Terms and conditions

 

L-Acoustics eStore

Last updated on April 28th, 2021

 

This website (https://estore.l-acoustics.com) is operated by Delta Live Limited, a Private Limited company having its office at 21 Island Farm Avenue, West Molesey, Surrey, England, KT8 2UZ, registered in England and Wales under the number 02284222, VAT number 493594204.

This website depicts various goods related to the audio industry, including but not limited to loudspeakers, sound systems, wearable sound products, merchandise products and software.  Otherwise expressly stipulated in separate Terms and Conditions (see, for example, our Supplemental Terms and Conditions for Training services, or our Software Terms and Conditions, reproduced below) they are subject to the following General Terms and Conditions.

This website and all the goods depicted herein are intended for Consumers only, as defined below. Whether you are a professional, i.e. acting for trade, business, craft or profession, please visit www.l-acoustics.com. You’ll find coordinates to L-Acoustics’ Certified Providers which can provide you all products and technical support and other information you could require, next to your location.

Please carefully read the following articles. By placing an order on this website, you shall accept and be bound by these General Terms and Conditions.

 

General Terms and conditions

 

1.   Definitions

Seller” means Delta Live Limited, a UK based company, as stipulated above;

Buyer” means a consumer having placed or considering placing an order according to the ordering process set out in Article 3;

Consumer” means an individual acting for purposes which are wholly or mainly outside of that individual’s trade, business, craft or profession;

Products” means goods presented by the Seller on the Website and clearly identified as available to purchase by Buyer;

Pre-order Products” means goods presented by the Seller on the Website and clearly identified as available for reservation by Buyer;

Order” means a firm offer for Products transmitted by Buyer to Seller through the Website.

The Website” means https://estore.l-acoustics.com.

The Parties” means Seller and Buyer. At singular, it designates either Seller or Buyer.

 

2.   Products

2.1 Seller’s Products are precisely described on our Website through dedicated pages. Buyer shall be responsible for ensuring that such description meets Buyer’s actual needs.

Should Buyer have any other questions about any Product which are not answered to on the Website, Buyer can contact Seller’s Customer Service (see Article 13).

2.2 Otherwise specifically indicated on the Website, all Products are deemed available to purchase by Buyer. Should an error or a Force majeure event occurs, preventing Seller to deliver the Product in a timely manner, Seller shall contact Buyer by e-mail.

2.3 Since most of the Products are highly technical goods, Buyer commits to read carefully and follow the user’s manual provided by Seller.

 

3.   Ordering process

3.1 Presentation and advertisement of the Products on the Website shall not be deemed a contractual offer from the Seller but a mere invitation to treat. No contract shall be legally binding between the Parties unless the ordering process, as stated below, is fully complied with.

3.2 Buyer shall have the possibility to add any Product to its virtual shopping basket, change quantities or delete Products from such virtual shopping basket. Only by clicking “Proceed to check out” shall Buyer enter the ordering process. This process is non-binding until the Order is placed.

3.3 During the ordering process, Buyer shall have to:

(i) create an account or connect to an existing account; and,

(ii) check the references of the Products Buyer wants to order and their quantities; and,

(iii) choose a delivery option, if applicable, and fill out the form with its name and the required delivery address; and

(iv) choose its payment methods and fill out the preferred invoice address; and,

(v) if applicable, indicate a voucher code; and

(vi) accept these terms and conditions by ticking a dedicated box; and,

(vii) clicking the “Place Order Now” button and proceed to payment or down payment.

3.4 Until Buyer has clicked the “Place Order Now” button, corrections of input errors can be made by Buyer to any of the information required under Article 3.3.

3.5 Proceeding to payment online shall cause Buyer to send a firm offer to purchase to Seller. Seller shall thus acknowledge Buyer by e-mail of the mere receipt of such offer (i.e. an Order receipt confirmation).

Whether payment is not made online through the website, for instance by bank transfer, Seller shall first acknowledge Buyer by e-mail of the mere receipt of such offer (i.e. an Order receipt confirmation) and then, once the payment is made, of such payment (i.e. a payment receipt confirmation). The Order shall not be considered as firm, until Seller actually receives such payment in full.

3.6 Pre-orders

3.6.1 Some goods presented on the Website may not be directly available to purchase by Buyer at the time of his/her offer to purchase. Those will be clearly indicated as Pre-order Products.

3.6.2 Buyer shall be entitled to reserve such Pre-order Products which shall be sent by Seller at a later date. Seller shall only provide a non-binding estimate of the date or period at which the Pre-order Products shall be actually available to purchase.

3.6.3 Buyer’s Product reservation shall require a down payment by Buyer which shall amount to no greater than ten percent (10%) of the Pre-order Product’s price, in accordance with the ordering process set out in Article 3.3 and 3.5. This down payment shall either be refunded or remain acquired for Seller depending on the situations set forth in Article 3.6.4 below.

3.6.4 When the reserved Pre-order Products are actually available, Seller shall send out a notification email in which Buyer shall be a) informed of an estimated Product delivery date, and b) invited to confirm the Pre-order and proceed to payment of the remainder of the Pre-order price within five (5) business days from the receipt of such notification. 

Buyer may cancel the Pre-order within such time period by email and Seller shall thus reimburse Buyer not later than ten (10) business days following receipt of said email.

In the event, within the above five (5) business days period:

Seller receives no Pre-order cancellation from Buyer in writing, or

Buyer remains silent, or

The remainder of the Product Price is not paid in full,

the Pre-order shall therefore be deemed to be cancelled and Buyer’s down payment shall be forfeited to cover the handling and administration costs incurred by Seller to prepare Buyer’s Pre-order.

3.7 Offer to purchase shall be formally accepted by Seller and the sale contract formally entered into between the Parties as the ordered Products are shipped from Seller’s premises. Seller shall thus notify Buyer thereof by e-mail (i.e. a Product shipment confirmation).

3.8 Notwithstanding the stipulations of Article 8, no Order which has been accepted by Seller according to Article 3.7 may be cancelled by Buyer except with a specific written agreement of Seller.

3.9 Orders shall only be placed under the languages clearly identified on the main page of the Website.

3.10 Seller reserves the right to refuse any Order transmitted through the Website by a professional or non-Consumer.

3.11 Whether an accepted Order is cancelled by Seller or Seller does not accept Buyer’s offer to Purchase, Seller shall notify and reimburse Buyer not later than ten (10) business days following such cancellation or refusal.

 

4.   Price and payment

4.1 Price of each Product is indicated on the Website.

4.2 Prices do not include VAT (20%, this rate may vary from time to time without notice according to applicable regulation) and, where applicable, Waste Electrical and Electronic Equipment costs of collection, disposal and treatment (see Article 11.3).

4.3 Prices do not include customs duties or any other direct or indirect charge relating to or in connection with the importation or exportation of the Products outside the United Kingdom. As those costs vary for each country, they shall be borne by Buyer. For any further information about duties and administrative declaration, Buyer should contact his/her national customs office.

4.4 Price of each Product do include packaging costs, but do not include delivery costs. During the ordering process (see Article 3), Buyer may have the choice of different type of deliveries. Each one will indicate the additional cost to be added to the Product price.

4.5 Product set-up price

4.5.1 For the countries indicated in Products’ descriptions, price may also include a half day professional setting-up service of the Product at Buyer’s location, including system connection, calibration and basic operation training by qualified technicians. Service excludes any installation or integration work.

4.5.2 Whether Buyer is located in another country than those provided for in Article 4.5.1 and a professional setting-up service of the Product is indicated in the Product’s description, such service could be proposed to Buyer as an additional service. Its cost is not included in the Product price and shall be fully charged to Buyer, based on the foreseen costs of travel to Buyer’s location and labour costs. Buyer is invited to contact Seller’s Customer Service (art. 13) for any further information.

4.5.3 Where applicable, Seller’s Customer service shall contact Buyer promptly after sending the Product so as to set a date and confirm the Product’s installation place in Buyer’s indicated country. Buyer’s refusal to benefit from a setting-up service included in the Product price shall not lead to any price reduction.

4.6 Prices are indicated in Euros (EUR) and payment should be settled in the same currency. Prices shall not include any bank charges or fees in relation with conversion rates.

4.7 Payment of an Order shall only be made by bank transfer, PayPal, credit or payment card. Prices shall not include any bank charges or fees in relation with the use of a dedicated means of payment.

4.8 In case of a discrepancy between the price indicated on the Website for a Product and its actual price, Seller will contact Buyer by e-mail. Should the real price be higher than previously indicated, Seller will ask whether Buyer accepts to pay extra costs or prefers to cancel its Order. Should the real price be lower than the price actually paid by Buyer, Seller shall propose to reimburse Buyer for the difference.

