Terms and conditions of use

Version in force as at 1st December 2019

READ CAREFULLY. This Terms of Use Agreement ("Terms of Use") applies to use of the U4EA Productions dedicated MADRIX products website located at https://madrix.u4ea.uk (the "Site"), and to all transactions on the Site. Please read these Terms of Use carefully. They do not affect your statutory rights. The Site is the property of KPS Group Ltd, a company registered in England, whose place of business is at Office 101, 548-550 Elder House, Eldergate, Milton Keynes, MK9 1LR (together with its affiliated trading names, including without limitation, U4EA Productions, "U4EA Productions"). Before you make any purchases, you should first establish a customer account ("My Account"). BY CLICKING "I HAVE READ, UNDERSTAND AND AGREE TO THE TERMS OF USE," YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE, DO NOT CLICK ON THE BUTTON AND DO NOT USE THE SITE.

U4EA Productions reserves the right, at its sole discretion, to change, add or remove portions of this Terms of Use, at any time. It is your responsibility to check this Terms of Use each time before using the Site. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. You agree that all subsequent purchases by you will be subject to the terms and conditions of these Terms of Use, which shall apply until we post modified Terms of Use and then in accordance with such modified Terms of Use. Any changes to these Terms of Use will take effect on the date they are posted on the Site (see date above). You will be asked to read and accept the Terms of Use each time you place an order, to ensure you are familiar with the most current Terms of Use. As long as you comply with the current Terms of Use, U4EA Productions grants you ("End User") a personal, non-exclusive, non-transferable, non-sublicensable, limited privilege to enter and use the Site.

1. Content; Copyright and Trademark Notice. All media (downloaded or samples), software, text, images, graphics, user interfaces, music, videos, photographs, trademarks, logos, artwork and other content on the Site (collectively, "Content"), including but not limited to the design, selection, arrangement, and coordination of such Content on the Site is owned by or licensed to U4EA Productions, and is protected by copyright, trade dress, and trademark law, and various other intellectual property rights. Except as expressly provided in these Terms of Use, no part of the Site and no Content may be reproduced, recorded, retransmitted, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, website or other medium or for any commercial purpose, without U4EA Production's prior express written consent. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets, trade dress, rights of publicity or trademarks with respect to any of the Content, and U4EA Productions reserves all rights not expressly granted hereunder. U4EA Productions expressly disclaims all responsibility and liability for use by you of any Content obtained on or in connection with the Site. U4EA Productions is a trading name of KPS Group Ltd. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of KPS Group Ltd. All other trademarks or service marks are property of their respective owners. The use of any trademarks or service marks without express written consent from KPS Group Ltd is strictly prohibited.

2. Registration; Customer Accounts; Use of Site. Certain services offered on or through the Site require you to first open a My Account. You are responsible for maintaining the confidentiality of your account information, including your password, and for all activity that occurs under your account. You agree to notify U4EA Productions immediately of any unauthorised use of your account or password, or any other breach of security. You may be held liable for losses incurred by U4EA Productions or any other user of the Site due to someone else using your password or customer account. You may not use anyone else's password or customer account at any time. You may not attempt to gain unauthorised access to the Site. Should you attempt to do so, assist others in making such attempts, or distribute instructions, software or tools for that purpose, then your account will be terminated. Subject to the terms of our Privacy Policy, you agree to provide us with accurate, current and complete information about yourself and your billing information as prompted by the registration process. You may update any of your account information, designate a different credit card to be billed, or change the applicable expiration date on your currently designated credit card, by clicking on the My Account button and selecting the appropriate link. You may not use any automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy, probe, test or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or any of the systems or networks comprising or connected to the Site.

You also agree that U4EA Productions may, in its sole discretion and without prior notice to you, terminate your access to the Site and your account for any of the following reasons: (1) attempts to gain unauthorised access to the Site or assistance to others' attempting to do so, (2) overcoming software security features limiting use of or protecting any Content, (3) discontinuance or material modification of the Site or any service offered on or through the Site, (4) violations of these Terms of Use, (5) failure to pay for purchases, (6) suspected or actual copyright infringement, (7) unexpected operational difficulties, or (8) requests by law enforcement or other government agencies.

3. Consent To Collection, Use & Disclosure of Your Personal Information. As more fully described in our Privacy Policy, you must disclose certain personally Identifiable Information to use our Site, register an account, and make purchases. As a condition of registering with our Site or making any purchases of any products and/or services or conducting any transactions, you represent that you have first read our Privacy Policy and consent to the collection, use and disclosure of your Personally Identifiable Information and Non-Personally Identifiable Information as described in our Privacy Policy. Our Privacy Policy may change from time to time. The up-to-date Privacy Policy will apply each time you browse the Site, use any features or make any purchase. You are encouraged to review our Privacy Policy prior to making any initial or subsequent purchases.

U4EA Productions will take appropriate technical and organisational measures to safeguard and to prevent unauthorized access to your personal information. However, due to the nature of computer systems and the Internet, we cannot guarantee that we would always be able to prevent unauthorised access or use of your private information. . U4EA PRODUCTIONS SHALL NOT BE LIABLE FOR ANY DAMAGES (WHETHER CONSEQUENTIAL, INCIDENTAL, INDIRECT OR OTHERWISE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, A THIRD PARTY'S UNAUTHORISED ACCESS TO YOUR PERSONAL INFORMATION, REGARDLESS OF WHETHER U4EA PRODUCTIONS WAS GIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT DAMAGES WERE POSSIBLE, IF SUCH UNAUTHORISED ACCESS WAS NOT DUE TO OUR FAILURE TO SAFEGUARD YOUR INFORMATION OR IF IT WAS DUE TO YOUR FAILURE TO APPLY ADEQUATE SECURITY MEASURES TO YOUR INFORMATION (INCLUDING CHOOSING A SECURE PASSWORD, PERIODICALLY CHANGING YOUR PASSWORD AND DULY PROTECTING YOUR PASSWORD) OR WHERE THE PREVENTION OF SUCH UNAUTHORISED ACCESS WAS BEYOND U4EA PRODUCTION'S REASONABLE CONTROL.

4. Consent To Our Communication With You By E-Mail. By establishing an account with us, and each time you make a purchase through our Site, you grant permission for U4EA Productions to contact you at your e-mail address. To stop receiving our marketing emails, send an e-mail to us at optout@madrix.u4ea.uk or follow the opt-out procedures set forth in such marketing emails.

5. Conditions of Sale and Payment Terms. To purchase any goods and/or services on our Site, you must (a) be at least eighteen (18) years of age or the applicable state age of majority, (b) be a natural person (no corporations, partnerships or other legal entities), and (c) be a resident in one of the member states of the European Union [,member states of the European Free Trade Association, the Isle of Mann or the Channel Islands]. Prior to the purchase of any goods or services on our Site, you will have an opportunity to check and correct any input errors in your order up until you click the final checkout button to conclude the order process. Subject to a cooling off period, giving you up to 7 working days after receipt of the goods within which to cancel your purchase through the Site without penalty and for any or no reason (by emailing returns@madrix.u4ea.uk and quoting your order reference number), all sales of products and services are final. All charges from completed sales of products and services are non-refundable.

6. Methods of Payment, Credit Card Terms and Taxes. Your card issuer agreement governs your use of your designated card, and you must refer to that agreement and not these Terms of Use to determine your rights and liabilities as a cardholder. YOU, AND NOT U4EA Productions, ARE RESPONSIBLE FOR PAYING ANY UNAUTHORISED AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. Unless you notify U4EA Productions of any discrepancies within sixty (60) days after they first appear on your credit card statement, you agree that they will be deemed accepted by you for all purposes. If U4EA Productions does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by U4EA Productions or its agents. You are responsible for paying any governmental taxes imposed on your purchases, including, but not limited to, sales, use or value-added taxes.

7. Order Acceptance Policy. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. U4EA Productions reserves the right at any time after receipt of your order to accept or decline your order for any reason. If a product or service is or becomes unavailable at the time of or subsequent to your order, we may offer you an alternative. Your order will be deemed accepted by U4EA Productions upon shipment of products or performance of services that you have ordered. Title to goods and all risk of loss passes to you upon delivery to the common carrier. All orders placed over £2000.00 must obtain pre-approval with an acceptable method of payment, as established by our credit and fraud avoidance department. We may require additional verifications or information before accepting any order.

8. No Responsibility To Sell Mispriced Products Or Services. U4EA Productions shall have the right to refuse or cancel any orders placed for products and/or services listed at an incorrect price, rebate or refund, or containing any other incorrect information or typographical errors. U4EA Productions shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, U4EA Productions shall issue a credit to your credit card account in the amount of the charge.

9. Modifications to Prices or Billing Terms. U4EA PRODUCTIONS RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS PRICES AND BILLING METHODS FOR PRODUCTS OR SERVICES OFFERED FOR SALE, EFFECTIVE IMMEDIATELY UPON POSTING ON THE SITE OR BY E-MAIL DELIVERY TO YOU.

10. Service and Support for Goods Sold. All requests for technical service and support should be made directly to the manufacturer in accordance with their terms and conditions.

11. Indemnification. You agree to indemnify and hold harmless U4EA Productions and other end users, distributors, licensors, officers, directors and employees from any claim or demand, including reasonable attorneys' fees, made by any third party arising out of or related to your violation of these Terms of Use, or your violation of any law, regulation or third-party right.

12. Disclaimer of Warranties. U4EA PRODUCTIONS GIVES NO EXPRESS WARRANTIES IN RESPECT OF THE SITE, PRODUCTS, SERVICES, CONTENT, DIGITAL DOWNLOADS, SOFTWARE, ARTWORK, DATA, AND INFORMATION, THAT ARE ALL PROVIDED ON AN "AS IS" BASIS SUBJECT TO APPLICABLE LAW.

13. LIMITATION OF LIABILITY. YOUR USE OF THE SITE, OF ANY PRODUCTS AND/OR SERVICES OFFERED ON OR IN CONNECTION WITH THE SITE AND/OR THE USE OF ANY CONTENT AND/OR DIGITAL DOWNLOADS IS AT YOUR SOLE RISK. IN PROVIDING ACCESS TO THE SITE AND SUPPLYING GOODS OR SERVICES WE AGREE TO EXERCISE REASONABLE CARE AND SKILL. HOWEVER, NEITHER U4EA PRODUCTIONS, ITS LICENSORS, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES WILL BE LIABLE FOR ANY LOSSES WHATSOEVER ARISING OUT OF YOUR USE OF THE SITE OR PURCHASE OF GOODS OR SERVICES, OTHER THAN THOSE WHICH RESULT FROM ANY FAULT, BREACH OF THESE TERMS OF USE, FRAUD, NEGLIGENCE, FRAUDULENT MISREPRESENTATION ON THE PART OF U4EA Productions AND WHICH ARE FORESEEABLE BY THE PARTIES, OR IN THE EVENT OF DEATH OR PERSONAL INJURY.

14. Additional Terms. The following policies are incorporated into this Agreement by reference and provide additional terms and conditions related to specific services offered on the Site:

Returns Policy

Each of these policies may be changed from time to time and are effective immediately after we post the changes on the Site. In addition, when using particular services on the Site, you agree that you are subject to any posted policies or rules applicable to services you use through the Site, which may be posted from time to time. All such posted policies or rules are hereby incorporated by reference into this Agreement.

17. General. No delay or failure to take action under these Terms of Use shall constitute any waiver by U4EA Productions of any provision of or right under these Terms of Use. If any provision of these Terms of Use is found to be invalid or unenforceable under applicable law, it is, to that extent, deemed valid or enforceable to the fullest extent possible (and it is be severable in the event such provision is completely unenforceable) and the remaining provisions of these Terms of Use will continue in full force and effect. These Terms of Use will bind and inure to the benefit of U4EA Productions permitted successors and assigns. These Terms of Use shall be governed by the laws of England and Wales without regard to or application of any conflict of laws provisions, and the application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You consent to the exclusive jurisdiction of the courts of England and Wales. These Terms of Use are personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate these Terms of Use shall be null and void. U4EA Productions may freely assign these Terms of Use without consent or notice. These Terms of Use (including all documents expressly incorporated herein by reference, including but not limited, those referred to at 14 above) constitutes the complete and exclusive agreement between U4EA Productions and you with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein.