Please read carefully before purchasing or using Cuedini.
Cuedini Terms and Conditions of Use Last updated: 13 March 2026 | Version 4.0 IMPORTANT: By installing, activating, or using this Software you agree to be legally bound by these Terms in full. These Terms contain significant limitations on liability, including in relation to connected hardware, equipment damage, and losses arising from live event environments. Please read them carefully before use. If you do not agree, do not install or use the Software. 1. Definitions In these Terms, the following definitions apply: • "Cuedini Ltd" or "we" or "us" or "our" means Cuedini Ltd, a company registered in England and Wales, and the developer and owner of the Software. • "Software" means the Cuedini desktop application, including all associated files, modules, plugins, scripts, updates, patches, documentation, and any beta or pre-release components provided under these Terms. • "Licence" means the right to use the Software granted to you under these Terms, whether as a Perpetual Licence or a Subscription Licence. • "Perpetual Licence" means a one-off payment licence that grants you the right to use the specific Software version purchased indefinitely, as further described in Section 5. • "Subscription Licence" means a time-limited licence that grants you the right to use the Software for the duration of a paid Subscription period, as further described in Section 5. • "Licence Type" means either a Perpetual Licence or a Subscription Licence, as specified at the point of purchase and confirmed in your order confirmation. • "Licensee", "you", or "your" means the individual or legal entity that has purchased, activated, or is using the Software. • "Seat" means a single licensed installation of the Software on a single Authorised Device. • "Authorised Device" means a computer or device owned or controlled by you on which the Software is lawfully installed and activated under these Terms. • "Connected Equipment" means any hardware, device, server, console, interface, or system connected to or communicating with the Software, including but not limited to lighting consoles (including grandMA2/3, Hog, Eos, and similar), media servers (including Resolume Arena, Disguise d3/rx, Hippotizer, and similar), audio interfaces (including Focusrite Scarlett and similar), video hardware, LED processors, pyrotechnic controllers, laser controllers, DJ equipment (including Pioneer CDJ/XDJ and similar), network switches, and any other hardware that sends or receives data signals to or from the Software. • "Integration Protocol" means any signal, communication protocol, or data format used by the Software to interact with Connected Equipment, including but not limited to Art-Net, DMX512, sACN, OSC, SMPTE LTC, MIDI, TCP/IP, UDP, HTTP/REST APIs, TCNet, ProDJ Link, and any proprietary protocols. • "Show Environment" means any live event, touring production, festival, broadcast, recording session, rehearsal, pre-visualisation session, or any professional or commercial activity in which the Software is used. • "Third-Party Software" means any software, firmware, operating system, driver, or application not developed by Cuedini Ltd that interacts with or is used alongside the Software. • "Loss" means any loss, damage, cost, expense, liability, claim, or proceeding, whether direct, indirect, special, consequential, or otherwise. • "Major Version" means a release of the Software designated by a change in the first version number (e.g. 1.x to 2.x), which may introduce significant new features or changes not included under a Perpetual Licence. 2. Acceptance of Terms By downloading, installing, activating, or using the Software in any manner, you confirm that: • You have read, understood, and agree to be bound by these Terms in their entirety; • You have the legal authority to enter into this agreement on behalf of yourself or the organisation you represent; • Where you are accepting on behalf of a company or other legal entity, that entity is bound by these Terms and you accept personal liability if you were not so authorised; • You are at least 18 years of age. If you do not agree to these Terms in full, you must not install, activate, or use the Software and must delete all copies immediately. Continued use of the Software following any update to these Terms constitutes acceptance of the updated Terms. 3. Licence Grant and Permitted Use 3.1 Grant Subject to these Terms and payment of the applicable fee, Cuedini Ltd grants you a non-exclusive, non-transferable, revocable (save in the case of a Perpetual Licence where revocation is limited to breach of these Terms), limited licence to install and use the Software on the number of Authorised Devices permitted by your Licence Type. 3.2 Seat Limits Your Licence covers the number of Seats specified at the point of purchase. You must not install or activate the Software on more devices than your permitted Seat count. Each Seat is for use by a single individual only and must not be shared or used concurrently by multiple people. Additional Seats require the purchase of additional licences. 