 

5.   Delivery

5.1 Delivery of the ordered Products shall be made according to the method of transportation chosen by Buyer following Seller’s proposals.

5.2 Delivery is completed when the ordered Products are handed to Buyer or any third person chosen by Buyer at the delivery address provided by Buyer during the ordering process.

5.3 Buyer makes its best efforts so as to respect delivery lead times. However, any delivery date specified by Seller is calculated from the shipping of the Product from Seller’s warehouses and is an estimate provided for reference and information purposes only, considering the address of Buyer and the information given by the carrier selected by Buyer following Seller’s proposals. It has thus no binding effect and Seller shall not be liable for any delay, as for any loss or damage caused by such delay.

5.4 Seller’s shipping policy is detailed below:

Small Products shall be shipped by Seller using tracked mail. The estimated delivery times are: eight (8) days for standard delivery or five (5) days if Buyer opts for an express delivery using tracked and signed for service.

Larger Products or combined Products up to thirty kilos (30 kg). The estimated delivery time is six (6) days tracked and signed for.

Shipment of Products over thirty kilos (30 kg): Products that exceed our regular courier's maximum weight/ dimensions limit will be shipped with a freight forwarding service. Shipments to islands or countries not included in our rate card will be charged the actual shipping costs for this service. Further information will be included in your order confirmation.

5.5 Shipping details will be listed in checkout and tracking information will be sent by Seller to Buyer upon dispatch.

5.6 As stipulated in Article 4.4, the price of the Product does not include delivery costs.

6.   Risk and title

6.1 The ordered Products shall remain Seller’s property until such time as complete and full payment for them has been received from Buyer.

6.2 Risk of loss in the ordered Products shall pass to Buyer upon delivery.

 

7.   Warranty

7.1 As any professional, Seller is under a legal duty to supply goods that are in conformity with the contract. Thus, and notwithstanding any other warranty applicable under UK legislation, Products are covered by a warranty against defects in material and workmanship, subject to the limitations described in the following clauses. The applicable warranty period shall be:

five (5) years starting from the date of Seller’s invoice for the relevant Product, for loudspeakers, electronics, accessories, sound systems, and sound spaces; or,

two (2) years starting from the date of Seller’s invoice for the relevant Product, for any other product type (including but not limited to wearable sound products and merchandise products); or,

Any longer or shorter duration expressly provided in writing by Seller for a given Product.

7.2 THE WARRANTY SHALL NOT APPLY TO:

DAMAGE DUE TO IMPROPER, INCAUTIOUS, INCORRECT OR NEGLIGENT USE OR INSTALLATION OF THE ORDERED PRODUCTS BY BUYER, INCLUDING BUT NOT LIMITED TO, DAMAGE CAUSED BY OVER AMPLIFICATION, CONNECTION TO AN INCORRECT VOLTAGE SUPPLY, ACCIDENTAL DROPPING, WATER INGRESS, INCORRECT SET-UP, EXPOSURE TO EXCESSIVE TEMPERATURES OR HUMIDITY;

CLAIMS INVOLVING CONNECTED DEVICES WHERE THE CONNECTED DEVICES HAVE NOT BEEN AGREED BY SELLER OR HAVE NOT BEEN USED IN COMPLIANCE WITH SELLER’S SPECIFICATIONS OR WHERE AND DAMAGE IS DUE TO ANOTHER CAUSE;

DAMAGE DUE TO WEAR AND TEAR SUSTAINED DURING NORMAL USE;

DAMAGE OR DEFECT(S) ARISING BECAUSE SELLER’S INSTRUCTIONS AND SAFETY PROCEDURES OR USER'S MANUAL AS TO THE STORAGE, INSTALLATION, SET-UP, CONNECTION, COMMISSIONING, USE, MAINTENANCE OR REPAIR OF THE PRODUCTS HAVE NOT BEEN FOLLOWED;

PRODUCTS THAT HAVE BEEN SUBJECT TO MAINTENANCE OR REPAIR WITH SPARE PARTS AND/OR BY ANY PERSONS NOT SPECIFICALLY AUTHORIZED IN WRITING BY SELLER;

PRODUCTS THAT HAVE AT ANY TIME HAD PARTS OR ACCESSORIES WHICH WERE NOT SUPPLIED, MANUFACTURED OR AUTHORIZED BY SELLER INCORPORATED INTO OR CONNECTED THEM.

7.3 Any repair costs for matters which are not warranted under these Terms and Conditions will be invoiced in full to Buyer.

7.4 All warranty claims must be sent by registered mail or through the Website’s online form to Seller’s Customer service (see Article 13) without delay following discovery of the damage or defect. The claim must fully state the nature of the damage or defect and serial numbers of the ordered Products concerned together with any other information that may be required or useful to process the warranty claim.

7.5 Subject to Seller’s prior written approval, any ordered Product relating to the warranty claim should be returned to the place indicated by Seller at Seller’s cost in its original or other appropriate packaging to prevent any damage during shipment, together with a copy of the purchase invoice.

7.6 The return of any Product for repair purposes only will not affect the warranty period pursuant to clause 7.1.

7.7 Seller shall decide, at its own discretion, whether to replace, repair or reimburse Products subject of the warranty claim.

7.8 Buyer must carefully inspect the ordered Products on delivery for any damage, defect or shortage and must immediately give notice to the carrier (including on the transportation receipt or any other relevant shipping document) of any damage, defect or shortage found and confirm the same in writing to the carrier within three (3) days of the delivery date. Seller shall not be liable for any damage, defect or shortage affecting the ordered Products which Buyer may or should have discovered at the time of delivery.

 

8.   Right of withdrawal

8.1 Buyer has the right to withdraw from this contract within fourteen (14) days without giving any reason.

Such withdrawal period will expire after fourteen (14) days from the day on which Buyer acquires, or a third party other than the carrier and indicated by Buyer acquires, physical possession of the ordered Products.

8.2 To exercise the right of withdrawal, Buyer must inform Seller of his/her decision to withdraw from this contract by an unequivocal statement (e.g. electronically filing in and submitting the model withdrawal form located in the client’s eStore account profile. If Buyer uses this option, Seller shall communicate to Buyer an acknowledgement of receipt of such a withdrawal on a durable medium – e.g. by email – without delay). Buyer may use the attached model withdrawal form, but it is not obligatory.

To meet the withdrawal deadline, it is sufficient for Buyer to send his/her communication concerning his/her exercise of the right of withdrawal before the withdrawal period has expired.

8.3 If Buyer withdraws from this contract, Seller shall reimburse to Buyer all payments received from him/her, including the costs of delivery (with the exception of the supplementary costs resulting from Buyer’s choice of a type of delivery other than the least expensive type of standard delivery offered by Seller), without undue delay and, for Archipel Sound Systems Products, not later than fourteen (14) days from the day on which Seller is informed about Buyer’s decision to withdraw from the contract. Seller will carry out such reimbursement using the same means of payment as Buyer used for the initial transaction, unless Buyer have expressly agreed otherwise; in any event, Buyer will not incur any fees as a result of such reimbursement.

For non Archipel Sound Systems Products, Seller may withhold reimbursement over those fourteen (14) days, until it has received the ordered Products back or Seller has supplied evidence of having sent back such ordered products, whichever is the earliest.

8.4 Seller shall collect Archipel Sound Systems Products. For other Products, Buyer shall send back the ordered Products or hand them over to Seller, without undue delay and in any event not later than fourteen (14) days from the day on which Buyer communicate his/her withdrawal from the contract. Such deadline is met if Buyer sends back the ordered Products before the period of fourteen (14) days has expired.

8.5 Buyer will have to bear the direct cost of returning the ordered Products, even where Seller collects such Products. Buyer is aware that some of the products are heavy and may not travel by regular post; therefore, taking into their actual weight and size as well as Buyer’s location, the cost of returning the goods may excess 8 000 € for largest Products.

8.6 Buyer shall be liable for any diminished value of the ordered Products resulting from the handling other than what is necessary to establish their nature, characteristics and functioning. Accordingly, said Products must be sent back to Seller in their original packaging, including all accessories and documents.

8.7 Model withdrawal form

“To Delta Live Limited, 21 Island Farm Avenue, West Molesey, Surrey, England, KT8 2UZ, fax: +44 (0)20 8339 3800, enquiries@deltalive.com:

I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract of sale of the following goods (*)/for the provision of the following service (*),

Ordered on (*)/received on (*),

Name of Buyer(s),

Address of Buyer(s),

Signature of Buyer(s) (only if this form is notified on paper),

Reason for withdrawal (optional):

Date”

 

9.   Force majeure

9.1 “Force majeure” means an event beyond one Party’s control which fully hinders performance of the contract.

For the purpose of this Article  the expression “force majeure” means, but shall not be limited to, acts of God, war, riots, invasion, insurrections or civil commotion, fire, flood, earthquake, weather, acts of the element, energy shortage, equipment breakdown, government priorities, allocations, regulations or restrictions, interference or restraint of public authority, (whether legal or not), explosion or accident, epidemic or quarantine restrictions, breakdown, sabotage, strikes or lock-outs.

9.2 After an Order has been issued an accepted by Seller, neither Party shall be held responsible for late performance or failure to perform obligations arising for them from the agreed contract in the event of Force majeure. However, the relevant Party must give prompt notice of such circumstance to the other Party, by registered email with acknowledgment of receipt.

Furthermore, so as to exclude any liability of the Party claiming a Force majeure circumstance, such notice has to respect the following cumulative conditions:

It must be received by the other Party within seven (7) working days from the occurrence of the event; and,

It identifies and proves the Force majeure and its occurrence; and,

It stipulates the obligations(s) which performance is prevented from by the Force majeure and proves such obstacle.

9.3 A Force majeure circumstance releases the notifying Party from performing its obligations under the Agreement, as well as the other Party from performing its corresponding obligations, until the cessation of such circumstance. Furthermore, either Party shall not be held responsible for non-performance or late performance of such obligations.

9.4 Once a Force majeure event has been notified, the Parties shall meet as soon as possible and discuss measures to be taken immediately or modifications to be made to the contract so as to assure its resumption without any imbalance between the Parties. The Parties may also jointly decide to terminate the contract.

 

10.       Privacy

10.1 Seller is committed to protecting Buyer’s privacy and Personal Data according to applicable laws, especially EU General Data Protection Regulation. By using or accessing the Website, contacting or engaging with Seller, Buyer agrees that Seller may process Buyer’s Personal Data in the manner described in L-Acoustics Group Privacy Policy (available at the following address: https://eStore.l-acoustics.com/content/3-data-privacy-cookie-policy). Buyer’s use of the Website and any information Buyer provides through it is subject at all times to this Group Privacy Policy and the applicable terms and conditions that apply to the Website.

10.2 By creating an account and/or placing an Order through the Website, Buyer hereby acknowledge that Seller may use Buyer’s Personal Data to deliver services to Buyer or carry out transactions Buyer has requested, including, but not limited to, providing information on Seller’s products or services Buyer has purchased or otherwise use, registering purchased products, processing product Orders, handling warranty claims, replacing product manuals, answering customer service requests and facilitating the use of the Website. The legal basis will thus be the performance of a contract.

10.3 If Buyer has any question regarding Seller’s Privacy Policy, Seller’s handling of Buyer’s Personal Data or would like to lodge a complaint, Buyer should contact Seller using the following email address: info@l-acoustics.com or through the Website’s contact form. Seller shall promptly address the concern and strive to reach a satisfactory resolution.

 

11.       Compliance with laws

11.1 Seller does not provide any guarantee other than compliance of the Products with English and Wales law as well as European Union legislation and any other compliance guarantee expressly granted in writing by Seller.

11.2 Buyer is responsible for (a) identifying any legislation which is applicable to the Products in the country and area in which Buyer intends to use the Products or where Products will ultimately be received (“Applicable Laws”); and (b) determining whether Products are compliant with such Applicable Laws.

11.3 Some of the Products constitute Electrical and Electronic Equipment, as defined under EU Directive 2012/19 and UK Waste Electrical and Electronic Equipment Regulations 2013. They are marked with the following logo:

electronic.jpg

These Products cannot be disposed as unsorted municipal waste because of environmental and health issues relating to their internal components. Buyer commits, according to applicable legislation, to only dispose the Products in a Designated Collection Facilities (DCF) in order to be properly treated and recycled.

Seller being part of a Distributor Take-Back scheme in United Kingdom, Valpak, Buyer can find detailed information and addresses of the closest available DCF on the following webpage: https://www.recycle-more.co.uk/where-to-recycle.

 

12.       Liability

12.1 IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PRODUCTION, LOSS OF PROFIT, LOSS OF USE, LOSS OF CONTRACTS, LOSS OF IMAGE AS WELL AS ANY SHORTFALL, LOSS OF EARNINGS OR LEGAL EXPENSES.

12.2 EXCEPT IN CASE OF CORPORAL DAMAGE, VOLUNTARY BREACH, GROSS NEGLIGENCE OR BREACH OF THE ESSENTIAL OBLIGATION OF THE CONTRACT, SELLER SHALL NOT BE LIABLE FOR ANY DAMAGE, WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM:

(I) THE USE OF ANY CONNECTED NETWORK (INTERNET, INTRANET, EXTRANET) SUCH AS VIRUSES, COMPUTER INTRUSION, LOSS OF DATA, LOSS OF CONNECTION;

(II) THE USE OF ELECTRIC SUPPLY;

(III) BUYER’S NON-COMPLIANCE WITH SELLER’S TECHNICAL INSTRUCTIONS OR SAFETY PROCEDURES RELATING TO THE STORAGE, INSTALLATION, SET-UP, CONNECTION, COMMISSIONING, USE, MAINTENANCE OR REPAIR OF THE PRODUCT, AS EXPLAINED IN THE RELEVANT USER’S MANUAL; OR

(IV) THE USE OF THE CONNECTED DEVICES WITH THE PRODUCT WHERE THE CONNECTED DEVICES HAVE NOT BEEN AGREED BY SELLER OR HAVE NOT BEEN USED IN COMPLIANCE WITH SELLER’S SPECIFICATIONS OR WHERE AND DAMAGE IS DUE TO ANOTHER CAUSE.

12.3 EXCEPT IN CASE OF CORPORAL DAMAGE, VOLUNTARY BREACH, GROSS NEGLIGENCE OR BREACH OF THE ESSENTIAL OBLIGATION OF THE CONTRACT, SELLER’S TOTAL LIABILITY FOR ANY DIRECT DAMAGE WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE CAUSED BY THE PRODUCTS SHALL BE LIMITED TO AN AMOUNT NO GREATER THAN THE PRICE OF THE RELEVANT PRODUCTS.

12.4 With respect to Article 12.3, any liability claim against Seller shall be brought before the relevant courts (cf. Article 17) by Buyer no later than twelve (12) months following the date from which the damage occurred or the date from which Buyer should have known such damage occurred.

 

13.       Customer service

Customer satisfaction is an essential part of Seller’s commercial commitments. Whether requiring further information of encountering any inconveniences, Buyer may contact Seller through the dedicated online form available on the Website’s main page. Should Buyer does not obtain a satisfactory reply, Buyer can also contact EU’s Online Dispute Resolution platform at the following address: https://ec.europa.eu/consumers/odr.

 

14.       Changes

These terms and conditions may be amended at any time by Seller and shall apply to any Order placed by Buyer after that date. Buyer is thus invited to check the applicable version of this document before placing any Order.

For the sake of clarity, it is reminded that each Order placed by Buyer shall be subject to the version of Seller’s terms and conditions in force at the day of said Order.

 

15.       Intellectual property

15.1 All Intellectual Property Rights (copyright, patents, database rights and rights in trademarks, designs, know-how, processes, trade secrets and confidential information whether registered or unregistered, and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world owned or licensed by Seller) and Technology (resulting from Seller’s research and development, tests and investment, whether or not classed as Intellectual Property Rights), relating to Seller’s products or the Website, shall remain Seller’s property.

15.2 Seller grants Buyer a non-exclusive license to use the Intellectual Property Rights and Technology relating to the Goods in so far as needed for its personal use of said Goods.

15.3 Buyer shall not use the Intellectual Property Rights in a way which would or may damage the Intellectual Property Rights or Seller’s brand image.

15.4 Buyer shall not divulge, reproduce, use and/or infringe Seller’s rights in the Technology, nor shall it permit any third party to do so.

15.5 The Parties agree that the present clause shall also apply to the names of Products or ranges of Products, whether or not registered as a trademark or otherwise classed as Intellectual Property Rights.

16.       Miscellaneous

16.1 The failure of either Party to enforce the provisions of these Terms and Conditions at any time or the failure of one Party to require at any time the performance by the other Party of any of the provisions of these Terms and Conditions shall in no way be construed to be a present or future waiver of such provisions nor in any way affect the entitlement of either Party to enforce each and every such provision.

16.2 Should any of the clauses of these Terms and Conditions be wholly or partially invalid or void, the validity of the remaining clauses or parts thereof shall not be affected.

16.3 These Terms and Conditions contains the entire agreement and understanding among the Parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

 

17.       Governing law and jurisdiction

17.1 Subject to any provisions that cannot be derogated from by agreement by virtue of the law of Buyer’s country of residence, these terms and conditions shall be governed by English law, excluding its conflict laws and the application of 1980 “United Nations Convention on Contracts for the International Sales of Goods”.

17.2 Each party agrees that any dispute, controversy or claim arising out of or in connection with the existence, validity, interpretation, execution or termination for any reason of these Terms and Conditions or the sales of Goods shall be brought to an amicable settlement between the Parties before any legal proceedings. Failing this, any eventual lawsuit shall be judged under the law and courts of England and Wales.

Terms and Conditions - Training services

These supplemental terms and conditions (hereinafter referred to as “Supplemental Terms and Conditions for Training Services”) specifically apply to the supply of Training Services (as defined below) through this website (https://estore.l-acoustics.com, operated by Delta Live Limited, a Private Limited company having its office at 21 Island Farm Avenue, West Molesey, Surrey, England, KT8 2UZ, registered in England and Wales under the number 02284222, VAT number 493594204).

They shall apply in addition to the L-Acoustics eStore General Terms and Conditions, which remain in full force. However, in the event of an inconsistency or conflict between the L-Acoustics eStore General Terms and Conditions and these Supplemental Terms and Conditions for trainings, the latter shall replace and supersede the related articles of the former for the only purpose of the ordering and the execution of Training Services, such as depicted in this website.

Please carefully read the following articles. By placing an order on this website for Training Services, you shall accept and be bound by these Supplemental Terms and Conditions for Training Services.

 

1.       Definitions

Additional Training Services” means services, other than Training Services, that may be provided to the Trainee in relation with its attendance to the Training Session (e.g. travel, accommodation or catering).

Instructor” means a physical person in charge of the relevant Training Session. All instructors are live sound experts, who have been selected, trained, certified and are regularly updated by  within the framework of the L-ACOUSTICS Education Program.

L-Acoustics Education platform” means https://l-acoustics-education.360learning.com. 

Trainee” means a physical person attending the Training Session on behalf of the Buyer.

Training Buyer” means a professional or non-Consumer having placed or considering placing an order for Training Services according to the ordering process set out in Article 3 of the L-Acoustics eStore General Terms and Conditions.

Training Module” means a combination of theoretical and practical courses related to L-Acoustics’ products or technology, as clearly described on the Website.

Training Services” means the online or on-site performance of a Training Module by an Instructor to Trainees.

Training Session” means a Training Module performed by an Instructor to Trainee on a specified date.

2.       Products

2.1 Training Modules are precisely described on the Website in each Training Session dedicated page, including Trainees’ prerequisites, the language used as well as Trainees’ required equipment. Training Buyer shall be responsible for ensuring that such description meets Training Buyer’s and Trainee’s actual needs and abilities.

Should Training Buyer or Trainee have any other questions about any Training Modules which are not answered to on the Website, Training Buyer or Trainee are invited to contact Seller’s Customer Service.

2.2 Each Training Session that is available for reservation by Training Buyer shall be presented by Seller on the Website as an individual Product on a dedicated page. It shall indicate its date and location, which could be online or on-site. 

2.3 Some Training Sessions may offer Additional Training Services. Their content and, if applicable, their additional price shall be indicated within the related Training Session description on the Website.

3.       Ordering process

3.1 By way of derogation from L-Acoustics eStore General Terms and Conditions and in particular its Article 3.10, only professionals or non-Consumers can transmit an order for Training Services. Thus, Seller reserves the right to refuse any such Order from a Consumer.

3.2 During the ordering process, Training Buyer shall also have to indicate Trainee’s full name and contact details (including a valid email address). Training Buyer shall be responsible for ensuring that such information is correct. Seller shall not be liable or have to reimburse Training Buyer should a Trainee be prevented from attending a Training Session following incorrect details transmitted by Training Buyer.  

3.3 Any order for Training Services which has been accepted by Seller according to Article 3.7 of L-Acoustics eStore General Terms and Conditions may be cancelled by either Training Buyer, Trainee or Seller within the limits set by Article 8.

4.       Price and payment

4.1 Price of online Training Services does not include Internet, telephone or any other communication-related costs, which may be incurred by Trainee or Training Buyer for downloading any required Software or Application, as described on the Training Session dedicated page, or attending an online course.

4.2 Unless otherwise stipulated within the Training Session dedicate page, price does not include Additional Training Services. 

5.       Training performance

5.1 All Training Services, whatever their methods and locations, as defined hereafter, which are proposed by Seller on the Website shall be undertaken within the framework of L-ACOUSTICS education program.

5.2 On site and online Trainings

5.2.1 Each Training Session may be performed either “on site” (i.e. at a dedicated physical location) or “online” (i.e. through telecommunication systems), as indicated on the Training Session dedicated page on the Website.

5.2.2 On site trainings may be performed at any location open to public. Unless otherwise agreed with Seller, travel expenses to such location, as well as any required accommodation costs, are not included in the Training Service price. Furthermore, Training Buyer or Trainee shall be solely responsible for any administrative procedure to be fulfilled to get access to the Training Session location (e.g. visa application).

5.2.3 Attendance to online courses shall require the use of a telecommunication system (including, but not limited to, Internet or telephone). As indicated in Article 4.1, any related costs shall not be included in the Training Service price and shall be directly borne by Training Buyer or Trainee. 

5.2.4 Attendance to online courses may also require Trainee to use specific software or applications, as indicated on the Training Session dedicated page on the Website. Training Buyer shall thus be fully responsible to check, before placing any Order, whether:

(i) said software or applications’ terms of use are acceptable to Training Buyer and Trainee (and, whether required, get Trainee’s consent); and,

(ii) any third-party licence is required. It is hereby agreed by Seller and Training Buyer that any mandatory licence fee shall not be included within the Training Service Price and shall be borne by Training Buyer only.

Failure for either Training Buyer or Trainee to accept and comply with the required software or applications’ terms of use, or get a mandatory third-party licence, may result in Trainee not being able to attend the Training Session. In such a case, Trainee’s absence shall not lead to any reimbursement by Seller. 

5.3 Each Training Session shall be subject to a minimum attendance, as described on the Training Session dedicated page on the Website. Should such minimum attendance be not met following last-minute cancellation, Seller shall have the right to cancel the relevant Training Session as provided for in Article 8.2.

5.4 After the Training Session, and provided Trainee does consent to his/hers personal data being collected and used by Seller, Seller shall issue individual attendance certificate and shall transmit them directly to each Trainee, based on the contact details provided for by Training Buyer during the ordering process. 

6.       Warranty

6.1 By way of derogation from L-Acoustics eStore General Terms and Conditions and in particular its Article 7, Seller shall only warrant and guarantee that, at the time of each Training Session, the content of the related Training Modules performed to the Trainee are compliant with the state of the art, current L-ACOUSTICS’ Technology and products, as well with as European Union legislation and any other compliance guarantee expressly granted in writing by Seller.

6.2 SELLER’S REPRESENTATIONS AND WARRANTIES THAT ARE EXPRESSLY SET FORTH IN THESE SUPPLEMENTAL TERMS AND CONDITIONS FOR TRAINING SERVICES ARE THE ONLY REPRESENTATIONS AND WARRANTIES PROVIDED BY SELLER WITH RESPECT TO THE TRAINING SERVICES AND ADDITIONAL TRAINING SERVICES. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUBJECT ONLY TO THE EXPRESS WARRANTIES PROVIDED UNDER THESE SUPPLEMENTAL TERMS AND CONDITIONS FOR TRAINING SERVICES, THE TRAINING SERVICES AND ADDITIONAL TRAINING SERVICES ARE PERFORMED “AS IS” AND “AS AVAILABLE”, AND SELLER EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION: (A) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS; (B) ANY WARRANTY REGARDING RESULTS OBTAINABLE OR TO BE OBTAINED BY TRAINING BUYER OR TRAINEE AS A RESULT OF PROVISION OR USE OF THE CONTENT OF THE TRAINING MODULES; AND (C) ANY AND ALL IMPLIED WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF THE TRAINING MODULES. NO EXTENSION OR EXPANSION OF THIS WARRANTY SHALL BE BINDING UPON SELLER UNLESS SET FORTH IN WRITING AND SIGNED BY SELLER’S AUTHORIZED REPRESENTATIVE.

7.       Liability

7.1 IT IS HEREBY AGREED BY SELLER AND TRAINING BUYER THAT ANY AND ALL LIABILITY LIMITATIONS AND EXCLUSIONS SET OUT IN ARTICLE 12 OF THE L-ACOUSTICS ESTORE GENERAL TERMS AND CONDITIONS SHALL APPLY MUTATIS MUTANDIS TO TRAINING SERVICES AND ADDITIONAL TRAINING SERVICES.

7.2 IT IS FURTHERMORE AGREED THAT EXCEPT IN CASE OF CORPORAL DAMAGE, VOLUNTARY BREACH, GROSS NEGLIGENCE OR BREACH OF THE ESSENTIAL OBLIGATION OF THE CONTRACT, SELLER SHALL NOT BE LIABLE FOR ANY DAMAGE, WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM:

TRAINING BUYER’S OR TRAINEE’S FAILURE TO DOWNLOAD AND USE ANY REQUIRED SOFTWARE OR APPLICATION, ACCEPT THEIR TERMS OF USE OR SECURE ANY MANDATORY THIRD-PARTY LICENCE; OR,

TRAINEE’S NON-COMPLIANCE WITH SELLER’S BYLAWS OR INSTRUCTOR’S INSTRUCTIONS; OR,

TRAINING BUYER’S OR TRAINEE’S NON-COMPLIANCE WITH ANY REQUIRED SOFTWARE OR APPLICATION’S TECHNICAL INSTRUCTIONS OR SAFETY PROCEDURES RELATING TO THE STORAGE, INSTALLATION, SET-UP, CONNECTION COMMISSIONING, USE, MAINTENANCE OR REPAIR OF SAID REQUIRED SOFTWARE OR APPLICATION, AS EXPLAINED IN THE REQUIRED SOFTWARE OR APPLICATION USER’S MANUAL; OR,

THE USE OF ANY CONNECTED NETWORK (INTERNET, INTRANET, EXTRANET) SUCH AS VIRUSES, COMPUTER INTRUSION, LOSS OF DATA OR TRAINEE’S LOSS OF CONNECTION; OR,

THE IMPROPER, INCAUTIOUS, INCORRECT OR NEGLIGENT USE OR INSTALLATION OF ANY REQUIRED SOFTWARE OR APPLICATION BY TRAINING BUYER OR TRAINEE, INCLUDING BUT NOT LIMITED TO, DAMAGE CAUSED BY INCORRECT SET-UP, USE WITH A MACHINE NOT MEETING THE MINIMUM REQUIREMENTS OR FOR A PURPOSE DIFFERENT FROM THE INTENDED USE; OR,

ANY MALFUNCTION OR NON-FUNCTIONING OF THIRD PARTIES-REQUIRED SOFTWARE OR APPLICATIONS; OR,

TRAINEE NOT MEETING THE TRAINING MODULE PREREQUISITES.

7.3 WITH RESPECT TO ARTICLE 6.1, AS SELLER ONLY ISSUES ATTENDANCE CERTIFICATE, SELLER SHALL NOT BE LIABLE FOR ANY DAMAGE, WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM FURTHER USE BY TRAINEE OF THE TRAINING MODULES’ CONTENTS.

8.       Cancellation

8.1 With respect to Article 3.3, Training Buyer or Trainee shall have the right to cancel, at any time, Trainee’s attendance to one or several Training Sessions. Seller shall thus refund Training Buyer within ten (10) working days from the receipt of such cancellation notice, according to the following thresholds:

Full refund (100%) of the Price paid by Training Buyer for the cancelled Training Session shall be given whether the cancellation is duly justified by the occurrence of a Force Majeure event;

A ninety per cent (90%) refund shall be given whether the cancellation notice has been transmitted to L-AcousticsStore.Sales@deltalive.com, at the latest, ten (10) working days from the scheduled Training session date;

No refund (0%) shall be given whether the cancellation notice has been transmitted to L-AcousticsStore.Sales@deltalive.com less than ten (10) working days from the scheduled Training session date.

 

8.2 Seller shall have the right to cancel any Training Session, at any time, whether the minimum attendance is not met or for Force Majeure reasons. In such a case, Seller shall contact Training Buyer and/or Trainee so as to propose them a new Training Session at the same location. Should such new Training Session not be acceptable to Training Buyer and/or Trainee, Seller shall fully refund Training Buyer the price of the cancelled Training Session within ten (10) working days.  

8.3 Once an order for Training Services has been accepted by Seller, Training Buyer or Trainee shall not have the right to request any modification of the Training Session without Seller’s prior approval.

8.4 With respect to article 8.1, no refund shall be given whether Trainee does not attend an ordered Training Session without any prior formal cancellation or documented evidence of the occurrence of a Force Majeure event.

9.       Bylaws

Attendance to a Training Session may be subject to specific operational and organizational rules from Seller. A weblink to any said applicable rules shall be indicated on the Training Session dedicated page. Training Buyer shall thus be fully responsible for transmitting this information to the Trainee and obtaining Trainee’s consent. 

Failure to abide by such specific operational and organizational rules may result in Trainee’s exclusion from the Training Session, without any damage or refund due to Training Buyer or Trainee.

Terms and Conditions - Software packages

These terms and conditions (hereinafter referred to as “Software Terms and Conditions”) specifically apply to the licensing of Software Packages (as defined below) through this website (https://estore.l‑acoustics.comoperated by Delta Live Limited, a Private Limited company having its office at 21 Island Farm Avenue, West Molesey, Surrey, England, KT8 2UZ, registered in England and Wales under the number 02284222, VAT number 493594204) and consequently replace and supersede the L‑Acoustics eStore General Terms and Conditions for the only purpose of the ordering of Software Packages licenses and the execution of any related or ancillary services, such as depicted in this website.

Please carefully read the following articles. By placing an order on this website for Software, you shall accept and be bound by these Software Terms and Conditions.

1.       Definitions

“Activation Key” means a sequence of characters (either letters or numbers) transmitted by Licensor to Licensee which is required to use the Software. Each Activation Key is unique and linked to a single Licensee. However, such Activation key may be used on one or several Machines, depending on the actual Software Package licenced to Licensee, by one or several Users.

“Consumer” means an individual acting for purposes which are wholly or mainly outside of that individual’s trade, business, craft or profession;

“L-ACOUSTICS” means L-ACOUSTICS, a Société par Actions Simplifiée, having its office at Parc de la Fontaine de Jouvence, 13 rue Levacher Cintrat, 91460 Marcoussis, France, registered in France within the Company Register of EVRY under the number 330.596.800, VAT number FR413300596800.

“Licensor” means Delta Live Limited, a UK based company, as stipulated above. Licensor has been expressly authorized by L-ACOUSTICS to sub-licence the Software Package to Licensee.

Licensee” means either a physical person or a legal entity having placed or considering placing an order according to the ordering process set out in Article 3.

“License” means a temporary, non-exclusive and limited assignment of intellectual property rights related to the Software, as defined under article 11 (Intellectual Property). A Licence is not a sale and Licensee shall not own the Software.

“Machine” means any computer (either a desktop, laptop or tablet one) which can be identified through a unique hardware identifier, automatically generated by the Software upon its first use on said Machine.

“Maintenance services” means periodic Software updates and bug fixes provided by Licensor as well as a dedicated Customer Service, which are part of the Software Package.

Order” means a firm offer for a Software Licence transmitted by Licensee to Licensor through the Website.

Software” means a computer program presented by Licensor on the Website and clearly identified as available to be licenced to the Licensee.

“Software Package” means both the Software licensed to Licensee by Licensor and a set of related Maintenance Services, which can be used by one or several Users, as stipulated in the Software Package description. Licensor may propose various Software Packages combination for a same Software.

“Subscription Period” means the duration of the Software License, as chosen by Licensee during the ordering process.

The Website” means https://estore.l-acoustics.com.

The Parties” means Licensee and Licensor. At singular, it designates either Licensor or Licensee.

“User” means a physical person entitled by Licensee to use the Software, in the name and on the behalf of Licensee. 

2.       Software Packages

2.1 Software Packages are precisely described on the Website through dedicated pages, including their intended use and the minimum Machine configuration required. Licensee shall be responsible for ensuring that such description meets Licensee’s actual needs and the Machine capacity.

Should Licensee have any other questions about any Software Package which are not answered to on the Website, Licensee is invited to contact Licensor’s Customer Service (see Article 9).

2.2 Each ordered exemplar of a Software Package version shall be identified by a unique Activation Key. Such Activation Key transmitted by Licensor to Licensee enables to use said Software Package on one or several Machines (depending on the actual Software Package ordered). Licensee shall thus be responsible for (i) ensuring that the ordered Software Package is sufficient with regards to the intended Users and/or Machine quantities and (ii) designating such Users.

2.3 Software Packages shall be licensed for a fixed period of time, clearly indicated in each Software Package description (the “Subscription Period”). Depending on the Software Package combination, Licensee may be able to choose a duration between several options.

2.3 Otherwise specifically indicated on the Website, all Software Packages are deemed available to be licensed to Licensee. Should an error or a Force majeure event occurs, preventing Licensor to deliver the Software Package in a timely manner, Licensor shall contact Licensee by e-mail.

2.4 Licensor may, at any time, add new combination of Software Packages on the Website. Such change shall have no impact on previously ordered Software Packages.

2.5 Since Software are highly technical goods, Licensee commits to read carefully and follow the technical documentation provided by Licensor.

3.       Ordering process

3.1 Presentation and advertisement of the Software Packages on the Website shall not be deemed a contractual offer from Licensor but a mere invitation to treat. No contract shall be legally binding between the Parties unless the ordering process, as stated below, is fully complied with.

3.2 Licensee shall have the possibility to add any Software Package to its virtual shopping basket, change quantities or delete Software Packages from such virtual shopping basket. Only by clicking “Proceed to check out” shall Licensee enter the ordering process. This process is non-binding until the Order is placed.

3.3 During the ordering process, Licensee shall have to:

(i) create an account or connect to an existing account; and,

(ii) check the references of the Software Package Licensee wants to order and its quantity; and,

(iii) choose the desired Subscription Period; and,

(iv) fill out the form with its name and the required delivery address; and

(v) choose its payment methods and fill out the preferred invoice address; and,

(vi) if applicable, indicate a voucher code; and,

(vii) if applicable with regards to the Software Package combination Licensee wants to order, add any evidence about Licensee’s actual status (i.e., for example, a copy of its student ID card or company registration certificate)

(vii) accept these Software Terms and Conditions by ticking a dedicated box; and,

(ix) Waive its right of withdrawal in case of immediate execution of the service to a Consumer; and,

(x) clicking the “Place Order Now” button and proceed to payment.

3.4 Until Licensee has clicked the “Place Order Now” button, corrections of input errors can be made by Licensee to any of the information required under Article 3.3.

3.5 Proceeding to payment online shall cause Licensee to send a firm offer to license to Licensor. Licensor shall thus acknowledge Licensee by e-mail of the mere receipt of such offer (i.e. an Order receipt confirmation) and the corresponding payment (i.e. a payment receipt confirmation).

3.6 Offer to license shall be formally accepted by Licensor and the Licence and services agreement formally entered into between the Parties as the related Activation Key is sent by Licensor to Licensee’s account email address.

3.7 Notwithstanding the stipulations of Article 10, no Order which has been accepted by Licensor according to Article 3.6 may be cancelled by Licensee except with a specific written agreement of Licensor.

3.8 Orders shall only be placed under the languages clearly identified on the main page of the Website.

3.9 Licensor reserves the right to refuse any Order transmitted through the Website in the event the Software Package requirements are not met by Licensee or Licensee does not provide sufficient evidence regarding its actual status.

3.10 In the event an accepted Order is cancelled by Licensor or Licensor does not accept Licensee’s offer to license, Licensor shall notify and reimburse Licensee not later than ten (10) business days following such cancellation or refusal.

4.       Price

4.1 Price of each Software Package combination is indicated on the Website.

4.2 Prices do not include VAT, which shall be automatically added during the ordering process whether applicable (20%, this rate may vary from time to time without notice according to applicable regulation).

4.3 Prices do not include customs duties or any other direct or indirect charge relating to or in connection with the download or use of the Software Package outside the United Kingdom. As those costs vary for each country, they shall be borne by Licensee. For any further information about duties and administrative declaration, Licensee should contact his/her national customs office.

4.4 Price of each Software Package combination do not include Internet, telephone or any other communication-related costs, which may be incurred by Licensee for downloading and/or updating the Software, contacting Customer Service or periodically checking the Activation Key validity.

4.5 Prices are indicated in Euros (EUR) and payment should be settled in the same currency. Prices shall not include any bank charges or fees in relation to conversion rates.

4.6 Payment of an Order shall only be made PayPal, credit or payment card. Prices shall not include any bank charges or fees in relation to the use of a dedicated means of payment.

4.7 In case of a discrepancy between the price indicated on the Website for a Software Package combination and its actual price, Licensor will contact Licensee by e-mail. Should the real price be higher than previously indicated, Licensor will ask whether Licensee accepts to pay extra costs or prefers to cancel its Order. Should the real price be lower than the price actually paid by Licensee, Licensor shall propose to reimburse Buyer for the difference.

4.8 As previously indicated in Article 3.3, during the ordering process Licensee shall have to choose the desired Subscription Period, based on thirty (30) days periods. Total payment shall be due for the entire Subscription Period at the date of the Order. Should Licensee opted for an automatic renewal of the Licence, payment for the entire renewed Subscription Period shall be due by Licensee and collected by Licensor the day following the previous Licence Subscription Period ends based on payment methods previously indicated by Licensee.

4.9 The Parties hereby agree that any started thirty (30)-day period is due and shall not result in any reimbursement to be made by Licensor to Licensee for such period.

4.10 Licensor shall be free to modify at any time the price of the Software Package combination, provided Licensor informs Licensee with a one (1)-month prior notice. Such price change (either up or down) shall not apply to previously paid active Licences; however, it shall be applied to any automatic renewal to occur after this one (1)-month prior notice.

4.11 Licensor shall be free to remove from the Website at any time any Software Package combination, provided Licensor informs Licensee with a one (1)-month prior notice. Such change shall not apply to previously paid active Licences until the end of the subscription period. Any automatic renewal shall be automatically cancelled.

5.       Downloading

5.1 Once the Order has been accepted by Licensor, Licensor shall send to Licensee, first, an email with the Activation Key and then, another one with a link to download the Software. No copies of the Software shall be available on a physical media (including, but not limited to, CD-ROM, DVD or USB key).

5.2 Communication costs that may be incurred by Licensee so as to download Software shall be borne by Licensee only.

5.3 Software can be downloaded by Licensee or the User with no limitation as to quantity. However, the use of said Software shall require an Activation Key, which could only be used on a limited number of Machines (depending on the actual Software Package combination ordered) by one or several Users.

5.4 The second email referred to in Article 5.1 shall contain a link to a self-executable file. Licensee and User shall thus ensure that said file and Software can be downloaded and installed on their Machines, taking into account the Machine minimum requirements as listed in the Software description on the Website.

5.5 Licensee shall put in place any adequate protection so as to ensure and maintain the confidentiality of the Activation Key, as well as its use on the intended Machines. Licensor shall not bear any responsibility whether they are used on Machines unauthorized by Licensee resulting from Licensee’s or Users’ default.

6.       Warranty

6.1 As any professional, Licensor is under a legal duty to supply goods that are in conformity with the contract. Thus, and notwithstanding any other warranty applicable under UK legislation, Software are covered by a warranty against defects in material and workmanship that may prevent them from substantially performing as described by Licensor, subject to the limitations described in the following clauses. The applicable warranty period shall be one (1) year starting from the date of Licensor’s invoice for the relevant Software Package, or any longer or shorter duration expressly provided in writing by Licensor for a given Software Package. Any update or bug fix provided by Licensor during the warranty period shall only be subject to the same warranty for the remainder of such one year.

6.2     The warranty shall not apply to:

     damage due to improper, incautious, incorrect or negligent use or installation of the ordered Software by Licensee or User, including but not limited to, damage caused by incorrect set-up, use with a Machine not meeting the minimum requirements or for a purpose different from the intended use as defined in the Software Package description on the Website;

     Software malfunction preventing, in part or in full, its performance according to the description of the Software Package, caused by any event beyond Licensor’s control (including but not limited to the interruption of communication networks, energy shortage, or viruses and malwares);

     claims involving connected devices where the connected devices have not been agreed by Licensor or have not been used in compliance with Licensor’s specifications;

     damage or defect(s) arising because Licensor’s instructions and safety procedures or user's manual as to the installation, set-up, connection, commissioning, use, maintenance or repair of the Software Packages have not been followed by Licensee or User;

     Software which source code or object code have been modified, updated, fixed or otherwise altered, in full or in part, by any person not specifically authorized in writing by Licensor;

     damage or defect(s) arising because Licensee or User do not, at least once a month, connect the Software to the Internet, check for updates and, whether applicable, install any Software update published by Licensor;

     Software used in countries or geographical locations subject to United Nations’, European Union’s, United Kingdom’s or United States’ embargo law/regulation or in violation of any export law or regulation, for the relevant product or services;

     Electronic files created through the use of the Software;

     Any electronic file not provided by Licensor that can be used with or by the Software.

6.3 Licensor represents and warrants that the Software does not and shall not contain, at the time of its download by Licensee or User through the link referred to in Article 5.1, any willfully introduced computer virus, time bomb, worm, malware, Trojan horse or any other similar and harmful, malicious or hidden code, routines, programs or data designed to disable, erase, destroy, damage, alter or impair the use of the Software, the Machine, or any data  without User's or Licensee’s knowledge and consent (hereinafter referred to as “Virus”). However, if a Virus is found to have been introduced into the Software, the Parties hereby agree to use all commercially reasonable efforts to cooperate and to diligently work together in order to mitigate the effects of such Virus on the Software.

6.4 Any repair costs for matters which are not warranted under these Software Terms and Conditions will be invoiced in full to Licensee.

6.5 All warranty claims must be sent by registered mail or through the Website’s online form to Licensor’s Customer service (see Article 9) without delay following discovery of the damage or defect. The claim must fully state the nature of the damage or defect and the reference of the ordered Software Package concerned (name and version number) together with any other information that may be required or useful to process the warranty claim.

6.6 Licensor shall decide, at its own discretion, whether to replace, repair or reimburse Software Packages subject of the warranty claim.

6.7 Licensor does not provide any guarantee other than compliance of the Products with English and Wales law as well as European Union legislation and any other compliance guarantee expressly granted in writing by Licensor.

6.8 Licensee is responsible for (a) identifying any legislation which is applicable to the Software in the country and area in which Licensee intends to use the Software Package or where the Software Package will ultimately be received (“Applicable Laws”); and (b) determining whether the Software Package is compliant with such Applicable Laws.

6.9 Licensee represents and warrants that neither it nor any of its employees, agents, representatives, Users is a person or entity with whom English, European or United States entities are restricted from doing business under applicable laws.

6.10 LICENSOR’S REPRESENTATIONS AND WARRANTIES THAT ARE EXPRESSLY SET FORTH IN THESE SOFTWARE TERMS AND CONDITIONS ARE THE ONLY REPRESENTATIONS AND WARRANTIES PROVIDED BY LICENSOR WITH RESPECT TO THE SOFTWARE PACKAGE. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUBJECT ONLY TO THE EXPRESS WARRANTIES PROVIDED UNDER THESE SOFTWARE TERMS AND CONDITIONS, THE SOFTWARE PACKAGES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION: (A) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS; (B) ANY WARRANTY REGARDING RESULTS OBTAINABLE OR TO BE OBTAINED BY LICENSEE OR USER AS A RESULT OF PROVISION OR USE OF THE SOFTWARE PACKAGE; AND (C) ANY WARRANTY OF UNINTERRUPTED OR ERROR-FREE OPERATION OF THE SOFTWARE. NO EXTENSION OR EXPANSION OF THIS WARRANTY WILL BE BINDING UPON LICENSOR UNLESS SET FORTH IN WRITING AND SIGNED BY LICENSOR’S AUTHORIZED REPRESENTATIVE.

7.       Liability

7.1 IN NO EVENT SHALL LICENSOR BE LIABLE FOR INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PRODUCTION, LOSS OF PROFIT, LOSS OF USE, LOSS OF CONTRACTS, LOSS OF IMAGE AS WELL AS ANY SHORTFALL, LOSS OF EARNINGS OR LEGAL EXPENSES.

7.2 EXCEPT IN CASE OF CORPORAL DAMAGE, VOLUNTARY BREACH, GROSS NEGLIGENCE OR BREACH OF THE ESSENTIAL OBLIGATION OF THE CONTRACT, LICENSOR SHALL NOT BE LIABLE FOR ANY DAMAGE, WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM:

(I)          THE USE OF ANY CONNECTED NETWORK (INTERNET, INTRANET, EXTRANET) OR DEVICE SUCH AS VIRUSES, COMPUTER INTRUSION, LOSS OF DATA, LOSS OF CONNECTION; OR,

(II)        THE USE OF ELECTRIC SUPPLY; OR,

(III)      LICENSEE’S NON-COMPLIANCE WITH LICENSOR’S TECHNICAL INSTRUCTIONS OR SAFETY PROCEDURES RELATING TO THE STORAGE, INSTALLATION, SET-UP, CONNECTION, COMMISSIONING, USE, MAINTENANCE OR REPAIR OF THE SOFTWARE, AS EXPLAINED IN LICENSOR’S INSTRUCTIONS AND SAFETY PROCEDURES OR THE RELEVANT USER’S MANUAL; OR

(IV)       THE USE OF THE CONNECTED DEVICES WITH THE SOFTWARE WHERE THE CONNECTED DEVICES HAVE NOT BEEN AGREED BY LICENSOR OR HAVE NOT BEEN USED IN COMPLIANCE WITH LICENSOR’S SPECIFICATIONS; OR,

(V)         THE USE OF THE SOFTWARE IN COUNTRIES OR GEOGRAPHICAL LOCATIONS SUBJECT TO UNITED NATIONS’, EUROPEAN UNION’S, UNITED KINGDOM’S OR UNITED STATES’ EMBARGO OR SPECIFIC EXPORT LAW OR REGULATION, FOR THE RELEVANT PRODUCT OR SERVICES; OR,

(VI)       TO IMPROPER, INCAUTIOUS, INCORRECT OR NEGLIGENT USE OR INSTALLATION OF THE ORDERED SOFTWARE BY LICENSEE OR USER, INCLUDING BUT NOT LIMITED TO, DAMAGE CAUSED BY INCORRECT SET-UP, USE WITH A MACHINE NOT MEETING THE MINIMUM REQUIREMENTS OR FOR A PURPOSE DIFFERENT FROM THE INTENDED USE AS DEFINED IN THE SOFTWARE PACKAGE DESCRIPTION ON THE WEBSITE.

7.3 Licensee and Users hereby undertake to make periodic backup copies of any file or personal configuration created with the Software, as a precaution against potential Software malfunction.

7.4 EXCEPT IN CASE OF CORPORAL DAMAGE, VOLUNTARY BREACH, GROSS NEGLIGENCE OR BREACH OF THE ESSENTIAL OBLIGATION OF THE CONTRACT, LICENSOR’S TOTAL LIABILITY FOR ANY DIRECT DAMAGE WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE CAUSED BY THE SOFTWARE PACKAGE SHALL BE LIMITED TO AN AMOUNT NO GREATER THAN THE PRICE OF THE RELEVANT SOFTWARE PACKAGE.

7.5 With respect to Article 7.4, any liability claim against Licensor shall be brought before the relevant courts (cf. Article 16) by Licensee or User no later than twelve (12) months following the date from which the damage occurred or the date from which Licensee or User should have known such damage occurred.

8.       Right of withdrawal

8.1 According to applicable law, Licensee hereby accepts and agree that the supply of the Software Package, as a digital content not on a tangible medium, shall begin before the end of the cancellation period of fourteen (14) days from the day on which the contract is entered into.

8.2 Notwithstanding Article 10, Licensee acknowledges that such express consent to the immediate supply of the Software Package shall deprive him from the right to cancel the contract under applicable law. 

9.       Maintenance

9.1 Customer satisfaction is an essential part of Licensor’s commercial commitments. Whether requiring further information of encountering any inconveniences with the Software, Licensee or User may contact Licensor through the dedicated online form available on the Website’s main page. Licensor undertakes to reply to any such contact form received within two (2) working days. However, it is agreed by the Parties that a fully detailed answer or a bug fix may require a longer delay.

9.2 Licensor may, from time to time, provide Software updates and bug fixes for the Software. Licensee shall thus undertake to, and make User, connect the Software to the Internet at least once a month to check for updates and, whether applicable, install any Software update published by Licensor.

9.3 It is hereby agreed by the Parties that, unless otherwise stipulated in the Software Package Description, Licensor does not bind itself to any service level commitment regarding the Software Package.

9.4 Licensor may, from time to time, temporarily limit or prevent the use of any Software for maintenance and correction. Licensor shall make its best efforts so as to inform Licensee or User in advance of such limitation or interruption. Licensor shall not be liable for any damage or compensation whether Licensee or User are limited or prevented from using the Software following a scheduled maintenance for less than eight (8) hours. Furthermore, it is agreed by the Parties that emergency unscheduled maintenance may be necessary from time to time.

9.6 Each Software Package may include specific maintenance services, as defined in the Software Package’s description on the Website. Licensee shall be responsible for ensuring that such description meets Licensee’s actual needs.

9.7 Should Licensee or User does not obtain a satisfactory reply to any of their request regarding a product, and are legally considered as Consumers, Licensee or User may also contact EU’s Online Dispute Resolution platform at the following address: https://ec.europa.eu/consumers/odr.

10.       Subscription Period termination

10.1 The Subscription Period shall start on the date Licensor provides Licensee with the relevant Activation Key and shall remain in force for the entire duration chosen by Licensee during the ordering process (“Initial Term”). Depending on the Subscription period chosen by Licensee during the ordering process, it may be automatically renewed for subsequent periods of same duration (“Renewal Term”), unless terminated by either Party by giving the other Party a fifteen (15) days prior written notice, such notice not to expire before the end of either the Initial Term or any Renewal Term.

