continuing rights under these Terms in relation to liability, title and risk.

6.3 Upon termination of this agreement whether by the parties under these Terms or by operation of law the Client shall at its expense forthwith return to Bleep (UK) all copies of Software and written material related thereto.

7) LIABILITY

7.1 Under no circumstances will Bleep (UK) be liable for any special, indirect or consequential losses or damages including (without limitation) any damages resulting from or associated with losses of data, programs, sales, profits, property use or inaccurate output, or for work delays, re-run time, or any property damage whether or not such losses or damages arise out of the negligence of Bleep (UK).

7.2 Dates for delivery are estimated dates only and Bleep (UK) shall not be liable for damages for delay in delivery of Goods or Software unless caused solely by the negligence of Bleep (UK).

7.3 Bleep (UK)’s liability in respect of any defective Goods or Software or any other item supplied hereunder shall be limited to the value thereof (such value to be deemed to be the sale price of the item from Bleep (UK) to the Client).

7.4 If the Client is at risk of economic loss or damage to its business, trade or personally (or if the Client is at risk of causing such loss or damage to others) as a result of defects or failures in relation to the Goods, Software or Services it is advised to insure against such risk. Bleep (UK) shall not be liable for any such loss or damage as is described in this sub paragraph and the Client shall indemnify and keep indemnified Bleep (UK) against any claim for such loss or damage.

7.5 Bleep (UK) shall not be responsible for non-performance in whole or in part of its obligations nor under any liability to the Client under this agreement if or to the extent that such non-performance or liability is due to any cause beyond the control of Bleep (UK) including, without limitation, act of God, war, declaration of war, insurrection, riot, civil commotion, Government regulation, embargo, explosion, strike, labour dispute, failure of its subcontractors to honour their obligations to Bleep (UK), illness, flood, fire, or tempest.

7.6 Subject as expressly provided in these Terms all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

7.7 Nothing in this clause shall operate so as to exclude Bleep (UK)’s liability for death or personal injury arising out of its negligence.

7.8 Each foregoing sub-clause of this clause shall constitute a separate and severable agreement. The provisions of this clause shall continue in effect notwithstanding the termination, completion or any other matter which might otherwise cause this agreement to become ineffective.

7.9 The provisions of this clause shall operate to protect every servant, agent and subcontractor of Bleep (UK) and Bleep (UK) shall be deemed to be trustee for itself and such servants, agents and subcontractors so as to make them parties to this agreement for the purposes of this clause only.

8) MISCELLANEOUS

8.1 This agreement shall form the entire agreement between the parties and supersedes any previous agreement and (save so far as expressly preserved hereby) representations oral or otherwise made by either of the parties. The Client warrants that it has not relied on any representation made by Bleep (UK) in entering into this agreement.

8.2 Failure by either party at any time to enforce any right claim or provision of this agreement or arising hereunder shall not be construed as a waiver of such right, claim or provision.

8.3 Bleep (UK) may perform any of its obligations hereunder by independent contractors and may assign the benefit of this agreement.

8.4 In construing this agreement the following provisions shall apply:

– 8.4.1 if the Client consists of more than one person, corporation or entity then their obligations hereunder shall be joint and several.

– 8.4.2 the clause headings are for ease of reference only and shall be ignored.

8.5 All notices given by either party under this agreement or pursuant to it shall be in writing and given to the other party at its address shown in this agreement or at such other address as that party may have nominated in writing for that purpose. All notices may be served by personal delivery, first class registered or recorded delivery post, telex or by facsimile transmission. Any notice given by post shall be deemed to be received by the party to whom it was given 48 hours after posting (excluding Saturday, Sundays and U.K. bank and public holidays). Notices given by telex or facsimile shall be deemed to have been given 1 hour after transmission thereof.

8.6 This agreement shall be construed according to the laws of England and any dispute in connection therewith shall be tried in the courts of England.

NON EXCLUSIVE LICENCE AGREEMENT – BLEEP (UK) PLC

1) DEFINITIONS

1.1 In this agreement the following definitions shall apply (save where the context otherwise requires):

– 1.1.1 “Bleep (UK)” means Bleep (UK) PLC of Bleep UK PLC of Unit 730 Tudor Estate, Abbey Road, London, NW10 7UN

– 1.1.2 “The Licensee” means the company or individual acquiring the licence hereby granted.