3.3 Restrictions — All Licence Types Regardless of Licence Type, this Licence does not permit you to: • Sub-licence, sell, resell, rent, lease, transfer, assign, or otherwise commercially exploit the Software or your Licence; • Copy, modify, translate, adapt, or create derivative works based on the Software; • Reverse engineer, decompile, disassemble, or attempt to extract the source code of the Software, except to the limited extent expressly permitted by applicable law that cannot be excluded by contract; • Attempt to bypass, disable, or circumvent any licensing, copy-protection, or activation mechanisms within the Software; • Remove, alter, or obscure any proprietary notices, labels, trade marks, or branding within the Software; • Use the Software to develop a competing product, service, or tool; • Share, publish, or distribute your licence credentials, activation keys, or serial numbers with any third party; • Use the Software in any unlawful manner or in violation of any applicable law, regulation, or third-party right. 4. Licence Compliance and Audit You agree to maintain accurate records of the number of Authorised Devices on which the Software is installed. Cuedini Ltd reserves the right to audit your use of the Software for compliance with these Terms at any time, on reasonable notice. If an audit reveals use in excess of your licensed Seat count or otherwise in breach of these Terms, you shall: • Immediately remedy the breach by purchasing additional Seats or removing excess installations; • Reimburse Cuedini Ltd for all reasonable costs incurred in connection with the audit; • Pay any arrears of fees for unlicensed use. The Software may include technical licence enforcement mechanisms including licence key validation, device fingerprinting, and online activation checks. You must not attempt to circumvent these mechanisms. 5. Licence Types, Pricing, and Payment 5.1 Licence Types Cuedini Ltd offers the Software under two Licence Types. Your Licence Type is confirmed in your order confirmation at the point of purchase. Both Licence Types are subject to all other provisions of these Terms. 5.1.1 Perpetual Licence — Cuedini Ltd may offer a one-off payment Perpetual Licence that grants you the right to use the specific version of the Software purchased, indefinitely, without ongoing fees. A Perpetual Licence does not include access to Major Version upgrades, which may be offered at an additional charge. Minor updates, patches, and bug fixes within the same Major Version may be provided at Cuedini Ltd's discretion. A Perpetual Licence does not include ongoing technical support unless separately purchased. 5.1.2 Subscription Licence — Cuedini Ltd may offer a time-limited Subscription Licence that grants access to the Software and all updates (including Major Versions) released during the Subscription period. A Subscription Licence is billed in advance (monthly or annually as specified at purchase) and will automatically renew at the end of each period unless cancelled in writing before the renewal date. 5.2 Fees and Payment All fees are as stated on the Cuedini website or at the point of purchase. Fees are quoted in GBP and are inclusive of applicable VAT unless otherwise stated. You authorise Cuedini Ltd to charge your payment method on file for all fees due under your Licence Type. 5.3 Subscription Renewal and Cancellation This clause applies to Subscription Licences only. Your Subscription will renew automatically at the end of each billing period. To prevent renewal, you must cancel in writing before the renewal date. Cancellation takes effect at the end of the current paid period; you will retain access until that date. 5.4 Price Changes Cuedini Ltd reserves the right to change fees for both Licence Types. We will give not less than 30 days written notice of any price increase before it takes effect. For Subscription Licences, continued use after the effective date constitutes acceptance. For Perpetual Licences, a price change applies only to new purchases and does not affect your existing Perpetual Licence. 5.5 Refunds 7-Day Full Refund Guarantee: You are entitled to a full refund within 7 days of purchase for any paid licence tier, no questions asked. To request a refund, email support@cuedini.app with your order details. Refunds are processed within 5–10 business days to the original payment method. All other fees are non-refundable except where required by applicable law. Specifically: • Perpetual Licence: No refund is available after the 7-day guarantee period, except where required by the Consumer Rights Act 2015 in relation to digital content. • Subscription Licence: No partial refund is available for cancellation mid-period after the 7-day guarantee period. Your access continues until the end of the period already paid for. • In the event of a billing error, contact us within 30 days and we will investigate and, where appropriate, issue a correction. 5.6 Taxes You are responsible for all applicable taxes, duties, and levies in your jurisdiction in addition to any VAT charged by Cuedini Ltd. 5.7 Suspension for Non-Payment This clause applies to Subscription Licences only. We reserve the right to suspend access to the Software if any Subscription payment is overdue by more than 14 days, without prejudice to any other remedy available to us. 5.8 Perpetual Licence — Software Version A Perpetual Licence entitles you to use the specific Major Version of the Software purchased. Cuedini Ltd reserves the right to release new Major Versions as separate paid products. If Cuedini Ltd discontinues a Major Version or its associated activation infrastructure, it will provide reasonable advance notice and, where practicable, make available an offline or standalone activation method for existing Perpetual Licence holders. 