TERMS AND CONDITIONS
This is a legally binding agreement (EULA) between you (User or you) and ASHBEA MUSIC LIMITED whose registered address is 35 Firs Avenue, London N11 3NE (Supplier, us, we or our).
Under this EULA, we are providing you with MUSIC APTITUDE MAESTROS (Platform) with all the content, material or services accessible within the Platform (Licensed Material) and all updates and upgrades to them .
THE PLATFORM REQUIRES THE FOLLOWING TECHNICAL SPECIFICATIONS TO OPERATE:
Device compatibility: Any modern device with an up-to-date web browser
Operating system: Android / iOS / Windows 10 or 11 / macOS 10-14
Other: Google Chrome or Firefox is recommended for the best experience. Safari on macOS is not guaranteed to work. Internet Explorer is not supported.
the Technical Specifications
You must be at least 18 years old and resident in the UK to access and use the Platform. You will be responsible for anyone under the age of 18 who is authorized to use and access the Platform and the Licensed Materials (each person being a User).
PLEASE READ THE TERMS OF THIS EULA CAREFULLY BEFORE YOU USE THE PLATFORM AND SUBMIT AN ORDER TO US. IF YOU CLICK ON THE ‘ACCEPT’ BUTTON ONCE YOU HAVE COMPLETED READING THESE TERMS YOU ARE AGREEING TO AND ACCEPTING THE TERMS OF THIS EULA, THIS MEANS THAT THE TERMS AND CONDITIONS PROVIDED IN THIS EULA WILL BE LEGALLY BINDING ON YOU.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK ON THE ‘REJECT’ BUTTON BELOW. THIS WILL MEAN THAT YOU ARE NOT ALLOWED TO ACCESS OR USE THE PLATFORM.
YOU MAY PRINT THE WEB PAGE CONTAINING THIS AGREEMENT OR SAVE IT AS A FILE ON YOUR DEVICE WHICH CAN BE FOUND HERE.
Legal documents
1.1. The order form that you submit to us setting out the terms of payment between you and us and the terms on which you enter into a subscription for the use and access of the Platform and the Licensed Materials are referred to in this EULA as the Payment Terms. The Payment Terms form a separate agreement, that incorporate the rights and obligations in this EULA, and any policies referred to in this EULA (together this Agreement).
1.2. If there is any inconsistency in the rights and obligations set out in this Agreement and/or the documents referred to in them the following order of priority shall prevail (in descending order of priority):
1.2.1. the terms set out in the Payment Terms;
1.2.2. any policies referred to in this EULA or the Payment Terms; and
1.2.3. this EULA.
1.3. Without changing the order of priority set out at clause 1.2, later versions of the documents listed at that clause will take priority over earlier versions if there is any conflict or inconsistency between them.
Rights of access and use
2.1. You and a User are entitled to a free 3-day trial of the trial version of the Platform (Trial Services) for the purposes of deciding whether or not the Platform meets your requirement commencing on the day you accept the terms of this Agreement (Evaluation Period). Accordingly we grant you a non-exclusive, non-transferable right to access and use the Trial Service for the Evaluation Period.
2.2. To the extent permitted by law and subject to the other non-excludable rights and remedies You may have under law in relation to the Trial Services, during the Evaluation Period, you hereby agree that the Trial Services are provided AS IS with no representation, guarantee or warranty of any kind as to its functionality, quality, performance, suitability or fitness for purpose. All other terms, conditions, representations and warranties expressed or implied whether by statute or otherwise are hereby expressly excluded.
2.3. If on or before the end of the Evaluation Period, you decide not to subscribe for access to the Platform, Any right of yours to access the Trial Services under clause 2.1 shall cease with effect from the expiry of the Evaluation Period. If you do decided to subscribe for access to the Platform, you will need to complete the Payment Terms in order to continue your access to the Platform.
2.4. In consideration for your payment of the relevant subscription fees as set out in the Payment Terms and subject to clause 2.5, we hereby grant you a non-exclusive, non-transferable right to permit Users to access and use the paid for Platform as strictly necessary for the Users’ use of the Platform, provided you and the Users follow all of the rules described in this Agreement.
2.5. The rights granted at clause 2.4:
2.5.1. are only for you personally and for non-business use;
2.5.2. only allow access and use on one device at any given time;
2.5.3. you will not allow the Platform to be used by more than one individual User unless it has been reassigned in its entirety to another individual User, in which case the prior User shall no longer have any right to access or use the Platform and/or the Licensed Materials; and
2.5.4. are granted to you for a period of time commencing on the date your order is accepted for the subscription term selected by you when ordering access to the Platform and Licensed Materials unless terminated in accordance with the terms of this Agreement, (referred to in this Agreement as the Subscription Period) and are at all times subject to our suspension rights as set out at clause 18 (Term).
2.6. You are not allowed to:
2.6.1. modify the code of the Platform in any way, including inserting new code, either directly or through the use of software;
2.6.2. deliberately attempt to avoid, manipulate or interfere with any security features included in the Platform; or
2.6.3. pretend that the Platform or any of the Licensed Materials are your own or make them available for others to access or use in whatever form (including by way of copying the code of the Platform and creating an independent version)
2.6.4. rent, lease, sublicense, sell, assign, pledge, transfer or otherwise dispose of the Platform, on a temporary or permanent basis;
2.6.5. translate, reverse engineer, decompile, disassemble, unbundle, modify or create derivative works based on the software within the Platform, except as expressly permitted by law;
2.6.6. vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Platform and the Licensed Materials; or
2.6.7. access all or any part of the Platform and/or the Licensed Materials in order to build a product or service which competes with the Platform and/or the Licensed Materials.
2.7. You undertake to use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and/or the Licensed Materials and, in the event of any such unauthorised access or use, promptly notify us.
2.8. All rights that are not expressly or specifically granted in this EULA are reserved by us
Licensed Materials
3.1. In consideration for your payment of the relevant fees as set out in the Payment Terms and subject to clause 2.4, we hereby grant to you a non-transferable, non-exclusive licence to permit the Users to use the Licensed Materials for the duration of the Term. The licence granted to you is strictly limited to use of the Licensed Materials electronically via the Platform.
3.2. You shall not grant sub-licences, in whole or in part, of any of the Licensed Materials, and you may not share Licensed Materials with anyone other than Users.
3.3. We may require the removal of, or editorial revisions to, any of the Licensed Materials licensed to you under this EULA at any time.
3.4. Any and all rights in, or in relation to, the Licensed Materials that are not expressly granted to you under this EULA, and any other rights (whether know now, or created later, and whether or not in contemplation of the parties at the time of this EULA) are expressly reserved by us.
3.5. We may require you to cease all use of any of the Licensed Materials if we reasonably believe that your use of this Licensed Materials infringes the intellectual property rights of any third party, or breaches any applicable law or regulation. In this instance, we may, at our option either:
3.5.1. provide you with alternative Licensed Materials so as to avoid the infringement; or
3.5.2. terminate this EULA immediately on written notice in respect of the affected Licensed Materials.
Charges and Payments
4.1. You shall pay the subscription fees under the Payment Terms to us in accordance with this clause 4.
4.2. Unless otherwise agreed with us, you shall on the date you order access to the Platform and the Licensed Materials provide to us valid, up-to-date and complete credit or debit card details or and any other valid, up-to-date and complete contact and billing details and, if you provide your credit or credit card details to us, you hereby authorises us to bill such credit or debit card on the date you order access to the Platform for the relevant subscription fee payable in respect of the Term.
4.3. All amounts and fees stated in these Payment Terms:
4.3.1 are inclusive of Value Added Tax and any other applicable taxes, duties and assessments which shall be payable by you in the manner prescribed by law;
4.3.2. shall be payable in pounds sterling; and
4.3.2. are non-cancellable and non-refundable.
4.4. If you are a business customer you must pay all amounts due to us under this EULA in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
4.5. We currently offer two payment packages:
4.5.1. Monthly rolling subscriptions – for these package types, payment is collected on the date you subscribe, following the Evaluation Period. The subscription continues to roll on a monthly basis until you cancel the subscription.
4.5.2. Annual subscriptions – for these package types, full payment is required upfront for the minimum term length (12 months) following the Evaluation Period. The subscription continues to roll on an annual basis after the minimum term has expired until you cancel the subscription.
4.6. We will send you an email notice of subscription renewal one (1) week before renewal is due. You are responsible for cancelling your own subscription in the event that you do not want to renew your subscription. We will not be liable to offer refunds in the event of late cancellation.
