Heavy - Terms of Sale


  1. Definitions

    1.1 In these terms and conditions ("these Conditions") the following definitions shall apply:

    Term Definition
    Administrator the representative or representatives authorised by the Client to provide instructions to Enzien on behalf of the Client, as designated in the Subscription Form or as varied from time to time pursuant to clause 3.2
    Business Day a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business
    Client the person purchasing the Service from Enzien under the Contract
    Client Account the online user account by which the Client gains access to the Service
    Cloud Compiler the cloud-based hosting service on which Enzien makes the Service available to the Client, through the Website or such other portal as Enzien (at its discretion) makes available from time to time
    Commencement Date the date on which the Contract comes into force pursuant to clause 2.2
    Contract the contract between Enzien and the Client governing the Client's right to use the Service and the Works, consisting of the terms in the Subscription Form and these Conditions
    Documentation any and all documentation or other materials (whether in printed or electronic form) created, issued or published by Enzien in connection with the Service or the Software
    Enzien Enzien Audio Ltd (company number 09272584) with registered office at First Floor, Telecom House, 125-135 Preston Road, Brighton, BN1 6AF
    Generated Assets the files and source code, being translations of high-level audio source code into low-level C source code and associated frameworks, generated uniquely by the Client's specific input of data into the Service (but excluding any and all Static Assets)
    Intellectual Property Rights copyright and related rights, database rights, patents, rights to inventions, trade secrets, trade marks, domain names, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, and any other intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply) for, and renewals, extensions or revivals of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world
    Licence the Client's right to use the Service for the Purpose pursuant to and in accordance with the Contract
    Licence Fee the licence fees payable by the Client under the Contract, as specified in the relevant Plan
    Licensed Period a period of 1 month commencing on the Commencement Date, and each subsequent 1 month period following a licence renewal pursuant to clause 7
    Licensed Users the persons licensed to use the Service in accordance with the Contract, as detailed in the Order Form or as amended from time to time pursuant to clause 7
    Order Form the order form provided to the Client by Enzien confirming the Licence Fee, the Licensed Users, and any other provisions forming part of the Contract
    Patch a configured sound which is created or uploaded through the Service
    Plan the specific Plan to which the Client has subscribed, the specific features of the Service comprised in each respective plan as set out on the Website or such other portal as Enzien (at its discretion) makes available from time to time
    Purpose the purpose of creating the Generated Assets for use by the Client in conjunction with any of the Client's products
    Renewal Date the date on which a Licensed Period is due to expire
    Service the service offered by Enzien through the Cloud Compiler (or by any other means or media offered by Enzien from time to time at its discretion) to achieve the Purpose using the Software subject to the terms of the Contract
    Software Enzien's "Heavy Translation Service" software used in the Service, and the Static Assets (but excluding the Generated Assets)
    Static Assets the subscription form submitted by the Client to Enzien confirming the Plan, the Users, and any other provisions forming part of the Contract
    Term the period commencing on the Commencement Date and ending on the termination of the Contract
    Users the individuals who are authorised to use the Service, as specified in the Subscription Form or as varied from time to time pursuant to clause 8
    Website https://enzienaudio.com
    Works the Software and the Documentation (excluding the Generated Assets)

    1.2 References to clauses are to the clauses of these Conditions.

    1.3 Where appropriate words denoting a singular number only shall include the plural and vice versa.

    1.4 A reference to 'the parties' shall mean Enzien and the Client and a reference to 'party' shall mean either Enzien or the Client, as applicable.

    1.5 A reference to a 'person' shall include a natural person, corporate or unincorporated body (whether or not having separate legal personality).

    1.6 References to 'written' or 'in writing' shall include email.

  2. Basis of contract

    2.1 These Conditions shall govern the Contract to the exclusion of any other express or implied contractual terms or conditions.

    2.2 The submission of the Subscription Form by the Client to Enzien constitutes an offer by the Client to purchase the Service in accordance with the Contract. The Client shall be responsible for ensuring that the information set out in the Subscription Form is complete and accurate. By making the Service available to the Client following the submission of the Subscription Form, Enzien shall be deemed to have accepted the Subscription Form and this is when the Contract shall come into force. Enzien shall not be under any obligation to accept a Subscription Form at any time.

    2.3 Each Subscription Form shall form the basis of a separate Contract.

  3. Administrator

    3.1 The Administrator shall be Enzien's sole point of contact for all communications with the Client. Any instructions provided by Administrator shall be binding on the Client.

    3.2 The Client may add, remove or change the Administrator through the dedicated channel in the Client Account from time to time provided that there is at least one named Administrator with a valid email address provided at any given time.

  4. Payment and subscriptions

    4.1 Promptly following the Commencement Date, Enzien:

    • 4.1.1 shall raise an initial invoice for the relevant Licence Fee, if applicable, in accordance with the Plan ("Initial Invoice"); and
    • 4.1.2 make the Service available to the Client through the Cloud Compiler upon payment by the Client in full of the Initial Invoice.

    4.2 After the Initial Invoice has been issued, Enzien shall issue subsequent invoices on a monthly basis thereafter ("Subscription Period") at the rate stated in the Plan until termination of the Contract.

    4.3 Enzien reserves the right to vary or increase the Licence Fee from time to time. Enzien will notify the Client of any such changes, including when the changes will take effect. The Client has the right to reject these changes by cancelling the Service (in accordance with Clause 14.1) before the change is due to take effect. By continuing to use the Service after the price change takes effect, the Client will be deemed to have accepted the new price. If the Client accepts the price change but does not pay the additional sums associated with any applicable price increase, the Licence will expire.

    4.4 The Client shall pay each invoice in full immediately upon receipt of such invoice or as soon as practicable thereafter. Unless Enzien notifies the Client otherwise, all payments must be made in full and cleared funds through the Billing section of the Client Account (supported by Stripe). The Client will not have full access to the Service until any applicable payments have been made.

    4.5 The Client shall pay each invoice in full, without any reduction or set-off.

    4.6 The Client is responsible for providing valid means of payment for any paid Plan. The Client does not need to provide payment information where it is subscribed only to a free Plan.

    4.7 Where Enzien extends credit to the Client for the Licence, Enzien reserves the right to pass on the Client's personal information to credit reference agencies and they may keep a record of any search that they do.

  5. Changing the Plan

    5.1 The Client may at any time, with immediate effect, change the current Plan to which it is subscribed by giving notice to Enzien via the dedicated channel in the Client Account.

    5.2 Following such notification in accordance with clause 5.1, if the Client does not pay the sufficient amount associated with any applicable price increase, the Licence will expire. If such notification results in a reduction in the Licence Fee, Enzien shall, at its option, either (i) reimburse the Client the relevant proportion of the Licence Fee at the end of the then current Licensed Period, calculated on the basis set out in the Plan by reference to the number of days remaining in the Subscription Period; or (ii) apply the relevant reduction to the Licence Fee due in relation to the Client's renewal of any subsequent Licensed Period. Enzien will notify the Client of the applicable method used to reimburse the Client.

  6. Use of the Service

    6.1 In consideration of the payment of the Licence Fee, the Client may use and access the Service for the Purpose during the Licensed Period in accordance with the terms of the Contract.

    6.2 The Client shall not use the Service or the Works (nor permit or authorise others to do so) except to the extent expressly permitted by these Conditions.

  7. Term and renewals

    7.1 The Licence shall begin on the Commencement Date. The Licence will renew automatically upon the expiry of each Licensed Period.

    7.2 If the Client does not wish to renew the Licence by the Renewal Date, the Client must cancel the Contract in accordance with clause 14.1.

    7.3 For the avoidance of doubt, Enzien may at its discretion decline to renew the Licence at the end of any Licensed Period. In the event that Enzien exercises its discretion to refuse renewal under this clause 7.3, it will notify the Client as soon as reasonably practicable prior to the Renewal Date in question.

  8. Adding or transferring Users

    8.1 The Client may at any time, with immediate effect, extend the Licence to new Users in addition to those detailed in the Subscription Form ("New Users"), by notifying Enzien of the number of New Users through the dedicated channel in the Client Account.

    8.2 In consideration for the Client's addition of New Users pursuant to clause 8.1, the Client may be liable to pay to Enzien an additional Licence Fee. Any additional Licence Fee will be calculated in accordance with the Plan. Enzien may raise an invoice for such additional Licence Fee at any time following the Client's addition of New Users pursuant to clause 8.1.

    8.3 The Client may at any time reduce the number of Users by notifying Enzien via the dedicated channel in the Client Account. Following such notification and reduction Enzien shall, at its option, either (i) reimburse the Client the relevant proportion of the Licence Fee at the end of the then current Licensed Period, calculated on the basis set out in the Plan by reference to the number of days remaining in the Subscription Period; or (ii) apply the relevant reduction to the Licence Fee due in relation to the Client's renewal of any subsequent Licensed Period.

  9. Intellectual Property Rights

    9.1 Subject to clause 9.3 and unless otherwise expressly provided in the Contract, the Client acknowledges that, as between the Client and Enzien, all Intellectual Property Rights in the Service and in the Works throughout the world shall belong to Enzien, and that the Client shall not acquire any rights in, or to, the Service or the Works (or any element thereof) other than the right to use the Service in accordance with the terms of the Contract.

    9.2 The Client acknowledges that its use of the Service and redistribution of the Generated Assets is subject always to the Client complying with any instructions issued by Enzien to the Client from time to time, including without limitation relating to the displaying of copyright notices, linking requirements or conditions attached to the redistribution of material to online application platforms or applications.

    9.3 To the extent that the Plan provides that any specific Intellectual Property Rights will vest in the Client in relation to the Generated Assets, each party to the Contract shall use all reasonable endeavours to procure that any necessary third party shall execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to such assignment.

    9.4 The Client shall promptly give notice in writing to Enzien, if the Client becomes aware of:

    • 9.4.1 any infringement or suspected infringement of any of the Service or the Works or of any Intellectual Property Rights relating to the Service or the Works;
    • 9.4.2 any allegation, claim or complaint by a third party that the Service or the Works infringe the rights of any third party; and/or
    • 9.4.3 any unauthorised use or possession of any of the Service or the Works by any person or entity,

    and the Client shall, at Enzien's expense, promptly provide to Enzien all assistance reasonably required by Enzien in the conduct of any claims or proceedings relating thereto.

  10. Restrictions

    10.1 Other than as expressly permitted under these Conditions, the Client:

    • 10.1.1 shall not use the Service or the Works, nor authorise or enable any other party to do so, except as expressly permitted by the Contract;
    • 10.1.2 shall not rent, lease, sub-license, loan, adapt, or modify the Works;
    • 10.1.3 shall not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by the Client during such activities:
      • 10.1.3.1 is used only for the purpose of achieving inter-operability of the Software with another software program;
      • 10.1.3.2 is not disclosed or communicated without Enzien's prior written consent to any third party to whom it is not necessary to disclose or communicate it; and
      • 10.1.3.3 is not used to create any software which is substantially similar to the Software;

    • 10.1.4 shall supervise and control use of the Service and ensure that the Service is used in accordance with these Conditions; and
    • 10.1.5 shall not without Enzien's prior written consent provide, or otherwise make available, the Service in any form, in whole or in part, to any person other than to the Users and strictly as required for the Purpose.

  11. Standard of performance

    11.1 The Client acknowledges and accepts that neither the Service nor the Works have been developed to meet the Client's individual requirements, and it is the Client's responsibility to ensure that the facilities and functions of the Service and the Works meet the Client's own particular requirements.

    11.2 Enzien makes no warranty as to the use or performance of the Service, the Generated Assets, or the Works, nor as to their ability to achieve any results desired by the Client. Enzien does not warrant that the use of the Service, the Generated Assets, or the Works will be uninterrupted or error-free.

    11.3 Enzien reserves the absolute right to discontinue or restrict the availability of the Service or any part thereof immediately, with or without notice, and with no obligation to provide the Client with its reasons for doing so. If Enzien exercises its right under this clause 11.3, Enzien shall, at its option, either (i) reimburse the Client the relevant proportion of the Licence Fee at the end of the then current Licensed Period, calculated on the basis set out in the Plan by reference to the number of days for which the Service has been unavailable during the Subscription Period; or (ii) apply the relevant reduction to the Licence Fee due in relation to the Client's renewal of any subsequent Licensed Period. This shall be the Client's sole and exclusive remedy and shall not affect any of other of Enzien's rights or remedies under the Contract.

    11.4 These Conditions set out the full extent of Enzien's obligations and liabilities in respect of the provision of the Service to the Client, and in respect of the Client's use of the Service. Except as expressly stated in these Conditions or as otherwise required by law, no conditions, warranties, representations or other terms, express or implied, shall be binding on Enzien, and any conditions, warranties, representations or other terms concerning the supply of the Service which might otherwise be implied into, or incorporated in, the Contract whether by statute, common law or otherwise, are excluded to the fullest extent permitted by law.

  12. Liability

    12.1 Subject to clause 12.3:

    • 12.1.1 Enzien shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any special, indirect or consequential loss, loss of goodwill, loss of business, loss of anticipated savings, loss of goods, loss of use, any destruction or corruption of data, or special damage, costs or expenses arising under or in connection with the Licence or the Contract, or for any direct damage arising in connection with the Licence or the Contract; and
    • 12.1.2 Enzien's total liability to the Client in respect of any and all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the Licence Fee paid or owing up to the date on which the liability in question arises (exclusive of any applicable taxes).

    12.2 Any right or remedy of the Client as against Enzien is conditional upon such claim being bought within one year of the claim in question arising.

    12.3 Nothing in these Conditions shall limit or exclude Enzien's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or for any other liability which may not be limited or excluded by law.

  13. Support

    13.1 The whole of this clause 13 will only apply whereby the Plan specifies that the Service is to include a support package or where the Client and Enzien have otherwise agreed in writing that the Service is to include a support package.

    13.2 If, during the Term, the Client notifies Enzien of any defect or bug ("Fault") as a result of which the Service fails to achieve the Purpose in accordance with any specification promised by Enzien from time to time, Enzien will use reasonable endeavours to repair such Fault within a reasonable time, provided that the Client shall make available all information that may be necessary to enable Enzien to remedy the Fault, including sufficient information to enable Enzien to recreate the Fault, if possible. Enzien's obligation under this clause 13.2 shall not apply if or to the extent that the Fault:

    • 13.2.1 results from improper use of the Service by the Client, or use of the Service in contravention of these Conditions;
    • 13.2.2 is caused by the Client's own faults or errors, or by faults or errors with the Client's equipment or systems, and not due to inherent problems with the Service or the Software; and
    • 13.2.3 has been diagnosed by Enzien not to be an fault or defect in the Service or in the Software, following testing by Enzien which does not result in the relevant fault or defect being replicated on its own testing environment, unless the Client provides Enzien with documentation that otherwise demonstrates the existence of such Fault to the reasonable satisfaction of Enzien.

    13.3 Except where otherwise directed by Enzien, the Client shall communicate all notifications of alleged defects or faults in the Service pursuant to clause 13.2 by emailing Enzien's helpdesk at info@enzienaudio.com and stating clearly the nature of the alleged defect or fault complained of. Enzien shall respond to confirm receipt of such communications within two Business Days, and will thereafter assess the nature of the alleged fault and consider what action is required.

    13.4 If Enzien decides that a problem complained of by the Client is a Fault falling under clause 13.2, it will use reasonable endeavours to correct such Fault within a reasonable time. Enzien neither warrants nor guarantees that any Fault can or will be repaired, and it shall not be liable for any failure to repair a Fault after using reasonable endeavours to do so. Enzien may satisfy its obligations under this clause 13 by providing a 'workaround' solution affording similar or equivalent functionality, provided such 'workaround' does not reduce the functionality of the Service in a way that in its opinion materially adversely affects the Client's business.

    13.5 Enzien shall use reasonable endeavours to meet any performance dates communicated to the Client in relation to the repair or replacement of the Software pursuant to clause 13.2 above, but all such dates shall be estimates only and time shall not be of the essence for the performance of such services.

    13.6 If Enzien, at its discretion, concludes that a problem complained of by the Client is not a Fault but a request for a new feature or for an improvement, Enzien shall confirm this conclusion to the Client together with such further terms and fees on which Enzien may be willing (at its discretion) to meet such request.

  14. Term and termination

    14.1 Each party may terminate the Contract at any time with immediate effect by giving notice in writing to the other party.

    14.2 Following termination under clause 14.1, Enzien shall reimburse the Client any proportion of the relevant Licence Fee which has already been paid (after deducting any outstanding sums owed to Enzien) calculated on the basis set out in the Plan by reference to the number of days remaining in the Subscription Period in respect of which the Client will not have access to the Service.

    14.3 Upon termination for any reason:

    • 14.3.1 any Patch associated with the Client Account will not be accessible to the Client unless the Client renews the Licence in accordance with these Conditions;
    • 14.3.2 the Licence, and all rights granted to the Client hereunder shall cease, and the Client shall not use any Generated Assets created after the date of termination in the course of its business or for any other commercial purposes (but without prejudice to the Client's right to use Generated Assets created in accordance with the Contract prior to the date of termination); and
    • 14.3.3 the Client shall promptly pay in full to Enzien any amounts due.

  15. Notices

    15.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be communicated through the dedicated channel in the Client Account or otherwise delivered by e-mail to info@enzienaudio.com (as relates to Enzien) or to the Administrator at the email address set forth in the Subscription Form or as amended though the Settings page in the Client Account (as relates to Client).

    15.2 A notice or other communication shall be deemed to have been received one Business Day after transmission.

  16. Entire agreement

    16.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to the subject matter.

    16.2 The Client acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any representation or warranty (whether made negligently or innocently) that is not set out in the Contract.

    16.3 The terms of this Contract which by their sense should survive expiration or termination of this contract will so survive.

    16.4 In the event of any discrepancy or difference between the terms of the Subscription Form and the terms of these Conditions, the terms of the Subscription Form shall prevail.

  17. Assignment

    17.1 Enzien may at any time assign, transfer or deal in any other manner with any or all of its rights and obligations under the Contract. The Client may only transfer its rights or obligations under the Contract with the prior written consent of Enzien.

  18. Waiver

    18.1 No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

  19. Severability

    19.1 If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

  20. Variation

    20.1 Unless otherwise stated in these Conditions, no amendment or variation of the Contract shall be effective unless it is in writing or notice is provided through the Settings or Billing page in the Client Account.

  21. Governing law and jurisdiction

    21.1 The Contract, 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 construed in accordance with the law of England and Wales.

    21.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).