5.9 Maintenance Releases For Perpetual Licence holders, Cuedini Ltd may provide bug fix and minor maintenance releases within the same Major Version at no additional charge, at its sole discretion. Cuedini Ltd is under no obligation to release updates, patches, or maintenance releases on any schedule or at all. 6. Connected Equipment and Hardware 6.1 No Liability for Equipment Damage Cuedini Ltd accepts no liability whatsoever for any damage, failure, malfunction, data loss, firmware corruption, or destruction of any Connected Equipment arising from the installation or use of the Software, including damage caused by any signals, data, commands, or protocols transmitted by the Software, regardless of Licence Type. Without limiting the foregoing, Cuedini Ltd shall not be liable for: • Physical, electrical, or electronic damage to any lighting console, media server, audio interface, video hardware, LED processor, pyrotechnic controller, laser system, DJ equipment, network switch, or any other hardware connected to or communicating with the Software; • Damage caused by incorrect, unexpected, out-of-range, or erroneous Art-Net, DMX512, sACN, OSC, LTC, MIDI, or other protocol data transmitted by the Software, including runaway DMX values, unintended fixture movements, or unexpected channel behaviour; • Damage caused by incorrect universe addressing, IP addressing, port configuration, MIDI routing, or network topology configured by the user; • Unintended pyrotechnic, laser, rigging, or automated system triggering arising from use of the Software; • Damage to audio equipment, speakers, amplifiers, or hearing caused by unintended audio output, incorrect gain staging, clipping, or signal routing errors; • Data corruption or loss on any connected media server, storage device, NAS, or server; • Firmware corruption or damage to any hardware device resulting from network traffic or data generated by the Software; • Damage arising from the Software operating in conjunction with incompatible hardware, firmware, or driver versions; • Any damage to equipment owned by a third party (including venue owners, hire companies, and production companies) arising from your use of the Software. 6.2 User Responsibility for Hardware Integration You are solely responsible for: • The correct configuration of all hardware integration settings within the Software, including Art-Net universe assignments, IP addresses, OSC port addresses, LTC frame rates, MIDI channel mapping, and network settings; • Ensuring that all Connected Equipment is compatible with the Software and Integration Protocols in use, including verifying version compatibility; • Implementing appropriate safeguards, hardware inhibits, and physical safety cutoffs to prevent unintended commands from reaching safety-critical systems; • Testing all hardware integrations in a safe, offline environment prior to use in any live Show Environment; • Ensuring network infrastructure is correctly configured and segregated; • Maintaining complete physical emergency stop systems independent of the Software at all times. 6.3 Safety-Critical Systems The Software must not be used as the sole or primary control method for pyrotechnic systems, laser systems, rigging automation, flying systems, crowd barrier systems, or any system where unintended activation or failure could cause personal injury, death, or significant property damage. Independent hardware safety systems must be maintained at all times. 6.4 Equipment Owned by Third Parties Where you use the Software in connection with equipment owned by third parties, you accept full responsibility for any damage to that equipment arising from your use of the Software and agree to indemnify Cuedini Ltd against any claims made by those third parties. 7. Third-Party Software, Protocols, and Integrations 7.1 No Liability for Third-Party Software The Software may interact with Third-Party Software including but not limited to Resolume Arena, Disguise d3, grandMA2/3, Pioneer CDJ/XDJ, and Ableton Live. Cuedini Ltd makes no representation that the Software will be compatible with any particular version of any Third-Party Software or hardware firmware, and accepts no liability for any Loss arising from such incompatibility, or from changes made by third-party developers to their APIs, protocols, or software. 7.2 Open Source Components The Software may incorporate open source software components. Use of such components is governed by their respective licences, which take precedence over these Terms in relation to those components. A list of open source components and licences is available on reasonable written request. 7.3 Protocol Implementation Cuedini Ltd endeavours to implement industry-standard protocols correctly but does not warrant full compliance with all protocol versions or correct interoperability with all devices claiming support for the same protocol. Cuedini Ltd accepts no liability for variances in protocol behaviour between devices and firmware versions. 7.4 Network and Security You are solely responsible for the security and configuration of the network environment in which the Software operates. Cuedini Ltd accepts no liability for Loss arising from unauthorised network access, IP conflicts, broadcast storms, or any other network-related incident in connection with Software operation. 7.5 Operating System and Platform Cuedini Ltd does not warrant that the Software will function correctly following operating system updates, security patches, or driver changes. You are responsible for maintaining a stable, tested, and professionally appropriate system configuration. 8. Professional Use and Show Environments 8.1 User Responsibility You acknowledge that the Software is a professional production tool and not a substitute for adequate technical rehearsal, pre-production testing, and professionally qualified personnel. You are solely responsible for validating all Software outputs prior to any Show Environment, maintaining redundant systems and backup show files, and ensuring adequate preparation time. 8.2 No Liability for Show or Event Losses Cuedini Ltd shall not be liable for any Loss arising from show cancellation, postponement, partial performance, early termination, audience refunds, reputational damage, loss of future bookings, contractual penalties, or any other Loss resulting from the Software failing to perform as expected in any Show Environment, regardless of cause and regardless of Licence Type. 8.3 Show File and Data Integrity You are solely responsible for maintaining frequent, verified backups of all show files, project data, cue lists, media, and content on at least one separate device or storage location. Cuedini Ltd accepts no liability for the loss, corruption, or inaccessibility of any show file or project data, regardless of cause. 8.4 Data Migration Cuedini Ltd does not warrant the successful migration of show files or project data between Software versions. You are responsible for verifying data integrity following any Software update or version change before use in a Show Environment. 9. Indemnity You agree to fully indemnify, defend at your own expense, and hold harmless Cuedini Ltd, its directors, shareholders, employees, contractors, and agents from and against any and all claims, demands, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable solicitors' fees) arising out of or in connection with: • Your use or misuse of the Software in any context, including any Show Environment, regardless of Licence Type; • Your connection of the Software to any Connected Equipment; • Any claim by a third party — including event organisers, venue owners, production companies, equipment hire companies, artists, broadcasters, or any other party — that your use of the Software caused damage to property, equipment, data, or any system, or resulted in financial or other loss; • Your failure to implement adequate safety systems, backups, hardware inhibits, or redundancy measures; • Your breach of any provision of these Terms; • Your violation of any applicable law, regulation, or third-party right in connection with the Software; • Any negligent, reckless, or wrongful act or omission by you or any person acting on your behalf in connection with the Software; • Any claims brought by your employees, contractors, clients, sub-contractors, or event attendees arising from your use of the Software; • Any claim arising from your use of the Software to transmit signals to equipment owned by third parties. This indemnity survives termination or expiry of these Terms. 10. Limitation of Liability 10.1 Exclusion of Consequential and Indirect Loss To the fullest extent permitted by applicable law, Cuedini Ltd shall not be liable, regardless of Licence Type, for: • Loss of profits, revenue, contracts, anticipated savings, or business opportunity; • Loss of or damage to show files, project data, or any other data; • Loss of goodwill, reputation, or business relationships; • Indirect, special, incidental, punitive, or consequential losses or damages of any kind; • Losses arising from show cancellation, postponement, or failure of any kind; • Losses arising from damage to or failure of any Connected Equipment; • Losses arising from reliance on Software output without independent verification; • Losses arising from incompatibility with Third-Party Software, hardware, or firmware; • Losses arising from any failure, interruption, or unexpected behaviour of any Integration Protocol; • Losses arising from any network, security, or infrastructure failure in connection with Software use. 10.2 Aggregate Cap on Liability The total aggregate liability of Cuedini Ltd to you — whether in contract, tort, breach of statutory duty, misrepresentation, or otherwise — arising out of or in connection with your use of the Software shall not exceed: • For Subscription Licences: the total Subscription fees paid by you in the twelve (12) months immediately preceding the event giving rise to the claim; or • For Perpetual Licences: the one-off licence fee paid by you for the Licence under which the claim arises. 10.3 Mandatory Exceptions Nothing in these Terms excludes or limits Cuedini Ltd's liability for: (a) death or personal injury caused by its own negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be lawfully excluded under the laws of England and Wales, including rights under the Consumer Rights Act 2015 where applicable. 10.4 Allocation of Risk You acknowledge that the limitations on liability reflect a reasonable and fair allocation of risk between the parties, having regard to the professional nature of the Software, the fees charged, the risks inherent in live event environments, the availability of professional insurance for those risks, and Cuedini Ltd's lack of control over how the Software is configured or used. 10.5 Multiple Claims Where multiple claims arise from the same event or series of related events, they shall be treated as a single claim for the purposes of the liability cap in clause 10.2. 11. Disclaimer of Warranties The Software is provided "as is", "as available", and "with all faults" without warranty of any kind, whether express, implied, or statutory, to the fullest extent permitted by applicable law, including but not limited to any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, uninterrupted operation, error-free performance, or compatibility with any hardware, firmware, or Third-Party Software. This applies equally to Perpetual Licences and Subscription Licences. MA Lighting, Resolume BV, Focusrite, Pioneer DJ, Ableton AG, and all other third-party product names referenced in this document or in the Software are trademarks of their respective owners. Cuedini Ltd is not affiliated with, endorsed by, or officially supported by any such third party. 12. Insurance Regardless of Licence Type, you are strongly advised to maintain adequate insurance cover including professional indemnity insurance, public liability insurance for live event environments, equipment insurance for all Connected Equipment you own or are responsible for, and event cancellation insurance where appropriate. Cuedini Ltd accepts no liability for any Loss that would have been covered had you maintained adequate insurance. 13. Intellectual Property The Software, including all source code, object code, algorithms, design, user interface, documentation, and trade marks, is and remains the exclusive property of Cuedini Ltd or its licensors. Payment of any licence fee, whether a one-off payment or Subscription, does not transfer any ownership of intellectual property to you. All rights not expressly granted are reserved. Show files, cue lists, and creative content you produce using the Software remain your property. Cuedini Ltd claims no ownership rights over your creative work. You may not use Cuedini Ltd's trade marks, logos, or product names in any marketing or commercial material without prior written consent. 14. Data Protection and Privacy Cuedini Ltd processes personal data in accordance with its Privacy Policy and applicable law, including the UK GDPR and the Data Protection Act 2018. The Privacy Policy is available at www.cuedini.com and is incorporated into these Terms by reference. The Software may collect anonymised diagnostic and usage telemetry to improve product quality. You may opt out in the Software settings. No personally identifiable data is transmitted without your knowledge. You are responsible for ensuring your own use of the Software complies with applicable data protection legislation. 15. Support and Maintenance 15.1 Subscription Licence Support Active Subscription Licence holders are entitled to access Cuedini Ltd's standard technical support resources, including documentation, email support, and any support portal made available from time to time. Support is provided on a reasonable endeavours basis. Cuedini Ltd does not guarantee response times or resolution of any support request. 15.2 Perpetual Licence Support Perpetual Licence holders are entitled to access publicly available documentation and community support resources. Dedicated email support is not included in a Perpetual Licence and may be purchased separately. Cuedini Ltd is under no obligation to provide technical support to Perpetual Licence holders unless a separate support arrangement has been purchased. 15.3 Support Exclusions — All Licence Types Support does not extend to issues arising from use with unsupported hardware or Third-Party Software, user modifications to Software files, operating systems not meeting minimum system requirements, or network environments not configured in accordance with Cuedini Ltd's documentation. 15.4 Updates — Subscription Licences Active Subscription Licence holders are entitled to all updates, patches, and new Major Versions released during the Subscription period at no additional charge. 15.5 Updates — Perpetual Licences Perpetual Licence holders are entitled to minor updates, patches, and bug fixes within the same Major Version at Cuedini Ltd's discretion. Access to new Major Versions is not included and may be offered at an additional charge. Cuedini Ltd is under no obligation to release updates on any schedule. 15.6 Feature Changes Cuedini Ltd reserves the right to modify or deprecate features. For material feature removal affecting professional workflows, we will endeavour to provide not less than 90 days written advance notice where reasonably practicable. 15.7 Online Services Certain features may rely on online services. Cuedini Ltd does not guarantee continuous availability of online services and shall not be liable for Loss from unavailability. Core local functionality will not require a persistent internet connection. 15.8 End of Life If Cuedini Ltd permanently discontinues the Software, it will provide not less than 6 months written notice where reasonably practicable. For Perpetual Licence holders, Cuedini Ltd will endeavour to provide a standalone activation method or offline licence verification mechanism before any online activation infrastructure is decommissioned. 16. Acceptable Use You agree not to use the Software in any way that violates any applicable law or regulation; to control safety-critical systems without independent hardware safety mechanisms; to interfere with or disrupt third-party networks or services; to attempt unauthorised access to any system via the Software's network functionality; to conduct unauthorised security assessments of third-party systems; in any way that could bring Cuedini Ltd into disrepute; or to process personal data of third parties without a lawful basis under applicable data protection law. 17. Confidentiality You acknowledge that the Software contains proprietary and confidential information. You agree to keep all non-public technical information about the Software strictly confidential, not to disclose it to third parties without prior written consent, and to apply reasonable security measures to prevent unauthorised disclosure. These obligations do not apply to information that is or becomes publicly available through no fault of yours, or that you are required to disclose by law or court order (with reasonable advance notice to us where permitted). 