These are the terms of business which govern the contract between you and Loopmasters Limited (incorporated in England & Wales with company number 06805284 and registered office address 1 Regency Mews, Silverdale Road, Eastbourne, East Sussex, England, BN20 7AB) (hereafter “we”, “us” or “our”) for any products or services which you purchase from us, including the following (our “Products”):
(i) Loopcloud sample storage services (“Loopcloud Subscription”); and
(ii) Samples, plugins, and music software (“Digital Content”)
whether or not they are made available to purchase through our website or through software which we make available to you from time to time (together, the “Service”).
Please note that all Digital Content is licensed to you and not sold. The following licence applies to all of your use of such materials: http://support.loopmasters.com/knowledgebase/articles/388556-loopmasters-license
Your use of the Loopcloud Subscription is subject to our Loopcloud Acceptable Use Policy which is available here within this document.
In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:
· You are an individual.
· You are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
If you are a business customer this is our entire agreement with you. If you are a business customer these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
1. ORDERS AND OUR CONTRACT WITH YOU
1.1 When the contract for a purchase comes in force. Our acceptance of your order will take place when we email you to accept it, or at the time we make the relevant Products available to you, whichever is the earliest, at which point a contract will come into existence between you and us. Please note we may reject an order if we are unable to accept it, which may be due to an error in the price or description of that Product, unavailability, technical problems or due to licensing restrictions such as where the developer or that Product has limited our ability to sell it, in which case we will inform you, and not charge you (and will refund you if your payment has already been made).
2. OUR PRODUCTS
2.1 Updates to digital content. We may update or require you to update Digital Content, provided that the Digital Content shall always match the description of it that we provided to you before you bought it.
2.2 Loopcloud subscription. The following terms apply to your use of any Loopcloud Subscription:
2.2.1 Certain paid features of our Loopcloud Subscription service enable you to tag and upload audio samples and sounds (“Your Audio”) and to access Your Audio through the Service.
2.2.2 The Loopcloud Subscription is for your personal use only, on an “as is” basis and all use must be in accordance with these terms and conditions.
2.2.3 You agree that you own Your Audio and that it is your original creation, or that you have and shall maintain all rights, licences and permissions necessary for you to upload Your Audio to us, and you grant to us a non-exclusive worldwide licence to display, distribute, store, broadcast, reproduce, modify, adapt, copy and otherwise use Your Audio for the purpose of providing the Loopmaster Subscription to you.
2.2.4 You shall be responsible and liable to us for any losses, expenses or other costs incurred by us which are caused by your failure to ensure that you have all necessary rights to use Your Audio in connection with a Loopcloud Subscription.
2.2.5 We will use reasonable efforts to make the Loopcloud Subscription available to you throughout the duration of your Loopcloud Subscription. We warrant only that the Loopcloud Subscription service, when made available by us, shall be of satisfactory quality, as described and fit for purpose. Please note that we may need to carry out scheduled and emergency maintenance from time to time, in which case our supply of the Loopmaster Subscription may be suspended temporarily as described further at clause 3.5.
2.2.6 The Loopcloud Subscription service is not a back-up service, and should not be relied on as such. While the Loopcloud Subscription may enable you to access Your Audio in new ways, you shall ensure that you maintain your own independent back-up of Your Audio and we shall not be responsible for the loss of copies of Your Audio if you do not.
2.2.7 You acknowledge that the Internet is not a secure medium, and we shall not be liable in any amount or kind of loss or damage due to viruses or other malicious software that may infect your computer equipment, software, data or other property caused by persons accessing or using the Service (save to the extent that damage to your device or other digital content which you own is caused by the Service as a result of our failure to use reasonable care and skill in which case you may be entitled to compensation or we may be obliged to repair your device).
2.2.8 We do not warrant that the operation our Service will be uninterrupted or error free or that any error or interruption can or will be corrected. We reserve the right to suspend the Loopmaster Subscription at any time where reasonably necessary for us to comply with our legal obligations or where you breach these terms and conditions.
