Terms & Conditions
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, remote.ambie.fm or dashboard.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 a 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.
1.5 Ambie.fm, remote.ambie.fm and dashboard.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 Labs Atrium, Stables Market, Chalk Farm Road, London, NW1 8AH. Our VAT number is GB 178 7867 32.
1.6 Unless otherwise stated on the Order Form, we may revise these Terms at any time by updating this posting. You should check the Websites 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 Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on particular pages of the Websites.
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 Form You confirm that you have authority to bind any business on whose behalf you use our Platforms to purchase the Ambie Services.
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.
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.
3.1 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) (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 Content 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.
3.9 Due to licensing restrictions or other limitations or restrictions imposed, access to the Ambie Services and Content may be limited in scope to certain geographical territories (the Territory). Any limitations are identified on the Platforms or is otherwise provided during the Order process or when registering as a user. You may not use the Ambie Services outside of the designated Territory. You shall at all times maintain and upon request make available to us an accurate and up to date list of your locations.
3.10 You agree not to use the Ambie Services (including but not limited to the Content) in any manner not expressly permitted by the Terms.
4. PPL and PRS for Music
4.1 Ambie is responsible for licenses and permissions from the owners of the musical and/or lyrical compositions (i.e. publishing licences) and the owners of the sound recordings needed for streaming and reproduction/mechanisation of the Content.
4.2 You are required to pay any public performance fees and/or royalties to performance rights organisations (PROs) (e.g. PPL and PRS in the UK) when using the Ambie Services, unless otherwise agreed. You undertake to ensure that any necessary licences are properly in place and paid for before you start using the Ambie Service.
5.1 Ambie users access the Ambie Services by purchasing a subscription (Subscription) which may include a free Trial period, by signing the Order Form and paying the subscription fee. Unless otherwise agreed on the Order Form, Subscriptions are for a minimum term of 24 months and shall include the hire of an Ambie Player, subject to the payment terms set out in section 5.2. The start date for a Subscription shall be the date on the Order Form or the date you start using the Services, whichever is the earliest.
5.2 Except as otherwise agreed between the parties on the Ambie Order Form, Ambie users shall be charged an annual fee for their Subscription which shall be collected in advance by the user’s chosen payment method (Annual Payment). The first annual payment shall include a one-off, non-refundable rental fee of £75. Please click on the payment link in order to confirm the Subscription.
5.3 All subscription options offered to Ambie users are referred to collectively as the Subscriptions. Full details of the cost of your selected Subscription will be set out in your Order Form.
5.4 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.
5.5 The Subscription Fees are calculated on the basis that you use the Ambie Services for one premises (Site) and in one “Zone”. The number of Sites and Zones on which you may simultaneously use the Ambie Services is set out in your Ambie Order Form.
6.1 From time to time, the first 14 days (or such longer period as agreed on the Order Form) of a Subscription may be treated as a free Trial of the Ambie Services (Trial). From time to time, we may also offer gift codes to new or existing users (Codes).
6.2 Payment details must be provided by you before the start of the Trial, although we will not take payment without receiving confirmation that you wish to proceed with the subscription.
6.3 We will send you a subscription confirmation email before the end of the Trial.
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 the first payment due by the user under these Terms, 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 the duration of the Initial Term or any Renewal Term (warranty period), the Ambie Player shall (a) conform in all material respects with its description; (b) be free from material defects in design, material and workmanship; (c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and (d) 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 reserve the right to charge you the sum of £75 for a replacement Ambie Player if:
8.3.1 the defect in the Ambie Player arises because you failed to follow our instructions as to the storage, installation, use or maintenance of the Ambie Player;
8.3.2 you alter or repair or attempt to alter or repair the Ambie Player without our prior written consent; or
8.3.3 the defect arises as a result of 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 countries outside of the UK as stated on our Websites from time to time (International Destinations).
9.2 If you order Ambie Services from our site for delivery to one of the International Destinations, we will agree with you shipping fees for the Ambie Player. 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. You be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
9.3 You must comply with all applicable laws and regulations of the country for which the Ambie Player is destined. We will not be liable or responsible if you break any such law.
10.1 Before you can start using the Ambie Services you must provide your payment details in accordance with the payment method set out on the Trial Confirmation or Order Form (Payment Details). You may 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. Unless we have agreed and approved credit terms with you, payment for the Ambie Services is in advance and you cannot access the Ambie Service until you have provided your Payment Details.
10.2 You authorise us to charge you in GBP sterling the applicable Subscription Fee, and any other charges you may incur in connection with your use of the Ambie Services, using the Payment Details provided. Except where we have agreed credit terms, payment will be taken on the first day after the at the end of the Trial unless you have cancelled the Subscription in accordance with section 6.2 above.
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 or at the end of your current Subscription period, whichever is the earlier.
10.4 All Subscriptions, irrespective of payment method, are 12 month subscriptions (Initial Term) unless agreed otherwise on the Order Form. All subscriptions will automatically renew for further periods of the same length as the Initial Term (Renewal Term) unless you notify us 30 days before the expiry of the Initial Term or Renewal Term that you do not wish to renew your Subscription. We will provide you with at least 45 days’ notice of the expiry date of the Initial Term or any Renewal Term (except in the case of a rolling monthly Subscription). You authorise us to take payment for the monthly subscription or the Annual Payment for any Renewal Term (whichever is applicable) using the same Payment Details used for the Initial Term at the start of the Renewal Term. Subscription Fees once paid and received are non-refundable.
10.5 We are unable to offer refunds for termination of your Subscription for convenience at any time other than prior to the end of your Initial Term or any Renewal Term, as applicable. For the avoidance of doubt, if you do cancel your Subscription prior to the end of your Initial Term or Renewal Term and you pay by direct debit or credit card, we will continue to collect the relevant payments until the end of the Initial Term or any Renewal Term.
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 your Subscription or suspend your access to the Ambie Services with immediate effect at any time in the event that you commit a material breach of the Terms or where there is actual or suspected unauthorised use by you of the Ambie Services or non-compliance with the Terms. In the event of such termination or suspension, 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.
11.3 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. Following a successful termination of your Subscription under this section 13.3 we will refund you an amount calculated on a pro rata basis for the remainder of the Initial Term or any Renewal Term.
11.4 You may terminate your Subscription for convenience at any time during your Trial. In order to terminate your Subscription, please send a termination request to email@example.com. We will confirm receipt of your termination request to you by email.
11.5 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. Your obligations and your conduct
12.1 You acknowledge and agree that portions of the Services, including Content offered on or through the Services, may be owned, controlled, licensed or otherwise made available by or on behalf of third parties (Rights Holders), and your use of or access to the Services is subject to your compliance with the terms, conditions and restrictions imposed by such Rights Holders. In consideration of your use of or access to the Services and Content, you represent, warrant and covenant that:
12.1.1 you will only use the Service to provide foreground or background media (media, messaging and/or video) at your location;
12.1.2 you will not amplify, transmit or retransmit the broadcast of Content so as to be audible or visible outside of your premises (beyond ordinary patio or other outdoor speaker usage), or transmit Content outside of your premises;
12.1.3 you will not use Content in conjunction with any advertising, commercial message, entertainment or other public event at any location for which you or any other person receives consideration of any kind (including a physical activity event or entertainment at your location for which an admission fee is charged);
12.1.4 you will not transmit, retransmit, alter, record or reproduce (or permit the transmission, retransmission, alteration, recording or reproduction of) any Content other than as expressly permitted herein;
12.1.5 your location will be properly licensed in the jurisdiction where it is located in order to play or otherwise transmit the Content, and you will be solely responsible for obtaining and timely paying for all music licenses and permissions required in your jurisdiction for the public performance of any Content, including payment of fees directly to PROs
Accordingly, the authorisations specifically exclude any use of the Content as an accompaniment to musicians, singers, dancers, any other entertainers actually present and performing.
12.2 You acknowledge and agree that any Content owned or controlled by Rights Holders shall be deemed the copyrighted works of such Rights Holders, with all right, title, and interest in and to such works, including any programming and compilations provided on or through the Services, vesting exclusively in the applicable Rights Holders. Any Rights Holder may change the functionality of certain aspects of the Services at any time, without notice to you or us. You acknowledge and agree that we are entitled to provide and that Rights Holders are permitted to receive, record, report and monitor usage of Content for purposes of reporting and managing licensing activity as well as compliance, directly or through PROs.
12.3 You agree to indemnify, defend and hold Ambie, its affiliates and any Rights Holders harmless from and against any losses arising out of the public performance and any other use of Content, including your failure to secure and maintain any necessary public performance licenses.
12.4 You agree that you will not:
12.4.1 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;
12.4.2 use the Ambie Services in any way that interrupts, damages, impairs or renders the Ambie Service less effective;
12.4.3 use the Ambie Services, directly or indirectly, in a manner which abuses any cancellation or refund policy or is otherwise fraudulent or abusive; or
12.4.4 access or attempt to access the accounts of other users or penetrate or attempt to penetrate security measures operated by Ambie.
12.5 You undertake that you will:
12.5.1 ensure that the terms of your Subscription (including details relating to any Site(s) and Zone(s) and payment details) are complete and accurate;
12.5.2 co-operate with Ambie in all matters relating to the Services;
12.5.3 provide Ambie, its employees, agents, consultants and subcontractors, with access to the Site(s) and other facilities as reasonably required by Ambie;
12.5.4 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;
12.5.5 prepare the Site(s) (including all relevant Zones) for the supply of the Services, for example, by providing power supply, speakers and an internet connection; and
12.5.6 obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start.
12.6 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):
12.6.1 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;
12.6.2 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 12.6; and
12.6.3 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.
13. Links to and from other websites
13.1 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.
13.2 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:
13.2.1 you do not remove, distort or otherwise alter the size or appearance of the Ambie logo;
13.2.2 you do not create a frame or any other browser or border environment around the Platform;
13.2.3 you do not in any way imply that Ambie is endorsing any products or services other than its own;
13.2.4 you do not misrepresent your relationship with Ambie nor present any other false information about Ambie;
13.2.5 you do not otherwise use any Ambie trade marks displayed on the Platform without express written permission from Ambie;
13.2.6 you do not link from a Platform that is not owned by you; and
13.2.7 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. System requirements
14.1 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.
14.2 We will not be liable to you if for any reason our Platform or Services are unavailable at any time or for any reason.
15. Service access and customer support
15.1 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).
15.2 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 firstname.lastname@example.org. 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.
16.1 We do not guarantee that the Services or the Platform will be secure or free from bugs or viruses.
16.2 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.
16.3 You must not, or allow third parties to, 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.
17.1 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.
17.2 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.
18.1 Ambie will defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that the Ambie Services infringes or misappropriates such third party’s intellectual property rights (a “Claim”) and will indemnify you from any damages, reasonable attorney fees and costs finally awarded against you as a result of, or for amounts paid by you under a settlement approved by us in writing of, a Claim, provided you:
18.1.1 promptly give us written notice of the Claim;
18.1.2 give us sole control of the defence and settlement of the Claim (except that we may not settle any Claim unless it unconditionally releases you of all liability), and
18.1.3 give us all reasonable assistance, at our expense.
18.2 If we receive information about an infringement or misappropriation claim related to the Services, we may in our discretion and at no cost to you (i) modify the Services so that it is no longer claimed to infringe or misappropriate, (ii) obtain a licence for your continued use of the Service in accordance with this Agreement, or (iii) terminate your Subscription upon 30 days’ written notice and refund you any prepaid fees covering the remainder of the Product Period of the terminated subscriptions. The above defence and indemnification obligations do not apply to the extent a Claim arises from your use of the Services in violation of this Agreement.
18.3 Nothing in these Terms shall limit or exclude Ambie’s liability for:
18.3.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
18.3.2 fraud or fraudulent misrepresentation; or
18.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
18.4 Subject to section 18.2 Ambie shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for: (a) any loss of profits, sales, or revenue; (b) loss or corruption of data, information or software; (c) loss of business or business opportunity; (d) loss of anticipated savings; (e) loss of goodwill; (f) 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 (g) any indirect or consequential loss, arising under or in connection with these Terms.
18.5 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.
18.6 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.
18.7 This section 18 shall survive termination of these Terms.
18.8 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.
19.1 Changes to Terms
Any changes to these Terms will be notified to you in advance. By continuing to use the Services, you will be deemed to have accepted the revised Terms unless you notify us.
19.2 Events outside our control
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).
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.
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.
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.
19.6 Third party rights
No one other than a party to these Terms, their successors and permitted assignees, will have any right to enforce any of its terms.
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 section will not affect the validity and enforceability of the rest of these Terms.
19.8 Entire agreement
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. 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. 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.
19.9 Governing law and jurisdiction
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.
19.10 Data Protection
Last updated: 2nd August 2018