18. Beta, Pre-Release, and Experimental Features The Software may include features designated as beta, experimental, or pre-release, provided without warranty of any kind. Such features must not be used in live Show Environments unless independently verified, may be removed at any time without notice, and are used entirely at your own risk. This applies to both Licence Types. 19. Export and Regulatory Compliance You are responsible for ensuring your acquisition, installation, and use of the Software complies with all applicable export control laws, trade sanctions, and import restrictions. You agree not to export or transfer the Software in violation of applicable export controls. 20. Termination 20.1 Termination of Subscription Licences A Subscription Licence terminates automatically upon: non-payment of any fee not remedied within 14 days; material breach of these Terms not remedied within 14 days of written notice; attempted circumvention of any licence enforcement mechanism; or cancellation by you. 20.2 Termination of Perpetual Licences A Perpetual Licence may be terminated by Cuedini Ltd upon: material breach of these Terms not remedied within 14 days of written notice; attempted circumvention of any licence enforcement mechanism; or your insolvency, bankruptcy, or entry into administration. A Perpetual Licence is not otherwise revocable by Cuedini Ltd provided you comply with these Terms. 20.3 Effect of Termination Upon termination for any reason, you must immediately cease all use of the Software and permanently delete all copies from all Authorised Devices. Termination of a Subscription Licence does not entitle you to a refund of any prepaid fees. Termination of a Perpetual Licence for breach does not entitle you to any refund. Sections 9 (Indemnity), 10 (Limitation of Liability), 11 (Disclaimer of Warranties), 13 (Intellectual Property), 17 (Confidentiality), and 21 (Governing Law) survive termination. 21. Governing Law and Dispute Resolution These Terms are governed by and construed in accordance with the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales. Before commencing formal legal proceedings, both parties agree to attempt resolution in good faith through direct written negotiation for not less than 30 days from written notice of the dispute. If unsuccessful, either party may refer the matter to mediation under the CEDR Model Mediation Procedure. Nothing in this clause prevents either party from seeking urgent injunctive relief where necessary. 22. General 22.1 Entire Agreement These Terms, together with the Privacy Policy and any applicable order confirmation, constitute the entire agreement between you and Cuedini Ltd regarding the Software. 22.2 Amendments Cuedini Ltd reserves the right to update these Terms at any time with not less than 30 days notice of material changes. Continued use after the effective date constitutes acceptance. For Perpetual Licence holders, amendments do not retrospectively reduce the rights granted under your existing Perpetual Licence. 22.3 Severability If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable. Remaining provisions continue in full force. 22.4 No Waiver Failure to enforce any provision of these Terms does not constitute a waiver of that right. A waiver of any breach does not constitute a waiver of any subsequent breach. 22.5 Assignment You may not assign your rights under these Terms without Cuedini Ltd's prior written consent. Cuedini Ltd may assign its rights in connection with a merger, acquisition, or sale of assets on reasonable notice. A Perpetual Licence is personal to the registered licensee and may not be transferred or resold without Cuedini Ltd's prior written consent. 22.6 Force Majeure Cuedini Ltd shall not be liable for any delay or failure to perform resulting from circumstances beyond its reasonable control, including acts of God, pandemic, war, government action, power failure, or third-party infrastructure failure. 22.7 Rights of Third Parties These Terms do not create any rights enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999. 22.8 Relationship of the Parties Nothing in these Terms creates any partnership, joint venture, employment, or agency relationship. You have no authority to bind Cuedini Ltd. 22.9 Consumer Rights If you are a consumer using the Software for personal and not professional purposes, certain statutory rights under the Consumer Rights Act 2015 may apply that cannot be excluded by contract. Nothing in these Terms limits those rights. 22.10 Language These Terms are written in English. If translated for convenience, the English version prevails in any conflict or ambiguity. 22.11 Notices Formal notices under these Terms should be sent by email to support@cuedini.app. We will send notices to the email address associated with your Cuedini account. Email notices are deemed received on the next business day following transmission. These Terms were last updated on 13 March 2026 and supersede all previous versions. Cuedini Ltd recommends that this document is reviewed by a UK-qualified solicitor before commercial deployment.