Fan Terms of Service

SERENADA

FAN TERMS OF SERVICE

INTRODUCTION

Welcome to Serenada – an artist first streaming platform, enabling Artists to make available their Artist Content on the Platform, for Serenada to make available, stream, publish, perform and /or display such content to Fans via the Platform.

The Serenada Platform is owned and operated by Penny Play Limited. We are a company registered in England and Wales, with company number 15920703 and our registered office is at 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF.

You can contact us at info@serenada.music

In these Terms we refer to Penny Play Limited as Serenada, we, us, our etc. And we refer to you as a Fan, you, your etc.

These Terms of Service (“Terms”) apply to all Fans’ use of the Serenada Platform, as well as the related websites and apps.

By clicking “Accept”, “Agree”, “Confirm” or other similar button or process during the registration or signup process, or otherwise agreeing another document or agreement that incorporates these Terms, or otherwise using the Serenada Platform or related websites or apps, you agree that you are bound by these Terms.

Please read these Terms carefully as they set out your rights and obligations and define a legally binding contract (“Agreement”) under which we make access to the Serenada Platform and related services available to you. You should keep a copy of these Terms for your records. Please also read our Privacy Policy (www.serenada.music/privacy). If you do not agree to these Terms or the Privacy Policy please do not use the Serenada Platform.

We may update these Terms from time to time. You should regularly check this page to see if any changes have been made. In relation to updates that materially affect our legal relationship, we will attempt to notify you directly. Ongoing use following such changes or notification will be deemed acceptance of the changes.

PLEASE NOTE IN PARTICULAR SECTIONS 4 (FAN MATERIALS LICENCE), 5 (SUBSCRIPTIONS AND STREAMING RIGHTS), 6 (SUBSCRIPTION FEES AND CANCELLATION), 11 (FAN’S WARRANTIES AND FURTHER OBLIGATIONS / RESTRICTIONS), 13 (YOUR LIABILITY TO US), 14 (OUR LIABILITY TO YOU), WHICH CONTAIN IMPORTANT PROVISIONS ABOUT RIGHTS, RISK AND LIABILITY.

1. INTERPRETATION

In this Agreement, unless the contrary intention appears:

“Account” means your registered account as described further in section 3;

“Agreement” means these Terms of Service together with all schedules, annexes and all other documents referred to herein, or that we agree with you and which incorporate these Terms;

“Artist” means the artist or other legal entity that makes available their Artist Content on the Platform;

“Artist Content” means all tracks, promo clips, music, sound recordings, compositions, performances, text, pictures, images, sound, graphics, video, data, information or other content or materials supplied, made available, published, displayed or provided by the Artist on the Platform;

“Content and Community Rules” means any rules and policies relating to behaviours, acceptable use and acceptable content (including our AI policy) that we publish and update from time to time on the Platform, available here;

“Fan(s)” means any user that accesses or uses the Platform including with a view to obtaining and/or who goes on to obtain a Subscription;

“Fan Material(s)” means all text, pictures, images, sound, graphics, video, data, information or other content or materials supplied, made available, published, displayed or provided by the Fan in whatever form in connection with the Platform including feedback, reviews and comments;

"Intellectual Property Rights" means all intellectual property rights, howsoever arising and in whatever media, whether or not registered or capable of registration, including copyright, database rights, confidential information, patents, trademarks, service marks, trade names, design rights, moral rights, business names, domain names and other similar rights and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world;

“Laws” means any applicable legislation, regulation, by law, ordinance, subordinate legislation, code of practice, published guidance and other requirement of any relevant government or governmental agency;

“Platform” means the Serenada platform via which the Artist Content is hosted and made available to Fans, and all versions, amendments and improvements and/or any other software, tools, methods, models, know how, code, functionality or other elements owned or developed by Serenada, including all feedback and suggestions from Users;

“Platform Data” means all usage and/or statistical, analytical or other data, information, learnings or know how related to and/or derived from the use of the Platform and the Artist Content by Fans and/or other Users;

“Referral Payment(s)” means the referral payments, as specified in our Referrals and Referral and Payments Policy, as payable by Serenada to applicable Fans;

“Referral Token” means a token, code, link or other unique identifier enabling introduced or referred Fans to be associated with the relevant referring Fan for the purposes of Referral Payments;

“Referrals and Referral Payment Policy” means the Serenada process and policy relating to the issuing of Referral Tokens and the calculation of Referral Payments to referring Fans for the proper use of Referral Tokens that lead to the creation of new Fan accounts and Subscriptions, and other related financial matters, that we publish and update from time to time on the Platform, available here;

“Subscription” means a paid subscription contract entered into between Serenada and a Fan for a subscription to the Platform to enable full access to the Platform by the Fan and the streaming of tracks from Artists on the Platform;

“Subscription Fee(s)” means the fees for a Subscription to the Platform as payable by a Fan to Serenada in accordance with the Subscriptions Fees and Cancellation Policy;

“Subscriptions Fees and Cancelation Policy” means the Serenada process and policy relating to the determination of the Subscription Fee, payment of Subscription Fee by Fans, and other related financial matters such as cancellation and refunds, that we publish and update from time to time available here;

“Subscription Term” means the term of the Subscription as provided for in section 6.5;

"User(s)” means any Artist, Fan, contributor or other user of the Platform;

“Working Day” means any day other than a Saturday, a Sunday or a day which is a public or bank holiday in England and Wales.

1.1. In this Agreement, unless the context otherwise requires:
(a) words importing a gender include any other gender;
(b) words in the singular include the plural and vice versa;
(c) a reference to a person shall include a company, partnership, joint venture, association, corporation or other body corporate;
(d) a reference to any Law or standard shall include a reference to that Law or standard as amended, extended, consolidated or re-enacted from time to time;
(e) a reference to a document shall include all authorised amendments, supplements to and replacements to that document;
(f) a reference to the parties shall include their permitted successors and assigns;
(g) where a word or a phrase is given a particular meaning, other grammatical forms of that word or phrase shall have corresponding meanings; and
(h) the words ‘include’, ‘including’, ‘for example’ or similar words shall be construed as illustrative and without limitation to the generality of the related words.
1.2. The headings are inserted for convenience only and shall not affect the construction of this Agreement.
1.3. Unless otherwise stated a reference to a section or a schedule or a party is a reference to a section in or a schedule to or a party to this Agreement.

2. PLATFORM ACCESS

2.1. Subject to approval by us of your Account registration to enable you to become a Fan on the Platform, Serenada grants you a non-exclusive, non-transferable right to access and use the Platform as Fan in accordance with the permissions, restrictions and other details set out here and on the Platform, solely for your own personal use, and subject to the terms and conditions of this Agreement.
2.2. We may update the details or functionality of the Platform from time to time, and you should regularly check the Platform to see if any changes have been made. In relation to updates that materially affect the Platform functionality, we will attempt to notify you with at least 28 Working Days’ notice. Ongoing use following such changes or notification will be deemed acceptance of the changes. If you do not want to continue with the Agreement following any changes, please notify us.

3. ACCOUNTS

3.1. In order to use the Platform as a Fan, you must apply to register and create an Account. Before your Account is activated, we reserve the right to verify your identity, and may accept or reject your registration in our discretion.
3.2. To use the Platform you must be at least 18 years of age. By creating an Account you warrant that you are 18 or over and are using the Platform for your own personal non-business purposes. You may not share your Account or access to your Account or Subscription with any other persons.
3.3. The Account owner is solely responsible for providing (and keeping updated) true, accurate and lawful information under its Account. The Account owner will be responsible for any use of the Account or activity on or via the Platform through the Account and/or through use of the login or password.

4. FAN MATERIALS licence

4.1. Within your Fan Account and as part of your use of the Platform you may have the opportunity to upload or submit certain content or materials, including comments reviews and feedback (Fan Materials as defined above). Serenada does not claim ownership of any materials that you submit or make available on or via the Platform. As between us, the relevant Fan shall remain the owner(s) of all their Fan Materials, and the Fan merely licenses to Serenada the rights set out here and as otherwise required by Serenada in order for Serenada to operate the Platform.
4.2. The Fan grants Serenada, the non-exclusive, transferable, sub-licensable, worldwide right and licence, in relation to the Fan Materials that the Fan makes available on or via the Platform, to:
(a) copy, host, store, use, reproduce, modify, publicly perform, display, communicate, transmit, make available, distribute and create derivative works of the Fan Materials for the purposes of operating and promoting the Platform and as otherwise set out in this Agreement; and/or
(b) sublicence third parties to do the same on its behalf under equivalent terms as set out in this Agreement.

5. SUBSCRIPTIONS and STREAMING RIGHTS

5.1. Serenada offers Subscriptions and charges Subscription Fees to Fans, in relation to streaming access to the Artist Content. When Fans enter into a Subscription, they are entering into a contract with Serenada to access all content on the Platform.
5.2. A Subscription includes full access by the Fan to the Platform and the personal streaming of all tracks from all Artists on the Platform, rather than just to specific Artist Content on an Artist by Artist basis. Subscriptions entitle Fans to stream tracks on an unlimited basis during an active Subscription.
5.3. In addition, Serenada offers Fans the opportunity to stream each track a limited amount of times for free without a Subscription for the purposes of promotion and discovery. Once the track has been streamed the capped number of times, it will no longer be available to that Fan for free streaming unless and until they enter into a Subscription.
5.4. The streaming right grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and license to use the Platform in order to view and/or to listen to Artist Content streamed from the Platform.
5.5. At no time are you permitted to republish, make available or otherwise communicate to the public, display, perform, transfer, share, distribute, adapt, copy, download, rip, store, listen off line or otherwise use or exploit any Artist Content on or from the Platform in any way not specifically permitted in these Terms.

6. SUBSCRIPTION Fees and cancellation

6.1. If we accept your order for a Subscription, you must pay the applicable Subscription Fees to Serenada in order to gain access to the Subscription, in accordance with the Subscription Fees and Cancellation Policy which covers payment, auto-renewals and cancellation.
6.2. If you purchase a paid Subscription, before completing your purchase you will be asked to expressly consent to the immediate start of your Subscription and the supply of digital content, and to acknowledge that, once the supply of digital content begins, you will lose your statutory fourteen (14) day right to cancel. If you provide that consent and acknowledgement and we begin supplying the Subscription and digital content, your statutory fourteen (14) day cooling-off right will end when that supply begins. Please see the Subscription Fees and Cancellation Policy for more details.

SUBSCRIPTION CONTRACT

6.3. A contract for the Subscription will only come into force when we accept your order. We will indicate our acceptance by sending you an email acknowledging that your order has been received successfully and has been processed (“Order Confirmation”).
6.4. We reserve the right to reject or cancel orders if we are unable to process your payment, or in the event of obvious inaccuracies or mistakes in the prices that have been advertised to you.

SUBSCRIPTION TERM, RENEWAL AND CANCELLATION

6.5. Your Subscription will start on the date of our Order Confirmation or any later date specified in our Order Confirmation and will continue for the number of months indicated when you placed your order (“Subscription Term”).

RENEWAL OF SUBSCRIPTIONS and DIRECT DEBIT

6.6. All direct debit Subscriptions will renew automatically at the end of each Subscription Term, unless and until you tell us you want to cancel.
6.7. For Subscription Terms longer than one month, we will remind you that your Subscription is due to auto-renew by sending you a renewal notice by email to the registered email address we hold for you before the end of the current Subscription Term. The renewal notice will tell you the renewal date, the number of months that will apply to the next Subscription Term and the new Subscription Fees that will apply to the next Subscription Term. . One month Subscriptions will not receive a renewal reminder.
6.8. Each renewal Subscription Term will be for the same number of months as for your first Subscription Term, as specified in your Order Confirmation unless you ask to change the period in the Account settings.
6.9. If you want to renew your Subscription for the next Subscription Term, you do not need to do anything. Your subscription will renew automatically immediately following the end of your current Subscription Term and you must pay the Subscription Fees that apply to your next Subscription Term.
6.10. If you do not want your Subscription to auto-renew for the next Subscription Term, you must tell us before the end of your current Subscription Term in accordance with the Subscription Fees and Cancellation Policy, by using the functionality in your Account. You must provide your name and full postal or email address so we can identify your Subscription. If you do this, your Subscription will end at the end of the current Subscription Term, and you will not be charged for the next Subscription Term.
6.11. The termination shall take effect at the end of the current Subscription Term. You will continue to have access to the Platform for the remainder of the Subscription Term you have paid for and therefore no refund will be due.
6.12. You can opt-out of auto-renewal at any time by using the functionality in your Account.

SUBSCRIPTION FEES AND PAYMENT

6.13. The Subscription Fees applicable from time to time will be as notified to you at the time of your order or renewal. All prices are inclusive of VAT.
6.14. Payments for Subscriptions are payable as notified to you at the time of your order, depending on how many months you selected when you placed your initial order, as set out in the Order Confirmation.
6.15. You must provide your payment details during the order process. If you are setting up recurring direct debit payments for an auto-renewing subscription, you must provide your payment or card details.
6.16. We will take your payment for the first Subscription Term when we accept your order during the ordering process. Subsequent direct debit payments will be collected in the instalments confirmed to you in the Order Confirmation. We will take each payment using the payment details registered to your Account at the time the payment is due, without the need for you to re-enter your payment details each time. If you update your payment details, you authorise us to take all future payments using the new payment details.
6.17. We may increase our Subscription Fees with effect from each renewal. We may also increase our Subscription Fees at any other time but, where we do so, we will give you at least 60 days’ prior written notice of any such price increase. If you do not wish to accept the increase, you may terminate your Subscription with immediate effect. If you do not cancel within the above notice period, you will be deemed to accept the increase, and your Subscription will continue subject to the amended Subscription Fees.

CANCELLING YOUR SUBSCRIPTION

6.18. Your subscription cannot be cancelled before the end of Subscription Term except in accordance with your legal right to change your mind during the cooling-off period (see below) or if we make a material change that is detrimental to you.

YOUR LEGAL RIGHT TO CHANGE YOUR MIND AND CANCEL IN THE 14 DAY COOLING-OFF PERIOD

6.19 If you purchase a Subscription as a consumer, you would ordinarily have a legal right to change your mind and cancel the initial Subscription during the fourteen (14) day cooling-off period, subject to applicable Law.

6.20. The cooling-off period begins when we accept your order and send the Order Confirmation.

6.21. Before completing your purchase, you will be asked to expressly consent to the immediate supply of the Subscription and digital content and to acknowledge that, once supply begins, you will lose your statutory fourteen (14) day right to cancel.

6.22. If you give that express consent and acknowledgement and we begin supplying the Subscription and digital content, your statutory fourteen (14) day cooling-off right will end when that supply begins.

6.23. If supply has not begun, or if applicable Law provides that your cooling-off right has not been lost, you may exercise any remaining cooling-off right by using the cancellation functionality available through your Account or by emailing support@serenada.music. Any refund due will be made using the payment method used for the original transaction, as soon as possible and in any event within fourteen (14) days after we are informed of the decision to cancel.

7. Referrals and commissions

7.1. All Fans that create an Account and hold an active paid Subscription (see the Referrals and Referral Payment Policy for details) will receive a specified number of Referral Tokens. Such Referral Tokens can be distributed by the Fan at their discretion to other prospective Fans.
7.2. When a valid recipient of the Referral Token validly registers for a new Fan account on the Platform and enters into a Subscription (subject to details in the Referrals and Referral Payment Policy), the relevant referring Fan will be entitled to a Referral Payment in accordance with the Referrals and Referral Payment Policy.
7.3. Serenada will pay the referring Fan the relevant Referral Payments, as appliable, which will be calculated and paid (subject to applicable thresholds) in accordance with the Referrals and Referral Payment Policy.

8. AI, COPYRIGHT CLAIMS, Moderation and Serenada Content and Community Rules

8.1. Serenada does not accept or permit any materials that are known by us to infringe another party’s copyright or other rights to be uploaded or appear on the Platform. The Fan must ensure that the Fan Materials comply with our Content and Community Rules. If you believe that your intellectual property rights are being infringed by any content on the Platform, please notify us via copyright@serenada.music.
8.2. We aim to create a safe and welcoming community and require all Users to follow the Serenada Content and Community Rules that we may publish and update on the Platform from time to time. We are not responsible for any User’s content, actions or behaviours. We do not endorse any opinion of others that may be express on or via the Platform. We make no warranties or representations, express or implied, about any User content, including as to its legality or accuracy.
8.3. We may implement technology systems to attempt to automatically filter content and look for certain words such as profanities, but do not guarantee that we will systematically or successfully review content submitted by you or other Users.
8.4. We reserve the right, in our sole discretion (but have no obligation), to refuse to post or to remove or edit any User content, or to restrict, suspend, or terminate access to all or any part of the Platform, particularly where content breaches this Agreement, and we may do this with or without giving you any prior notice.
8.5. If you believe that your intellectual property rights are being infringed by and content on the Platform, please notify us via copyright@serenada.music. If you believe any content is otherwise inappropriate, please notify us via complaints@serenada.music.

9. Links and third party sites

9.1. The Platform and/or the content may contain links to third party websites and services which are not under our control. If you decide to visit any third party site or use a third party service, you do so at your own risk. We are not responsible for the content, accuracy or opinions expressed on such websites or services. Links do not imply that the Platform is affiliated to or associated with such sites or services.
9.2. Your browsing and interaction on any other website or your use of other services, including websites and services which have a link to or from the Platform, is subject to that operator’s own rules and policies. Please read those rules and policies before proceeding.

10. SERENADA'S OBLIGATIONS AND WARRANTIES

10.1. Serenada will provide the Platform with reasonable skill and care and in accordance with good industry practice.
10.2. Serenada warrants and represents that:
(a) it has full right, power and authority to enter into this Agreement;
(b) it will comply with all applicable Laws with respect to its activities under this Agreement.
10.3. Save as expressly set out in this Agreement, all other conditions, warranties or other terms which might have effect against Serenada or be implied or incorporated into this Agreement whether by statute, common law or otherwise, are hereby excluded by us to the fullest extent permitted by law, including, without limitation, any implied conditions, warranties or other terms as to satisfactory quality and fitness for purpose.
10.4. In any event, Serenada:
(a) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Platform and/or related services are dependent on various third party networks, platforms, services and infrastructures, and as such Serenada can give no guarantee of availability or functionality, and the Platform and/or related services may be subject to limitations, delays and other problems inherent in the use of such communications facilities and third party networks, platforms, services and infrastructures ; and
(b) makes no warranties or other assurances that the Platform and/or related services will meet your requirements or produce any specific benefits.

11. FAN’S WARRANTIES AND FURTHER OBLIGATIONS / RESTRICTIONS

11.1. The Fan warrants and represents that:
(a) they have full right, power and authority to enter into this Agreement and the right, power and authority to deal with the Fan Materials;
(b) they have all the rights, licences, permits, approvals and clearance of third party rights as required by the Laws and as are necessary to perform its obligations under this Agreement including the supply, licence and use of the Fan Materials and other information and data provided;
(c) they will and the Fan Materials will comply with all applicable Laws with respect to its activities under this Agreement;
(d) the Fan Materials are original to and/or owned or controlled by the Fan, and/or is fully cleared for use on the Platform and in accordance with this Agreement, and in any event will not infringe the statutory, common law, or Intellectual Property Rights or any other right, title or interest, of any third party;
(e) the Fan Materials will not, (nor shall your otherwise use the Platform in a way that could) be unlawful, harmful, threatening, defamatory, obscene, indecent, infringing, discriminatory, hateful, abusive, harassing, racially or ethnically offensive, facilitate illegal activity, promote unlawful violence, or be in breach of any confidentiality;
(f) the Fan Materials and your actions, including all content uploaded to the Platform or otherwise submitted to or displayed via your Account, will not otherwise be in breach of any Serenada Content and Community Rules that we may publish and update on the Platform from time to time.
11.2. The Fan shall:
(a) not provide access to the Platform to, or share its Subscription with, any other persons; and
(b) ensure that it takes all necessary steps to prevent any unauthorised access to, or use of, the Platform or its Subscription, and notify Serenada immediately of any such unauthorised access or use.
11.3. The Fan shall not and shall not permit any third party to:
(a) attempt to copy, adapt, decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form, employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any Artist Content, or any part of the Platform, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties;
(b) access the Platform in order to build a product or service which competes with the Platform and/or the related services, nor use any Artist Content in any way that is designed to create a separate content service or that replicates any part of the Platform offering; or
(c) resell, sublicense or otherwise use the Platform or its Subscription or access rights, and/or related services including to provide services to third parties, unless otherwise specifically agreed in writing.
11.4. You shall be responsible for obtaining your own insurance as you consider is necessary to cover your possible risks and liabilities under this Agreement. Please note that if you are not insured, you may be at personal financial risk if you breach this Agreement and we wish to recover any of our losses caused by you.

12. INTELLECTUAL PROPERTY RIGHTS

12.1. You acknowledge and agree that Serenada and/or its licensors own all Intellectual Property Rights in the Platform and Platform Data. Except as stated in this Agreement Serenada does not grant the Fan any rights in respect of the Artist Content, Platform and/or Platform Data or any related documentation.
12.2. Serenada acknowledges and agrees that the Fan or their licensors own all Intellectual Property Rights in the Fan Materials, save for the avoidance of doubt in any elements relating to the Platform and Platform Data. Except as necessary to fulfil the Agreement you do not grant Serenada any rights in respect of the Fan Materials.

13. YOUR LIABILITY TO US

13.1. You will be responsible for all claims, liabilities, damages, costs and expenses suffered or incurred by us as a result of your breach of this Agreement including failure to comply with your obligations or warranties.
13.2. You agree to indemnify us for any breach by you of this Agreement. This means you will be responsible for any loss or damage we suffer as a result of your breach.
13.3. We reserve the right to control the defence and settlement of any third party claim for which you indemnify us under this Agreement and you will assist us in exercising such rights.

14. OUR LIABILITY TO YOU

14.1. Nothing in this Agreement shall in any way exclude or limit either party’s liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation, or for any other liability which may not be excluded by law. In particular, for consumers, nothing excludes or limits any consumer statutory rights or remedies including in relation to services performed without reasonable care and skill. (Together all these elements are “Non-Excluded Liability”).
14.2. If we fail to comply with the Terms of this Agreement or are negligent, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen.
14.3. 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.
14.4. We are not liable for any business losses. The Platform is for your personal and private use, and we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
14.5. Subject to the Non-Excluded Liability in section 14.1, and only to the extent permitted under applicable law, our maximum aggregate liability to you arising out of, or in connection with this Agreement and/or your use of the Platform shall not exceed the greater of the relevant Subscription Fee for a single Subscription Term period, or £50 (fifty pounds).

15. TERMINATION BY SERENADA

15.1. This Agreement shall continue during the Subscription Term(s) as detailed above or until terminated by Serenada as provided in these Terms including as detailed below.
15.2. Serenada may suspend or terminate this Agreement (and therefore suspend of close your Account) immediately by giving written notice to you if:
(a) you are in material breach of any provision of this Agreement, which is not remediable or, if remediable, is not remedied with a period of 5 Working Days after we have given notice to you requiring such breach to be remedied;
(b) you have not paid you Subscription Fees;
(c) you breach any of our policies, including the Content and Community Rules; and/or
(d) we deem it is necessary in order to prevent or mitigate harm to the Platform or to our business.
15.3. On termination of this Agreement for any reason:
(a) all permissions and access rights granted to you under the Agreement shall immediately terminate;
(b) you shall make no further use of the Platform and other items (and all copies of them) belonging to Serenada;
(c) Serenada may destroy or otherwise dispose of any of the Fan Materials in its possession and delete your Account;
(d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced;
(e) you shall promptly pay all undisputed Subscription Fees related to the period prior to termination.

16. EVENTS OUTSIDE OUR CONTROL

We are not responsible for events outside our control. If our provision of the service or support for the Platform is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. In these circumstances we will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your contract with us and receive a refund for any Services you have paid for but not received.

17. DELAY / WAIVER

The failure or delay by either party in any one or more instances to insist upon strict performance or observance of any one or more of the terms of this Agreement or to exercise any remedy, privilege or right provided by law or under this Agreement shall not be construed as a waiver of any breach or right to enforcement of such terms or to exercise such remedy, privilege or right.

18. ILLEGAL PROVISIONS / SEVERANCE

If any part of this Agreement is found by any court or competent authority to be illegal, void or unenforceable then that part shall be deemed not to be a part of this Agreement and the enforceability of the remainder of this Agreement shall not be affected.

19. VARIATION

We may update these Terms from time to time. In relation to updates that materially affect our legal relationship, we will notify you. Ongoing use following such changes or notification will be deemed acceptance of the changes.

20. RIGHTS OF THIRD PARTIES

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

21. GOVERNING LAW AND JURISDICTION

This Agreement and any disputes relating to it will be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts for such purposes.