Summary of the Jewelcounter Subscription Agreement (the "Agreement")
This summary is intended as a brief description of some of the main points in the Agreement and should not be relied upon in your decision to subscribe for Jewelcounter's platform services or any other services Jewelcounter provides. We recommend that you read the Agreement in full and take legal advice if you are unsure of the meaning of any of its terms. Jewelcounter makes no guarantee of accuracy of this summary and accepts no liability whatsoever to the subscriber for any action that the subscriber takes or omits to take having read this summary or any loss or damage of any kind resulting from that action or omission.
Purpose of the Agreement
To provide a legal framework which governs the provision of services by Jewelcounter, including the white label SaaS subscription services, data feeds, CAD services, product supply, and other services it offers, and the receipt of those services by the subscriber.
In return for payment of the subscription fees the subscriber is granted a licence to use the platform and to integrate Jewelcounter's CAD software into its website on a white label basis. The subscriber may not do anything to the software other than what is necessary to integrate it. Particularly, no modification, reverse engineering or distribution of the software is permitted.
Support is provided during UK office hours and in relation to integration. Technology support to the subscriber's site which incorporates the software is not part of the regular support offer.
If you request Jewelcounter to provide consulting, website design or other services, which are not part of the regular agreement, the costs and deliverables must be agreed in advance in a written document or email.
The Agreement describes how you place an order through the platform, how payment is made and gives some assurances as to quality, and cancellation terms.
Subscriber's content and marks
The Subscriber does not transfer any rights to Jewelcounter in its existing intellectual property, but it grants the rights to Jewelcounter to use the subscriber content and other material as necessary, in order to provide the requested services.
If Jewelcounter processes any personal data of the subscriber, the subscriber will be the data controller and Jewelcounter the data processor as defined in data protection legislation. This means the subscriber will remain responsible for its personal data, but the processor will nonetheless have to comply with all applicable law in relation to the personal data of the subscriber.
Delivery, ownership and risk
The delivery terms of a product created from a CAD will be set out in the purchase order or invoice. Ownership will pass to the subscriber on delivery provided the goods have been paid for.
If any product is defective according to generally accepted practices in the jewellery industry, and the definition of which maybe added in an annexure to the Agreement, Jewelcounter will repair, replace or give a full refund to the subscriber.
Charges and payment
The subscription fees and product costs are generally charged to the card details that the subscriber provides or, if agreed by Jewelcounter, when invoiced by Jewelcounter. Jewelcounter may disable the subscriber account if fees are not paid.
Both sides commit to standard confidentiality terms.
The subscriber indemnifies Jewelcounter for any loss or liability that Jewelcounter suffers due to the subscriber's activities in relation to the platform, and Jewelcounter indemnifies the subscriber for any loss or liability the subscriber suffers due to claims from third parties caused by Jewelcounter infringing third party rights or causing physical damage to property or persons.
Jewelcounter limits its liability to a financial level equal to double the subscription fees paid in a 12 months period prior to the event that gives rise to the liability.
The subscriber can terminate the Agreement after 3 years by giving 40 day's notice before the end of the 3 years. If it is not terminated then, the Agreement continues on an annual rolling basis so the subscriber can terminate at the end of each subsequent 12 month period. Either party can terminate for the insolvency of the other party, or material breach of the Agreement.
Governing Law and Jurisdiction
The Agreement is governed by English law and disputes would be heard in the courts of England and Wales.
Jewelcounter Global Limited is registered in England under registration number 112391127 and has its registered office at 3 rd floor, 24 Old Bond Street, London United Kingdom, W1S 4AP ("Jewelcounter).
Jewelcounter agrees to licence and/or grant you (the "Subscriber") access to the Platform and Services, as defined below and provide support and Services to you only if you accept and agree to be bound by the terms and conditions in this Subscription Agreement (the "Agreement"). By subscribing to our Services via our Website and by using the Platform, you agree to be bound the terms of this Agreement.
Jewelcounter provides a hosted software-as-a-service environment and associated services for the purpose of facilitating the Subscriber to deliver computer generated design and manufacture of jewellery services to its customers.The Subscriber wishes to use Jewelcounter's services in its business operations.
Jewelcounter has agreed to provide and the Subscriber has agreed to take and pay for Jewelcounter's services subject to the terms and conditions of this agreement.
- Interpretation The definitions and rules of interpretation in this clause apply in this agreement.
- any unauthorised third-party access to the Services or the Platform; or
- any use of the Service by the Subscriber, any Authorised User that has the potential to materially impact the Platform, the Services or use of the Services by any other customer of Jewelcounter or any of that customer's users; or
- any Vulnerability or Virus introduced into the Platform or the Services by (or facilitated through) the Subscriber or any Authorised User.
- the provision of the Platform, the Software and the Support;
- the hosting of the Platform;
- Product design using CAD files;
- Creator/CAD Designer selection and Product orders;
- Professional Services; and
- any other services as Jewelcounter may decide, at its discretion to offer to the Subscriber or to integrate into the Platform from time to time.
- Clause and paragraph headings shall not affect the interpretation of this agreement.
- A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
- A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
- Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
- Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
- A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
- A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
- A reference to writing or written includes email.
- References to clauses are to the clauses of this agreement;
- Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- Subject to the Subscriber payment of the Subscription Fees in accordance with clause 10.1 , the restrictions set out in this clause 2 and the other terms and conditions of this agreement, Jewelcounter hereby grants to the Subscriber a non-exclusive, non-transferable right during the Subscription Term:
- to use and permit its Authorised Users to use the Platform, the Services and the Documentation solely for Subscriber's internal business operations;
- to use and integrate the Software into the Subscriber Site, to provide the Services, solely as integrated into the Subscriber Site to customers and to permit those Services to be used in association with the Subscriber's Marks.
- In relation to the Authorised Users, the Subscriber undertakes that:
- each Authorised User shall keep a secure and confidential password for his use of the Services and Documentation;
- it shall disable any Authorised User's access to the Services and the Documentation promptly upon termination or suspension of such Authorised User's employment or services contract with the Subscriber.
- Notwithstanding any other provision in this agreement, if there is a Security Event, Jewelcounter may, without liability or prejudice to its other rights and without prior notice to the Subscriber, remove the relevant Subscriber Content and disable the Subscriber Account until the relevant Security Event has been resolved. Jewelcounter shall give the Subscriber notice as soon as is reasonably practicable of the nature of the relevant Security Event.
- The Subscriber shall not:
- except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
- except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
- attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
- access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;
- subject to clause 23.1 , license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, provided that the provision of Services to customers is permitted to the extent necessary to enable them to use the Subscriber Site;
- attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2 ; or
- introduce, or permit the introduction of, any Virus or Vulnerability into the Platform or the Services.
- The Subscriber shall:
- use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, immediately notify Jewelcounter; and
- comply with any further obligations set out in the Documentation that govern use of the Services.
- The rights provided under this clause 2 are granted to the Subscriber only, and shall not be considered granted to any subsidiary or holding company of the Subscriber.
- Any Open-Source Software provided by Jewelcounter may be used according to the terms and conditions of the specific licence under which the relevant Open-Source Software is distributed, but is provided "as is" and expressly subject to the disclaimer in clause 14.2(a) . Such terms and conditions shall govern such use to the extent that they expressly supersede this agreement.
- The Services
- Jewelcounter shall, during the Subscription Term provide the Services and access to the Platform and make available the Documentation to the Subscriber on and subject to the terms of this agreement; and
- Jewelcounter shall use commercially reasonable endeavours to make the Platform available 24 hours a day, seven days a week, except for unscheduled maintenance performed outside Normal Business Hours, provided that Jewelcounter has used reasonable endeavours to give the Subscriber notice in advance.
- Jewelcounter will, as part of the Services and at no additional cost to the Subscriber, provide the Subscriber with Jewelcounter's standard customer support services as described in the Documentation, during Normal Business Hours, except as otherwise agreed between the parties.
- Notwithstanding any other provision in this agreement, the Subscriber acknowledges and agrees that it is responsible for technical support of the Subscriber Site.
- From time to time Jewelcounter may:
- modify the Services by issuing updates; and
- make new features, functionality, applications or tools available in respect of the Services, whose use may be subject to the Subscriber's acceptance of further terms and conditions, and where possible and practical shall give the Subscriber written notice of material modifications to the Services and any such new features, functionality, applications or tools. For clarity, any modification to the Subscription Fees shall be addressed under clause Error! Reference source not found.
- The provision of Professional Services to the Subscriber shall be set out in a Professional Services Statement of Work.
- The parties acknowledge that the scope of the Professional Services provided to the Subscriber shall consist solely of either or both of: (a) website design and development and (b) assistance with Software integration and usage.