– 1.1.3 “The Product” comprises the software in respect of which the Licensee has acquired the licence hereby granted and including all enhancements thereof licensed to the Licensee hereafter.

1.1.4 “The Documentation” means the manual and other documentation provided with the Product.

1.1.5 “The agreement Term” means a perpetual term (subject to the termination provisions contained in this agreement).

– 1.1.6 “Designated System” means the configuration or configurations of hardware and software for which the Product is supplied.

– 1.1.7 “The Intellectual Property” means all rights and claims (including existing, future and contingent rights and claims) in respect of passing off, trade names, trade or service marks, copyright, registered designs, letters patent and applications therefor and all other industrial and intellectual property rights owned, held, controlled or arising anywhere in the world and capable of legal protection in any jurisdiction.

– 1.1.8 “The Effective Date” means the date upon which the Licensee shall take delivery of a copy of the Product.

– 1.1.9 “The Warranty Period” means 30 days commencing on the Effective Date.

2) LICENCE

2.1 Bleep (UK) grants to the Licensee personally a non-assignable, non-exclusive licence to use the Product and the Documentation.

2.2 Bleep (UK) is not obliged under this agreement to deliver or offer to the Licensee any new release or version of or option for the Product.

2.3 The Licensee shall not in any way modify, alter, copy on any media, sub-licence, deal with or use the Product save as specifically provided in this agreement.

3) WARRANTY

3.1 Subject to the conditions contained in this clause Bleep (UK) will attempt to provide a remedy for any fault in the Product provided such fault is reported to Bleep (UK) during the Warranty Period in the format required by Bleep (UK) from time to time. Such remedy may consist of a New Release, corrected documentation, work around procedure or restriction.

3.2 No warranty is given in respect of any of the following matters (and any representation in respect of any such matter is hereby withdrawn):

– 3.2.1 that the Product is free from errors;

– 3.2.2 that the Product will operate with any hardware or software other than the Designated System;

– 3.2.3 that the Product will meet any specific requirements or specifications of the Licensee.

3.3 If the Product is modified, adapted or altered otherwise than by Bleep (UK) or if the Product is used otherwise than in conjunction with a Designated System then, and in any such case, the warranty hereunder shall not apply to any fault whether or not it arises from such modification, adaptation, alteration or use. Bleep (UK) will be entitled to charge for all work carried out on the Product in any such case.

3.4 The obligations of Bleep (UK) under this clause shall be conditional upon:

– 3.4.1 the proper use of the Product on a Designated System; and

– 3.4.2 delivery by the Licensee of fault reports which shall contain such detail of any fault and other information as Bleep (UK) shall reasonably require and which shall be in such form and on such media as Bleep (UK) shall reasonably require; and

– 3.4.3 Bleep (UK) being able to reproduct the fault upon a Designated System and if Bleep (UK) are not so able to reproduce the fault or other defect then the Licensee shall demonstrate the fault to Bleep (UK) on a Designated System before requiring Bleep (UK) to issue a remedy therefor.

3.5 Bleep (UK) warrants that the Product is its property and that it is entitled to grant to the Licensee the licence and the rights contained in this agreement.

4) PAYMENT

4.1 The licence granted hereunder and the obligations of Bleep (UK) shall be conditional upon the payment of any agreed licence fee to Bleep (UK) in respect of the Product. The Product contains a payment code which will prevent use of the Product unless payment of the licence fee has been made to Bleep (UK).

4.2 Any sum overdue for payment from the Licensee to Bleep (UK) (whether under this agreement or otherwise) shall bear interest at the rate of 3% for each calendar month or part of a calendar month until actual payment in cash or cleared funds (whether before or after judgment in a court of law).

5) INTELLECTUAL PROPERTY

5.1 Bleep (UK) owns and retains the Intellectual Property in the Product and the Documentation. The Licensee shall use its best endeavours to protect such Intellectual Property of Bleep (UK) and will ensure that any copyright notice of Bleep (UK) is retained on the Product and the Documentation. 5.2 The Licensee shall not take any copies or extracts from the Product or the Documentation in any form and for any purpose (save for one copy for security back up purposes only). The Licensee shall not use any technique to produce a copy of the Product or any part thereof in any code or any form.

6) EXCLUSION OF LIABILITY

6.1 Under no circumstances will Bleep (UK) be liable for any special, indirect or consequential losses or damages including (without limitation) any damages resulting from or associated with losses of data, programs, sales, profits, property use or inaccurate output, or for work delays, re-run time, or any property damage whether or not such losses or damages arise out of the negligence of Bleep (UK).

6.2 The liability of Bleep (UK) hereunder shall be limited to the duty to replace any defective copy of the Product and the duties of Bleep (UK) as described in clause 3 hereof.

6.3 Bleep (UK) shall not be responsible for non-performance in whole or in part of its obligations nor under any liability to the Licensee under this agreement if or to the extent that such non- performance or liability is due to any cause beyond the control of Bleep (UK) including (without limitation) act of God, war, declaration of war, insurrection, riot, civil commotion, Government regulation, embargo, explosion, strike, labour dispute, failure of sub-contractors to honour their obligations to Bleep (UK), illness, flood, fire or tempest.

6.4 The aggregate liability of Bleep (UK) hereunder shall not exceed the amount of the licence fee paid by the Licensee for the Product.

6.5 Each foregoing sub-clause of this clause shall constitute a separate and severable agreement. The provisions of this clause shall continue in effect notwithstanding the termination, completion or any other matter which might otherwise cause this agreement to become ineffective.

6.6 This clause shall be for the benefit of Bleep (UK) and its staff, agents and subcontractors and Bleep (UK) shall be deemed to be agents and trustees for such staff, agents and sub-contractors so as to make them parties to this agreement for the purposes of this clause only.

7) TERMINATION OF AGREEMENT

7.1 If the Licensee shall fail to pay any sum due hereunder or commit any other breach of its obligations hereunder and shall fail to pay such sum or rectify such breach (where capable of rectification) within 14 days of being given notice in writing to do so then, and in any such case, Bleep (UK) may by notice in writing forthwith (and without prejudice to any other right or remedy of Bleep (UK)) terminate this agreement (or any unfulfilled part thereof) and may terminate the licence granted hereunder.

7.2 Upon termination of this agreement (howsoever terminated) the Licensee shall forthwith erase destroy or return to Bleep (UK) all copies of the Product and the Documentation and immediately cease all use of the Product and Bleep (UK) shall not be required to complete any outstanding warranty obligations.

8) GENERAL AND CONSTRUCTION

8.1 This agreement is personal to the Licensee and shall not be assigned in whole or part by the Licensee.

8.2 This agreement shall form the entire agreement between the parties and supersedes any previous agreement and (save so far as expressly preserved hereby) representations oral or otherwise made by either of the parties. The Licensee warrants that it has not relied on any representation made by Bleep (UK) in entering into this agreement.

8.3 This agreement cannot be altered, changed, supplemented or amended, except by written instrument signed by the parties hereto.

8.4 Failure by either party at any time to enforce any right claim or provision of this agreement or arising hereunder shall not be construed as a waiver of such right, claim or provision.

8.5 Bleep (UK) may perform any of its obligations hereunder by independent contractors and may assign the benefit of this agreement.

8.6 In construing this agreement the following provisions shall apply:

– 8.6.1 if the Licensee consists of more than one person, corporation or entity then their obligations hereunder shall be joint and several

– 8.6.2 the clause headings are for ease of reference only and shall be ignored.

8.7 All notices given by either party under this agreement or pursuant to it shall be in writing and given to the other party at its address shown in this agreement or at such other address as that party may have nominated in writing for that purpose. All notices may be served by personal delivery, first class registered or recorded delivery post, telex or by facsimile transmission. Any notice given by post shall be deemed to be received by the party to whom it was given 48 hours after posting (excluding Saturday, Sundays and U.K. bank and public holidays). Notices given by telex or facsimile shall be deemed to have been given 1 hour after transmission thereof.

8.8 This agreement shall be subject to the laws of England and any dispute in connection therewith shall be tried in the courts of England.