Our terms

1.             These terms

1.1           What these terms cover. These are the terms and conditions under which which we supply our services on our platform at vocalista.com (our "Platform").

1.2           Why you should read them. Please read these terms carefully before you register for an account with us. These terms tell you who we are, how we will provide services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.

1.3           Are you a business customer or a consumer? 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 use our services for your personal use (not for use in connection with your trade, business, craft or profession).

2.              Information about us and how to contact us

2.1           Who we are. We are Vocalista Limited, a company registered in Scotland (company number SC679790) whose registered office is at Vocalista, Isle of Skye, United Kingdom.

2.2           How to contact us. You can contact us by email at hello@vocalista.com.

2.3           How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your registration details.

2.4           "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.

3.              Our contract with you

3.1           How we will accept your registration with us. Our acceptance of your registration will take place when we email you or send you a text message to accept it, at which point a contract will come into existence between you and us. Use of the Platform will also be subject to your compliance with our Acceptable Use Policy. If you are a business customer using the Platform on behalf of a business or company, you confirm that you have authority to act on behalf of that business or company, and that business or company accepts these terms and our Acceptable Use Policy.

3.2           If we cannot accept your registration. If we are unable to accept your registration, we will inform you of this in writing. You must be at least 13 to use our Platform. If you are younger than 16 years of age your parent or legal guardian must register an account on your behalf.

4.              Our services

4.1           Account type. You may only register for one account.Use of the basic features of the Platform are provided free of charge. Payment will be required for some services and/or products available on the Platform. Use of certain features of the Platform will require you to prove your identity (we use a third party provider to verify your identity). Your Platform access will be increased when we have verified your identity. Your account will allow for swapping between various roles as you move through the Platform and interact with others, meaning you can choose to participate as a private citizen (consumer) or in a professional capacity as appropriate.

4.2           Minor changes to the products. We may change the Platform:

(a)       to reflect changes in relevant laws and regulatory requirements; and

(b)       to implement minor technical adjustments and improvements.

These changes will not affect your use of the Platform.

5.          Restrictions on use of digital content

5.1        You agree that you will:

(a)       not rent, lease, sub-license, loan, provide, or otherwise make available, the Platform in any form, in whole or in part to any person without prior written agreement with us;

(b)       not copy our Platform, except as part of the normal use of the Platform;

(c)       not translate, merge, adapt, vary, alter or modify, the whole or any part of our Platform; and

(d)       not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of our Platform nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile software to obtain the information necessary to create an independent program that can be operated with another program provided that the information obtained by you during such activities is not used to create any software that is substantially similar in its expression to our software.

5.2           All intellectual property rights in our Platform throughout the world belong to us (or our licensors and contributors) and the rights in our Platform are licensed (not sold) to you. You have no intellectual property rights in, or to, our Platform other than the right to use them in accordance with these terms. You must not infringe our intellectual property rights or those of any third party in relation to your use of our Platform.

6.              Providing our services

6.1           When we will provide the services. We will supply our services through the Platform until your subscription expires (where you pay to subscribe to our services) or you end the contract as described in clause 8 or we end the contract by written notice to you as described in clause 9.

6.2           Reasons we may suspend our services. We may have to suspend the services to:

(a)       deal with technical problems or make minor technical changes; or

(b)       update the Platform to reflect changes in relevant laws and regulatory requirements.

6.3           Your rights if we suspend our services. We will contact you in advance to tell you we will be suspending our services, unless the problem is urgent or an emergency. You may contact us to end the contract if we suspend our services, or tell you we are going to suspend our services, in each case for a period of more than three months and we will refund any sums you have paid in advance for the services in respect of the period after you end the contract.

7.              Your rights to end the contract

7.1           You can always end your contract with us.  Your rights when you end the contract will depend on whether there is anything wrong with it, how we are performing, when you decide to end the contract and whether you are a consumer or business customer:

(a)       If what you have purchased is faulty or misdescribed you may have a legal right to end the contract (or get some or all of your money back), see clause 11 if you are a consumer;

(b)       If you want to end the contract because of something we have done or have told you we are going to do, see clause 7.2.

7.2           Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any services which have not been provided (where you have paid for services). The reasons are:

(a)       we have told you about an upcoming change to the Platform or these terms which you do not agree to;

(b)       we have told you about an error in the price or description of the services you have subscribed to and you do not wish to proceed;

(c)       there is a risk that supply of the services may be significantly delayed because of events outside our control;

(d)       we have suspended supply of the services for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than three months; or

(e)       you have a legal right to end the contract because of something we have done wrong.

7.3           Exercising your right to change your mind if you are a consumer in the UK. If you are a consumer in the UK then for most products and services bought online you have a legal right to change your mind within 14 days and receive a refund.  This is subject to some conditions, as set out below in clause 7.4 and 7.5.

7.4           When you can't change your mind as a consumer. You can't change your mind about an order for:

(a)       digital products, after you have started to download or stream these; or

(b)       services, once these have been completed.

7.5           The deadline for changing your mind if you are a consumer. If you change your mind about a product or service you must let us know no later than 14 days after:

(a)       the day we confirm we have accepted your order, if it is for a service;

(b)       the day we confirm we have accepted your order, if it is for digital content for download or streaming although you can't change your mind about digital content once we have started providing it.

8.              How to end the contract with us (including if you are a consumer who has changed their mind)

8.1           Tell us you want to end the contract. You may end your contract with us at any time. To end the contract, please email us at [INSERT]. Any payment you have made to us is non-refundable except where you are a consumer changing your mind (please see clause 7.3 and clause 8.3) or you have terminated the contract in accordance with clause 7.2 or we end the contract in accordance with clause 9.2.

8.2           How we will refund you.  If you are entitled to a refund under these terms we will refund you the price you paid for the products or services by the method you used for payment. However, we may make deductions from the price, as described below.

8.3           When we may make deduction from refunds if you are a consumer exercising your right to change your mind. If you are exercising your right to change your mind, 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.

8.4           When your refund will be made. We will make any refunds due to you as soon as possible.  If you are a consumer exercising your right to change your mind then your refund will be made within 14 days of you telling us you have changed your mind.

9.              Our rights to end the contract

9.1           We may end the contract if you break it. If you breach any term of our Acceptable Use Policy or these terms we may suspend your access to our services or terminate the contract between us.

9.2           We may withdraw the services. We may write to you to let you know that we are going to stop providing the services. We will let you know at least 30 days in advance of our stopping the supply of the services and will refund any sums you have paid in advance for services which will not be provided.

10.           If there is a problem with the services

How to tell us about problems. If you have any questions or complaints about the services, please contact us. You can email us at hello@vocalista.com.

11.           Your rights in respect of defective products if you are a consumer in the UK

11.1        If you are a consumer in the UK we are under a legal duty to supply products and services that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the our products and services where you are a consumer in the UK. Nothing in these terms will affect your legal rights, including legal rights which you may be entitled to in your home state where you are based outwith the UK.

Summary of your key legal rights

This is a summary of your key legal rights if you are a consumer in the UK. These are subject to certain exceptions.

If your product is digital content, the Consumer Rights Act 2015 says digital content must be as described, fit for purpose and of satisfactory quality:

a) If the digital content you have paid for is faulty, you're entitled to a repair or a replacement.

b) 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 (where you have paid for digital content).

c) 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.

If you have paid for services, the Consumer Rights Act 2015 says:

a) 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.

b) If a price hasn't been agreed upfront, what you're asked to pay must be reasonable.

c) If a time hasn't been agreed upfront, it must be carried out within a reasonable time.

12.           Price and payment

12.1        Where to find the price for the products and services. The price of our products and services (which includes VAT where applicable) can be found at [information to follow]. We take all reasonable care to ensure that the price advised to you is correct. However please see clause 12.3 for what happens if we discover an error in the price you pay for. Prices may change from time to time. Any changes to the price of our products and services will only apply following reasonable notice to you.

12.2        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.

12.3        What happens if we got the price wrong. It is always possible that, despite our best efforts, some of our products and/or services may be incorrectly priced. We will normally check prices before accepting your payment so that, where the correct price at the date of purchase is less than our stated price, we will charge the lower amount. If the correct price at the date of purchase is higher than the price stated to you, we will contact you for your instructions before we accept your payment. If we accept and process your payment where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract and refund you any sums you have paid.

12.4        How you can pay. We accept payment with [list of credit and debit cards to follow]. All services and products must be paid for before you receive them.

12.5        Our right of set-off if you are a business customer. If you are a business customer you must pay all amounts due to us in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

12.6        What to do if you think a payment is wrong. If you think a payment we have taken from you is wrong please contact us promptly to let us know.

13.           Our responsibility for loss or damage suffered by you if you are a consumer

13.1        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 us 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.

13.2        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;and for breach of your legal rights in relation to the products and/or services as summarised at clause 11.1.

13.3        When we are liable for damage caused by defective digital content. 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.

13.4        We are not liable for business losses. If you are a consumer we only supply the services to you for domestic and private use. If you use the services for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 14.

14.           Our responsibility for loss or damage suffered by you if you are a business

14.1        Nothing in these terms shall limit or exclude our liability for:

(a)       death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);

(b)       fraud or fraudulent misrepresentation; or

(c)       any matter in respect of which it would be unlawful for us to exclude or restrict liability.

14.2        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.

14.3        Subject to clause 14.1:

(a)       we shall not be liable to you, whether in contract, negligence, breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and

(b)       our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, negligence, breach of statutory duty, or otherwise, shall be limited to £1.

15.           How we may use your personal information

15.1        How we will use your personal information. We will only use your personal information as set out in our Privacy Notice.

16.           Other important terms

16.1        We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

16.2        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.

16.3        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.

16.4        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.

16.5        Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by Scots law and you can bring legal proceedings in respect of the products in the Scottish courts. If you live in England or Wales you can bring legal proceedings in respect of the products in the Scottish, English or Welsh courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the Scottish courts. Where you are resident in the EU and using the Platform for your own personal (not business) use, the jurisdiction will be the courts of your country of residence.

16.6        Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Scotland and the courts of Scotland shall have exclusive jurisdiction to settle any such dispute or claim.