- The Subscriber shall be assigned ownership rights in the Deliverables, if any, created specifically for the Subscriber pursuant to a Professional Services Statement of Work. Each SOW must be signed by both parties before Jewelcounter shall commence work under such SOW.
- Product Orders and cancellation
- During the Term the Subscriber may use the Platform to choose a design and request proposals from Creator/CAD Designers for the manufacture and delivery of a Product (a Request).
- The Request will specify :
- the Product Design/Product Specification;
- timelines and deadlines.
- The Subscriber shall receive proposals submitted by Creators/CAD Designers directly to its Subscriber Account (a Proposal).
- Once the Subscriber has received a Proposal, the Platform will enable the Subscriber to:
- review the Proposal;
- review the Creator/CAD Designer's portfolio of work (where available);
- present the Proposal to the Customer and discuss and agree any amendments, and
- communicate with the Creator/CAD Designer directly to discuss details of the Product Specification, confirm the Project Fees and accept the Proposal.
- Once the Creator/CAD Designer has accepted the Proposal an online Purchase Order or Invoice is created that will include the quantity of Products, the Product Price, the Product Design and Product Specification and any agreed special conditions in relation to the Product or payment terms, the Delivery Point and lead time for delivery.
- The Purchase Order or Invoice will be valid and binding on the parties once submitted by the Subscriber and will be subject to the terms of this Agreement.
- The Subscriber shall pay the Product Price placing the order or receipt of the Invoice unless different payment terms are agreed and set out in the Invoice .
- In the event of conflict between the terms of the Purchase Order or Invoice and this agreement, the Purchase Order or Invoice shall prevail.
- The Products supplied to the Subscriber by Jewelcounter under this Agreement shall:
- conform to the Product Specification and the Product Design;
- be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose;
- be assayed at the Birmingham Assay Office unless instructed otherwise by the Subscriber; and
- be free from Product Defects.
- Jewelcounter shall obtain and maintain in force for the Term all licences, permissions, authorisations, consents and permits needed to manufacture, supply and shipping of the Products in accordance with the terms of this agreement.
- Jewelcounter shall comply with all applicable laws, enactments, Purchase Orders, Invoices, regulations and other instruments relating to the manufacture, packing, packaging, marking, storage, handling, and delivery of the Products.
- The Subscriber may only cancel an Order within 24 hours of the Proposal being agreed and submitted.
- Subscriber Content Marks and data protection
- The Subscriber (or its licensors) shall own all Intellectual Property Rights in and to all of the Subscriber Content (other than any Integrated Services Elements) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Subscriber Content.
- The Subscriber hereby grants to Jewelcounter a non-exclusive, non-transferable right during the Subscription Term to carry out any acts that would otherwise be restricted by any of the Subscriber's Intellectual Property Rights in the Subscriber Content for the sole purpose of enabling Jewelcounter to provide the Services to the Subscriber in accordance with this agreement.
- The Subscriber acknowledges and agrees that:
- Jewelcounter may include the Subscriber's name or the Subscriber's Marks in a list of Jewelcounter's customers in any medium or in any link from the Platform to the Subscriber Site; and
- Jewelcounter may refer to the Subscriber, orally or in writing, as a customer of the Services for promotional, marketing and financial reporting purposes.
- The parties acknowledge and agree that:
- Jewelcounter is not responsible or liable for the deletion of or failure to store any of the Subscriber Content, and other communications maintained or transmitted through use of the Services; and
- the Subscriber is solely responsible for securing and backing up the Subscriber Site and Subscriber Content.
- Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
- The parties acknowledge that:
- if Jewelcounter processes any personal data on the Subscriber's behalf when performing its obligations under this agreement, the Subscriber is the controller and Jewelcounter is the processor for the purposes of the Data Protection Legislation.
- the personal data may be transferred or stored outside the European Economic Area and the United Kingdom or the country where the Subscriber, the Authorised Users are located in order to carry out the Services and Jewelcounter's other obligations under this agreement.
- Without prejudice to the generality of clause 5.5 , the Subscriber will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Jewelcounter for the duration and purposes of this agreement so that Jewelcounter may lawfully use, process and transfer the personal data in accordance with this agreement on the Subscriber's behalf.
- Without prejudice to the generality of clause 5.5 , Jewelcounter shall, in relation to any personal data processed in connection with the performance by Jewelcounter of its obligations under this agreement:
- process that personal data only on the instructions of the Subscriber unless Jewelcounter is required by the laws of any member of the European Union or by the laws of the European Union applicable to Jewelcounter and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where Jewelcounter is relying on Applicable Laws as the basis for processing personal data, Jewelcounter shall promptly notify the Subscriber of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Jewelcounter from so notifying the Subscriber;
- ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Subscriber, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
- not transfer any personal data outside of the EEA unless the following conditions are fulfilled:
- the Subscriber or Jewelcounter has provided appropriate safeguards in relation to the transfer;
- the data subject has enforceable rights and effective legal remedies;
- Jewelcounter complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
- Jewelcounter complies with reasonable instructions notified to it in advance by the Subscriber with respect to the processing of the personal data;
- assist the Subscriber, at the Subscriber's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- notify the Subscriber without undue delay on becoming aware of a personal data breach;
- at the written direction of the Subscriber, delete or return personal data and copies thereof to the Subscriber on termination of the agreement unless required by Applicable Law to store the personal data; and
- maintain complete and accurate records and information to demonstrate its compliance with this clause 5 and immediately inform the Subscriber if, in the opinion of Jewelcounter, an instruction infringes the Data Protection Legislation.
- The Subscriber consents to Jewelcounter appointing AWS or other hosting service as chosen by Jewelcounter as a third-party processor of personal data under this agreement. Jewelcounter confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business which Jewelcounter confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Subscriber and Jewelcounter, Jewelcounter shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 5.
- Either party may, at any time on not less than 30 days' notice, revise this clause 5 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
- Delivery, Ownership and Risk
- Jewelcounter shall deliver the Products specified in each Purchase Order or Invoice to the Delivery Point specified in the Purchase Order or Invoice.
- Where the Delivery Point is at the premises of the Subscriber or some other location which requires Jewelcounter to arrange transportation of the Products, Jewelcounter will be responsible for insurance of Products in transit and until delivered at the Delivery Point.
- All deliveries will be made during normal working hours of the Subscriber, unless otherwise agreed between the parties
- Subject to payment of the Product Prices in accordance with clause 10 , ownership of and risk in the Products will pass to the Subscriber from the Jewelcounter at the Delivery Point.
- Jewelcounter will arrange, from time to time, for packaging and labeling of the Products in accordance with procedures agreed with the Subscriber from time to time. Jewelcounter will also provide such documentation as may be appropriate to enable the Products to be delivered to the Delivery Point.
- If the Subscriber fails to take delivery of Products on the date fixed for delivery, any costs incurred by Jewelcounter in storing them will be reimbursable by the Subscriber on demand and risk in Products will pass to the Subscriber.
- If Products are not delivered in accordance with a Purchase Order or Invoice, the Subscriber must immediately inform Jewelcounter who will use all reasonable efforts to ensure delivery is effected at the earliest opportunity, failing which, and without limiting any other right or remedy the Subscriber may have, the Subscriber may claim a refund for the applicable Product, provided that the Jewelcounter shall have no liability for any failure or delay in delivering in accordance with a Purchase Order or Invoice to the extent that such failure or delay is caused by the Subscriber's failure to comply with its obligations under this agreement or reasons beyond Jewelcounter's control.
- Each delivery of Products shall be accompanied by a delivery note from the Jewelcounter showing the Purchase Order or Invoice number, the date of the Purchase Order or Invoice, the type and quantity of Products included in the Purchase Order or Invoice.
- Acceptance and Defective Products
- If any Products delivered to Subscriber do not comply with clause 4.9 or are otherwise not in conformity with the terms of this Agreement, then, without limiting any other right or remedy that Subscriber may have, Subscriber may reject those Products ( Defective Products) and
- require Jewelcounter to replace and arrange for redelivery of replacement Products at Jewelcounter's risk and expense within 45 days of being requested to do so; or
- require Jewelcounter to repay the price of the Defective Products in full (whether or not Subscriber has previously required Jewelcounter to replace the Defective Products).
- Subscriber's rights and remedies under this clause 7 in addition to the rights and remedies available to it in respect of the statutory conditions relating to description, quality, fitness for purpose and correspondence with sample implied into this agreement by the Sale of Goods Act 1979.
- The terms of this agreement shall apply to any replacement Products supplied by Jewelcounter.
- Subscriber's rights in this clause 7 shall not apply where:
- The defects are Customer Damage;
- the Products have been misused, altered, manipulated or incorrectly stored by Subscriber (provided storage conditions have been specified to Subscriber in writing in advance of Delivery) or used for purposes other than as set out in the Purchase Order or Invoice;
- the Products are damaged by a third party not under the control of Jewelcounter; and
- Subscriber failed to inform Jewelcounter about the Defective Products, or did not provide true information about the Defective Products.
- Jewelcounter's Obligations
- Jewelcounter undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
- The undertaking at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Jewelcounter's instructions, or modification or alteration of the Services by any party other than Jewelcounter or Jewelcounter's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Jewelcounter will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Subscriber with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Subscriber's sole and exclusive remedy for any breach of the undertaking set out in clause 8.1 . Notwithstanding the foregoing, Jewelcounter:
- does not warrant that:
- the Subscriber's use of the Services will be uninterrupted or error-free; or
- the Platform or the Services will be free from Vulnerabilities; and
- is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Subscriber acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
- This agreement shall not prevent Jewelcounter from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
- Jewelcounter warrants that for a period of 30 days from Delivery (the Warranty Period), the Products will be free from manufacturing defects.
- The Subscriber's rights under clause 8.4 shall apply during the Warranty Period, subject to clause 8.6 .
- To obtain the benefit of the limited warranty set out in this clause 8, the Subscriber must inform Jewelcounter of the Defective Products as soon as possible after Jewelcounter becomes aware of the defects and if necessary and practical allow Jewelcounter or Jewelcounter's representative to inspect the Defective Products. Jewelcounter will arrange for shipment to Jewelcounter's premises for inspection which shall be at the Subscriber's cost unless the Product is confirmed as defective.
- Subscriber's Obligations The Subscriber shall:
- provide Jewelcounter with:
- all necessary co-operation in relation to this agreement; and
- all necessary access to such information as may be required by Jewelcounter,
- without affecting its other obligations under this agreement, comply with all applicable laws and regulations, including any of those relating to the export of data and software, with respect to its activities under this agreement;
- carry out all other Subscriber responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Subscriber's provision of such assistance as agreed by the parties, Jewelcounter may adjust any agreed timetable or delivery schedule as reasonably necessary;
- ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for breach of this agreement caused or contributed to by any acts or omissions on the part of any Authorised User;
- obtain and shall maintain all necessary licences, consents, and permissions necessary for Jewelcounter, its contractors and agents to perform their obligations under this agreement, including provision of the Services;
- ensure that its network and systems comply with the relevant specifications provided by Jewelcounter from time to time;
- be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Jewelcounter's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Subscriber's network connections or telecommunications links or caused by the internet;
- as between the parties, be responsible for responding to all third party requests concerning the use of the Services by the Subscriber.
- Charges and Payment
- The Subscriber shall pay the Subscription Fees to Jewelcounter for the User Subscriptions, and the Product Price for all received and approved orders, in accordance with this clause 10.
- The Subscriber shall on the Effective Date provide to Jewelcounter and its payment gateway valid, up-to-date and complete credit or debit card details or approved purchase order information acceptable to Jewelcounter and any other relevant valid, up-to-date and complete contact and billing details and, if the Subscriber provides:
- its credit or debit card details to Jewelcounter, the Subscriber hereby authorises Jewelcounter to bill such credit or debit card:
- on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
- subject to clause 15.1 , on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; or
- on acceptance of the Proposal in respect of the applicable Product Price.
- its approved purchase order information to Jewelcounter, Jewelcounter shall Invoice the Subscriber:
- on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
- subject to clause 15.1 , at least 30 days before each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,
- on acceptance of a Proposal in respect of the Product Price,
- In relation to the Subscription Fees and Product Prices due and payable under clause 10.1 if Jewelcounter has not received payment within the agreed due date, and without prejudice to any other rights and remedies of Jewelcounter:
- Jewelcounter may, without liability to the Subscriber, disable the Subscriber Account and password and the Subscriber's access to all or part of the Services and Jewelcounter shall be under no obligation to provide any or all of the Services while the Invoice(s) concerned remain unpaid; and
- interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
- All amounts and fees stated or referred to in this agreement:
- shall be payable in the currency set out in the Invoice;
- are, subject to clause 7.1(b) , non-cancellable and non-refundable;
- are exclusive of value added tax or sales tax which if applicable shall be added to Subscription Fees and any Product Price, at the appropriate rate.
- Jewelcounter uses third party software to transact payments:
- Subscriber authorizes Jewelcounter to collect and initiate a payment or a series of payments on its behalf and to send instructions to the financial institution that issued the subscriber debit or credit card and to take payments from the card account in accordance of the terms of this agreement
- The two-way transfer of funds will happen at each instance business is conducted i.e. receipts of orders, CAD file creation, subscription fees, refunds, and others
- The payment amount is determined in accordance with the quoted price at the time of sign up and then placing orders for various services and products delivered by Jewelcounter to the subscriber
- Proprietary Rights
- The Subscriber acknowledges and agrees that Jewelcounter and/or its licensors own all Intellectual Property Rights in the Software and Services, the Integrated Services Elements, the Documentation, the Platform and Jewelcounter's Marks. Except as expressly stated in this agreement, this agreement does not grant the Subscriber any rights to, or in, any Intellectual Property Rights or any other rights or licences in respect of the Services, the Documentation or Jewelcounter's Marks.
- Jewelcounter confirms that it has all the rights in relation to the Services, the Documentation and Jewelcounter's Marks that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
- All uses of a party's Marks under clause 5.3 , including all goodwill arising, shall accrue solely to the benefit of the party owning the Intellectual Property Rights in those Marks.
- Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
- is or becomes publicly known other than through any act or omission of the receiving party;
- was in the other party's lawful possession before the disclosure;
- is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
- is independently developed by the receiving party, which independent development can be shown by written evidence; or
- is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
- Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
- Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in breach of the terms of this agreement.
- Jewelcounter shall not be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party, except any third party subcontracted by Jewelcounter to perform services related to maintenance and back-up of Subscriber Content and Subscriber Site.
- The parties acknowledge that:
- Jewelcounter's Confidential Information includes details of the Services, and the results of any performance tests of the Services; and
- the Subscriber's Confidential Information includes the Subscriber Content and (other than any Integrated Services Elements).
- The above provisions of this clause 12 shall survive termination of this agreement, however arising.
- No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.
- The Subscriber shall defend, indemnify and hold harmless Jewelcounter against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with the Subscriber's use of the Services and/or Documentation.
- Jewelcounter shall indemnify Subscriber against all liabilities, costs, expenses, damages and losses (including court costs and reasonable legal fees) suffered or incurred by Subscriber arising out of or in connection with:
- any claim made against Subscriber for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the supply or use of the Services or the Documentation by the Subscriber in accordance with this Agreement;
- any claim made against Subscriber by a third party arising out of, or in connection with, the supply of the Products, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by Jewelcounter, its employees, agents or subcontractors; and
- any claim made against Subscriber by a third party for death, personal injury or damage to property arising out of, or in connection with, defective Products, to the extent that the defect in the Products is attributable to the acts or omissions of Jewelcounter, its employees, agents or subcontractors.
- The obligations of the Subscriber and Jewelcounter under clause 13.1 and clause Error! Reference source not found. respectively are conditional on:
- the indemnifying party being given prompt notice of any relevant claim;
- the indemnified party providing reasonable co-operation to the indemnifying party in the defence and settlement of such claim, at the indemnifying party expense; and
- the indemnifying party being given sole authority to defend or settle such claim.
- Except as specifically provided in this agreement, the enforcement and protection of a party's Intellectual Property Rights shall be in the sole discretion and control of that party and any and all recoveries resulting from such enforcement or protection actions shall be retained by that party.
- In the defence or settlement of any claim, Jewelcounter may procure the right for the Subscriber to continue using the Services, replace or modify the Services so that they become non- infringing or, if such remedies are not reasonably available, terminate this agreement on [two] Business Days' notice to the Subscriber without any additional liability or obligation to pay liquidated damages or other additional costs to the Subscriber.
- In no event shall Jewelcounter, its employees, agents and subcontractors be liable to the Subscriber to the extent that the alleged infringement is based on:
- a modification of the Services or Documentation by anyone other than Jewelcounter;
- the use of the Services or Documentation by the Subscriber in combination with the Subscriber Site;
- the use of the Services or Documentation by the Subscriber in a manner contrary to the instructions given to the Subscriber by Jewelcounter; or
- the use of the Services or Documentation by the Subscriber after notice to the Subscriber of the alleged or actual infringement from Jewelcounter or any appropriate authority.
- The foregoing and clause 14.4(b) states the Subscriber's sole and exclusive rights and remedies, and Jewelcounter's (including Jewelcounter's employees', agents' and subcontractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
- Limitation of liability
- This clause 14 sets out the entire financial liability of Jewelcounter (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Subscriber, its Authorised Users:
- arising under or in connection with this agreement;
- in respect of any use made by the Subscriber, its Authorised Users of the Services and Documentation or any part of them; and
- in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
- Except as expressly and specifically provided in this agreement:
- all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement;
- the Services and the Documentation are provided to the Subscriber on an "as is" basis.
