Terms and Conditions
(a) our online English learning experience services (Velawoods English Services);
(b) the software we make available for you to download to enable access to the Velawoods English Services (Software); and
(c) our website www.velawoodsenglish.com (including all associated, country specific domain names) (Website).
1.2 These Terms incorporate our:
1.3 Please read these Terms carefully before you start to use the Velawoods English Services, the Software or the Website, because your continued use indicates that you have unconditionally accepted the Terms. For these purposes, use includes but is not limited to:
(a) the use of a free trial of part of the Velawoods English Services;
(b) the purchase and use of a Subscription to use part of the Velawoods English Services, including a recurring monthly subscription or a multi-month bundled subscription;
(c) the purchase and use of a unique access code or token which enables access to a Subscription (referred to as a Gift Card), as further described in clause 6;
(d) where you purchase a Gift Card for another user, access to and use of the User Progress Account for that user's Subscription, as further described in clause 7;
(e) the purchase and use of any other materials, including but not limited to any, scenarios, modules, tests or other learning content that we may make available (Learning Materials);
(f) any other use of the Velawoods English Services, Software and/or Website, including downloading, accessing, casually browsing, registering any account, interacting and/or enrolling for any learning course or unit.
1.4 We recommend that you print a copy of these Terms for future reference.
1.5 We may revise any of our Terms at any time without notice by amending the pages on which they appear on our Website. For that reason we recommend that you check our Website pages frequently for any updates, changes or replacements which we may have made.
1.6 If you do not wish to accept our Terms then we do not permit you to use the Velawoods English Services, the Software or the Website and you must stop doing so immediately.
2. AGE REQUIREMENTS
2.1 The Velawoods English Services, Software and Website are best suited to users aged 11 and above.
2.2 If you are under the age of 18, you must obtain parental consent before you use the Velawoods English Services and/or the Software and/or the Website. You must also obtain the consent of the cardholder before you make any purchases from us.
3. CONTACTING US
3.1 The Website is owned and operated by Velawoods Learning Limited (we, us, our). We are a limited company registered in England and Wales under company number 10046015 and have our registered office at 85 Great Portland Street, First Floor, London, W1W 7LT. Our UK VAT number is 236 2150 37.
3.2 If you need to contact us for any reason, please see the information in the “Contact Us” section of our Website, which you can access by clicking here
4. MINIMUM TECHNICAL REQUIREMENTS
4.1 The Velawoods English Services only work if:
(a) you have downloaded our most up to date release of the software
(b) your computer hardware and software satisfies our minimum technical requirements (Minimum Technical Requirements). You can access our current Minimum Technical Requirements by clicking here. In particular, you must ensure that at all times you are fully licensed to use any third party software required to satisfy the Minimum Technical Requirements and that you comply fully with the terms and conditions of such licences
4.2 We may change the Software and/or Minimum Technical Requirements at any time by publishing updates on our Website. It is your responsibility to regularly check our Website and ensure you have downloaded the latest Software release and that you satisfy our most up to date Minimum Technical Requirements. If you fail to do so, you may not be able to use our Velawoods English Services and/or the Software and/or the Website and, subject to Section 19.1, we will have no liability to you as a consequence of this.
5. SUBSCRIPTIONS AND OTHER PURCHASES
5.1 We may make available Subscriptions, Gift Cards and Learning Materials for purchase via the website or via an app store from time to time.
5.2 Each time you try to pay for a Subscription, Gift Card or Learning Materials, you make an offer for us to accept. A legally binding contract between you and us will not come into force unless and until we accept your offer and allow you to access the Subscription or Learning Materials or provide you with the Gift Card (as applicable). If we reject your offer, we will not provide you with the Subscription, Gift Card or Learning Materials (as applicable) and we will refund any charges (as defined in Section 9.1) which you have already paid to us for the requested Subscription, Gift Card or Learning Materials. If those charges have been paid by a third party (rather than you), we will refund the relevant third party and not you.
5.3 Your course purchase includes 12 month free access to the speech analysis service provided by Carnegie Speech. After 12 month from purchase, the speech analysis service will stop but you will still be able to use the software and self-assess your speech. You will be able to buy an extension to Speech Analysis service for a fee.
6. GIFT CARDS
6.1 Each Gift Card relating to the Velawoods English Services purchased by you or any third party:
(a) is only valid for 3 months and will then expire
(b) can only be used to access the specific Subscription or Materials to which it relates
(c) is non-refundable and cannot be substituted for cash or anything else
7. USER PROGRESS ACCOUNT
7.1 If you purchase Gift Cards for Subscriptions to be used by other users (e.g. employees of your business, your students or your family members), we may allow you to access an account which enables you to view details regarding the progress of such users (User Progress Account).
7.2 In respect of each User Progress Account, you must:
(a) not disclose any information made available to you on the User Progress Account to anybody else
(b) tell us immediately if you become aware of or suspect any unauthorised use of the User Progress Account
(c) ensure that a user whose information is made available to you via a User Progress Account has provided all necessary consents for you to receive such information
(d) only use the information made available to you via a User Progress Account to monitor the progress of the relevant user
7.3 We shall be entitled to disable access to a User Progress Account at any time if we become aware of or reasonably suspect any improper or unauthorised use of the User Progress Account.
8. REWARD POINTS (when avialable)
8.1 If you recommend the Velawoods English Services to another user, you may be able to earn reward points if that user subsequently purchases Subscriptions, Gift Cards or Materials from us (Reward Points).
8.2 You may redeem Reward Points against the cost of future purchases of Subscriptions, Gift Cards or Materials that we tell you about on the Website or on our appointed App Stores. We reserve the right to change or withdraw offers relating to Reward Points at our discretion from time to time.
8.3 You cannot exchange Reward Points for cash or anything else.
8.4 Your Reward Points will be cancelled if you cancel your Subscription.
9.1 Your right to access a Subscription or Learning Materials or to use a Gift Card (as applicable) is subject to payment of the relevant charges to us (plus, where applicable, any tax) (Charges). The Charges for each type of Subscription, Gift Card and Learning Materials may differ and will be displayed on the Website and/or in our appointed app stores from time to time.
9.2 Your continuing right to access a recurring monthly subscription is subject to recurring Charges being paid to us monthly.
9.3 We may change all or any of our Charges at any time. We will aim to tell you in advance on the Website and/or in our appointed app stores before any Charges are changed, however we do not commit to doing so. It is your responsibility to regularly check the Charges appearing on our Website and in our appointed app stores so that you are know when our Charges have changed.
10.1 We recommend that you download and access our free-trial version of the Velawoods English Services and Software before you (or any third party for you) purchases any Subscription, Gift Cards or Learning Materials from us.
10.2 You may cancel your Subscription at any time by notifying us in writing using our contact details in Section 3.
10.3 When you cancel a recurring monthly subscription, provided we receive your notice to cancel at least 2 business days before your billing date, we will not charge you the Charges for the following billing period. Otherwise, we may charge you the Charges for the following billing period only. For the purposes of Section 10.3, a 'business day' means any day other than a Saturday, Sunday or public bank holiday in England.
10.4 You can get a full refund up to 14 days after your purchase (if you haven’t or couldn’t started the course).
11. PERSONAL DATA, COOKIES AND CONTACTING YOU
11.4 We will use the latest contact details you have provided to us whenever we are required to give you any notice under these Terms or otherwise need to contact you. For that reason, it is important that you keep us updated with any changes to your contact details, as we will not be responsible if you do not receive any communication from us because your contact details have changed but you failed to update us.
12.1 We may update, change or replace the Velawoods English Services and/or the Software and/or the Website from time to time and at any time. However, please note that we do not commit to regularly review and update any content in or on the Velawoods English Services and/or the Software and/or the Website and as such, certain content may be out of date at any given time.
12.2 You have the right to cancel or stop using your Subscription and/or Learning Materials at any time in accordance with Section 10, including if you dislike any updates, changes or replacements which we may make in accordance with Section 12.1.
12.3 We will aim to tell you in advance on the Website before the Velawoods English Services and/or the Software and/or the Website are changed. However, we do not commit to doing so. It is your responsibility to regularly check our Website so that you are aware of any changes.
13.1 Access to the Website for general browsing and/or for any free trial is made available free of charge. However, if you wish to access a Subscription, any Learning Materials or use a Gift Card then Charges are payable to us before you do so (as explained at Section 9 above).
13.2 Where you are accessing the Website for general browsing or for a free trial:
(a) we make no guarantee that the Velawoods English Services the Software and/or the Website will be free from errors or omissions, or that they or any of them will be made available to you on an uninterrupted basis; and
(b) we may suspend, withdraw, discontinue or change all or any part of the Velawoods English Services, the Software or the Website without notice and for any reason.
13.3 If you access a Subscription or Learning Materials for which we receive payment (whether made by you and/or any third party) then Section 13.2 above will not apply to you and:
(a) we will use reasonable endeavours to ensure that the relevant Subscription or Learning Materials (as applicable) will (i) be free from material errors and (ii) be made available to you on a continuous basis subject to planned and emergency maintenance and downtime. However, we do not guarantee this.
(b) we may suspend or withdraw all or any part of your use of the Velawoods English Services and/or the Software and/or the Website in accordance with Sections 15 and 21
(c) we may change all or any part of the Velawoods English Services and/or the Software and/or the Website in accordance with Section 12.1
14.1 We will use our reasonable endeavours to ensure that the Software and the Website are secure and free from viruses and other malicious code, however we do not guarantee this.
14.2 You are responsible for configuring your computer equipment to download the Software and access the Website. As part of that responsibility you must put in place appropriate, up-to date virus protection systems.
14.3 You must not misuse our Website by knowingly introducing viruses or other malicious code. You must not attempt to gain unauthorised access to our Website, the servers on which our Website is hosted or any server, computer or database connected to or accessible via our Website. You must not attack our Website via a denial-of-service attack or a distributed denial-of service attack. By breaching these restrictions, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them and any other relevant information which is available to us. In the event of such a breach, your right to use the Velawoods English Services, the Software and the Website will end immediately.
15.1 You must not disclose to anyone else any user names, access codes or passwords which we provide to you or which you create in connection with the Velawoods English Services or our Website.
15.2 You must immediately inform us using our contact details referred to in Section 3 if you become aware of any actual or suspected loss, theft, publication, third party use or disclosure of any of your user names, access codes, or passwords relating to the Velawoods English Services or our Website.
15.3 You shall be responsible for any unauthorised use of the Velawoods English Services or the Website arising as a result of your failure to comply with the requirements of Sections 15.1 and/or 15.2.
15.4 We shall be entitled to disable your access to the Velawoods English Services, the Software and/or the Website at any time in the event that we become aware of or reasonably suspect any unauthorised use of any of them.
16. INTELLECTUAL PROPERTY RIGHTS
16.1 Where used in these Terms:
Content means all information, profiles, reports, materials, feedback, data (personal and non-personal), responses, submissions, ideas, tags, trademarks, logos, messages, recommendations, text, material, articles, photos, music, videos, posts, comments, e-mail, test scores and other content whether written, electronic, spoken or transmitted via any other medium.
Intellectual Property Rights means:
(a) all (i) patents, patent applications and related patent rights (including divisions, continuations, continuations in-part, renewals, reissues, and extensions thereof) and other rights in inventions; (ii) rights associated with works of authorship including moral rights, copyrights and registrations thereof; (iii) rights relating to the protection of trade secrets and confidential information; (iv) rights relating to the protection of know-how; (v) rights relating to the protection of trademarks, service marks, trade names business names and logos (including rights in goodwill attached thereto); (vi) rights in internet domain names and website addresses; (vii) database rights; (vii) rights in registered and unregistered designs; (viii) semi-conductor topography rights; (ix) other intellectual property rights; and (x) all priority rights related to the foregoing under applicable conventions, in each case subsisting at any time (whether registered or unregistered);
(b) any pending applications or rights to apply for registrations of any of the rights set out in limb (a) that are capable of registration in any state, country or jurisdiction; and
(c) any similar or analogous rights to any of the rights set out in limb (a) in any state, country or jurisdiction.
16.2 We are either the owner or an authorised licensee of all Intellectual Property Rights in the Velawoods English Services, the Software and the Website, including all Content therein (other than User Content). These rights are protected by laws and treaties around the world and we reserve such rights on our own behalf and on behalf of our licensees.
16.3 We grant you a revocable, non-exclusive, non-transferable, non-sub-licensable, limited right to do the following in accordance with the Terms:
(a) use the Software solely for the purpose of accessing and using the Velawoods English Services on your personal computer or personal device; and
(b) access, retrieve, use and display our Website on your personal computer screen or personal device.
16.4 For the purposes of Section 16.3 (a), "use of the Software" means loading the Software into temporary memory or permanent storage on a personal computer or personal device but not installation on a network server for distribution to other computers or devices.
16.5 You may download extracts of any page from our Website for your personal, non-commercial use and reference only to the extent required to make use of the Velawoods English Services provided that you do not modify the paper or digital copies of any materials you have downloaded.
16.6 You may only print extracts from our Website on the pages where the print function is enabled. Any printing is for your personal, non-commercial use and reference only to the extent required to make use of the Velawoods English Services and you must not modify the paper copies of any materials you have printed
16.7 Except as expressly permitted by law, you must not (and shall not permit any third party) to copy, adapt, reverse engineer, decompile or disassemble the Software.
16.8 Other than as set out in Sections 16.3 to 16.6 above, we do not grant you any rights or licenses to use the Velawoods English Services, Website or Software.
16.9 If you print off, copy or download any part of the Velawoods English Services, Website (including all Content other than User Content) or Software in breach of these Terms, your right to use the Velawoods English Services, Website and Software will cease immediately and you must, at our option, return, delete and/or destroy any prints, copies and downloads (and certify to us that you have done so).
16.10 You acknowledge that the names, images and logos identifying the Velawoods English Services (including, without limitation, the Velawoods English and Velawoods logos and trade marks), our affiliated companies (including, without limitation, Cambridge University Press and/or Cambridge English Language Assessment), our licensors and their products and services are owned by us, our affiliated companies or our licensors (as applicable). You may not use them without the prior written consent of us and/or our affiliated companies and/or our licensors (as applicable).
16.11 You must not use any part of the Velawoods English Services, Website (including all Content other than User Content) or Software for commercial purposes without obtaining a licence to do so from us and/or our licensors (as applicable) before doing so.
17. YOUR USER CONTENT
17.1 You may use the Velawoods English Services and the Website only for lawful purposes. You may not use the Velawoods English Services or the Website:
(a) in any way that breaches any applicable law or regulation (in any jurisdiction)
(b) in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect
(c) for the purpose of harming or attempting to harm minors in any way
(d) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam)
(e) to knowingly transmit any data, sent or upload any material that contains viruses or other harmful code
17.2 We will treat any Content which you post, upload or input via the Software or the Website (in each case whether in writing, verbally or electronically) (User Content) as non-confidential and non-proprietary. You grant us a non-exclusive, perpetual and royalty free, worldwide licence to use, store and copy your User Content and to distribute and make it available to third parties and to authorise other third parties to do so. You also agree to waive your moral rights in all your User Content, meaning that we shall not be required to acknowledge you as the author of your User Content.
17.3 You represent and warrant to us on an ongoing basis that you:
(a) are the owner or authorised licensee of all your User Content;
(b) have all necessary rights (including, but not limited to, all Intellectual Property Rights) and consents required to publish your User Content and to grant us the rights in the User Content as set out in these Terms;
(c) have obtained all required permissions and consents from any third party whose personal information is included in your User Content; and
(d) will ensure that your User Content complies with our Content Standards (as set out in Section 18 below).
17.4 You agree to make your User Content available to us without payment or other compensation to you. We may, at our sole discretion and without notice, access, delete, edit or remove any User Content on the Software or the Website.
17.5 You agree to indemnify us and keep us indemnified on demand against all loss and damage suffered by, incurred by or awarded against us and/or our affiliates arising out of or in relation to User Content which does not comply with our Content Standards (as set out in Section 18 below).
17.6 We will not be responsible or liable to you or any third party for the content or accuracy of any User Content posted or uploaded by you or any other user of the Velawoods English Services, the Software or the Website.
17.7 We have the right to remove any of your User Content and/or to suspend or permanently disable your use of any feature allowing the posting or uploading of User Content for any reason including if, in our opinion, your User Content does not comply with our Content Standards (as set out in Section 18 below) or is liable to cause loss, damage or distress to us or any third party.
17.8 The views expressed by other users of the Velawoods English Services, the Software and/or the Website do not represent our views or values and are not endorsed or verified by us. As such, we will not be liable to you for any reliance which you place on any user posted content and you should exercise caution when doing so.
17.9 If you wish to make a complaint or report any concerns about any Content on the Website then please contact us in accordance with Section 3 above.
18. CONTENT STANDARDS
18.1 These content standards apply to any and all User Content which you contribute to the Velawoods English Services and/or the Software and/or the Website and to any interactive services associated with these.
18.2 You must comply with the spirit and the letter of the following standards as a condition of being allowed to use the Velawoods English Services, the Software and the Website. The standards apply to each part of any User Content as well as to its whole.
18.3 Your User Content must:
(a) be accurate (where it states facts); or
(b) be genuinely held (where it states opinions); and
(c) comply with applicable law and regulations in the United Kingdom and in any country from which it is posted.
18.4 Your User Content must not:
(a) contain any material which is defamatory, obscene, offensive, hateful or inflammatory;
(b) infringe any Intellectual Property Right of any other person;
(c) be threatening, abusive or aggressive;
(d) be used to impersonate any person, or to misrepresent your identity or affiliation with any person; or
(e) give the impression that it emanates from us, if this is not the case.
19. LIMITATION OF OUR LIABILITY
19.1 Nothing in the Terms excludes or limits our liability for:
(a) death or personal injury arising from our negligence;
(b) our fraud or fraudulent misrepresentation, or
(c) any other liability that cannot be excluded or limited by law,
and each Section of the Terms shall be read as being subject to this Section 19.1.
19.2 To the fullest extent permitted by law, we expressly exclude all conditions, warranties, representations or other terms which may otherwise apply to the Velawoods English Services, the Software and the Website, whether express or implied by statute, common law or equity.
19.3 Except as expressly set out in the Terms, we give no warranty that the Velawoods English Services, the Software or the Website will be provided uninterrupted or error-free, or that errors will be corrected, or that the Velawoods English Services, the Software or the Website will be accurate, relevant or appropriate for your circumstances, purposes or requirements.
19.4 We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
(a) use of, or inability to use, the Website;
(b) use of, or reliance on, any Content displayed on the Website;
(c) matters which are outside of our reasonable control including failure of machinery, equipment (including hardware), software, telecommunication networks or infrastructure or the acts of any governmental or regulatory authority; or
(d) any virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, personal equipment, software programs, data or other proprietary material due to your use of the Website or to your downloading of any Content on it, or on any website linked to it.
19.5 If purchase or use a Subscription, Learning Material or Gift Card acting in a business capacity, then:
(a) we will not be liable to you or any third party for any:
(i) loss of profits;
(ii) loss of sales;
(iii) loss of business;
(iv) loss or revenue;
(v) business interruption;
(vi) loss of anticipated savings;
(vii) loss of, damage to or corruption of data (including the cost of restoring any lost, damaged or corrupted data);
(viii) loss of business opportunity;
(ix) loss or damage to goodwill or reputation; or
(x) any indirect or consequential loss or damage of any kind; and
(b) our maximum liability to you in respect of any and all claims shall be limited to £100 (one hundred pounds); and
(c) if you wish to make any claim against us in relation to the Velawoods English Services or these Terms you must tell us in writing (using our contact details referred to in Section 3) and provide full details of your claim and alleged losses within 3 months after you become aware of the circumstances giving rise claim.
19.6 If you purchase or use a Subscription, Learning Materials or a Gift Card acting in a consumer capacity, then:
(a) we provide the Subscription, Learning Materials or Gift Card (as applicable) to you for your domestic and private use only;
(b) you agree not to use the Velawoods English Services, the Software or the Website for any commercial or business purposes;
(c) we will not be liable to you or any third party for any indirect or consequential loss or damage of any kind;
(d) we accept liability to you for direct loss or damage which:
(i) you suffer as a result of our failure to provide the Subscription Learning Materials or Gift Card (as applicable) to you in accordance with these Terms; and/or
(ii) we cause to your hardware or software as a result of your use of the Subscription,
provided that you take reasonable steps to minimise the impact of our failure; and
(e) our maximum financial liability to you in respect of any and all claims in connection with a monthly recurring subscription shall be limited to the greater of:
(i) £100 (one hundred pounds); and
(ii) the Charges payable for one month of that monthly recurring subscription;
(f) our maximum financial liability to you in respect of any and all claims in connection with any other Subscription (including a multi-month bundled subscription)¸a Gift Card or any Learning Materials shall be limited to the lesser of:
(i) £100 (one hundred pounds); and
(ii) the Charges payable for that Subscription, Gift Card or Learning Materials (as applicable).
19.7 If neither Section 19.5 or 19.6 applies to you (by way of example if you are generally browsing on our Website or accessing a free trial) then as we are not receiving any payment from you or from any third party, we will not be liable to you or any third party for any direct or indirect loss or damage of any kind, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with your use or inability to use the Velawoods English Services and/or the Software and/or the Website and you acknowledge and agree that this Section is fair and reasonable given that the Velawoods English Services, the Software and the Website are made available free of charge.
19.8 We assume no responsibility for the content of websites linked via the Software or the Website. Such links do not constitute endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of any website linked via the Software or the Website.
19.9 If any Section of our Terms (including the limitations and exclusions on our liability as set out in this Section 19 above) is found to be invalid or unenforceable then that shall not affect the validity or enforceability of any of the other Sections which shall continue to apply.
20. LIABILITY AND PURCHASES VIA AUTHORISED RESELLERS
20.1 You may decide to purchase a Subscription, Gift Card or Learning Materials from a third party independent of us who has been authorised to sell our Velawoods English Services on its own behalf (an Authorised Reseller). In such circumstances:
(a) the contract for the provision of such Subscription, Gift Card or Learning Materials (as applicable) will be between you and the applicable Authorised Reseller and we will not be a party to that contract or have any liability to you or that Authorised Reseller under it nor will we be liable to you for the acts, omissions or statements of that Authorised Reseller. That means, for example, if you have a complaint about what you have purchased or you wish to claim a refund, you must contact the Authorised Reseller and not us; and
(b) you must still comply with your obligations under these Terms which you owe to us. In particular, you must comply with your obligations and the restrictions regarding your access to and use of the Velawoods English Services, the Software and the Website and the submission of User Content. If you breach any such obligations or restrictions then we shall be entitled to enforce these Terms directly against you.
21. SUSPENSION OR TERMINATION
21.1 If you are browsing the Website and/or accessing any free trial:
(a) you may stop browsing the Website and/or accessing the free trial at any time; and
(b) as we provide the Velawoods English Services, the Software and the Website without charge to you, you acknowledge that we may suspend or terminate your use of the whole or any part of the Velawoods English Services, the Software and/or Website at any time without any notice or refund or liability to you.
21.2 If you are using any Learning Materials you may stop using such Learning Materials at any time.
21.3 In relation to any Subscription:
(a) you can cancel that Subscription by notifying us in writing in accordance with Section 10; and
(b) your right to access that Subscription will end on the earliest of:
(i) any end date we give you for completing that Subscription ;
(ii) the date upon which we become aware you have not logged onto your Subscription for 6 (six) months or more;
(iii) the date on which you fail to download the latest Software release and/or satisfy our Minimum Technical Requirements in accordance with Section 4.2;
(iv) the date on which you cancel that Subscription in accordance with Section 1010.1; or
(v) the date on which we exercise any termination right available to us under these Terms.
21.4 We shall be entitled to suspend or terminate your use of the whole or any part of the Velawoods English Services, the Software and/or Website at any time, without refund, if you breach any of your obligations under these Terms.
21.5 Whilst we undertake to make each Subscription and Learning Material available until their applicable end dates, we do not guarantee this and we reserve the right to discontinue any Subscription or Learning Materials at our discretion. If we discontinue a Subscription or Learning Material before you have used or completed it, we aim to provide you with a replacement of equivalent value.
21.6 If we terminate any part of the Velawoods English Services, the Software and/or Website, our Terms shall continue to apply to the parts which we have not terminated.
21.7 If we terminate the whole of the Velawoods English Services:
(a) any provision of our Terms that expressly or by implication is intended to come into or continue in force on or after termination of the Velawoods English Services shall remain in full force and effect;
(b) the termination shall not affect any accrued rights or obligations up to the date of termination;
(c) all rights granted to you in relation to the Velawoods English Services shall end;
(d) you must cease all activities we have authorised you to perform under Section 16; and
(e) we may terminate your account relating to the Velawoods English Services or our Website.
22.1 Our Terms are between you and us. No other person shall have any rights to enforce any of our Terms.
22.2 The rights and obligations applicable to you under our Terms are personal to you and you may not transfer those in any way to any third party without our prior consent.
22.3 We may assign, transfer and/or sub-contract all or any of our rights and/or obligations under our Terms.
22.4 If we fail or delay in enforcing any right under our Terms then that does not mean that we have waived our right to do so and that will not prevent us from subsequently exercising that right or any other right in the future. A waiver of any right will only be valid if made by us in writing and then only to the extent specified in that written waiver.
22.5 Headings in our Terms are for convenience only and will have no legal meaning or effect.
22.6 Each of the Sections and sub-sections of our Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining Sections and/or sub-subsections (as applicable) will remain in full force and effect.
22.7 Entire Agreement:
(a) Our Terms set out the entire agreement and understanding between you and us, and supersede all proposals and prior agreements, arrangements and understandings between you and us, relating to their subject matter.
(b) You acknowledge that by agreeing to our Terms you have not relied on any representation, warranty, collateral contract or other assurance (except those set out in our Terms) made by or on behalf of us at any time. You agree to waive all rights and remedies which, but for this Section 22.7, might otherwise be available to you in respect of any such representation, warranty, collateral contract or other assurance.
(c) Nothing in this Section 22.7 limits or excludes any liability for fraud or fraudulent misrepresentation.
23. GOVERNING LAW
The Terms, their subject matter and formation are governed by the laws of England and Wales. You and we agree that any disputes arising out of or in connection with the Terms (including non-contractual claims) will be dealt with by the courts of England and Wales. However, nothing in the Terms limits our right to bring proceedings against you in any other country.