Support and contact
5.1. If you need to get in touch with us, you can use any of the following methods:
Our support pages
https://www.ashbeamusic.com/music-aptitude-test
Facebook
https://www.facebook.com/AshbeaMusic
Email
hello@ashbeamusic.com
Post
ASHBEA MUSIC LIMITED
35 Firs Avenue, London, N11 3NE
Telephone
+44 7515862966
5.2. If you need to give us notice in accordance with any of the terms of this Agreement, you can only do this by email or by pre-paid post addressed to Ashbea Music Limited at the addresses set out in clause 5.1. You cannot give us notice under this Agreement by any other method.
5.3. If you need to get in touch with us about anything else, please feel free to contact us in the way that works best for you. However, please make sure that you provide us with your contact details otherwise we may not be able to respond to your query.
5.4. If we need to get in touch with you, we will usually do so by the email you have provided to us.
5.5. We will use our reasonable endeavours to notify you in advance of scheduled maintenance, however, it may not be possible to notify you in advance of any downtime caused by an event or sequence of events beyond our reasonable control, or which is required for emergency maintenance.
Privacy and your personal information
Protecting your personal information is important to us. Our latest Privacy Notice from time to time (available at: [insert link]) explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to it and how to contact us and supervisory authorities if you have a query or complaint. Note that some personal information is collected automatically by the Platform, whereas other personal information is collected by us at the request of you or us. Please read the information set out in our Privacy Notice carefully as it is important.
Collection of technical information
We may collect and use technical data that might include, for example, the specifications of your device and its software in order to help us provide updates to the Platform, product support, and other services related to the Platform. We may also use this information to improve our products or services.
We will only use any such data that is personal information in accordance with our latest Privacy Notice from time to time (see clause 6).
Access details
8.1. To access the Platform you will need to use a username and password. These are personal to you only and you warrant and represent that you shall keep confidential and not share with any third party (or with other individuals except those with administration rights and any of our Authorised Affiliate organisations as necessary for use of the Platform) your password or access details to the Platform and the Licensed Materials. Authorised Affiliates are any affiliates of ours identified in the Payment Terms in respect of the Platform.
8.2. In relation to the Users, you undertake that each User shall keep a secure password for his use of the Platform and the Licensed Materials and shall procure that they shall keep confidential and not share with any third party (or with other individuals except those with administration rights at our and any of our Authorised Affiliate’s organisation as necessary for use of the Service) their password or access details to the Platform and the Licensed Materials.
Your responsibilities and acceptable use
9.1. You must at all times comply with:
9.1.2. all applicable laws relating to the use or receipt of the Platform;
9.1.2. all other provisions of our Agreement.
9.2. You must not use the Platform to do any of the following things:
9.2.1. break the law or encourage any unlawful activity;
9.2.2. send or upload anything that is (or might be considered to be) defamatory, offensive, obscene or discriminatory;
9.2.3. infringe our or anyone else’s intellectual property rights;
9.2.4. transmit any harmful software code such as viruses;
9.2.5. try to gain unauthorised access to computers, data, systems, accounts or networks; or
9.2.6. deliberately disrupt the operation of anyone’s website, app, software, server or business.
9.3. You shall not access, store, distribute or transmit any Viruses in your use of the Platform and the Licensed Materials.
9.4. We may from time to time provide interactive services on the Platform. We will use reasonable endeavours to assess any possible risks for Users from third parties when they use any interactive service provided on the Platform and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service on the Platform and we expressly exclude all liability for any loss or damage arising from the use of any interactive service by a User in contravention of our content standards, whether the service is moderated or not.
9.5. The following content standards apply to any and all material which you and any User contribute to the Platform and to any interactive services associated with it. You must comply with the spirit and the letter of the following standards. The standards apply to each part of any contribution as well as to its whole.
9.6. Contributions must:
9.6.1. be accurate (where they state facts);
9.6.2. be genuinely held (where they state opinions); and
9.6.3. comply with applicable law.
9.7. Contributions must not:
9.7.1. contain any material which is defamatory of any person;
9.7.2. contain any material which is obscene, offensive, hateful or inflammatory; promote sexually explicit material;
9.7.3. promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
9.7.4. infringe any copyright, database right or trade mark of any other person; be likely to deceive any person;
9.7.5. be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence; promote any illegal activity;
9.7.6. be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;
9.7.7. be likely to harass, upset, embarrass, alarm or annoy any other person; be used to impersonate any person, or to misrepresent identity or affiliation with any person;
9.7.8. give the impression that they emanate from us, if this is not the case; or
9.7.9. advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
9.8. We will determine, in our sole discretion, whether there has been a breach of these acceptable use standards through your and/or any User's use of the Platform. When a breach of these standards has occurred, we may take such action as we deem appropriate.
