Terms & Conditions
Ambie Terms & Conditions
1.1 Thank you for choosing Ambie Media Limited (Ambie, us, we). 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 Ambie Services).
1.2 Ambie offers a digital music service exclusively to commercial businesses only. THE AMBIE SERVICES ARE NOT MADE AVAILABLE OR OFFERED TO CONSUMERS.
1.3 Please take the time to read these terms (Terms), which set out 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.
1.5 Ambie.fm, remote.ambie.fm and dashboard.ambie.fm are sites which are both owned and operated by Ambie. Ambie Media Limited is registered in England and Wales under company number 08853705 and we have our registered office at The Barn, 13-17 Margett St, Cottenham, Cambridge CB24 8QYOur VAT number is GB 178 7867 32
1.6 Minor changes to the Ambie Services. We may change the product for example:
- (a) to reflect changes in relevant laws and regulatory requirements;
- (b) to change the methods of payment we accept for the Ambie Services; and
- (c) to implement minor technical adjustments and improvements, for example to address a security threat.
These changes should not affect your use of the Ambie Services.
1.7 More significant changes to the Ambie Services and the Terms. If we may make any significant changes to the Ambie Services or the Terms we will notify you in writing. If the change will have a material adverse effect on you, then you may terminate your Subscription by giving us one month’s written notice. Please note you may not be due any refund for the Ambie Services in this circumstance.
1.8 If you have any feedback, questions, complaints or comments about the Ambie Services, please contact us at email@example.com For technical support, please contact firstname.lastname@example.org.
1.9 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. It is your responsibility to ensure your details are up to date You confirm that you have authority to bind any business on whose behalf you use the Ambie Services.
2. How to use the Ambie Services
2.1 In order to use the Ambie Services you will need an Ambie account (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 in the welcome email that we send to you before you start using the Ambie 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 is for a single user only. Ambie users can access the Ambie Services by purchasing a subscription (Subscription) or 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). Ambie does not permit you to share your user name and password with any other person.
2.2 Responsibility for the security of any passwords issued rests with you. You should not permit any third party to access your Ambie Account. You acknowledge that you are solely responsible for the acts or omissions of any third parties who access your Ambie Account 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 the 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 the 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.
3.2 No part of the Ambie Services 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 the Terms are reserved.
3.4 The Ambie Services and the Content provided through it are the property of Ambie or Ambie’s licensors. 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 (Licence), based on the terms of your Subscription or Trial. This Licence shall terminate immediately upon expiry of your Trial (unless you pay the relevant fees to continue the Subscription) or expiry or termination of your Subscription.
3.5 The Ambie software applications are licensed, not sold, to you for a limited time (the duration of your Subscription) and for a limited purpose (your use of your Subscription), 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 the 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 under the Terms and 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 Ambie Services or are 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 the locations you are using the Ambie Services.
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. Performance Fees/Royalties
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. Phonographic Performance Limited (PPL) and Performing Right Society (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 Services.
5.1 You can access the Ambie Services by purchasing a Subscription(s) (which may include a Trial) by signing the Order Form and paying the applicable Subscription Fee. Unless otherwise agreed on the Order Form, each Subscription are for a minimum term of 24 months (Initial Term) 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 with Ambie, 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 for each Subscription shall include a one-off, non-refundable rental fee specified in your Order Form.
5.3 Full details of the cost of your selected Subscription will be set out in your Order Form or advised by Ambie (Subscription Fees).
5.4 As part of the Ambie Services, and depending on the Subscriptions 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 (Zone). The number of Sites and Zones on which you may simultaneously use the Ambie Services will be set out in your Ambie Order Form or agreed in writing with Ambie.
5.6 All fees are subject to the addition of applicable VAT.
6.1 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 a Subscription.
6.2 We will send you a subscription confirmation email before the end of the Trial.
6.3 From time to time, we may also offer gift codes to new or existing users (Codes). Codes may only be used against fees due to Ambie during the Subscription, and may not be substituted for cash or any other item.
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 Annual Payment and Subscription Fees.
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 the Terms). The risk of loss, theft, damage or destruction of the Ambie Player shall pass to you on despatch of the Ambie Player by Ambie. The Ambie Player shall remain at your sole risk during the Subscription or until the Ambie Player is returned to Ambie. This section 7.2 shall survive the termination, howsoever caused, of your Subscription or the 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 any instructions Ambie give you. This section 7.3 shall survive the termination, howsoever caused, of your Subscription or the 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 our then current usual fee 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 Website for delivery to one of the International Destinations, we will agree with you the relevant shipping fees. Your order may be subject to import duties and taxes and you are solely responsible for the payment of any import duties and taxes. Please note that we have no control over these charges and we cannot predict their amount. Please contact your local customs office for further information before placing an order.
9.3 You must comply with all applicable laws and regulations of the country for which the Ambie Player is destined. You must also procure a licence in respect of any necessary rights to use the Ambie Services in any International Destination. We will not be liable or responsible if you break any such law or infringe any such rights.
10. Billing, renewals and refunds
10.1 Before you can start using the Ambie Services you must provide your payment details (Payment Details). You will be charged in GBP sterling and may pay for the Ambie Services using direct debit, a debit or credit card, or by one of the other preferred payment methods that we accept. Unless we have agreed and approved credit terms with you, payment is in advance.
10.2 Unless otherwise agreed with us, payment will be taken on or around the first day of your Subscription after the end of the Trial (if any) provided that you have confirmed that you wish to proceed with the Subscription in accordance with section 6.2 above.
10.3 We reserve the right to adjust the fees for the Ambie 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 the Ambie Service will take effect no earlier than 30 days following email notice to you. If we increase the fees payable under the Terms by an amount greater than the increase in the UK’s officially published consumer prices index (or its nearest substitute if replaced) over the period since the Subscription Fees were previously established under the Terms, you may terminate the Subscription by giving written notice to Ambie within one month of your receipt of the notice of the proposed increase, and the proposed increase will not come into effect.
