Summary of the Cadfolio Global Ltd. T/A as 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.
To provide a legal framework which governs the provision of services by JewelCounter, including the SaaS white label CAD 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, in particular no modification, reverse engineering or distribution of the software is permitted.
Operational and limited technical support is provided during regular office hours. Technology support specifically to the subscribers external website and any third party API integration is not part of the regular support offering.
If you request JewelCounter to provide consulting, website design or other services, what the services cover, the cost etc will be set out in a separate statement of work which both parties will sign.
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.
The Subscriber does not transfer any rights to JewelCounter in its existing intellectual property, but it grants a licence to JewelCounter to use the content etc as necessary in order to provide the 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.
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 the definition in the annexure to the Agreement, JewelCounter will replace or give a full refund.
The subscription fees are 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 month period prior to the event that gives rise to the liability.
The subscriber can terminate the Agreement of three 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 anytime for the insolvency of the other party, or material breach of the Agreement.
The Agreement is governed by English law and disputes would be heard in the courts of England and Wales.
Cadfolio Global Limited T/A JewelCounter is registered in England under registration number 11239117 and has its registered office at 1110 Elliot Court, Herald Avenue, Coventry CV5 6UB United Kingdom herein referred to as "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 / or by using the Platform, you agree to be bound the terms of this Agreement.
JewelCounter provides a hosted software-as-a-service environment for the purpose of facilitating the Subscriber to use an online interactive platform that helps deliver front facing websites, computer generated design, manufactured jewellery, and loose gemstones 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.
The definitions and rules of interpretation in this clause apply in this agreement.
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 as stated during sign-up on the JewelCounter platform, 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 trademarks, 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 https://www.jewelcounter.com/privacy-policy or the updated link as shown in your dashboard.
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 by a Creator/CAD Designer 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, online portal setup, training and other professional services as agreed by the parties.
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 Clause 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, images, audio or video material, in whatever medium or form, input, added, or changed 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 rearranging, 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.
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.
In the case that the subscriber wishes to order a product from an existing or a new CAD file directly with JewelCounter, the subscriber will (after customization) add the product to their shopping cart on the platform. The invoice generated 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.
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.
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.
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.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
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.
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.
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).
During the Subscription Term of this Agreement and for twelve (12) 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 twenty-four (24) months.
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.
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.
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).
The following is a non-exhaustive list of manufacturing errors that are defined as a Defective Product for the purposes of these terms
The following assumptions apply to the definition of Defective Products
A Defective Product does not include any Customer Damage.
The following is a non-exhaustive list of damage caused to the Product after delivery to the Subscriber