9.9. We have the right to remove any posting you and/or any User makes on the Platform if, in our opinion, your and/or any Users post does not comply with the standards set out above
Intellectual property rights
10.1. All intellectual property rights in or to the Platform and the Licensed Material, wherever arising, are owned by us or the relevant third party owner. Any payments that you make or have made only allow you to access and use the Platform in accordance with the terms set out in this Agreement.
10.2. If ownership of any intellectual property rights in any part of the Platform does pass to you, you must transfer ownership of such intellectual property (including by way of present transfer of ownership of future intellectual property rights) to us or a third party as we instruct. You must ensure that any such transfer of ownership is carried out with full authority and that the intellectual property rights being assigned are free from any charges and third party rights. You must sign all documents and do all things necessary to transfer ownership as described in this clause 10.2.
10.3. You may be able to store or transmit Customer Data (as defined in clause 11.1 below) when using Platform and the Platform may interact with your software or systems (referred to together as Your Systems).You grant us (and each of our direct and indirect sub-contractors) a royalty-free, non-transferable, non-exclusive licence to use, copy, access and otherwise utilise Customer Data and Your Systems to the extent necessary to perform or provide the Platform or to exercise or perform our rights, remedies and obligations under this Agreement.
10.4. Except for the rights expressly granted in our Agreement, you will not acquire in any way any title, rights of ownership, or intellectual property rights of whatever nature in the Platform (or any part) and no intellectual property rights of you or us are transferred or licensed as a result of our Agreement.
10.5. This clause 10 will remain binding on you and us following the end of our Agreement.
Customer Data
11.1. In this Agreement, data (in any form) that you provide to us or upload to any part of the Platform and any data that is generated as a result of your use of your data in the Platform, is referred to as Customer Data. Customer Data will always belong to you.
11.2. Except to the extent we are required under data protection laws:
11.2.1. we have no control over any of the Customer Data we host as part of the Platform; and
11.2.2. we do not actively monitor or have access to the content of the Customer Data.
You are solely responsible for ensuring the accuracy, quality, integrity and legality of the Customer Data and for ensuring that its use (including in connection with the Platform) complies with all applicable laws and does not infringe any other person’s intellectual property rights.
11.3. If we become aware that the Customer Data (or any part of it) may not comply with any part of our Agreement, we can:
11.3.1. permanently delete or otherwise remove the relevant Customer Data from the Platform;
11.3.2. suspend your access to the relevant Customer Data in accordance with clause 18; and/or
11.3.3. disclose the relevant Customer Data to law enforcement authorities (in each case without the need to consult you).
However, where reasonably practicable and lawful, we shall notify you before taking such action.
11.4. Unless otherwise stated in our Agreement, we are not required to help you extract, transfer or recover any data whether during or after the Subscription Period. You are responsible for maintaining safe backups and copies of the Customer Data. We strongly recommend that you back up all Customer Data regularly and extract it from the Platform before this Agreement ends or before your access to the Platform is stopped or suspended.
11.5. Unless otherwise set out in the Payment Terms or subsequently agreed by the parties in writing, you hereby instruct us to, within [30] days of the end of the provision of access of the Platform (or any part) relating to the processing of Customer Data, securely dispose of any Customer Data processed in relation to the Platform (or any part) which have ended (and all existing copies of it) except to the extent that any applicable laws of the United Kingdom (or a part of the United Kingdom) require us to store such data. We will have no liability (howsoever arising, including in negligence) for any deletion or destruction of any of Customer Data undertaken in accordance with our Agreement.
Confidentiality and security of Customer Data
12.1 We will keep Customer Data confidential and will not disclose or copy it other than:
12.1.1. with your written consent;
12.1.2. in accordance with our Agreement;
12.1.3. as necessary for the performance of the Platform or our express rights and obligations under the Agreement.
12.2. We:
12.2.1. undertake to only disclose Customer Data to those of our officers, employees, agents, contractors and direct and indirect sub-contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under our Agreement or as otherwise reasonably necessary for the provision or receipt of the Platform; and
12.2.2. will be responsible to you for anything any of the persons referred to in clause 12.2.1 did, or failed to do, in respect of the confidentiality and security of Customer Data as if their act or omission was our own.
12.3. The requirements set out in this clause 12 will not apply to information which:
12.3.1 is or becomes public through no fault of us, our officers, employees, agents or contractors;
12.3.2 is lawfully received by us from a third party free of any confidentiality obligations at the time of its disclosure;
12.3.3. is independently developed by us (or any of our affiliates or any person acting on our or their behalf), without access to or use of such Customer Data; or
12.3.4. is required by law, by court or governmental or regulatory order to be disclosed, provided that clauses 12.3.1 to 12.3.3 (inclusive) shall not apply to personal data that is subject to our Privacy Notice.
12.4. This clause 12 will remain binding on you and us following the end of our Agreement for a period of one year.
12.5. To the extent that any Customer Data is personal data that is subject to our Privacy Notice, we will ensure that such data may be disclosed or used only to the extent such disclosure or use does not conflict with any of our obligations under the Privacy Notice (see clause 6). Clauses 12.1 to 12.4 (inclusive) are subject to this clause 12.5.
Changes to this Agreement
13.1. We may, at our discretion, make changes to the documents referred to at clause 1.2 or other documents referred to in any part of this Agreement (excluding in each case the Payment Terms) from time to time by notifying you of such update by e-mail (together with a copy of the update or a link to a copy of the update) or by any other reasonable means which we choose.
13.2. Any Updates will take effect 30 calendar days after you received notice of the Update, or on release of the next version of the app, whichever is the sooner, unless we specify a later date.
13.3. If you reasonably believe that any Update seriously impacts you negatively, you can end our Agreement in respect of your use and access to the Platform, provided that you notify us of your wish to do this before the Update takes effect and by giving us at least 14 days’ prior written notice.
Updates to the Platform
14.1. We may modify the features and functionality of the Platform. If the required Technical Specifications (as set out at the beginning of this EULA) change as a result of a modification that we make, we will notify you of such changes.
14.2. We may, without limitation to the generality of clause 14.1, establish new limits on the Platform (or any part), including limiting the volume of data which may be used, stored or transmitted in connection with the Platform, remove or restrict application programming interfaces or make alterations to data retention periods, provided such changes are introduced by Update to the relevant impacted contractual documents.
External services
15.1 The Platform may from time to time enable you to access services and websites that we do not own or operate (referred to below as External Services). Access to the External Services should not be interpreted as approval by us of those linked services and websites you may obtain from them.
15.2. We are not responsible for examining or evaluating the content or accuracy of these External Services. Before using them, make sure you have read and agreed to the terms on which they are being offered to you including the way in which they may use your personal information.
Our responsibility to you
16.1 If we breach this Agreement or are negligent, we are liable to you for foreseeable loss or damage that you suffer as a result. By ‘foreseeable’ we mean that, at the time you clicked to accept this Agreement, either it was clear that such loss or damage would occur or you and we both knew that it might reasonably occur, as a result of something we did (or failed to do).
16.2. We are not liable to you for any loss or damage that was not foreseeable, any loss or damage not caused by our breach or negligence, or any business loss or damage, for example, loss of business opportunity, business interruption, or loss of profits.
16.3. The Platform is provided in the same form to all our users. It is your responsibility to make sure the Platform meet your individual needs, whether or not these have been discussed with us, and to ensure that the Platform will be compatible with any other software or service or any hardware or equipment.
16.4. If the Platform or any updates provided by us damage your device or any software installed on it as a result of our failure to use reasonable care and skill, please let us know. If we can, we will repair the damage. If that is not possible, we will compensate you. We may ask you for information (including photographs) about what has happened so that we can understand the nature of the problem.
16.5. To the maximum extent permitted by law, we shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of our Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by:
16.5.1. a breach of our Agreement by you; or
16.5.2 an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under our Agreement (not including an inability to pay).
16.6. Nothing in these terms excludes or limits our liability for any death or personal injury caused by our, or any of our employees’, agents’ or subcontractors’, negligence, liability for fraud or fraudulent misrepresentation, compensation you are entitled to under applicable binding laws relating to the protection of your personal information or any other liability that the law does not allow us to exclude or limit.