2.2.9 We may terminate a Loopmaster Subscription upon one month’s notice to you, provided that we shall refund to you any amounts you have paid in advance for use of your Loopmaster Subscription after termination.
2.2.10 Where we have offered you a Loopmaster Subscription for free without payment, we may suspend or terminate that Loopmaster Subscription at any time, for any reason, and without liability to the extent permitted by law.
3. PROVIDING THE PRODUCTS
3.1 When we will provide the Products:
3.1.1 Digital Content. We will make Digital Content available for download by you as soon as we accept your order.
3.1.2 Loopmaster Subscription. We will make the services available to you until your subscription expires or is terminated as explained in these terms.
3.2 We are not responsible for delays outside our control. If our supply of any Products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this, we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any Products you have paid for but not received.
3.3 Please note that any Digital Content supplied to you is licensed to you, rather than sold, and that your use of that Digital Content is subject to our standard licence terms available here: http://support.loopmasters.com/knowledgebase/articles/388556-loopmasters-license
3.4 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 6.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
3.5 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 6.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
3.6 Reasons we may suspend the supply of products to you. We may have to suspend the supply of a Product (for example, a Loopmaster Subscription) to:
3.6.1 deal with technical problems or make minor technical changes or updates; or
3.6.2 update the Product to reflect changes in relevant laws and regulatory requirements; or
3.6.3 make changes to the Product as requested by you or notified by us to you.
3.7 Your rights if we suspend the supply of Products. We will contact you in advance to tell you we will be suspending supply of the Product, unless the problem is urgent or an emergency. If we have to suspend the Product for longer than one week in any 90 day period we will adjust the price so that you do not pay for Products while they are suspended. You may contact us to end the contract for a Product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than two weeks and we will refund any sums you have paid in advance for the Product in respect of the period after you end the contract.
3.8 We may also suspend supply of the Products if you do not pay. If you do not pay us for the Products when you are supposed to and you still do not make payment within three days of us reminding you that payment is due, we may suspend supply of the Products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the Products. We will not suspend the Products where you dispute the unpaid invoice (see clause 9.6). If you are a consumer, we will not charge you for the Products during the period for which they are suspended. As well as suspending the Products we can also charge you interest on your overdue payments (see clause 9.4).
4. YOUR RIGHTS TO END THE CONTRACT
You can end your contract with us as follows. (PLEASE NOTE: your right to end your contract is subject to certain important exclusions, which are set out in clause 10.4 below. Please check these carefully.)
4.1 Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
4.1.1 If what you have bought is faulty or mis-described you may have a legal right to end the contract (or to get the Product repaired or replaced or re-performed or to get some or all of your money back), see clause 7;
4.1.2 If you want to end the contract because of something we have done or have told you we are going to do, see clause 4.2;
4.1.3 If you have just changed your mind about the Product, you may be able to get a refund as set out in clause 4.3 if you are a consumer, and are within the cooling-off period, but this may be subject to deductions;
4.1.4 In all other cases (if we are not at fault and there is no right to change your mind), see clause 18.104.22.168 Ending the contract because of something we have done or are going to do. If:
4.2.1 we have told you about an upcoming change to the Product or these terms which you do not agree to;
4.2.2 we have told you about an error in the price or description of the Product you have ordered and you do not wish to proceed;
4.2.3 there is a risk that supply of the Products may be significantly delayed because of events outside our control;
4.2.4 we have suspended supply of the Products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than a week; or
4.2.5 you have a legal right to end the contract because of something we have done wrong,
you may end the contract and we will refund you in full for any products which have not been provided and you may also be entitled to compensation.
4.3 Exercising your right to change your mind (Consumer Contracts Regulations 2013). For most products bought online you have a legal right to change your mind within 14 days and receive a refund only if you are a consumer, although please see clause 4.4. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
4.4 IMPORTANT: When you do not have the right to change your mind. You do not have a right to change your mind in respect of:
4.4.1 Digital Products after you have started to download or stream these (for example, once you have begun to download a sample pack, it is non-refundable);
4.4.2 any Product that has been personalised; and
4.4.3 any Loopcloud Subscription to the extent you have used it.
4.5 How long do I have to change my mind? If you are a consumer and do have the right to change your mind, how long you have to do so depends on what you have ordered and how it is delivered:
4.5.1 Have you bought Digital Content? If so, you have 14 days after the day we email you to confirm we accept your order, or, if earlier, until you start downloading or streaming that Digital Content.
4.5.2 Have your bought a service such as a Loopcloud Subscription? If so you have 14 days after the day we email you to confirm we accept your order. However, once we have completed the services you cannot change your mind, even if the period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind.
4.6 Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you do not have a right to change your mind (see clause 0), you can still end the contract before it is completed if you are a consumer, but you may have to pay us compensation. A contract for Digital Content is completed when the Product is downloaded or streamed and paid for. A contract for services is completed when we have finished providing the services and you have paid for them. If you want to end a contract before it is completed where we are not at fault and you have not changed your mind, contact us to let us know. A contract for a Loopcloud Subscription will not end until 1 calendar month after the day on which you contact us. A contract for Products which are not services will end immediately and we will refund any sums paid by you for the Products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract.
5. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU HAVE CHANGED YOUR MIND)
5.1 Tell us you want to end the contract. If you are entitled to end the contract with us (see clause 4) and wish to do so, please let us know by doing one of the following:
5.1.1 Email. Email us at: firstname.lastname@example.org
5.1.2 By post. Or simply write to us at the address above, including details of what you bought, when you ordered or received it and your name and address.
5.2 How we will refund you. We will refund you the price you paid for the products by the method you used for payment. However, we may make deductions from the price, as described below.
5.3 Deductions from refunds if you are exercising your right to change your mind. If you are exercising your right to change your mind:
5.3.1 Where the Product is a service such as a Loopcloud Subscription, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
5.4 When your refund will be made. We will make any refunds due to you within 14 days of your telling us you have changed your mind.
6. OUR RIGHT TO END THE CONTRACT
6.1 We may end the contract if you break it. We may end the contract for a Product at any time by writing to you if:
6.1.1 you do not make any payment to us when it is due and you still do not make payment within five days of us reminding you that payment is due;
6.1.2 you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Products;
6.1.3 you do not, within a reasonable time, allow us to supply the Products to you;
6.1.4 you do not comply with the terms of a licence applicable to your use of Digital Content, or with these terms and conditions.
6.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 6.1 (or if you decide to end the contract for the reasons set out at 4.2 by writing to us) we will refund any money you have paid in advance for Products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
7. IF THERE IS A PROBLEM WITH THE PRODUCT
7.1 How to tell us about problems. If you have any questions or complaints about the product, please contact us by telephoning our customer service team, by writing to us at email@example.com or by post to Loopmasters Ltd, 1 Regency Mews, Silverdale Road, Eastbourne, E Sx, BN20 7AB, UK
7.2 Summary of your legal rights. We are under a legal duty to supply products that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the Product if you are a consumer, rather than a business. Nothing in these terms will affect your legal rights.
Summary of your key legal rights
This is a summary of your key legal rights if you are using Products as a consumer. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
If your product is Digital Content, for example audio samples the Consumer Rights Act 2015 says digital content must be as described, fit for purpose and of satisfactory quality:
· if your digital content is faulty, you're entitled to a repair or a replacement.
· if the fault can't be fixed, or if it hasn't been fixed within a reasonable time and without significant inconvenience, you can get some or all of your money back
· if you can show the fault has damaged your device and we haven't used reasonable care and skill, you may be entitled to a repair or compensation
· See also clause 4.3.
If your product is services, for example a Loopcloud Subscription the Consumer Rights Act 2015 says:
· you can ask us to repeat or fix a service if it's not carried out with reasonable care and skill, or get some money back if we can't fix it.
· if you haven't agreed a price beforehand, what you're asked to pay must be reasonable.
· if you haven't agreed a time beforehand, it must be carried out within a reasonable time.
