Terms of Service

Certain sections of the Website or specific Platform Content may be governed by separate rules, guidelines, licence agreements, or other terms ("Additional Terms"). These Additional Terms will be presented for acceptance when accessing the relevant feature or material. If Additional Terms conflict with this Agreement, the Additional Terms shall take priority for that specific feature, service, or material.

The Data Processing Addendum (the "DPA"), available at https://www.cocosigns.com/dataprocessingaddendum, is incorporated into this Agreement by reference. In case of conflict between this Agreement and the DPA concerning personal data processing, the DPA terms shall prevail.

Subject to full and continuous compliance with this Agreement, CocoSigns grants the Customer a non-exclusive, non-transferable, non-assignable, and limited right to access and use the Services solely for internal business purposes within the limits of the number of Registered Player subscriptions purchased. This right remains valid only for the applicable Subscription Term.

All access and use must comply with applicable laws of England and Wales, including UK GDPR and Data Protection Act 2018. The licence grants a right to use the Services as provided but does not grant licence to underlying Platform Content, source code, or design (except as expressly stated). Account access is password-protected and credentials must not be shared.

The Supplier reserves the right to audit usage to ensure compliance. Unless otherwise stated, the Customer may add an unlimited number of Authorised Users. Customer's use of specific software applications remains subject to any Additional Terms.

The total number of Registered Players activated may not exceed the number of Registered Player subscriptions validly purchased. Each subscription is strictly associated with one unique Registered Player.

Each Authorised User is solely responsible for maintaining confidentiality and security of their login credentials. Use of a single account by multiple Authorised Users or shared login is strictly prohibited.

The Supplier may conduct audits upon reasonable written notice to verify subscription limit compliance. Customer may register an unlimited number of Authorised Users without additional fees, subject to compliance with applicable UK law including UK GDPR and Data Protection Act 2018.

The Customer shall not engage in any act infringing the Supplier's Intellectual Property Rights or violating the laws of England and Wales. Specifically prohibited actions include: modifying, adapting, translating, copying, or creating derivative works; decompiling, reverse-engineering, or disassembling the Services; selling, sublicensing, leasing, or distributing the Services; uploading malicious code, viruses, unlawful material, or defamatory content.

The Services are subject to UK and international export-control and sanctions regulations. The Customer shall not directly or indirectly export, re-export, or transfer the Services to any prohibited destination, entity, or end-use without required governmental authorisations.

Where the Customer breaches this Article, the Supplier may disable or suspend access to violating content or functionality without liability.

The Customer undertakes to use the Services in full compliance with laws of England and Wales, including UK GDPR and Data Protection Act 2018; provide the Supplier with all information, cooperation, and assistance reasonably required; and promptly notify the Supplier of any actual or suspected unauthorised use.

The Customer must ensure all data, information, and materials relating to Registered Players, Authorised Users, and Customer Content are accurate, complete, up to date, and lawfully collected and processed. Customers on the Free Plan shall not maintain more than one Free Plan account unless otherwise expressly authorized in writing by the Supplier.

The Supplier may offer a free trial period for new Customers. Only one free trial is permitted per Customer. Upon expiry, continued use requires a paid Subscription.

The Customer must pay all subscription fees as set out in the applicable Order Form. Undisputed invoices must be paid within thirty (30) calendar days of receipt. All fees are non-refundable unless expressly provided otherwise in this Agreement.

All fees are exclusive of VAT and any other applicable taxes, duties, or similar governmental assessments, which the Customer is responsible for paying. Services are provided on a recurring subscription basis. By activating a Subscription, the Customer authorises automatic charging of applicable fees on each billing date until the Subscription is cancelled.

The Supplier retains full and exclusive ownership of all Intellectual Property Rights in the Services and all Platform Content. All proprietary digital signage layouts, templates, design resources, branding elements, trademarks, and service features remain the sole property of the Supplier or applicable third-party rights holders. The Customer receives only the limited licence granted in Article 2.

If the Customer provides suggestions, comments, ideas, bug reports, or similar input ("Feedback"), the Customer irrevocably assigns to the Supplier all Intellectual Property Rights in such Feedback. The Customer shall promptly notify the Supplier of any actual or alleged third-party claim concerning Intellectual Property Rights infringement.

For personal data contained in Customer Content that the Supplier processes to provide the Services, the Customer is the Data Controller and the Supplier is the Data Processor as defined by UK GDPR and Data Protection Act 2018. Processing is governed by the Data Processing Addendum ("DPA"), incorporated into this Agreement by reference.

The Customer retains ownership of all Customer Content. To enable Service provision, the Customer grants the Supplier a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, display, and technically modify Customer Content as necessary.

The Supplier is not obliged to monitor Customer Content but may remove, restrict, or block access to any content it reasonably believes violates this Agreement or the law.

Confidential Information means any non-public business, technical, financial, operational, or commercial information disclosed by one party to the other that is identified as confidential or would reasonably be considered confidential.

The Receiving Party shall keep all Confidential Information strictly confidential, use it solely for performing this Agreement, protect it using at least a reasonable standard of care, and not disclose it to any third party without the Disclosing Party's prior written consent.

Upon the Disclosing Party's written request, the Receiving Party shall return or securely destroy all Confidential Information, except for one copy retained solely to comply with legal or regulatory obligations.

The Supplier warrants that during the Subscription Term, the Services will be provided with reasonable skill and care, in material conformity with the applicable user documentation, and will be accessible and functional for the Customer, subject to scheduled maintenance.

Except as expressly set out in this Article, and to the fullest extent permitted by applicable law, the Supplier disclaims all other warranties, conditions, and representations, whether express or implied. No advice or information from the Supplier shall create any warranty not expressly stated herein.

The Customer acknowledges that, save for the express warranties in this Article, the Services are provided on an "as is" and "as available" basis.

To the maximum extent permitted by law, the Supplier shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, business, goodwill, anticipated savings, or data.

Nothing in this Agreement excludes or limits liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability that cannot lawfully be excluded or limited under English law.

The Supplier's total aggregate liability for all claims arising under or in connection with this Agreement shall not exceed the greater of: the total fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim, or one hundred pounds sterling (£100).

The Customer agrees to indemnify, defend, and hold the Supplier harmless from and against any and all third-party claims, actions, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: any breach by the Customer or its Authorised Users of applicable law; any use of the Services not permitted under this Agreement; or any actual or alleged infringement of intellectual property rights by the Customer.

The Customer's indemnification obligations shall survive the termination or expiry of this Agreement.

This Agreement commences on the Effective Date and remains in full force and effect unless and until terminated. Either Party may terminate with immediate effect upon material breach not remedied within thirty (30) days of written notice, or upon the other party's insolvency or administration.

The Customer may terminate this Agreement for convenience at any time by providing at least thirty (30) days' prior written notice. Unless otherwise required by applicable UK consumer protection legislation, any prepaid amounts relating to the unused portion of a Subscription Term are non-refundable.

Upon expiry or termination, all licences and access rights shall immediately cease. The Customer shall promptly pay all accrued but unpaid fees. If a Subscription is not renewed, the Customer's access shall automatically revert to the Free Plan.

The Supplier reserves the right to modify, suspend, or discontinue the Services (or any part) at any time, with or without prior notice, unless otherwise required by applicable law. The Supplier shall not be liable to the Customer or any third party for any modification, suspension, or discontinuation of the Services.

Any formal notice under this Agreement must be in writing, in English, and sent via registered or recorded postal mail, a recognised courier service, or email. Notices to the Supplier shall be sent to its registered office or another address it designates in writing. A notice sent by email is effective on the day sent (if no bounce-back is received).

The Supplier reserves the right to modify this Agreement prospectively at any time, providing at least thirty (30) days' prior notice. Continued use of the Services after the effective date of a modification constitutes acceptance of the updated Agreement.

If a modification materially reduces the Customer's rights, the Supplier will seek the Customer's explicit acceptance. If the Customer does not accept a material change during an active Subscription, it may terminate the Subscription within 30 days and receive a pro-rata refund.

This Agreement, together with any applicable Data Processing Addendum and Order Form, constitutes the entire and exclusive agreement between the parties regarding its subject matter. It supersedes all prior discussions and agreements. No terms, conditions, or warranties shall be implied by custom, trade usage, or prior dealings.

If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions. All other provisions shall remain in full force and effect.

No waiver by either Party of any breach or default under this Agreement shall be construed as a waiver of any preceding or succeeding breach or default, whether of the same or of a different provision.

This Agreement is drafted in the English language. If the Agreement is translated into any other language, the English language version shall prevail in the event of any conflict or question of interpretation.

Neither party shall be liable for any failure or delay in performing its obligations if such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, fire, flood, war, riot, strike, industrial action, or failure of public utilities or telecommunications networks.

A Force Majeure Event does not include a party's financial inability to perform its obligations. The affected party must promptly notify the other party and use reasonable efforts to resume performance.

The Customer agrees to reasonably cooperate with the Supplier in marketing activities, such as participating in case studies, upon the Supplier's request. The Supplier may disclose that the Customer is a user of the Services.

The Supplier may use the Customer's name, logo, trademarks, testimonials, and use-case details in its promotional content only with the Customer's prior written consent. The Customer may withdraw its consent for future use of its Marketing Materials at any time by providing written notice.

The Customer shall not assign or transfer this Agreement, whether in whole or in part, without obtaining the Supplier's prior written consent, which shall not be unreasonably withheld. The Supplier may assign or transfer this Agreement, in whole or in part, upon providing written notice to the Customer.

This Agreement and any dispute, claim, or controversy arising out of or in connection with it shall be governed by and construed exclusively in accordance with the laws of England and Wales, without giving effect to any conflict-of-laws principles.

Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter.