Segna Limited, trading as CoffeeAI, a New Zealand company, company number 7499516 (“CoffeeAI”,“we”, “us” or “our”) provides tools that which include, but are not limited to, the generation of emails, LinkedIn messages, and other textual content meant for transmission through various means, as well as our integrations into third-party software platforms.
2. ACCEPTANCE OF TERMS AND CONDITIONS
a. These Terms and Conditions are the terms on which CoffeeAI offers you access to, and use of, the Services, Website, technologies and Application (together, the “Products”). By creating an account with CoffeeAI, clicking create new account, or accessing and using any of the Products:
i. you agree to these Terms and Conditions and confirm that you understand them and agree to be bound by them; and
ii. where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorized to, and do in fact, agree to these Terms and Conditions on that person’s behalf and that, by agreeing to these Terms and Conditions on that person’s behalf, that person is bound by these Terms and Conditions.
b. If you do not accept these Terms and Conditions, you must immediately refrain from using the Products.
3. AMENDMENT OF TERMS AND CONDITIONS
a. We may amend these Terms and Conditions from time to time by notifying you of the change by email or by posting a notice on the Website. Unless otherwise stated, amendments will be effective immediately upon posting of the amended Terms and Conditions to the Website, Application or Services or the date set out in the notice. You are responsible for ensuring you are familiar with the latest Terms and Conditions. Your continued use of the any of the Products from the date on which the Terms and Conditions are amended represents your acceptance of the Terms and Conditions as amended.
b. These Terms and Conditions were last updated on 2nd October 2023.
a. CoffeeAIis bound by the New Zealand Privacy Act 2020, as well as any other similar legislation that may bind us in other jurisdictions.
b. You agree and acknowledge that CoffeeAImakes use of data storage and processing providers in a number of different countries.
c. You agree and acknowledge that CoffeeAI may transfer any Data you provide to any other country, on the basis that it is required to do so to provide the Products. Unless otherwise required under the Data Processing Addendum, CoffeeAI will not otherwise seek your consent to make such a transfer, and will not need to notify you of any change in where it stores or processes Data.
In these Terms and Conditions:
“Application” means any CoffeeAI software application through which the Services may be offered;
“Confidential Information” means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Products. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the Application. Your Confidential Information includes the Data;
“Data” means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Products;
“Data Processing Addendum” means the data processing addendum attached to these Terms and Conditions, including its Schedules;
“Fees” means the applicable fees set out on our pricing page on the Website at https://www.get-coffee.ai/pricing, on your dashboard on the Website or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 15b;
“including” and similar words do not imply any limit;
“Intellectual Property Rights” includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. “Intellectual Property” has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property;
“Objectionable” includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way;
a “party” includes that party’s permitted assigns;
“person” includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity;
“personal information” means information about an identifiable, living person, and includes personal data, personally identifiable information and equivalent information under applicable privacy and data protection laws;
“Personnel” includes officers, employees, contractors and agents, but a reference to your personnel does not include us;
“Services” means any one or more of the services offered by CoffeeAI or CoffeeAI’s wholly or majority owned subsidiaries, from time to time;
“Terms and Conditions” means these terms and conditions titled “CoffeeAI Terms and Conditions”;
“Underlying Systems” means the IT solutions, systems and networks (including software and hardware) used by us to provide the Products, including any third party solutions, systems and networks;
“Website” means any CoffeeAI website through which the Services are offered. In addition it includes any other method of accessing the Services over the Internet, even if accessed through another method that does not utilize the WorldWideWeb;
“Working Day” means any day in Auckland, New Zealand that is not a Saturday, Sunday, public holiday, or falls on or between 25 December and 5 January;
“you” or “your” means you, or, if clause 2aii applies, both you and the other person on whose behalf you are acting;
a reference to the singular includes the plural, and vice versa; and
a reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.
a. Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms and Conditions.
b. You expressly understand and agree that:
i. your use of the Products is at your sole risk. The Products are provided on an "as is" and "as available" basis. To the maximum extent permitted by law and without limiting this clause, CoffeeAI disclaims and excludes all implied conditions, guarantees or warranties, including any warranties of merchantability, fitness for a particular purpose, and non-infringement;
ii. to the maximum extent permitted by law, CoffeeAI does not warrant that:
A. the Products will be uninterrupted, timely, secure, error free or free of viruses or other harmful code;
B. the Products will meet your requirements or be suitable for a particular purpose; or
C. any information (including feedback) provided via the Products is error-free or reliable;
iii. no advice or information that is obtained by you from CoffeeAI or anyone else shall create any warranty by CoffeeAI that is not expressly stated in the Terms and Conditions;
iv. the effectiveness of the Products is largely dependent on the quality and quantity of the Data. As such CoffeeAI does not warrant the accuracy or usability of the Products; and
c. You agree and represent that you are accessing and using the Products, and accepting these Terms and Conditions, for the purpose of trade. The parties agree that:
i. to the maximum extent permissible by law, no consumer protection laws apply to the provision of the Products or these Terms and Conditions; and
ii. it is fair and reasonable that the parties are bound by this clause 6c.
d. Where legislation or rule of law implies into these Terms and Conditions a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms and Conditions. However, our liability for any breach of that condition or warranty is limited, at our option, to:
i. supplying the Product again; and/or
ii. paying the costs of having the Product supplied again.
7. USE OF DATA
a. Our platform's Services include the capacity to learn and adapt based on the form and content of the text you generate, as well as the performance metrics of those emails, such as open rates and reply rates.
b. We store the Data of any text you generate through our platform or add to our platform.
c. We use Data relating to the success of text you generate through our platform and integrations (e.g., open rates, reply rates) to enhance and improve the text we generate in the future.
d. You expressly understand and agree that:
i. we may monitor the form and content of the Data provided and how you utilize that Data;
ii. while we learn from your Data, we will not make copies of your Data outside of your knowledge or control;
iii. we may use anonymized and aggregated Data derived from the analysis of your Data and usage (“Analytical Data”) for our internal research and product development purposes, as well as for statistical analysis to identify trends and insights;
iv. our rights to use Analytical Data, as described in clause 7fiii above, will persist even after the termination or expiry of these Terms and Conditions;
v. title to, and all Intellectual Property Rights in, Analytical Data remain our property;
vi. you must not deliberately provide any Data, and/or use the Data in such a way, in an attempt to negatively impact our Products.
e. To the extent Data contains personal information:
i. you acknowledge and agree that, in collecting, holding and processing that information through the Products, we are acting as your agent and/or as a data processor and/or as a service provider for the purposes of applicable privacy and data protection laws;
ii. the Data Processing Addendum applies to that information; and
iii. you must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms and Conditions and the Data Processing Addendum.
f. You also grant to CoffeeAI a non-exclusive, worldwide, perpetual, royalty free right to exercise all copyright and publicity rights with respect to your company name and logo for the purpose of advertising and publicizing CoffeeAI products and services including but not limited to on the site, in client lists and in CoffeeAI marketing materials.
GENERAL CONDITIONS OF USE
8. LIMITATION OF LIABILITY
a. You agree that, to the maximum extent permitted by law, any and all liability and responsibility of CoffeeAI to you or any other person under or in connection with these Terms and Conditions, or in connection with the Products, or your use of or inability to use the Products, is excluded regardless of whether such liability arises in contract, tort (including negligence), equity, breach of statutory duty or otherwise. CoffeeAI’s liability and responsibility is excluded in respect of any and all loss or damage, whether direct or indirect, including loss of profits, loss of data, loss of business or anticipated savings, loss of goodwill, general and special damages, and consequential and incidental loss.
b. We provide the Products but, as the Products are based on the Data you provide, you agree that we are not responsible for any consequence that may occur from you relying on our Products or their outputs. You release us from all liability relating to your reliance on the Products or their outputs.
c. If it is found that we are liable to you in any way, you agree that the liability will be limited to the amount that you paid us in the 30 days prior to the first event giving rise to liability.
d. This clause 8 does not apply to limit our liability under or in connection with these Terms and Conditions for:
i. personal injury or death;
ii. fraud or wilful misconduct; or
iii. a breach of clause 10.
e. Neither party will be responsible, liable, or held to be in breach of these Terms and Conditions for any failure to perform its obligations under these Terms and Conditions or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms and Conditions, or by the negligence or misconduct of the other party or its Personnel.
f. Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms and Conditions or the Products.
You release, indemnify and keep CoffeeAI (and our employees) indemnified from and against all actions, claims, costs (including the actual legal fees charged by our solicitors and expenses), losses, proceedings, damages, liabilities, or demands suffered or incurred by us arising out of or in connection with:
a. any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading;
b. your failure to comply with these Terms and Conditions or your failure to comply with legislation in any jurisdiction in which you operate; or
c. any issue arising out of your use of the Products.
a. Each party must, unless it has the prior written consent of the other party:
i. keep confidential at all times the Confidential Information of the other party;
ii. effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
iii. disclose the other party’s Confidential Information to its Personnel or professional advisors on a “need to know basis” only and, in that case, ensure that any Personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 10ai and ii.
b. The obligation of confidentiality in clause 10a does not apply to any disclosure or use of Confidential Information:
i. for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms and Conditions;
ii. required by law (including under the rules of any stock exchange);
iii. which is publicly available through no fault of the recipient of the Confidential Information or its Personnel;
iv. which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
v. by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 10.
INTENTION TO USE SERVICES
11. CREATING AN ACCOUNT
Any party may request to create an account. The account may be on behalf of a company, or for an individual.
12. ACCURACY OF ACCOUNT INFORMATION
a. You warrant that you have provided complete, accurate, and current information when creating an account. You must maintain and update your personal information held by CoffeeAI to ensure it is kept current at all times. CoffeeAI may contact you to verify these details.
b. You must not register multiple accounts without the express written permission of CoffeeAI.
13. ACCOUNT SECURITY
You are responsible for keeping your login information, including your email address and password, secret and secure. Without limiting the foregoing, you agree:
a. not to permit any other person to use your user name or account. If the account is for a company, you agree not to permit the use of the account by anyone outside of your company;
b. not to disclose, or provide to any other person except to members of your company if it is a company account, any information, including your password, that may allow them to gain access to your account; and
c. that you are solely responsible for the security of your account. You agree that we can consider any activities of your account to be actions taken under your authority. This includes any Fees incurred by your account.
14. YOUR OBLIGATIONS
a. You and your Personnel must:
i. use the Products in accordance with these Terms and Conditions solely for:
A. your own internal business purposes; and
B. lawful purposes; and
ii. not resell or make available the Products to any third party, or otherwise commercially exploit the Products.
b. When accessing the Products, you and your Personnel must:
i. not impersonate another person or misrepresent authorisation to act on behalf of others or us;
ii. correctly identify the sender of all electronic transmissions;
iii. not attempt to undermine the security or integrity of the Underlying Systems;
iv. not use, or misuse, the Products in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Products;
v. not attempt to view, access or copy any material or data other than:
A. that which you are authorised to access; and
B. to the extent necessary for you to use the Products in accordance with these Terms and Conditions; and
vi. neither use the Products in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.
c. A breach of any of these Terms and Conditions by your Personnel is deemed to be a breach of these Terms and Conditions by you.
d. You are responsible for procuring all licences, authorisations and consents required for you and your Personnel to use the Products, including to use, store and input Data into, and process and distribute Data through, the Products.
a. CoffeeAI charges Fees for the use of its Services. Fees can be charged in several ways:
i. monthly or annually;
ii. up to a set message count; and
iii. after any set count, on a pay-as-you-go basis.
b. CoffeeAI reserves the right to change the Fees for any of our Services at any time. You will be provided at least 28 days’ notice of any such change. If you are on a fixed term agreement then, subject to the terms of that agreement, your Fees will not change until the end of that agreement.
c. Through the Website, you will have access to a dashboard showing information about Fees, invoices, and other account details.
d. In the event that we introduce a new Service, the Fees for that Service are effective at the launch of the Service, unless otherwise stated.
e. An additional sales tax may be payable on Fees, dependent on where you are located.
f. You must pay CoffeeAI the Fees. Unless otherwise agreed in writing, all Fees are payable within 20 Working Days of an invoice being provided by CoffeeAI. Any amounts unpaid after that date will be considered overdue. An invoice may be provided by email or be made online through your account. While we will endeavour to send you an invoice, you agree that the invoice being available on your account can be considered as the invoice being provided to you.
g. CoffeeAI reserves the right to charge 2% per month interest and administration fee, calculated daily, on all overdue amounts. Interest will be calculated from the date the invoice was provided through to the date that it was paid.
16. ELECTRONIC COMMUNICATION
a. CoffeeAI may send you electronic communication relating to your use of the Products, and for promoting and marketing other CoffeeAI services to you. CoffeeAI may also send regular electronic communications to you. Electronic communication that is not required to facilitate your use of the Products will contain clear instructions for how you can unsubscribe from receiving those communications.
b. While CoffeeAI will comply with the New Zealand Unsolicited Electronic Messages Act 2007 (the “Act”), any messages that must be sent to facilitate the delivery of the Products will be sent, even if you have unsubscribed from communications, as these are not considered as a commercial electronic message as per s6(b)(ii) and s6(b)(iv) of the Act.
17. SUSPENSION/TERMINATION OF ACCESS
a. CoffeeAI reserves the right to decline to register, or suspend or terminate your account without entering into further discussions with you if you breach any of our Terms and Conditions.
b. In addition, CoffeeAI reserves the right to terminate your account and your right to access and use the Products without cause on at least [30 days’] notice to you. If you have a monthly or annual subscription to the Services, termination will only take effect at the end of the then-current subscription period.
c. You agree that CoffeeAI decision made under clause 17a or 17b is final and is at the sole discretion of CoffeeAI. CoffeeAI is not required to provide you with any reason as to why such action was taken.
d. If you have registered multiple accounts, even with our consent, we may, at our sole discretion, disable some or all of your accounts if you are found to be in breach of the Terms and Conditions (through any one of your accounts).
e. When limiting your access to the Products, CoffeeAI may consider other conduct such as insolvency, or any other conduct that puts our goodwill or systems at risk. In the event of termination, you also agree that you will not open or attempt to open any new CoffeeAI accounts without our knowledge of your involvement.
f. You may terminate your account by giving us 10 Working Days’ notice in writing. Any outstanding payments will remain payable.
g. If you close your account, or if it is terminated by CoffeeAI , your ability to use the Products will end on expiry of the relevant notice period (if any). If you decide to terminate your CoffeeAI account, you are responsible for ensuring that you have retrieved any Data that you need before you close your account. CoffeeAI is not liable to you for any loss of Data in connection with your access to the Products being removed.
h. Should your access to the Products be removed, CoffeeAI will use its reasonable endeavours to provide you with access to any Data that it believes, at its sole discretion, keeps both your Data, and the data of others, safe.
i. Any Fees incurred will immediately become due on the termination of your account.
j. Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of these Terms and Conditions but subject to clause 10, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.
18. SYSTEM INTEGRITY AND THIRD PARTY SERVICES
a. Subject to clause 18b, CoffeeAI will use its reasonable endeavours to ensure the availability of the Products during normal business hours in New Zealand/on a 24/7 basis. However, it is possible that on occasion the Products may be unavailable to permit any maintenance or other development activity to take place, or where an event outside CoffeeAI’s reasonable control occurs. However, CoffeeAI takes no responsibility for any system unavailability, or for any loss that is incurred as a result of the Products being unavailable. Furthermore, CoffeeAI assumes no responsibility for the corruption of any Data held by CoffeeAI.
b. Through the use of web services and APIs, the Products interoperate with a range of third party service features. We do not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.
19. DISPUTE RESOLUTION
a. Where a dispute arises between you and CoffeeAI (“the parties”), the complainant will set out in writing the nature of the dispute.
b. Both parties will make every effort to resolve the dispute by mutual negotiation.
c. In the event that the parties are unable to reach a resolution of the dispute within twenty (20) Working Days of the dispute first being raised by one party with the other, either party may by notice in writing (“the Arbitration Notice”) notify the other party that it seeks to have the dispute resolved by arbitration.
d. If the parties have not agreed within ten (10) days of the issue of the Arbitration Notice on the choice of a mediator, then either party may suggest an arbitrator. If an arbitrator cannot be agreed, either of them may at any time apply to the Chairperson for the time being or other proper officer of the New Zealand Law Society to nominate an arbitrator for the purpose of the dispute. The nominated arbitrator will be appointed on nomination.
e. The proceedings of the arbitrator will be as is consistent with the proper conduct of the matter and shall allow the arbitrator to communicate privately with the respective parties and their lawyers. The arbitrator may co-opt other expert assistance.
f. In any arbitration the following shall apply:
i. everything that occurs before the arbitrator will be in confidence and in closed session;
ii. each party to the arbitration shall be given proper opportunity to present its case;
iii. the arbitrator shall be required to act fairly, in good faith and without bias for the purpose of seeking a resolution of the dispute, with consideration given to the need for CoffeeAI to maintain the integrity of its name and Products, and with consideration to CoffeeAI's other customers;
iv. the parties to the arbitration and the arbitrator shall co-operate with a view to the arbitration being determined as speedily as possible;
v. the arbitrator may not consolidate more than one person’s claim and may not otherwise preside over any form of class, collective or representative proceeding;
vi. the costs of the arbitrator will be borne by the parties equally unless otherwise agreed or determined by the arbitrator and the parties shall grant immunity from liability to the arbitrator;
vii. the parties to the arbitration shall each report back to the arbitrator within ten (10) Working Days of the end of the arbitration hearings on actions taken, based on the outcome of the arbitration;
viii. subject to the other provisions of this clause, the arbitrator shall have the right to determine procedures relating to the conduct of the arbitration; and
ix. any arbitration will be conducted in Auckland, New Zealand.
g. The parties may by agreement in writing between them agree to extend any of the time periods referred to in the previous provisions of this clause and, if they do, the extended time periods shall apply and be binding on the parties in substitution for the relevant time period contained in this clause.
h. Nothing contained in these provisions shall prevent a party from seeking injunctive relief from an appropriate Court, where failure to obtain such relief would cause irreparable damage to the party concerned. Further, these dispute resolution procedures will not apply to events giving rise to rights to the immediate termination of an account or access to the Products.
20. FORCE MAJEURE
CoffeeAI has no liability for any lack of performance, unavailability or failure of the Products, or for any failure of CoffeeAI to comply with these Terms and Conditions where the failure arises (whether directly or indirectly) from any cause or event reasonably beyond the control of CoffeeAI.
21. NO WAIVER OF RIGHTS
If we do not exercise or enforce any right available to us under these Terms and Conditions, it does not constitute a waiver of those rights or our right to act with respect to subsequent or similar breaches.
22. PARTIAL INVALIDITY
If any provision of these Terms and Conditions becomes or is held to be invalid, unenforceable or illegal for any reason, and in any respect, that provision shall be severed from the remaining Terms and Conditions, which shall continue in full force and effect.
23. GOVERNING LAW
These Terms and Conditions are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand.
24. INTELLECTUAL PROPERTY RIGHTS
a. Subject to clause 24b, title to, and all Intellectual Property Rights in, the Products (including text, graphics, logos, icons, video and sound recordings) and all Underlying Systems is and remains our property (and our licensors’ or suppliers’ property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
b. Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property. Subject to the Data Processing Addendum, you grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms and Conditions.
c. To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Products.
d. You may not, without our prior written permission, in any form or by any means:
i. adapt, reproduce, copy, sell, distribute, print, display, perform, publish or create derivative works from any part of the Products; or
ii. use the Products in an attempt to reverse engineer or access our Products for any purpose other than for the purpose that we provide them to you; or
iii. commercialise, copy, or on-sell any information, or items obtained from any part of the Products.
e. If you provide us with ideas, comments or suggestions relating to the Products or Underlying Systems (together “feedback”):
i. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
ii. we may use or disclose the feedback for any purpose.
f. You acknowledge that the Products may link to third party websites or feeds that are connected or relevant to the Products. Any link from the Products do not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.
25. INDEPENDENT CONTRACTOR
Subject to clause 7fi, we are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms and Conditions.
If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing firstname.lastname@example.org.
Subject to clauses 3a and 15b, any variation to these Terms and Conditions must be in writing and signed by both parties.
28. SURVIVING CLAUSES
Clauses which, by their nature, are intended to survive termination of these Terms and Conditions, continue in force.
29. ENTIRE AGREEMENT
These Terms and Conditions supersede all previous conditions, understandings, commitments, agreements and representations whatsoever whether oral or written, and constitutes the entire agreement between the parties relating to the subject matter of these Terms and Conditions. The parties have not relied on any representation, warranty or agreement relating to the Products that is not expressly set out in these Terms and Conditions, and no such representation, warranty or agreement has any effect from the date that you create an account or first access or use the Products. The parties agree that it is fair and reasonable that the parties are bound by this clause 29.
30. NO ASSIGNMENT
You may not assign, novate, subcontract or transfer any right or obligation under these Terms and Conditions without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms and Conditions despite any approved assignment, subcontracting or transfer.