8. YOUR RIGHTS IN RESPECT OF DEFECTIVE PRODUCTS IF YOU ARE A BUSINESS
8.1 If you are a business customer we warrant that on delivery any Products shall:
8.1.1 conform in all material respects with their description;
8.1.2 be free from material defects.
8.2 Subject to Clause 8.1, if:
8.2.1 you give us notice in writing within a reasonable time of receiving the Products and discovering that a Product does not comply with the warranty set out in Clause 8.1; and
8.2.2 we are given a reasonable opportunity of examining such Product,
we shall, at our option, repair or replace such defective product, or refund the price of the defective product in full.
8.3 We will not be liable for a Product's failure to comply with the warranty in Clause 8.1 if:
8.3.1 you make any use of such Product after discovering that it fails to comply with the warranty in clause 8.1;
8.3.2 the defect arises because you failed to follow our oral or written instructions as to the storage, installation, use or maintenance of the Product or (if there are none) good trade practice;
8.3.3 the defect arises as a result of us following any specification supplied by you, or as a result of your using the Product in combination with your own or third party software or other materials not expressly approved by us in writing;
8.3.4 if such failure is caused by the occurrence of any unforeseen contingency beyond our reasonable control including without limitation Internet outages, communications outages, fire, flood, war or act of God;
8.3.5 you alter or repair the Product without our written consent; or
8.3.6 the defect arises as a result of wilful damage, negligence, or abnormal working conditions.
8.4 Except as provided in this Clause 8, we shall have no liability to you in respect of a Product's failure to comply with the warranty set out in Clause 8.1.
8.5 These terms shall apply to any repaired or replacement products supplied by us under Clause 8.2.
9. PRICE AND PAYMENT
9.1 Ways to pay. Digital Content must be paid for in advance. Loopcloud Subscriptions may be paid for by a one off payment or direct debit option, payable by monthly instalments as explained further during the order process.
9.2 Where to find the price for the product. The price of the product (which includes VAT) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see clause 9.5 for what happens if we discover an error in the price of the product you order. All payments on Loopmasters are made in British Pounds Sterling. The Loopmasters online shop presents prices in 4 currencies to assist decision making in regard to the purchase. These currencies are: British Pound (GBP), Euro (EUR), Japanese Yen (JPY) and US Dollar (USD). The prices displayed in currencies other than GBP are only an approximation and the actual exchange rates applied by the banks at the time of purchase may vary. You are responsible for payment of all applicable currency exchange and other bank charges.
9.3 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
9.4 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 8% a year above the base lending rate of Barclays Bank plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
9.5 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product's correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product's correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order.
9.6 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
10. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A CONSUMER
10.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
10.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products; and for defective products under the Consumer Protection Act 1987.
10.3 If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
10.4 We are not liable for business losses. If you are a consumer we only supply the Products for domestic and private use. If you use the Products for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of data, loss of business, business interruption, or loss of business opportunity.
11. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE NOT USING THE PRODUCTS AS A CONSUMER
11.1 Nothing in these terms shall limit or exclude our liability for:
11.1.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
11.1.2 fraud or fraudulent misrepresentation;
11.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
11.1.4 defective products under the Consumer Protection Act 1987; or
11.1.5 any matter in respect of which it would be unlawful for us to exclude or restrict liability.
11.2 Except to the extent expressly stated in Clause 11.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
11.3 Subject to Clause 11.1:
11.3.1 we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of data, or any indirect or consequential loss arising under or in connection with any contract between us;
11.3.2 we shall have no responsibility to you in respect of the quality or performance of the Digital Content which is developed and made available to you by our third party licensors for whom we act as a reseller; and
11.3.3 our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for Products under such contract.
12. HOW WE MAY USE YOUR INFORMATION
12.2 OTHER IMPORTANT TERMS
12.3 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation.
12.4 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
12.5 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
12.6 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
12.7 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
12.8 Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts. The foregoing is subject to mandatory consumer protections which apply in your country, which may offer you additional rights.
12.9 Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to consider an alternative dispute resolution provider. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform.