Terms & Conditions

1. Introduction

1.1 Thank you for choosing Ambie Media Limited (Ambie, us). We are pleased to make the Ambie Services (as defined below) available to you through the: (i) the Ambie websites (http://ambie.fm or play.ambie.fm (Websites)); (ii) the Ambie applications (including any mobile applications) (Apps); (iii) the Ambie player (Ambie Player); or (iv) any other widgets, Ambie software or other software applications (including mobile applications) made available to you, including any other products or services offered by Ambie, (items (i) to (iv) together referred to as the Platforms and each a Platform).

1.2 Ambie offers an online streaming digital music service provided specifically and exclusively to commercial businesses only (the Ambie Services or Services). THE AMBIE SERVICES ARE NOT MADE AVAILABLE OR OFFERED TO CONSUMERS.

1.3 Please take the time to read these Terms, which set out the legal terms and conditions on which we sell and make available the Ambie Services to you. These Terms apply whether you use the Ambie Services as a guest or as a registered Ambie user on any Platform.

1.4 These Terms also include our Order Confirmation (if relevant), our Privacy Policy and our Cookie Policy. Please read these Terms carefully. By using or accessing any part of a Platform and by using and continuing to use the Services, whether or not you access the Services through the Website, the Apps, a mobile device, any other mobile application or computer, or the Ambie Player, you shall be deemed to have accepted the Terms in full and that you agree to comply with them. By continuing to use the Ambie Services, you are entering into a binding contract with Ambie. If you do not accept or agree to the Terms, then please don’t use the Services.

1.5 Ambie.fm and play.ambie.fm are sites which are both owned and operated by Ambie. Ambie is registered in England and Wales under company number 08853705 and we have our registered office at 14 Basing Hill, Golders Green, London NW11 8TH. Our VAT number is GB 178 7867 32.

1.6 We may revise these Terms at any time by updating this posting. You should check the relevant Platform from time to time to review the then current Terms because they are binding on you. Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on particular pages of the Platform.

1.7 If you have any feedback, questions, complaints or comments about the Ambie Services or Platform, please contact us at feedback@ambie.fm. For technical support, please contact support@ambie.fm.

1.8 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 provide to us in an Order Confirmation or on your Ambie account page.

1.9 You confirm that you have authority to bind any business on whose behalf you use our Platforms to purchase the Ambie Services.

1.10 These Terms and any document expressly referred to in them constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

1.11 You acknowledge that in agreeing to these Terms you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in them.

1.12 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

2. How to use the Ambie Services and the Ambie account

2.1 In order to use the Ambie Services you will need an Ambie account. This will either be set up for you by us, following which we will send you your username and temporary password, or you can complete the registration form available on any Platform or in the welcome email that we send to you before you start using the Services. Once you complete and submit a registration form we will send you a username and temporary password. PLEASE ENSURE THAT YOU CHANGE THIS INITIAL PASSWORD. Each registration for a Subscription or Trial (each term as defined in sections 5 and 6, respectively) is for a single user only. Ambie does not permit you to share your user name and password with any other person nor with multiple users on a network.

2.2 Responsibility for the security of any passwords issued rests with you. You are responsible for the acts or omissions of any third parties who access your Ambie profile or who otherwise use your Subscription or Trial, whether fraudulently or not. You agree to indemnify us against any claims arising out of unauthorised use of your Subscription, Trial and/or your username and password. We shall not be liable if your username and password is used by someone else.

2.3 We have the right to disable any username or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms. If you feel or suspect that there has been a breach (of any kind) of your Subscription, Trial and/or username and password then you must immediately notify us. Furthermore, you should also immediately change your password.

2.4 Further information relating to the Subscriptions and Trials are set out at sections 5 and 6 of these Terms.

3. Licence

3.1 Unless otherwise stated, the copyright and other intellectual property rights in all material or content provided as part of the Ambie Services (including without limitation photographs, graphical images or musical content) are owned by Ambie or its licensors. If you breach any of the terms in these Terms, your permission to use any Platform and the Ambie Services automatically terminates.

3.2 No part of any Platform may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without Ambie’s prior written permission.

3.3 Any rights not expressly granted in these Terms are reserved.

3.4 The Ambie Services and the content provided through it are the property of Ambie or Ambie’s licensors, and we grant you a limited, non-exclusive, non-transferable, revocable licence to make use of the Ambie Services and to receive the media content made available to you through the Ambie Services and Platforms (Licence), based on the terms of your Subscription or Trial. This Licence shall terminate immediately upon expiry of your Trial or expiry or termination of your Subscription.

3.5 The Ambie software applications are licensed, not sold, to you for a limited time and for a limited purpose, and Ambie retains ownership of all copies of the software applications even after download and installation.

3.6 We license use of the Apps to you on the basis of these Terms and subject to any rules or policies applied by any appstore provider or operator from whose site you downloaded the Apps. We do not sell the Apps to you, Ambie remains the owners of the Apps at all times.

3.7 All Ambie trade marks, service marks, trade names, logos, domain names, and any other features of the Ambie brand are the sole property of Ambie. This Licence does not grant you any rights to use the Ambie trade marks, service marks, trade names, logos, domain names, or any other features of the Ambie brand, whether for commercial or non-commercial use.

3.8 Third party software libraries included in the Ambie Services are licensed to you either under these Terms, or under the relevant third party software library’s licence terms – please refer to our Platform for further information.

3.9 You agree not to use the Ambie Services (including but not limited to its content) in any manner not expressly permitted by the Terms.

4. PPL and PRS for Music

You acknowledge and agree that you are solely responsible for registering and obtaining the relevant public performance licence (or similar) from the relevant local collection agency (for example, PRS and PPL in the United Kingdom). You undertake to ensure that any necessary licences are properly in place and paid for before you start using the Ambie Service.

5. Subscriptions

5.1 Ambie users access the Ambie Services by signing up to a Trial (see section 6) or purchasing a subscription (Subscription). All Subscriptions are available on an annual basis only and shall include the hire of an Ambie Player, subject to the payment terms set out in section 5.2.

5.2 Ambie users can opt for either of the following payment plans for their Subscription:

5.2.1 Monthly Direct Debit: a monthly charge is automatically collected in advance by direct debit (Monthly Direct Debit). The first month’s payment shall include a one-off, non-refundable rental fee of £50 (excluding VAT) for the hire of the Ambie Player; or

5.2.2 Annual Payment: an annual charge is collected in advance by the user’s chosen payment method (Annual Payment). Users opting for this payment plan shall not have to pay the Ambie Player rental fee of £50 (excluding VAT).

The total annual cost (Subscription Fees) for users who choose Monthly Direct Debit will be greater than the total annual cost for users who choose Annual Payment. Details of our current Subscription Fee rates for Monthly Direct Debit and Annual Payment are available by sending an email to support@ambie.fm.

All subscription options offered to Ambie users are referred to collectively as the Subscriptions.

5.3 As part of the Ambie Services, and depending on the Subscription that you opt for, you will receive track lists which have been specially created by our team of expert music curators. Ambie will update these created lists with new tracks from time to time at its sole discretion.

5.4 The Subscription Fees are calculated on the basis that you use the Ambie Services for one premises (Site) and in one “Zone”:

5.4.1 If you wish to use the Ambie Services in more than one Site, then an additional Subscription Fee shall be payable in accordance with sections 5.1 and 5.2; and

5.4.2 If you wish to use the Ambie Services in more than one zone, you must pay an additional fee (Multi-Zone Fee) in addition to the relevant Subscription Fee. The Multi-Zone Fee is calculated as a percentage of your Subscription Fee per additional Zone.

Full details of cost of your selected Subscription will be set out in your Ambie Confirmation Order.

5.5 The number of Sites and Zones on which you may simultaneously use the Ambie Services is set out in your Ambie Confirmation Order.

6. Trials

6.1 First time Ambie users may be offered a free trial of the Ambie Services for a period of time without payment (Trial). From time to time, we may also offer gift codes to new or existing users (Codes). Ambie reserves the right, in its absolute discretion, to determine your eligibility for a Trial, and to withdraw or to modify any Trial or Code at any time without prior notice and with no liability to you or to any other third party.

6.2 For the Trials, we may need you to provide your payment details in order to start the Trial. WE WILL NOT START CHARGING YOU FOR THE AMBIE SERVICE AT THE END OF THE TRIAL EXCEPT WITH YOUR CONSENT (see section 10.4)

6.3 We will send you a subscription confirmation email as well as a payment request before the end of the Trial. Please click on the payment link in order to confirm the Subscription. Upon expiration of the Trial, your access to the Ambie Services will be automatically suspended until we receive your payment request confirmation.

6.4 For the avoidance of doubt, Ambie users on a Trial are not entitled to receive an Ambie Player. Ambie Players shall be supplied once payment for a Subscription has been received or at the sole discretion of Ambie.

7. Ambie Player - Delivery

7.1 Delivery of the Ambie Player shall be made to the user by either courier or recorded delivery following receipt by Ambie of either: (i) the first month’s payment of the Subscription Fees (in the case of the Monthly Direct Debit plan); or (ii) the full Subscription Fees (in the case of the Annual Payment plan), in each case in accordance with section 5.2 above.

7.2 The Ambie Player shall at all times remain the property of Ambie and the user shall have no right, title or interest in or to the Ambie Player (save the right to possession and use of the Ambie Player subject to these Terms). The risk of loss, theft, damage or destruction of the Ambie Player shall pass to the user on despatch of the Ambie Player by Ambie. The Ambie Player shall remain at the sole risk of the user during the Subscription or until such time as the Ambie Player is returned to Ambie. This section 7.2 shall survive the termination, howsoever caused, of your Subscription or these Terms.

7.3 You acknowledge that Ambie shall not be responsible for any loss of or damage to the Ambie Player arising out of or in connection with any negligence, misuse, mishandling of the Ambie Player caused by you, or use of the Ambie Player in a manner contrary to accompanying instructions. This section 7.3 shall survive the termination, howsoever caused, of your Subscription or these Terms.

8. Ambie Player - Quality

8.1 Ambie warrants that on delivery of the Ambie Player and for a period of 12 months from the date of delivery (warranty period), the Ambie Player shall:

8.1.1 conform in all material respects with its description;

8.1.2 be free from material defects in design, material and workmanship; and

8.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

8.1.4 be fit for any purpose held out by Ambie.

8.2 Subject to section 8.3 below, if you tell us during the warranty period within a reasonable time of discovery that the Ambie Player does not perform in all material respects how it should perform, we will discuss with you the best method of rectifying any defects, which may include, at our option and cost, either repair or replacement of the Ambie Player.

8.3 We shall not be liable for the Ambie Player’s failure to comply with the warranty set out in section 8.1 if:

8.3.1 you continue to use the Ambie Player after giving us notice in accordance with section 8.2;

8.3.2 the defect arises because you failed to follow our instructions as to the storage, installation, use or maintenance of the Ambie Player;

8.3.3 you alter or repair or attempt to alter or repair the Ambie Player without our prior written consent; or

8.3.4 the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal storage or working conditions.

8.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 (UK) are, to the fullest extent permitted by law, excluded.

8.5 This section applies to any replacement Ambie Players supplied by us or to repairs made by us to the Ambie Player.

9. International Subscriptions

9.1 We deliver Subscriptions to the following countries outside of the UK: Ireland (International Destinations).

9.2 If you order Ambie Services from our site for delivery to one of the International Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.

9.3 You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.

9.4 You must comply with all applicable laws and regulations of the country for which the Products are destined. We will not be liable or responsible if you break any such law.

10. Billing and refund policy

10.1 Before you can start using the Ambie Services you must provide your payment account details and/or direct debit details (unless you provided these details at the start of the Trial). You can only pay for the Ambie Services using direct debit, a debit or credit card, or by one of the other preferred payment methods set out on our Platform. Payment for the Ambie Services is in advance and you cannot access the Ambie Service until you have provided your payment details.

10.2 By starting your Subscription, you authorise us to charge you the applicable Subscription Fee, and any other charges you may incur in connection with your use of the Ambie Services. You will not be charged for the Ambie Services during the Trial.

10.3 We reserve the right to adjust pricing for our Services or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Any price changes to your service will take effect no earlier than 30 days following email notice to you.

10.4 All Subscriptions, irrespective of payment method, are annual subscriptions. All subscriptions will automatically renew on an annual basis and the Subscription Fees for our Services will continue to be charged on the same basis as previously charged unless and until you cancel your Subscription. If you do not want to continue to receive the Ambie Services after the Trial, you must cancel your Subscription through your Ambie account settings before the end of the Trial (in accordance with section 11). Subscription Fees once paid and received are non-refundable, except unless otherwise agreed (please refer to section 10.6 below). We reserve the right to change the timing of our billing, in particular, as indicated below, if your payment method has not successfully settled.

10.5 As used in these Terms, “billing” shall indicate a charge, debit or other payment clearance, as applicable, against your payment method. Unless otherwise stated, month, monthly, year or yearly refers to your billing cycle for your Subscription Fees:

10.5.1 the Monthly Direct Debit will be first charged to you on or around the date on which you sign up to your Subscription and then on that same date in each calendar month thereafter;

10.5.2 the Annual Payment will be deducted on or around the date on which the Services are first provided and annually on the anniversary of that date thereafter.

In the case of a Monthly Direct Debit or Annual Payment, where the start date for the Services does not fall on the first of any calendar month, the Subscription Fee will be charged on a pro rata basis for that relevant calendar month. All subsequent payments of the Subscription Fee will be charged in accordance this section 10.

Refund policy

10.6 In the event of cancellation or early termination of your Subscription in accordance with section 11 and for convenience prior to the end date, you do not have to pay an early termination fee, however we cannot offer you a refund. If you pay by Monthly Direct Debit we will continue to collect the relevant payment until the anniversary of your start date.

11. Term and termination

11.1 These Terms will continue to apply to you until terminated by either you or Ambie in accordance with these Terms.

11.2 Ambie may terminate the Terms or suspend your access to the Ambie Services with immediate effect at any time, whether for convenience or cause, including in the event of your actual or suspected unauthorised use of the Ambie Services or non-compliance with the Terms.

11.3 You may terminate your Subscription for cause in the event that Ambie commits a material breach of this agreement and fails to remedy such breach within 60 days after receipt of a written notice from you specifying the breach and requiring it to be remedied. No further payments will be taken from you following a successful termination of your Subscription under this section 11.3.

11.4 We will provide you with at least 45 days’ notice of the expiry date of your Subscription. Unless you cancel your Subscription through your Ambie account page at least 30 days before the end of the current subscription period, your Subscription with Ambie will automatically renew for a further 12 month period. Termination, if validly effected, will be effective from the end of the Subscription period.

11.5 You may terminate your Subscription for convenience at any time on 60 days’ prior written notice by emailing a termination request to support@ambie.fm. We will confirm receipt of your termination request. Termination, if validly effected, will be effective from the end of the second monthly billing period in which the request is deemed effective.

11.6 If you do not cancel your Subscription within the notice periods specified in these Terms, your Subscription with Ambie will automatically renew for another 12 month period and you authorise us to charge the Subscription Fee relevant to your subscription. Ambie will continue to deduct the Subscription Fee using the nominated payment method. If you cancel your payment and/or terminate the Terms before the end of the current subscription period, we will not refund any Subscription Fees paid to us except in accordance with our refund policy.

11.7 In order to terminate your Subscription, please refer to your Ambie account page. Alternatively please send an email to support@ambie.fm. You will be informed by email of the confirmation of the termination of your Subscription.

11.8 If you or Ambie terminate the Terms, or if Ambie suspends your access to the Ambie Service, you agree that Ambie shall have no liability or responsibility to you and Ambie will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.

11.9 Upon termination of the Ambie Services, howsoever caused, you agree to return the Ambie Player to us at Interchange Atrium, Stables Market, Chalk Farm Road, London NW1 8AH within 14 days of termination of your Subscription. You agree to indemnify us for the cost and expense of repairing or replacing (as applicable) the Ambie Player should we fail to receive the Ambie Player within 30 days of the date of termination or in the event that the returned Ambie Player is not returned in a saleable condition (subject to reasonable wear and tear).

12. Ambie user information and conduct

12.1 Other than personally identifiable information, which is covered under our Privacy Policy, you are not authorised to upload, transmit, post or amend any material to the Platform or any other part of the Ambie Services provided by Ambie to you.

12.2 You are prohibited, by any means, from posting or transmitting to or from the Platform or any other Ambie application any material:

12.2.1 that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or

12.2.2 for which you have not obtained all necessary licences and/or approvals; or

12.2.3 which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world (including but not limited to any act or omission which impinges or which may infringe a third party’s intellectual property rights; or

12.2.4 which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

12.3 You may not misuse the Ambie Services (including, without limitation, by hacking).

12.4 Ambie shall fully co-operate with any law enforcement authorities or court order requesting or directing Ambie to disclose the identity or locate anyone posting any material in breach of these Terms.

13. Your obligations and your conduct

13.1 You confirm that you will comply with your obligations relating to your use of the Ambie Services as set out in these Terms.

13.2 You agree that you will not:

13.2.1 use the Ambie Services in any way that may lead to the encouragement, procurement or carrying out of any criminal activity or for any other unlawful purpose;

13.2.2 use the Ambie Services in any way that interrupts, damages, impairs or renders the Ambie Service less effective;

13.2.3 use the Ambie Services, directly or indirectly, in a manner which abuses any cancellation or refund policy or is otherwise fraudulent or abusive; or

13.2.4 access or attempt to access the accounts of other users or penetrate or attempt to penetrate security measures operated by Ambie.

13.3 You undertake that you will:

13.3.1 ensure that the terms of your Subscription (including details relating to any Site(s) and Zone(s) and payment details) are complete and accurate;

13.3.2 co-operate with Ambie in all matters relating to the Services;

13.3.3 provide Ambie, its employees, agents, consultants and subcontractors, with access to the Site(s) and other facilities as reasonably required by Ambie;

13.3.4 provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

13.3.5 prepare the Site(s) (including all relevant Zones) for the supply of the Services; and

13.3.6 obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start.

13.4 If Ambie’s performance of any of its obligations under the Terms are prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Customer Default):

13.4.1 Ambie will, without limiting its other rights or remedies, have the right to suspend performance of the Services until you remedy the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Ambie’s performance of any of its obligations;

13.4.2 Ambie will not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from Ambie’s failure or delay to perform any of its obligations as set out in this section 13.4; and

13.4.3 you will reimburse Ambie on written demand for any reasonable costs or losses sustained or incurred by Ambie arising directly or indirectly from the Customer Default.

14. Links to and from other websites

14.1 Links to third party websites on any Platform are provided solely for your convenience. If you use these links, you leave the Platform. Ambie has not reviewed any of these third party websites and does not control and is not responsible for these websites or their content or availability. Ambie therefore does not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to the Platform, you do so entirely at your own risk.

14.2 If you would like to link to the Platform, you may only do so on the basis that you link to, but do not replicate, reproduce or otherwise copy, the home page of the Platform or its content, and subject to the following conditions:

14.2.1 you do not remove, distort or otherwise alter the size or appearance of the Ambie logo;

14.2.2 you do not create a frame or any other browser or border environment around the Platform;

14.2.3 you do not in any way imply that Ambie is endorsing any products or services other than its own;

14.2.4 you do not misrepresent your relationship with Ambie nor present any other false information about Ambie;

14.2.5 you do not otherwise use any Ambie trade marks displayed on the Platform without express written permission from Ambie;

14.2.6 you do not link from a Platform that is not owned by you; and

14.2.7 your Platform does not contain content that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.

14.3 Ambie expressly reserves the right to revoke the rights granted to you in the event of a breach of these Terms and to take any action it deems appropriate.

14.4 You shall fully indemnify Ambie for any loss or damage suffered by Ambie for breach of section 14.2.

15. System requirements

15.1 It is your responsibility to ensure that you are able to comply with the relevant system requirements that must be met for you to be able to successfully access and use the Ambie Services. We accept no responsibility for any lack of functionality and or failure to provide any aspect of the Ambie Services that is due to your equipment (including, but not limited to, your electronic device, portable device or mobile device (Device), Internet connection, operating system or settings and any other software or hardware). Access to parts or all of the Ambie Services may be restricted from time to time to allow for repairs, maintenance or updating. We reserve the right to withdraw, take down or amend all or part of the Ambie Services at any time and without reason.

15.2 We will not be liable to you if for any reason our Platform or Services are unavailable at any time or for any reason.

16. Service access and customer support

16.1 We use reasonable endeavours to keep the Platform and Ambie Services operational 24 hours a day/7 days a week. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. Ambie reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Ambie Services, with or without notice, all without liability to you for any interruption, modification, or discontinuation of the Ambie Services or any function or feature thereof. You understand and agree that Ambie has no obligation to maintain, support, upgrade, or update the Services, or to provide all or any specific content through the Services. You also understand and agree that Ambie may require access to your account only in order to resolve technical issues (for example if you have reported a virus or bug).

16.2 To find out more information about our Services and its features, or if you need assistance with your Ambie account, please contact our support team by emailing support@ambie.fm. In certain instances, we may best be able to assist you by using a remote access support tool through which we have full access to your computer. If you do not want us to have this access, you should not consent to support through the remote access tool, and we will assist you through other means.

17. Viruses

17.1 We do not guarantee that the Services or the Platform will be secure or free from bugs or viruses.

17.2 You are responsible for configuring your information technology, computer programmes, Devices and Platform in order to access the Services. You should use your own virus protection software.

17.3 You must not attempt to gain unauthorised access to our Platform or the Services, the server on which the Services are stored or any server, computer or database connected to the Services. You must not attack our Platform or the Services via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Platform or the Services will cease immediately.

18. Disclaimer

18.1 Whilst Ambie endeavours to ensure that the information on the Platform is correct, Ambie does not warrant the accuracy and completeness of the material on the Platform. Ambie may make changes to the material on the Platform, or to the products and prices described in it, at any time without notice. The material on the Platform may be out of date, and Ambie makes no commitment to update such material.

18.2 The material on the Platform is provided "as is", without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, Ambie provides you with the Services and on the basis that Ambie excludes all representations, warranties, conditions and other terms including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill which, but for this legal notice, might have effect in relation to the Services.

19. Liability

19.1 Nothing in these Terms shall limit or exclude Ambie’s liability for:

19.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

19.1.2 fraud or fraudulent misrepresentation; or

19.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

19.2 Subject to section 19.1:

19.2.1 Ambie shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for: any loss of profits, sales, or revenue; loss or corruption of data, information or software; loss of business or business opportunity; loss of anticipated savings; loss of goodwill; any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Services or to your downloading of any content on it, or on any website linked to it; or any indirect or consequential loss,

arising under or in connection with these Terms.

19.3 Ambie 's total liability to you in respect of all other losses arising under or in connection with the Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total Subscription Fee received from you for the immediately preceding Subscription period in full and cleared funds.

19.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these Terms.

19.5 This section 19 shall survive termination of these Terms.

19.6 If your use of any material or content on the Platform results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof.

20. General

Changes to Terms

20.1 Ambie reserves the right to change these Terms at any time and such change will be effective from the time of posting the revised terms on the Platform. Any use of the Ambie Services or Platform by you after the revised terms are posted will indicate your agreement to such change. It is therefore important that you are familiar with the most up to date terms. You must stop using the Ambie Services and Platform if you disagree with any changes to the terms and conditions.

Events outside our control

20.2 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms or as part of the Services that is caused by an act or event that is outside and beyond our reasonable control (including failures of public or private telecommunications networks).


20.3 Your access to the Platform and use of the Services may be subject to other laws and you must comply with all applicable laws and regulations (whether of the country in which you are demised or from which you access the Platform or Services, or otherwise). We will not be liable or responsible if you fail to comply with any such law or regulation.


20.4 By agreeing to these Terms and by using the Services, you confirm that you have the authority to bind any business on whose behalf you use the Services and Platform.


20.5 You may not assign, transfer, sub-licence, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under these Terms.

Third party rights

20.6 No one other than a party to these Terms, their successors and permitted assignees, will have any right to enforce any of its terms.


20.7 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause will not affect the validity and enforceability of the rest of these Terms.

Entire agreement

20.8 These Terms and any documents expressly referred to in them constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

20.9 You acknowledge that by continuing to use the Services and by agreeing to these Terms you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in them.

20.10 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

Governing law and jurisdiction

20.11 These Terms will be governed by and construed in accordance with English law. Disputes arising in connection with these Terms shall be subject to the exclusive jurisdiction of the English courts.

Last updated: 27 July 2016

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