- Nothing in this agreement excludes the liability of Jewelcounter:
- for death or personal injury caused by Jewelcounter's negligence; or
- for fraud or fraudulent misrepresentation.
- Subject to clause 14.2 and clause 14.3:
- Jewelcounter shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
- Jewelcounter's total aggregate liability in contract (including in respect of the indemnity at clause 13.2 , tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to 200% of the aggregate fees paid to Jewelcounter by the Subscriber in the 12 months prior to the event that give rise to the loss.
- Term and Termination
- This agreement shall, unless otherwise terminated as provided in this clause 15 , commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed after each Renewal Period, unless:
- either party notifies the other party of termination, in writing, at least 40 Business Days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
- otherwise terminated in accordance with the provisions of this agreement.
- Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
- the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
- the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
- the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
- the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
- the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
- a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
- an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
- the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
- a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
- a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
- any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.2(d) to clause 15.2(j) (inclusive); or
- the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
- On termination of this agreement for any reason:
- the Subscriber Account and all licences granted under this agreement shall immediately terminate;
- each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;
- Jewelcounter may destroy or otherwise dispose of any of the Subscriber Content in its possession unless Jewelcounter receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Subscriber of the then most recent back-up of the Subscriber Content. Jewelcounter shall use reasonable commercial endeavours to deliver the back-up to the Subscriber within 30 days of its receipt of such a written request, provided that the Subscriber has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Subscriber shall pay all reasonable expenses incurred by Jewelcounter in returning or disposing of Subscriber Content;
- any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced;
- any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination [or expiry] of this agreement, including clause 1 (Interpretation), clause 5.6 (data protection), clause 12 (Confidentiality), clause 13 (Indemnity) and clause 15 (Term and termination), shall remain in full force and effect; and
- any outstanding balance becomes immediately due and payable. including any payment in relation to orders made prior to termination provided that Subscriber will be entitled to a refund of the Product Price in relation to any Product not delivered within 30 days of the delivery date set out in the Purchase Order or Invoice.
- Force Majeure Jewelcounter shall have no liability to the Subscriber under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of Jewelcounter or any other party), failure of a utility service or transport or telecommunications network, act of God, pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, provided that the Subscriber is notified of such an event and its expected duration.
- Conflict If there is an inconsistency between any of the provisions in the main body of this agreement and the Purchase Order or Invoice, the provisions in the Purchase Order or Invoice shall prevail.
- Variation No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- Waiver No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- Rights and remedies Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
- If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
- If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
- Entire agreement
- This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
- Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
- The Subscriber shall not, without the prior written consent of Jewelcounter, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this agreement.
- Jewelcounter may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this agreement.
- No partnership or agency Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
- Non-solicitation of Employees.
During the Subscription Term of this Agreement and for six (6) months thereafter, each party agrees not to solicit or hire any person who, to that party's knowledge, was an employee, agent or associate of the other at any time during the prior twelve (12) months.
- Third party rights This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
- Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in this agreement.
- A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
- Governing law This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
- Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Authorised Users: those employees and agents of the Subscriber who are authorised by Jewelcounter to use the Services and the Documentation.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 12.5 .
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Creator/CAD Designer: a jewellery designer trained to use computer automated design software to design jewellery products to order.
Customer: the Subscriber's customer who is the ultimate purchaser of the Product.
Customer Damage: as defined in the annexure to this Agreement.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);
Deliverables: any Deliverables to be provided by Jewelcounter as agreed in a Professional Services Statement of Work.
Delivery: completion of delivery of Products specified in a Purchase Order or Invoice in accordance with clause 6 .
Delivery Point: the location specified for delivery of Products specified in a Purchase Order or Invoice and if not specified, the business address of the Subscriber.
Documentation: the information made available to the Subscriber by Jewelcounter online via its Website setting out a description of the Services and the user instructions for the Services.
EEA: all countries within the European Economic Area.
Effective Date: the date of the Subscriber Account is activated in accordance.
Initial Subscription Term: a period of 3 years from the Effective Date and as set out in clause 15.1 .
Integrated Services Elements: such elements of the Services as are integrated into the Subscriber Site.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade-marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, and Intellectual Property Rights include, without limitation, any Marks.
Invoice: the Invoice submitted to the Subscriber by Jewelcounter in accordance with clause 4.5 .
Marks: any trade-marks, trade names, service marks, trade dress, logos, URLs and domain names; any identifying slogans and symbols of a party to this agreement, whether or not registered.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Open-Source Software: any software licensed under any form of open-source licence meeting the Open Source Initiative's Open Source Definition (set out at www.opensource.org) or any libraries or code licensed from time to time under the General Public Licence (as described by the Free Software Foundation and set out at www.gnu.org), or anything similar, included or used in, or in the development of, the Services or the Software, or with which the Services or the Software is compiled or to which it is linked.
Platform: Jewelcounter's infrastructure and cloud computing platform, as described in the Documentation.
Privacy and Security Policy: the privacy and security policy set out.
Product Defect: as defined in the Annexure to this Agreement.
Products: the jewellery products ordered by the Subscriber via the Platform as specified in the Purchase Order or Invoice and where the context requires, the Products ordered by and supplied to the Subscriber.
Product Design: the CAD file selected by the Subscriber or the design created using the Platform, to which a Product will conform, in the final form as agreed by the Subscriber via the Platform.
Product Price: the price of an individual Product ordered by the Subscriber as set out in the Purchase Order or Invoice.
Professional Services: website design and development, training and other professional services as agreed by the parties.
Professional Services Statement of Work (SOW): a statement of work setting out the Professional Services to be provided by Jewelcounter in accordance with clause 3.6 to 3.8 to the Subscriber and any commercial terms thereto.
Proposal: a proposal for Products agreed in accordance with clause 4 .
Purchase Order: a purchase order for Products submitted by the Subscriber via the Platform in accordance with Error! Bookmark not defined.4.5 .Product Specification: the specification of the Products set out in the Purchase Order or Invoice.
Renewal Period: a successive period of 12 months commencing on the day following expiry of the Initial Subscription Term.
Services:the subscription services provided by Jewelcounter to the Subscriber under this agreement via the Platform, as more particularly described in the Documentation, including:
Software: the software and tools provided by Jewelcounter from time to time as part of the Services, including any updates Jewelcounter may make available to Subscribers from time to time.
Subscriber Account: the Subscriber's account with Jewelcounter in respect of the Services.
Subscriber Content: all text, information, data, software, executable code, /jewelcounter/assets/images, audio or video material, in whatever medium or form, inputted by the Subscriber, Authorised Users or Jewelcounter on the Subscriber's behalf for the purpose of using, developing or maintaining the Subscriber Site or using the Services or facilitating the Subscriber's use of the Services.
Subscriber Site: the Subscriber's website into which the Software is integrated.
Subscriptions: the subscription purchased by the Subscriber pursuant to clause 10 which entitles the Subscriber and its Authorised Users to access the Platform and use the Services and the Documentation in accordance with this agreement.
Subscription Confirmation: the online confirmation provided by Jewelcounter to the Subscriber that the Subscriber Account is active and setting out the Subscription Fees.
Subscription Fees: the subscription fees payable by the Subscriber to Jewelcounter as set out in the Subscription Confirmation.
Subscription Term: has the meaning given in clause 15.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
Support: the support to be provided to the Subscriber under clause 3.3 .
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Virus: any-thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re- arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
in order to provide the Services, including Subscriber Content, security access information and configuration services;
and the Subscriber shall pay each Invoice in accordance with the stated payment terms.
The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
Definition of "Product Defect"
The following is a non-exhaustive list of manufacturing errors that are defined as a Defective Product for the purposes of these terms
- Incorrect ring size
- Large or excessive porosity (without microscope view)
- Tilted or fallen stones
- Large scratches
- Obviously mismatched gemstones and diamonds
- Lower clarity or colour of diamonds compared to order
- Lower karatage of metal
- Inoperable mechanism
- Incorrect bracelet length, incorrect chain length
- Tarnishing or water marks
The following assumptions apply to the definition of Defective Products
- There can be +/- 10% tolerance in diamond weight and metal weight from confirmed order
- Metal purity will be the minimum of what is quoted.
A Defective Product does not include any Customer Damage.
Definition of "Customer Damage"
The following is a non-exhaustive list of damage caused to the Product after delivery to the Subscriber
- Unauthorized jeweller work or any attempted modifications to the product
- Attempt to remove or modify the assay and any other stamps
- Large scratches
- Physical damage
- Stone fall due to damage or normal wear and tear
- Bent and out of shape pieces
- Inoperable mechanism
- Normal wear and tear