TERMS AND CONDITIONS OF SERVICE

Application and entire agreement

1. These Terms and Conditions apply to the provision of the services by Start Your Website, a trading name of Subscription Labs Limited a company registered in England and Wales under number 08860674 (we or us or Service Provider) to the person buying the services (you or Customer).
2. Each party acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the other party in entering into this agreement. These Conditions apply to the Contract to the exclusion of any other terms that either party tries to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation

3. A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.
4. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
5. Words imparting the singular number shall include the plural and vice-versa.
6. The use of "We" refers to Subscription Labs Limited, "You" refers to you, the user of the website.

Services

7. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
8. We shall complete the performance of the Services to the best of our ability; time shall be of the essence in the performance of our obligations.
9. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

Your obligations

10. You will provide reasonable assistance to us in our efforts to obtain any third party permissions, consents, licenses or otherwise that are necessary for the provision of the Services and must give us access to any and all relevant information, materials, properties in your possession which are necessary for the provision of the Services.
11. If you do not comply with clause 10, we can terminate the Services.
12. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).

Fees and Deposit

13. The fees (Fees) for the Services are set out in the quotation.
14. In addition to the Fees, we can recover from you: a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services, provided that none of a) – c) shall be recoverable unless you have provided your written consent to such expenses and costs prior to us incurring them.
15. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.
16. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

Cancellation and amendment

17. We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 7 days from the date of the quotation, (unless the quotation has been withdrawn).
18. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
19. If you want to amend any details of the Services, you must tell us in writing as soon as possible. We will use reasonable endeavors to make any required changes and additional costs will be included in the Fees and invoiced to you.
20. If, due to circumstances beyond our control, we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavors to keep any such changes to a minimum.

Payment

21. We will invoice you for payment of the Fees on the invoice dates set out in the proposal.
22. You must pay the Fees due upon receipt of our invoice or otherwise in accordance with any credit terms agreed between us.
23. Time for payment shall be of the essence of the Contract.
24. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 4% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
25. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
26. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
27. Receipts for payment will be issued by us only at your request.
28. All payments must be made in British Pounds unless otherwise agreed in writing between us.
29. Payment shall be due for each and every month the Services are available, regardless of whether the features available in the platform have been used.

Sub-Contracting and assignment

30. We can subcontract or delegate in any manner any or all of our obligations to any third party, provided that we shall remain at all times fully liable to you for the actions of such third party or parties.
31. Neither party may, without the other party’s prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions.

Termination

32. Either party can terminate the provision of the Services immediately if the other party:
    1. commits a material breach of its obligations under these Terms and Conditions; or
    2. fails to pay any amount due under the Contract on the due date for payment; or
    3. is or becomes or, in the other party’s reasonable opinion, is about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
    4. enters a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
    5. convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of it, notice of intention to appoint an administrator is given by it or any of its directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for its winding up or for the granting of an administration order in respect of it, or any proceedings are commenced relating to its insolvency or possible insolvency.
33. We may terminate the Contract at any time, provided there is no material breach of obligations under these Terms and Conditions.
34. You may terminate the Contract at any time by requesting to do so by emailing us at "[email protected]", provided there is no material breach of obligations under these Terms and Conditions. Your final invoice will be provided at the end of the current subscription period and no refunds will be given in relation to cancellation by either party.
    1. Should the customer wish to cancel after a full 12 months of service have been provided, then, upon agreed cancellation date, and provided the account is in good order and no invoices are outstanding, then the website design and code, for the website designed and developed for the customer, shall be made available to the customer, and any domains that were registered by us, for the purposes of providing the website of the customer shall be made available for transfer to the customer.
    2. Should the customer wish to cancel before a full 12 months of service have been provided, then, upon agreed cancellation date, all intellectual property, including but not limited to the website design and code, and any and all domain registrations, shall remain the ownership of Subscription Labs Ltd. Any domain names registered by us, for the purposes of providing the website of the customer shall not be renewed and the customer will be responsible for its purchase and renewal.

Intellectual property

35. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
36. All copyright and other intellectual property rights existing in any content uploaded to the Service Provider’s portal by the Customer, or otherwise provided by the Customer to the Service Provider for use on the Service Provider’s portal or distribution to subscribers to the Service Provider’s portal, shall belong to the Customer.

Liability and indemnity

37. Each party’s liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.
38. The total amount of each party’s liability is limited to the total amount of Fees payable by you under the Contract.
39. Neither party shall be liable (whether caused by its employees, agents or otherwise) under these Terms and Conditions for:
    1. any indirect, special or consequential loss, damage, costs, or expenses; or
    2. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or
    3. any failure to perform any of its obligations if such delay or failure is due to any cause beyond its reasonable control; or
    4. any losses caused directly by any failure or breach by the other party in relation to its obligations under these Terms and Conditions; or
    5. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements.
40. Each party shall indemnify the other against all damages, costs, claims and expenses suffered by it arising from any loss or damage to any equipment (including that belonging to third parties) caused by the other party or the other party’s agents or employees.
41. Nothing in these Terms and Conditions shall limit or exclude either party’s liability for death or personal injury caused by that party’s negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

Circumstances beyond a party's control

42. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.

Communications

43. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
44. Notices shall be deemed to have been duly given:
    1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
    2. when sent, if transmitted by electronic mail; or
    3. on the third business day following mailing, if mailed by national ordinary mail; or
    4. on the fifth business day following mailing, if mailed by airmail.
45. All notices under these Terms and Conditions must be addressed to the most recent address or email address notified to the other party.

Compliance with laws

46. Each party shall comply with all applicable laws, regulations, codes and sanctions, including but not limited to, anti-bribery and anti-corruption legislation.

Confidentiality

47. Neither party (the “Receiving Party”) shall, either during this Contract or at any time after its expiry or termination, use or disclose to any third party (and shall use his best endeavours to prevent the publication and disclosure of) any Confidential Information belonging to the other party (the “Disclosing Party”). This restriction does not apply to:
    1. any use or disclosure authorised by the Disclosing Party or required by law, provided that where required by law, and to the extent legally possible, the Receiving Party notifies the Disclosing Party of such disclosure; or
    2. any information which is already in, or comes into, the public domain otherwise than through the Receiving Party’s unauthorised disclosure; or
    3. any information which lawfully comes into the Receiving Party’s possession from any third party, where the Receiving Party is not aware of any breach by such third party of any duty of confidentiality owed to the Disclosing Party in respect of such information.
48. For the purposes of this Contract, “Confidential Information” shall mean information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the customers, products, affairs and finances of the Disclosing Party or the Disclosing Party’s business for the time being confidential to the Disclosing Party and trade secrets including, without limitation, technical data and know-how relating to the Disclosing Party’s business, whether or not such information (if in anything other than oral form) is marked confidential.

No waiver

49. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

Unacceptable use of the platform

50. Should services provided be utilized to make available or provide any materials deemed pornographic, to encourage gambling, promote content otherwise illegal in any designated territory, or harmful to the reputation of Subscription Labs Limited, we reserve the right to terminate under clause 32a.

Severance

51. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and jurisdiction

52. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.