When you sign up for a subscription to use the Soniq Studio software application you become a Customer and you enter into an agreement on the terms set out below with Pogo Kid Limited t/a Soniq Studio, incorporated and registered in England and Wales with company number 08184013 whose registered office is 63 Downs View, Bradford-On-Avon, Wiltshire, England, BA15 1PW (Soniq Studio, us our).

Agreed terms

  1. Interpretation

    1. The definitions and rules of interpretation in this clause apply in these Terms.

      • Authorised Users: the Customer, the Students and Responsible Adults (if any)

      • Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

      • Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

      • Customer Data: the data inputted by the Customer or Authorised Users for the purpose of using the Services or facilitating the Customer's use of the Services including the Student Personal Data.

      • Customer Personal Data: the Personal Data of the Customer.

      • Data Protection Legislation:

        1. To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data.

        2. To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Customer or Soniq Studio is subject, which relates to the protection of personal data.

    2. Documentation: the information made available to the Customer by Soniq Studio online via the Website which sets out a description of the Services and the user instructions for the Services.

    3. Responsible Adult: the parent, guardian or carer of a Student (if any).

    4. Services: the subscription services provided by Soniq Studio to the Customer under these terms, in accordance with the subscription details on the Website and as more particularly described in the Documentation.

    5. Software: the online software applications provided by Soniq Studio as part of the Services.

    6. Start Date: the date on which the Subscription is entered into

    7. Student: a student of the Customer whose details are inputted into the Service.

    8. Student Personal Data: the Personal Data relating to Students or Responsible Adults inputted by the Customer.

    9. Subscription: the agreement between Soniq Studio and the Customer subject to these Terms which comes into force when a subscription is purchased by the Customer

    10. Subscription Fees: the subscription fees payable by the Customer to Soniq Studio as set out on the Website as updated by Soniq Studio to the Customer from time to time and which include the monthly fee and the fee applicable to each online payment processed via the Services.

    11. Subscription Month: each consecutive period of one month commencing on the date immediately following the end of the Trial Period with each subsequent Subscription Month commencing on the monthly anniversary of that date.

    12. Subscription Term: the term of the Subscription commencing on the Start Date and ending on the date of termination made in accordance with clause 13.

    13. Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

    14. Terms: these subscription terms and conditions.

    15. Trial Period: the trial period offered when entering into the Subscription.

    16. Website: Soniq Studio’s website at https://www.soniq.studio which sets out the Documentation and the features included in the Services at differing Subscription levels.

    17. Clause, schedule and paragraph headings shall not affect the interpretation of these Terms.

    18. A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.

    19. Unless the context otherwise requires, words in the singular includes the plural and in the plural includes the singular.

    20. Unless the context otherwise requires, a reference to one gender includes a reference to the other genders.

    21. A reference to a statute or statutory provision is a reference to it as it is in force as at the Start Date.

    22. A reference to a statute or statutory provision includes all subordinate legislation made as at the Start Date under that statute or statutory provision.

    23. A reference to writing or written excludes fax but includes email.

  2. Subscription

    1. The Website sets out the subscription options and applicable Subscription Fees which apply to the Service. When entering into the Subscription, the Customer will select their preferred subscription plan and the terms of that plan will apply to the Subscription unless and until the Customer chooses to change to an alternative subscription plan and makes that selection through the account billing page. Any change to a subscription plan will take place at the start of the following Subscription Month.

  3. Services

    1. Soniq Studio shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to these Terms.

    2. Subject to the restrictions set out in this clause 2 and the other terms and conditions of these Terms, Soniq Studio hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to use the Services during the Subscription Term and to permit the Authorised Users to access the Services solely for the Customer’s internal business operations.

    3. In relation to the Authorised Users, the Customer undertakes that the maximum number of Authorised Users will not exceed the number of Authorised Users permitted by the Customer’s relevant Subscription plan. Authorised Users’ rights to use the Service are limited as set out in the Documentation.

    4. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

      1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

      2. facilitates illegal activity;

      3. depicts sexually explicit images;

      4. promotes unlawful violence;

      5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

      6. is otherwise illegal or causes damage or injury to any person or property;

      and Soniq Studio reserves the right, without liability or prejudice to its other rights to the Customer, to suspend the Customer’s access to the Services where the provisions of this clause are breached. Any suspension of the Customer’s access under these Terms will also apply to its Authorised Users.

    5. The Customer shall not:

      1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:

        1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, the Services and/or Documentation (as applicable) in any form or media or by any means; or

        2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or

      2. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

      3. use the Services and/or Documentation to provide services to third parties; or

      4. subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

      5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 3; or

      6. introduce or permit the introduction of, any Virus into the Services or Soniq Studio's network and information systems.

    6. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Soniq Studio.

    7. The rights provided under this clause 3 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

    8. Soniq Studio shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

      1. planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

      2. unscheduled maintenance performed outside normal business hours, provided that Soniq Studio has used reasonable endeavours to give the Customer at least 6 normal business hours' notice in advance.

    9. Soniq Studio will, as part of the Services and at no additional cost to the Customer, provide the Customer with Soniq Studio's standard customer support services in accordance with Soniq Studio's Support Services Policy which is to answer support queries via email as soon as possible. Please see the support section at https://www.soniq.studio/support to email the support team. Soniq Studio may amend the Support Services Policy in its sole and absolute discretion from time to time.

  4. Data protection

    1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 4 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

    2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Soniq Studio is the Processor of the Student Personal Data. Soniq Studio is the Controller of the Customer Personal Data. This clause 4 sets out the scope, nature and purpose of processing of Student Personal Data by Soniq Studio, the duration of the processing and the types of Personal Data and categories of Data Subject.

    3. Without prejudice to the generality of clause 4.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Soniq Studio and/or lawful collection of the Personal Data by Soniq Studio on behalf of the Customer for the duration and purposes of the Subscription. The Customer acknowledges that where a Student is below the age of 18, the Customer shall have received the explicit consent of their Responsible Adult to process the Student’s Personal Data.

    4. Without prejudice to the generality of clause 4.1, Soniq Studio shall, in relation to any Personal Data processed in connection with the performance by Soniq Studio of its obligations under the Subscription:

      1. process that Personal Data only on the documented written instructions of the Customer unless Soniq Studio is required by Domestic Law or EU Law to otherwise process that Personal Data. Where Soniq Studio is relying on Domestic Law or EU Law as the basis for processing Personal Data, Soniq Studio shall promptly notify the Customer of this before performing the processing required by the Domestic Law or EU Law unless the Domestic Law or EU Law prohibits Soniq Studio from so notifying the Customer;

      2. ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

      3. ensure that all Soniq Studio personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

      4. assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

      5. notify the Customer without undue delay on becoming aware of a Personal Data Breach;

      6. at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Subscription unless required by Domestic Law or EU Law to store the Personal Data; and

      7. maintain complete and accurate records and information to demonstrate its compliance with this clause 4 and allow for audits by the Customer or the Customer's designated auditor and immediately inform the Customer if, in the opinion of Soniq Studio, an instruction infringes the Data Protection Legislation.

    5. Soniq Studio may, at any time on not less than 30 (thirty) days’ notice, revise this clause 4 by replacing it with any applicable controller to processor standard clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when Soniq Studio notifies the Customer via email).

    6. Processing by Soniq Studio:

      1. Scope, Nature & Purpose of Processing – for the purpose of providing the Services to the Customer.

      2. Duration of Processing – Subscription Term plus one year following expiry or termination of the Subscription Term.

      3. Types of Personal Data – Name, address, email address, IP address, phone number, organisation, payment details

      4. Categories of Data Subject – Students and Responsible Adults

    7. The Customer agrees and acknowledges that it shall indemnify Soniq Studio against all losses incurred by Soniq Studio as a result of the Customer’s failure to obtain the consent of the Responsible Adult of a Student whose Personal Data is transferred to, or collected by, Soniq Studio on behalf of the Customer.

  5. Third party providers

    The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. This includes GoCardless who will collect payments from Students and/or Responsible Adults on the Customer’s behalf. Soniq Studio makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Soniq Studio. Soniq Studio recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Soniq Studio does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

  6. Soniq Studio’s obligations

    1. Subject to clause 6.3, Soniq Studio undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

    2. The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Soniq Studio’s instructions, or modification or alteration of the Services by any party other than Soniq Studio or Soniq Studio’s duly authorised contractors or agents. If the Services do not conform with the terms of clause 6.1, Soniq Studio will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.

    3. Soniq Studio:

      1. does not warrant that:

        1. the Customer's use of the Services will be uninterrupted or error-free; or

        2. that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; or

        3. the Software or the Services will be free from Viruses; or

      2. 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 the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

    4. The Subscription shall not prevent the Soniq Studio from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Subscription.

    5. Soniq Studio warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Subscription.

  7. Customer's obligations

    1. The Customer shall:

      1. provide Soniq Studio with all necessary co-operation in relation to the Subscription;

      2. without affecting its other obligations under the Subscription, comply with all applicable laws and regulations with respect to its activities under these Terms;

      3. ensure that it and the Authorised Users use the Services and the Documentation in accordance with these Terms and shall be responsible for their or any Authorised User's breach of these Terms (including where the Customer allows an unauthorised user to access and use the Services);

      4. obtain and shall maintain all necessary licences, consents, and permissions necessary for Soniq Studio, its contractors and agents to perform their obligations under these Terms, including without limitation the Services;

      5. ensure that its network and systems comply with the relevant specifications provided by Soniq Studio from time to time; and

      6. be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Soniq Studio's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

    2. The Customer shall own all right, title and interest in and to all of the Customer Data that is not Personal Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

  8. Charges and payment

    1. The Customer shall pay the Subscription Fees to Soniq Studio in accordance with this clause 8. The Customer acknowledges that the Subscription Fees comprise a monthly fee (unless a free subscription plan or trial period applies) and a fee payable per online payment processed via the Service. The Customer is also required to pay GoCardless’ fees for processing online payments. The Customer is advised to review the terms and conditions and policies of GoCardless which can be found https://gocardless.com/legal.

    2. Following expiry of any Trial Period, the Customer shall pay the applicable Subscription Fees monthly in advance. The first Subscription Month shall commence on the day immediately following the end of the Trial Period, and each subsequent Subscription Month shall begin on the corresponding day of each calendar month thereafter. Subscription Fees for each Subscription Month shall be invoiced and payable in advance on or before the first day of that Subscription Month.

    3. If Soniq Studio has not received payment on the due date, and without prejudice to any other rights and remedies of Soniq Studio, Soniq Studio may disable the Customer's password, account and access to all or part of the Services and Soniq Studio shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

    4. All amounts and fees stated or referred to in the Subscription:

      1. shall be payable in pounds sterling;

      2. are, non-cancellable and non-refundable;

      3. are exclusive of value added tax, which shall be added to Soniq Studio's invoice(s) at the appropriate rate where applicable.

    5. Soniq Studio shall be entitled to increase the Subscription Fees, with effect from the beginning of any Subscription Month by giving the Customer at least 14 days' prior notice and the Subscription Fees shall be deemed to have been amended accordingly.

  9. Proprietary rights

    1. The Customer acknowledges and agrees that Soniq Studio and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, the Subscription does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

    2. Soniq Studio confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Subscription.

  10. Confidentiality

    1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.2.

    2. Each party may disclose the other party's confidential information:

      1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Subscription. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 10; and

      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

    3. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Subscription.

  11. Indemnity

    1. The Customer shall defend, indemnify and hold harmless Soniq Studio against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:

      1. the Customer is given prompt notice of any such claim;

      2. Soniq Studio provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

      3. the Customer is given sole authority to defend or settle the claim.

    2. Soniq Studio shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services or Documentation in accordance with the Subscription infringes any third party United Kingdom patent effective as of the Start Date, copyright, trade mark, database right or other intellectual property right, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

      1. Soniq Studio is given prompt notice of any such claim;

      2. the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Soniq Studio in the defence and settlement of such claim, at Soniq Studio's expense; and

      3. Soniq Studio is given sole authority to defend or settle the claim.

    3. In the defence or settlement of any claim, Soniq Studio may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Subscription on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

    4. In no event shall Soniq Studio, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

      1. a modification of the Services or Documentation by anyone other than Soniq Studio; or

      2. the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Soniq Studio; or

      3. the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Soniq Studio or any appropriate authority; or

      4. the Customer Data; or

      5. the Customer's breach of the Subscription.

    5. The foregoing states the Customer's sole and exclusive rights and remedies, and Soniq Studio's (including Soniq Studio's employees', agents' and sub-contractors') entire obligations and liability, for infringement or alleged infringement of any third party patent, copyright, trade mark or database right by Soniq Studio.

  12. Limitation of liability

    1. Nothing in these Terms limits any liability which cannot legally be limited. Subject to this:

      1. Soniq Studio shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Subscription; and

      2. Soniq Studio’s total aggregate liability in contract (including in respect of the indemnity at clause 11.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Subscription shall be limited to the total Subscription Fees paid for the Services during the 6 Subscription Months immediately preceding the date on which the claim arose.

    2. Nothing in the Subscription excludes the liability of the Customer for any breach, infringement or misappropriation of Soniq Studio’s intellectual property rights.

  13. Term and termination

    1. The Subscription shall, unless otherwise terminated as provided in this clause 13, commence on the Start Date and shall continue until the end of the Trial Period and, thereafter, the Subscription shall be automatically renewed for successive periods of one Subscription Month at a time, unless:

      1. either party notifies the other party of termination, in writing, at least 2 days before the end of a Subscription Month, in which case the Subscription shall terminate at the end of the relevant Subscription Month; or

      2. otherwise terminated in accordance with the provisions of these Terms.

    2. Without affecting any other right or remedy available to it, either party may terminate the Subscription with immediate effect at the end of the Trial Period by giving written notice to the other party provided that such notice is given before the expiry of the Trial Period.

    3. Without affecting any other right or remedy available to it, Soniq Studio may terminate the Subscription with immediate effect by notifying the Customer if:

      1. the Customer fails to pay any amount due under the Subscription on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

      2. the Customer commits a material breach of any other term these Terms and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

      3. the Customer takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 13.3(c).

    4. On termination of the Subscription for any reason:

      1. all licences granted under the Subscription shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;

      2. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

      3. Soniq Studio may destroy or otherwise dispose of any of the Customer Data in its possession 30 days after the effective date of termination. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Subscription which existed at or before the date of termination shall not be affected or prejudiced.

  14. Force majeure

    Neither party shall be in breach of these Terms liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control.

  15. Variation

    No variation of the Subscription shall be effective unless it is in writing and signed by the parties (or their authorised representatives) except that Soniq Studio may vary these Terms from time to time on giving the Customer at least one month’s notice. If the Customer does not accept the variation, the Customer may terminate the Subscription at the end of the Subscription month in which it receives the variation notification. The Customer's continued use of the Services after the end of the Subscription Month of notification without termination of the Subscription will constitute the Customer's acceptance of the variation.

  16. Waiver

    1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

    2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

  17. Rights and remedies

    Except as expressly provided in the Subscription, the rights and remedies provided under the Subscription are in addition to, and not exclusive of, any rights or remedies provided by law.

  18. Severance

    1. If any provision or part-provision of the Subscription is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 18.1 shall not affect the validity and enforceability of the rest of the Subscription.

  19. Entire agreement

    1. The Subscription constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

    2. Each party acknowledges that in entering into the Subscription it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Subscription.

    3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Subscription.

  20. Assignment

    1. The Customer shall not, without the prior written consent of Soniq Studio, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Subscription.

    2. Soniq Studio may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Subscription.

  21. No partnership or agency

    Nothing in the Subscription is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

  22. Third party rights

    1. This Subscription does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Subscription.

  23. Notices

    1. Any notice given to a party under or in connection with the Subscription shall be in writing and shall be sent by email, to support@soniq.studio in the case of Soniq Studio and the address the Customer provided when entering into the Subscription via the Website.

    2. Any notice shall be deemed to have been received if sent by email, at the time of transmission, or, if this time falls outside normal business hours in the place of receipt, when normal business hours resume. In these Terms, normal business hours means 9.00am to 5.00pm Monday to Friday on a Business Day.

    3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

  24. Governing law

    The Subscription and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

  25. Jurisdiction

    Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Subscription or its subject matter or formation (including non-contractual disputes or claims).