Sub@omic Limited
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Note: These terms of business are not applicable to bespoke Sub@omic websites!

Terms and conditions relating to
Web Diffusion websites

These terms and conditions and the guidelines contained on the Web Diffusion website as they appear from time to time http://www.webdiffusion.co.uk/terms govern your use of your proposed website which is made available by us. They constitute the entire understanding between you and us. This means that any prior agreements, correspondence, negotiations or discussions between us, whether verbal or written down, are excluded and cannot be relied upon (except in the event of fraud by either of us).

1. Term

The term of this Agreement is 12 months from the date that you place the order.

If you cancel within this period then the whole fee remains payable and we are unable to refund any 'part' of the fee on a pro-rata basis. All payments to us are final and non-refundable.

2. Payment

Payment must be made at the point of placing the order. If your payment is declined or recalled for any reason we reserve the right to suspend and/or terminate the services.

You are fully responsible for ensuring payment of all amounts due are paid on time independently of receiving invoice or billing notifications by email from us.

Invoices shall be emailed to your preferred email address as notified by you to us by emailing .

We are not responsible for termination or suspension of the services as a result of invoices not received by you due to emails being properly sent but not received by you or you failing to notify us of your preferred email address.

3. Upgrades

You are permitted to upgrade your website size (website sizes are set out on the Web Diffusion website) during the term following payment of the appropriate fee (all fees are published on the Web Diffusion website and subject to change from time to time).

From time to time the functionality of the modules may be updated. You are not entitled to these updates automatically.

4. Renewal Policy

In order to renew the services you must inform us and complete payment at least 14 days prior to the term coming to an end. If we do not receive notification and payment before this time we reserve the right to terminate the services at the end of the term without further notice to you.

5. Termination/Suspension of Services

We reserve the right to suspend and/or terminate your account for any reason without prior notice, including but not limited to:
· content which is unlawful or is considered offensive by the web community;
· content which promotes injury or physical harm against any group or individual;
· content which promotes or teaches illegal activities;
· content which infringes on copyright, patents, trademarks, trade secrets, or other intellectual property;
· content which violates any law, statute, or regulation including without limitation the laws and regulations governing false advertising, consumer protection, financial services, trade in firearms, privacy, data transfer and telecommunications;
· where any payment due to us is overdue;
· where you breach any of your obligations under this agreement;

Suspended services may only be reinstated once the breach has been remedied to our satisfaction. Following suspension or termination of the services we may discard any content which may not be able to be recovered subsequently.

6. Backups

We do not keep back ups of content supplied by you to us and therefore we recommend that you keep a copy of such content. However, we will attempt to keep a back up of the content contained within the website and where content is still present within the database operated by us you may request that it be made available in a form determined by us for an administrative fee. You agree to pay the administrative fee before the content is made available.

7. Domain Name Registration

We make no representation that the domain name you wish to register is available. Please do not assume that registration of the requested domain name has been completed until we have notified you. Any action that you take before such notification is at your sole risk.

Domain name registration is subject to this agreement and also the terms and conditions of the domain name registrar which can be found at http://www.123-reg.co.uk/terms and also the terms and conditions of the relevant naming authority.

You take sole responsibility for ensuring that you enter the domain name you wish to register correctly and without typographical errors, as fees for incorrectly registered domains cannot be refunded.

Domain names will not be transferred to another provider unless they are paid for in full and we reserve the right to charge an administrative fee for doing so. Some domain name registrars may charge a transfer fee in addition which we will pass on to you with an administrative fee which is payable in advance of transfer.

You confirm that the registration combined with the use of the domain name(s) for the website does not infringe the legal rights of any third party.

If we register any domain name as a service under this agreement we do so as agent for you. You hereby acknowledge that you own the legal title to any such domain name.

Any dispute between you and another party must be resolved between you. We will not take part in any such dispute. Should such a dispute arise we reserve the right, at our sole discretion, to suspend, cancel or withhold the domain name. We reserve the right to make representations to third parties or the naming authority to protect ourselves but are not required to do so. You agree to indemnify us against any legal proceedings and costs that arise as a result of the registration of a domain name.

If you notify us (in accordance with the minimum notice period outlined in the renewal section) that you do not wish to renew this agreement at the end of the term then, subject to the above terms, we will make the domain available to you for transfer. We are not liable for expiry or loss of your domain name(s) should you not comply with these terms or conditions.

We are required by the naming authority to collect information for the registration of domain names. This information includes your full name, mailing address, email address, phone number and may contain other information which is passed to the domain name authority and made public within the registered domains WHOIS record. We are unable to control how members of the public use the WHOIS information.

8. Hosting

The website must be hosted by us on our designated server and for the avoidance of doubt cannot be hosted anywhere else.

You acknowledge that:

· you have no right or title in the IP address allocated to the website and that the IP address is not portable or transferable;
· services may be temporarily suspended for technical reasons or due to maintenance on the network, the equipment or any other facilities, the timing of which may be outside our control;
· we may interrupt the services at any time for any duration of time, without penalty or liability for any claim by you, where necessary to prevent improper or unlawful use of the services or network;

9. E-Commerce

If we provide a link to a platform to allow online transactions, then it is your responsibility to ensure that the shop conforms to applicable laws, it is your responsibility to ensure that all legal and contractual requirements are met.

We do not accept any commercial responsibility for your shop, in particular, it is your responsibility to ensure the terms of sale in any contracts with your customers.

10. Intellectual Property Rights

All intellectual property rights in the website shall be the property of us or our agents. This agreement does not confer on or transfer to you any rights, licence or otherwise in the website.

The content shall be owned by you, though you grant us and our agents a worldwide, royalty free, non-exclusive licence for the purposes of using the content to be displayed on the website during the term.

You acknowledge that:

· you accept all risk for the unauthorised or illegal use of photographs, infringements of copyright, patents, trademarks, trade secrets, or other intellectual property rights of material given by you to us for use on the website;
· by supplying content to us you have expressly given us and our agents the right to use and store that material for the purposes of designing and hosting your website;
· you acknowledge that we are providing designs and services to you on a non-exclusive basis and that we may provide identical or similar designs and services to any other party;
· you acknowledge that all intellectual property rights in the design, look, feel, layout and coding of the website will remain the property of us or our agents;

11. Confidentiality

You and we agreed to protect the confidential information of the other and not to disclose it to anyone except if it:

· has become public knowledge, other than through a breach of this clause;
· was in possession of the receiving party prior to the disclosure by the other party;
· was received from a third party who has full right of disclosure;
· was independently developed by the receiving party;
· was required to be disclosed to a governmental authority or other regulatory body or to comply with any law or regulation;

12. Limitation of Liability

You agree that we will not be liable for any special, indirect, consequential or exemplary damages (including, but not limited to, damages for loss of profits or savings, loss of data, or loss of use) in connection with this agreement. If, despite this acknowledgement it is found that we are liable to you for any reason then our maximum aggregate liability to you will be limited to the lesser of the actual amount of loss or damage suffered or the amount payable by you to us for the current year of service under this agreement.

13. Indemnity

You agree to indemnify us against all damages, losses, costs and expenses (including actual legal fees and costs), fines and liabilities incurred in connection with your negligence, activities or breaches of your obligations under this agreement, including claims brought by a person using or relying upon any advice given or publication produced and distributed by you on the website.

14. Reselling/Assignment

This agreement is between you and us and you are not permitted to resell or assign your rights or responsibilities under this agreement without our prior written consent.

The intellectual property rights in the website are not owned by you and you have no right to resell or assign the website or any part of it.

15. Definitions

"confidential information"=All business, technical financial or other information created or exchanged between us and you in the course of the term

"content"=any content or data (including text, graphics, logos, photographs, images, of other materials) supplied by you which is intended to be used on the website

"intellectual property rights"=All intellectual property rights wherever in the world arising, whether registered or unregistered, including copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, service marks, trade names, patents, design rights, database rights, source codes and all rights in the nature of unfair competition or rights to sue for passing off

"server"=an internet-connected server (chosen by us) on which the website is hosted

"services"=the services provided by us to you under this agreement, including, without limitation, the registration of the domain name, the design and layout and provision of the website, the hosting of the website

"term"=12 months from the date that you place the order

"we", "us", "our"=Sub@omic Limited (company number 5712155)

"website"=the website supplied by us to you under this agreement, including the design and coding, but excluding the content

"you", "your"=the person, firm or company that has requested the services

16. Force Majeure

We will make all reasonable efforts to meet your requirements. However, we shall not be liable for any breach of this agreement as a result of causes beyond our control (including, but not limited to, fires, flood, power failure, strikes, protests, compliance with laws or regulations, acts of God, acts of civil or military authority).

17. Governing Law

This agreement is governed by and construed in accordance with English law, and the parties agree to submit to the exclusive jurisdiction of the English courts.

18. Severability

If any provision of this agreement shall be found by any court of competent jurisdiction to be unlawful, invalid or unenforceable in whole or in part then the illegality, invalidity or unenforceability of such provision shall not affect the other provisions of this agreement and all provisions not affected by such invalidity or unenforceability shall remain in force and effect. The parties agree to negotiate in good faith to substitute a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objective of the invalid or unenforceable provision.

19. Updates To These Terms and Conditions

We reserve the right to make changes to these terms and conditions and the guidelines contained on the Web Diffusion website at any time. Please check back from time to time to ensure that you are aware of these changes.

20. Notices

Notices to us must be served to billing@webdiffusion.co.uk. Notices to you will be served to your preferred email address.