10.2 Each Party may, upon written notice, terminate the Software Package Licence at any time and with immediate effect, should the other Party commit any material breach of any of the terms of these Software Terms and Conditions and (if such a breach is remediable) fails to remedy that breach within thirty (30) days after notice requiring the defaulting Party to remedy such breach.

10.3 In the event the Software Package Licence is terminated according to Articles 10.2 and unless the termination is due to a breach of these Software Terms and Conditions by Licensee, Licensor shall reimburse Licensee of the remainder of the Subscription Period after the termination date (with respect to any already started 30 days period). Such refund shall be made by Licensor without any undue delay and not later than fourteen (14) days from the termination date. Licensor shall carry out such reimbursement using the same means of payment as Licensee used for the initial transaction, unless Licensee has expressly agreed otherwise.

10.4 Upon termination of the Software Package Licence, Licensee and User shall not be able to use the related Software Package.

11.       Intellectual Property

11.1 Unless otherwise stipulated in the Software Package Description or these Software Terms and Conditions, all intellectual property rights, including but not limited to copyright, patents, database rights and rights in trademarks, designs, know-how, processes, trade secrets and confidential information whether registered or unregistered, and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world owned by or licensed to L-ACOUSTICS (the “Intellectual Property Rights”) and L-ACOUSTICS’ technology resulting from L-ACOUSTICS’s research and development, tests and investment, whether or not classed as Intellectual Property Rights (the “Technology”), relating to the Software Package or the Website, shall remain the property of L-ACOUSTICS or L-ACOUSTICS’ third party suppliers.

11.2 Licensor shall grant Licensee and its Users a non-exclusive license to use the Intellectual Property Rights and Technology relating to the Software in so far as needed for their use of said Software. Such license shall be limited to the Subscription Period, worldwide (except countries or locations subject to United Nations’, European Union’s, United Kingdom’s or United States’ embargo law or regulation for that type of product), and for personal or professional use.

11.3 Licensee and User shall not use the Intellectual Property Rights in a way which would or may damage the Intellectual Property Rights or the brand image of either L-ACOUSTICS or Licensor.

11.4 Licensee and User shall neither divulge, reproduce, use and/or infringe L-ACOUSTICS’ and/or Licensor’s rights in the Technology, nor shall it permit any third party to do so. Furthermore, Licensee and User shall not decompile, disassemble, reverse engineer, create a derivative work, or in any other way derive any source code or object code from the Software, except and only to the extent that the law or a public license applicable to said specific Software expressly permits those activities.

11.5 The Parties agree that the present clause shall also apply to the names of Software or Software Packages, whether or not registered as a trademark or otherwise classed as Intellectual Property Rights.

11.6 The Software named “L-ISA Audio Bridge” is based on the open source project Blackhole, under GNU GPL license - Copyright © 2019 Devin Roth (Existential Audio). Such program is free software: you can redistribute it and/or modify it under the terms of the GNU General Public License as published by the Free Software Foundation, either version 3 of the License, or (at your option) any later version.

This program is distributed in the hope that it will be useful, but WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the GNU General Public License for more details.

You should have received a copy of the GNU General Public License along with this program. If not, please refer to https://www.gnu.org/licenses/

12.       Force Majeure

12.1 “Force majeure” means an event beyond one Party’s control which fully hinders performance of the contract.

For the purpose of this Article  the expression “force majeure” means, but shall not be limited to, acts of God, war, riots, invasion, insurrections or civil commotion, fire, flood, earthquake, weather, acts of the element, energy shortage, interruption of communication networks (including, but not limited to access to the Internet), equipment breakdown, government priorities, allocations, regulations or restrictions, interference or restraint of public authority, (whether legal or not), explosion or accident, epidemic or quarantine restrictions, breakdown, sabotage, strikes or lock-outs.

12.2 After an Order has been issued and accepted by Licensor, neither Party shall be held responsible for late performance or failure to perform obligations arising for them from the agreed contract in the event of Force majeure. However, the relevant Party must give prompt notice of such circumstance to the other Party, by registered email with acknowledgment of receipt.

Furthermore, so as to exclude any liability of the Party claiming a Force majeure circumstance, such notice has to respect the following cumulative conditions:

               It must be received by the other Party within seven (7) working days from the occurrence of the event; and,

               It identifies and proves the Force majeure and its occurrence; and,

               It stipulates the obligations(s) which performance is prevented from by the Force majeure and proves such obstacle.

12.3 A Force majeure circumstance releases the notifying Party from performing its obligations under the Agreement, as well as the other Party from performing its corresponding obligations, until the cessation of such circumstance. Furthermore, either Party shall not be held responsible for non-performance or late performance of such obligations.

12.4 Once a Force majeure event has been notified, the Parties shall meet as soon as possible and discuss measures to be taken immediately or modifications to be made to the contract so as to assure its resumption without any imbalance between the Parties. The Parties may also jointly decide to terminate the contract.

13.       Changes

These Software Terms and Conditions may be amended from time to time by Licensor and shall apply to any Order placed by Licensee after that date. Licensee is thus invited to check the applicable version of this document before placing any Order.

For the sake of clarity, it is reminded that each Order placed by Licensee shall be subject to the version of Licensor’s Software Terms and Conditions in force at the day of said Order. As a result, in the event these Software Terms and Conditions are amended during an active subscription period, any modification shall only apply from its next renewal date.

14.       Privacy

14.1 Licensor is committed to protecting Licensee’s privacy and Personal Data, as well as the User’s, according to applicable laws, especially EU General Data Protection Regulation. By using or accessing the Website, contacting or engaging with Licensor, downloading or using the Software, Licensee agrees that Licensor may process Licensee’s and User’s Personal Data in the manner described in L-Acoustics Group Privacy and L-Acoustics Privacy statement for Software Policy (available at the following address: https://eStore.l-acoustics.com/content/3-data-privacy-cookie-policy). Licensee further guarantees that the Users have been informed of any collection and/or processing of their personal data in relation to their use of the Software and have consented to such collection and processing. Licensee shall provide suitable evidence to Licensor, upon Licensor’s request. Licensee’s or User’s use of the Website or the Software and any information Licensee or User provide through them are subject at all times to this Group Privacy Policy and the applicable terms and conditions that apply to the Website and the Software.

14.2 By creating an account, placing an Order through the Website, downloading the Software or using said Software, Licensee hereby acknowledges that Licensor may use Licensee’s and User’s Personal Data to: i) deliver services to Licensee and User(s), ii) carry out transactions Licensee has requested, including, but not limited to, providing information on Licensor’s products, services or Software, iii) register licensed Software, iv) deliver an Activation Key, v) process Software Orders, vi) handle warranty claims, vii) replace Software manuals, viii) answer Customer Service requests and facilitate the use of the Website or the Software. The legal basis will thus be the performance of a contract. Licensee further guarantees that the Users have been informed of any collection and/or processing of their personal data in relation to their use of the Software and have consented to such collection and processing. Licensee shall provide suitable evidence to Licensor, upon Licensor’s request.

14.3 If Licensee or User have any question regarding Licensor’s Privacy Policy, Licensor’s handling of Licensee’s or User’s Personal Data or would like to lodge a complaint, Licensee or User should contact Licensor using the following email address: info@l-acoustics.com or through the Website’s contact form. Licensor shall promptly address the concern and strive to reach a satisfactory resolution.

15.       Miscellaneous

15.1 The failure of either Party to enforce the provisions of these Software Terms and Conditions at any time or the failure of one Party to require at any time the performance by the other Party of any of the provisions of these Software Terms and Conditions shall in no way be construed to be a present or future waiver of such provisions nor in any way affect the entitlement of either Party to enforce each and every such provision.

15.2 Should any of the clauses of these Software Terms and Conditions be wholly or partially invalid or void, the validity of the remaining clauses or parts thereof shall not be affected.

15.3 These Software Terms and Conditions contains the entire agreement and understanding among the Parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

16.       Applicable law & jurisdiction

16.1 Subject to any provisions that cannot be derogated from by agreement by virtue of the law of Licensee’s country of residence, these Software Terms and Conditions shall be governed by English law, excluding its conflict laws and the application of 1980 “United Nations Convention on Contracts for the International Sales of Goods”.

16.2 Each Party agrees that any dispute, controversy or claim arising out of or in connection with the existence, validity, interpretation, execution or termination for any reason of these Software Terms and Conditions or the licence of Software Packages shall be brought to an amicable settlement between the Parties before any legal proceedings. Failing this, any eventual lawsuit shall be judged under the law and courts of England and Wales.

Last updated on April 28th, 2021