Terms & Conditions

LIVE STUDY PLAY LTD

Version 1.0
Last updated: 16 July 2025
Effective date: 17 July 2025

These Terms and Conditions (the “Terms”) form a legally binding agreement between you and LIVE STUDY PLAY LTD (trading as CodexNova). By accessing or using the Site or purchasing any Digital Asset you confirm that you have read, understood and accepted these Terms in full.

1. Parties

1. Operator. The website located at https://codexnova.uk (the “Site”) is owned and operated by LIVE STUDY PLAY LTD, a company incorporated in England & Wales (company No. 15280324) with registered office at Dept 4558a, 126 East Ferry Road, Canary Wharf, London E14 9FP, United Kingdom (“CodexNova”, “we”, “us”, “our”).
2. Customer. “you” or “Customer” means any natural or legal person who visits the Site, opens an Account or purchases Digital Assets under these Terms.
3. Age & Capacity. You must be (i) at least 18 years old and (ii) legally capable of entering into contracts in your country of residence.

2. Definitions

For ease of reference the capitalised terms below have the following meanings:

3. Acceptance of Terms

1. Binding agreement. By ticking the acceptance box or otherwise using the Site, you agree to be bound by these Terms, the [Privacy Policy], the [Cookie Policy] and the [Payment & Refund Policy] (together, the “Policies”).
2. Hierarchy. In the event of any conflict, these Terms prevail over the Policies unless expressly stated otherwise.
3. Updates. We may update these Terms to reflect legal, regulatory or business changes. We will post the amended Terms on the Site and indicate the “Last updated” date. Material changes will take effect 30 days after posting. Your continued use of the Site after that period constitutes acceptance of the changes.

4. Account Registration & Verification

1. Accurate information. You warrant that all information you provide during Account creation and thereafter is true, complete and current.
2. KYC/AML checks. We may require you to submit identification documents or complete electronic ID verification. Failure to complete KYC to our satisfaction may lead to suspension or termination.
3. Credentials. You are responsible for maintaining the confidentiality of your login credentials. All activities under your Account are deemed to be authorised by you unless you notify us of unauthorised use.
4. Multiple accounts. You may not register more than one Account without our prior written consent.

5. Description of Services

1. Marketplace model. CodexNova operates a curated marketplace that enables Creators to license Digital Assets to Customers. We do not take ownership of the underlying intellectual property.
2. Instant fulfilment. Upon successful Pay-In the Digital Asset becomes available for immediate Download via your Account dashboard together with a VAT-compliant PDF invoice.
3. Support. Our customer-support team can be reached at info@codexnova.uk Monday–Friday, 09:00–18:00 EET (initial response target < 24 h).

6. Pricing, Currencies & Payment

1. Displayed currencies. Asset prices are displayed in EUR, USD, GBP, AUD and CAD for convenience. All Pay-Ins are ultimately settled in EUR. Your card issuer or wallet provider may apply FX margins or fees.
2. Accepted payment rails. Visa, Mastercard, Maestro, Apple Pay, SEPA Credit Transfer, and approved crypto-currencies (USDC [ERC-20] & ETH). Crypto Pay-Ins are not available to Customers located in the UK, US or any jurisdiction classified as high-risk by the FATF.
3. Security. Card transactions utilise 3-D Secure v2. Crypto transactions require ≥ 12 network confirmations before order finalisation.
4. Taxes. Where required by law we collect VAT/GST at checkout based on your billing address or IP geolocation.
5. Promotions & coupons. Promotional pricing or coupons may not be combined unless expressly stated.

7. Delivery of Digital Assets

1. Download window. You may download the purchased Digital Asset an unlimited number of times for as long as it remains available on the Platform.
2. Technical requirements. You are responsible for ensuring that your hardware, software and internet connection are capable of handling the file types offered.

8. Consumer Right of Withdrawal & Refunds

1. Digital-content waiver. By completing the Pay-In and initiating the Download you expressly request immediate supply of digital content and acknowledge that your statutory 14-day right of withdrawal under the UK Consumer Contracts Regulations 2013 (and EU Directive 2019/770) ends at the start of the Download.
2. Quality guarantee. If a Digital Asset is technically defective (e.g., corrupted file, missing layers) you may request a refund under our [Payment & Refund Policy] within 14 days of purchase. We will attempt remediation first and may require reasonable cooperation (e.g., error logs, screenshots).
3. Refund timing. Card refunds are processed within 2-10 business days; crypto refunds are processed the same business day minus applicable network gas fees.

9. Licence to Use Assets

1. Scope. Upon Pay-In CodexNova grants you a non-exclusive, worldwide, perpetual licence to use, reproduce and modify the Digital Asset for personal or commercial projects, subject to the restrictions in clause 9.4.
2. No resale. You may not redistribute, resell, sub-license, share, make available for download or include the unaltered Asset in any public repository.
3. No brand endorsement. Use of any Asset must not suggest endorsement by CodexNova or the Creator.
4. Prohibited uses. Without limitation, you may not:
   • use the Asset in connection with unlawful, deceptive, defamatory or obscene content;
   • incorporate the Asset into any trademark, logo or service mark;
   • generate AI or machine-learning models that compete with the Asset itself.
5. Creator residual rights. Creators retain all copyright in the Asset. This licence does not confer ownership.

10. User Responsibilities & Prohibited Conduct

You must not:

1. breach any applicable law, regulation, sanction or export-control regime;
2. upload or transmit malware or any code designed to impair the Site or harvest data;
3. engage in price scraping, bulk-download or other data-extraction activities;
4. circumvent any access controls or technical limitations imposed by us;
5. submit content that infringes third-party intellectual-property rights;
6. create deep-fake, political persuasion or disinformation materials using Assets.

11. Intellectual Property

1. Site IP. All software, text, graphics, interfaces and trademarks on the Site (save for Assets) are owned by or licensed to CodexNova and are protected by copyright and other laws.
2. Feedback. Any suggestions or feedback you provide become our exclusive property without compensation.

12. Third-Party Content & Links

The Site may contain links to third-party websites. We do not endorse or assume responsibility for their content. Access is at your own risk.

13. Disclaimer of Warranties

1. The Services are provided on an “as is” and “as available” basis. We disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement.
2. We do not warrant that the Site will be uninterrupted, error-free or secure, or that Digital Assets will meet your specific requirements.

14. Limitation of Liability

1. Cap. Our total aggregate liability arising out of or in connection with these Terms shall not exceed the greater of (i) €100 or (ii) the Purchase Prices you paid to CodexNova in the 12 months immediately preceding the event giving rise to liability.
2. Exclusions. We shall not be liable for (i) indirect, consequential or special damages, (ii) loss of profits, revenue, data or goodwill, or (iii) any matters beyond our reasonable control.
3. Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or any liability that cannot be excluded under applicable law.

15. Indemnification

You agree to indemnify and hold harmless CodexNova, its directors, employees and agents from and against any claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising from: (i) your breach of these Terms; (ii) your misuse of any Digital Asset; or (iii) your violation of any law or third-party rights.

16. Suspension & Termination

1. We may suspend or terminate your Account immediately upon notice if you breach these Terms, fail KYC/AML checks, or if required by law, regulator, payment-scheme or court order.
2. Upon termination all rights granted to you under these Terms immediately cease, but clauses intended to survive (including 9, 11, 13–15, 17) shall remain in force.

17. Governing Law & Dispute Resolution

1. Law. These Terms and any non-contractual obligations arising from them are governed by the laws of England & Wales.
2. Jurisdiction. The courts of England & Wales have exclusive jurisdiction, save that consumers resident in the European Union may bring proceedings in their local courts under Regulation (EU) 1215/2012.
3. ODR platform. Consumers may also submit disputes for online resolution via the EU ODR platform at https://ec.europa.eu/odr.

18. Assignment

CodexNova may assign or novate its rights and obligations under these Terms to an affiliate or successor entity in connection with a merger, acquisition or sale of assets. You may not assign your rights without our prior written consent.

19. Force Majeure

Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including internet outages, natural disasters, war, terrorism, labour disputes or governmental action.

20. Entire Agreement & Severability

These Terms, together with the Policies, constitute the entire agreement between you and CodexNova. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

21. Contact

For questions regarding these Terms or any policy, please contact us at info@codexnova.uk.

© 2025 LIVE STUDY PLAY LTD. All rights reserved.