10.4 All Subscriptions, irrespective of payment method, are for the Initial Term unless agreed otherwise. All Subscriptions will automatically renew for the same period as the Initial Term (Renewal Term) at the end of the Initial Term and each 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 Subscriptions. You authorise us to take payment for each Renewal Term using the Payment Details. Any 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 at 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 the 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 any of the Terms and fail to remedy such breach within 30 days after receipt of a written notice from Ambie specifying the breach and requiring it to be remedied, or where there is actual or suspected unauthorised use by you of the Ambie Services. 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 the Terms and fails to remedy such breach within 30 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 11.3 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 during your Trial, 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 your own cost to The Barn, 13-17 Margett St, Cottenham, Cambridge CB24 8QY or such other address as Ambie may provide for such purpose 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 Ambie 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 Ambie Services and Content, you represent, warrant and covenant that:
12.1.1 you will only use the Ambie Services to provide foreground or background media (media, messaging and/or video) at the Site;
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 Site 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 copyright 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 Ambie Services, vesting exclusively in the applicable Rights Holders. Any Rights Holder may change the functionality of certain aspects of the Ambie 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 any breach of these Terms including the public performance and any other use of Content in breach of these Terms and your failure to secure and maintain any necessary public performance or other necessary licences.
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 Services 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 Ambie 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 and Zones and payment details) are complete and accurate;
12.5.2 co-operate with Ambie in all matters relating to the Ambie Services;
12.5.3 on reasonable notice, 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 Ambie Services, and ensure that such information is accurate in all material respects;
12.5.5 prepare the Site (including all relevant Zones) for the supply of the Ambie 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 Ambie 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 Ambie 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 Where the Ambie Services contain any links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them and you use them entirely at your own risk. We have no control over the contents of those sites or resources.
13.2 If you would like to link to the Ambie Services, you may only do so on the basis that you link to, but do not replicate, reproduce or otherwise copy, any home pages or content connected to the Ambie Services, 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 Ambie Services;
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 without express written permission from Ambie;
13.2.6 you do not link from a website that is not owned by you; and
13.2.7 your website 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.
15. Service access and customer support
15.1 We use reasonable endeavours to keep the Ambie Services operational 24 hours a day/7 days a week, but do not guarantee that they will operate uninterrupted or error-free. 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 Ambie Account only in order to resolve technical issues (for example if you have reported a virus or bug). We will not be liable to you if for any reason that the Ambie Services are unavailable at any time or for any reason.
15.2 To find out more information about the Ambie 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 Device. 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 Ambie Services will be secure or free from bugs or viruses.
16.2 You are responsible for configuring your information technology, computer programmes, websites and Device in order to access the Ambie 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 the Ambie Services, the server on which the Services are stored or any server, computer or database connected to the Ambie Services.
17.1 Whilst Ambie endeavours to ensure that the information it provides is correct, Ambie does not warrant the accuracy and completeness of the material on the Ambie Services. Ambie may make changes to the material, or to the products described in it, at any time without notice. The material on the Ambie Services may be out of date, and Ambie makes no commitment to update such material.
17.2 The material on the Ambie Services is provided “as is”, without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, 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 in relation to the Ambie 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 infringe or misappropriate 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 Ambie Services, we may in our discretion and at no cost to you (i) modify the Ambie Services so that it is no longer claimed to infringe or misappropriate, (ii) obtain a licence for your continued use of the Ambie Services 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 Ambie Services in violation of this Agreement.
18.3 Nothing in the 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 18.3 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 Ambie 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 the Terms or your Subscription.
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 Fees received from you in full and cleared funds in the twelve months preceding the date on which the liability arose.
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 the Terms.
18.7 This section 18 shall survive termination of the Terms.
18.8 If your use of any material or content on the Ambie Services results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof.
19.1 Events outside the parties’ control
(a) We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Terms or as part of the Ambie 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 Ambie 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 Ambie Services, or otherwise). We will not be liable or responsible if you fail to comply with any such law or regulation.
By agreeing to the Terms and by using the Ambie Services, you confirm that you have the authority to bind any business on whose behalf you use the Ambie Services.
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 the Terms. We may assign or transfer any of our rights and obligations under the Terms without your consent to someone else. We will use our reasonable endeavours to inform you if this happens.
19.5 Third party rights
No one other than a party to the Terms, their successors and permitted assignees, will have any right to enforce any of its terms.
If any provision or part-provision of the 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 the Terms.
19.7 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 Ambie Services and by agreeing to the Terms you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the 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 the Terms.
(a) Each party undertakes that it will retain in confidence the Terms and the details of the Subscription, and all information and know how transmitted to the other that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and that it will make no use of such information and know how except under the Terms and during the existence of the Subscription. This clause does not apply to information which comes into the public domain through no fault of the receiving party, is demonstrably independently developed by the receiving party, or is required to be disclosed by law or competent authority. Either party may disclose the Terms and the details of the Subscription to its professional advisers.
(b) Ambie may refer to its customers in its publicity and promotional materials.
(c) You acknowledge that Ambie may be required to pass details of its customers to Rights Holders, PROs or other collecting societies or similar as a condition of its agreements with such entities.
19.9 Data Protection
We will use any personal information you provide to us to:
(a) provide the Ambie Services;
(b) process any payments in respect of the Ambie Services; and;
(c) inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
19.10 Governing law and jurisdiction
These Terms will be governed by and construed in accordance with English law. Disputes arising in connection with the Terms shall be subject to the exclusive jurisdiction of the English courts.
Last updated: August 2022