Failures of networks or hardware
The Platform relies on a number of things working properly to enable you to enjoy all of their features. Many of these, such as your internet connection and your device, are entirely outside of our control. Although we will do everything we reasonably can to resolve issues, we are not responsible to you for any delays, interruptions, errors or other problems resulting from use of the internet or electronic communications network, faulty components in your device (such as a faulty camera), or anything else that it would not be reasonable to expect us to control.
Suspension
18.1. We may suspend your access to the Platform (or any part):
18.1.1. if we suspect that you have misused the Platform or have breached this Agreement, in which case (without prejudice to our rights to end our Agreement) we will take steps to investigate the issue following which we may restore or continue to suspend access;
18.1.2. if you fail to pay any sums due by the payment date, in which case we will restore access to the Platform promptly after we receive payment in full and cleared funds; or
18.1.3. if required by law, or by court, governmental or regulatory order.
18.2. You are required to continue to pay the fees during any period of suspension, even though you may not have access to all or part of the Platform.
Ending this agreement
19.1. By choice. You have the right to end this agreement at any time by giving us not less than 7 days’ prior written notice and shall end on or before the date of your next payment date. Once you have given us notice to cancel your subscription:
19.1.1. You will not be billed by us any further; and
19.1.2. you will continue to have access to the Platform and the Licensed Materials until the end of the period that you have paid for.
You will have no right to any refund of a subscription payment taken before the time that you cancel your subscription of the Platform.
19.2. Remediable breach. If you breach this Agreement in a serious way, or persistently breach this Agreement, and such breach is able to be remedied, we will provide you with written notice of your breach and require you to remedy it within 14 days. If you do not remedy the breach within the 14 days notified to you, then we can immediately end this Agreement by giving you notice in writing. ‘Serious’ in this clause 19 means that you are causing harm (or attempting to cause harm) to other users, interfering with the operation of the Platform or doing anything else that we think presents a big enough risk to justify us ending the Agreement quickly. For example, we consider any breach by you of clauses 8 and 9 to be a serious breach of this Agreement which is not remediable.
19.3. Non-remediable breach. If you breach this Agreement in a serious way, or persistently breach this Agreement, and such breach is not able to be remedied, we can immediately end this Agreement either without advance notice to you or by giving you notice in writing.
19.4. If you breach this Agreement in any other way than as set out in clauses 19.2 and 19.3 above, we have a right to end this Agreement and will give you a reasonable amount of notice before the Agreement ends.
19.5. The consequences of the Agreement ending are as follows:
19.5.1. you will no longer be allowed to access or use the Platform or the Licensed Materials;
19.5.2. we may delete or suspend access to any accounts that you hold with us;
19.5.3. you are not entitled to a refund or other payment; and
19.5.4. Customer Data will be treated in accordance with clause 11.5.
19.6. Our Agreement coming to an end will not affect any accrued rights and liabilities of either you or us at any time up to the date that our Agreement ends. Any clause in our Agreement that is (either stated in writing to be or is by implication) intended to continue to be binding following the end of the Agreement shall continue to do so.
Third parties
No one other than us or you (or if applicable, people who have been validly assigned the rights under this Agreement) has any right to enforce any term of this Agreement.
Entire agreement
21.1. This Agreement sets out the complete agreement between you and us and supersedes any previous agreements, understandings or arrangements that we may have had, whether these were in writing or discussed.
21.2. We both agree that neither of us have entered into our Agreement in reliance on (and shall have no remedies in respect of) any representation or warranty that is not written in our Agreement.
21.3. Nothing in this Agreement will limit or exclude any liability for fraud.
Severance
If any of the clauses in this Agreement are found to be unlawful, this will not affect the validity and effectiveness of the remaining terms and conditions of this Agreement. This means that if one clause or sub-clause is found to be unlawful, it will not apply, but the rest of the Agreement will continue to be in full force and effect.
Transferring this Agreement
We may transfer our rights under this Agreement to another business without your consent, but we will notify you of the transfer and make sure that you are not adversely affected as a result.
Governing law and jurisdiction
24.1. The laws of England and Wales apply to this Agreement, although if you are resident elsewhere you will retain the benefit of any mandatory protections given to you by the laws of that country.
24.2. Any disputes will be subject to the non-exclusive jurisdiction of the courts of England and Wales. This means that you can choose whether to bring a claim in the courts of England and Wales or in the courts of another part of the UK in which you live.