Terms & Conditions

OMNIUM SERVICES AGREEMENT v1

This agreement (the "Agreement") is between Omnium CMS ("Omnium") a trading name of Tracy McCarthy-Allen and Stuart McCarthy-Allen, both of 113 Lancaster Road, Morecambe, Lancashire, LA4 5QJ and you ("the Merchant") (together "the Parties") and governs the provision of services by Omnium or Omnium's supplier to the Merchant ("Omnium Service(s)". These are the terms and conditions for use of the Omnium Services and constitute a legal agreement between the Merchant and Omnium. In order to use any of the Omnium Services the Merchant must accept clauses 1 to 27 of this Agreement in their entirety and accept clauses 28 to 35 in so far as the particular Omnium Services specified therein are provided by Omnium to the Merchant. This Omnium Services Agreement replaces any previous agreement for the supply of services covered under this Agreement.

The Merchant may be an individual, an organisation, a company of limited liability or otherwise, a partnership of limited liability or otherwise or a charity or any other legal entity. The Merchant signifies its consent to this Omnium Services Agreement by checking the box on the web site situated at www.omnium-cms.com (the "Website") prior to registering and ordering one or more services, and the Merchant doing so thereby also acknowledges that it is duly authorised to make this Agreement and that it has read and understood this Agreement.

1 PURPOSE

The purpose of this Agreement is to enable the Merchant to conduct business with third parties or improve internal administrative processes with the help of Omnium Services.

In return for payment of the relevant fees as specified below in connection with the Omnium Services, Omnium will provide such Omnium Services and grants a royalty free licence, on the terms set out below, for use of software and interfaces for the purpose only of giving effect to the provisions of this Agreement and for the duration of the Agreement.

The Merchant agrees to abide by the terms of this Agreement.

2 DEFINITIONS

The Omnium Services which can be included under this Agreement include but are not limited to the following types ("Type of Service"):

support for Omnium's software products ("Product Support"),
the provision of web site hosting on a computer server connected to the Internet ("Hosting"),
the provision of licensed software and Hosting bundled together ("ASP Service"),
the provision of domain name management services ("Domain Name Registration Service"),
the provision of secure (SSL) certificates associated with a domain name ('sSL Certificates"),
the provision of a facility for sharing use of a web server where information can be captured under an SSL certificate ('shared SSL"),
the provision of information checking or look up services based on access to a database of information ("Post or Zip Code Lookup Or Other Information Services"),
the provision of upgrades to previously licensed software whose rights are owned by Omnium ("Product Upgrades").

3 DESCRIPTION OF EACH SERVICE

Each Omnium Service will, at the Website, have a description setting out the scope, term, pricing and Type of Service of such Omnium Service ('service Description"). Where the description also includes one or more of the following elements, these form part of the Omnium Services Agreement in relation to such Omnium Services (and these terms shall have the following meanings in this Agreement):

the initial fee to commence using the service ('setup Fee");
the contract term when the service is first purchased ("Initial Contract Period");
the contract term when the contract is renewed ("Contract Period");
this is also the Initial Contract Period when the Initial Contract Period is not explicitly specified;
the fee for the Initial Contract Period ("Initial Contract Price");
the normal fee for the Contract Period ("Contract Price"),
this is also the Initial Contract Price when the Initial Contract Price is not explicitly specified;
the details of how the fee may vary on contract renewal ("Loyalty Discount");
the term of the Agreement, which is either the Initial Contract Period or, following the first renewal, the Contract Period, ("Term");
the minimum time over which the Omnium Services must be renewed which is used when a Product Upgrade is included and the Merchant is committed to renew the contract a number of times ("Minimum Term"). Where no Minimum Term is specified there is no Minimum Term;
the unit of measurement of service usage for a particular service such as number of gigabytes of data transferred from a web server ("Transaction Type");
the actual service usage for a particular Transaction Type such as the actual number of gigabytes of data transferred from a web server ("Transactions");
the number of free Transactions for the Initial Contract Period ("Initial Transactions Included");
the number of free transactions for the Contract Period ("Transactions Included"),
this is also the Initial Transactions Included when the Initial Transactions Included are not specified;
the fee per transaction when the number of transactions consumed exceeds the Transactions Included or Initial Transactions Included as appropriate during a term ("Cost Per Additional Transaction");
the fee associated with each user working for the benefit of the Merchant and who has access to data supplied as part of this Agreement ("Fee Per Seat");
the current release or its immediate predecessor of any Omnium software product licensed to the Merchant under the End-user Agreement (as such term is defined in clause 5 of this Agreement) ("Omnium Product");
a service ordered by the Merchant and provided by Omnium to the Merchant under this Agreement ("Omnium Service");
the fee for each additional user who is able to access the Omnium Service for administration purposes ("Additional User Fee").
Where no fee is specified the Initial Contract Price and Contract Price as appropriate will be charged per additional user;
the fee for each additional web site for the Omnium Service ("Additional Per Web Site Fee").
Where no fee is specified the Initial Contract Price and Contract Price as appropriate will be charged per additional web site;
a description encompassing both the Contract Price and Contract Period ("Charge Band");
a third party, such as (but not limited to) The Royal Mail, who own the rights to data provided under this Agreement and who provide such data to Omnium under a license agreement (the "Licensor").

4 SERVICE PROVIDED

Omnium warrants that the Omnium Services provided materially comply with the Service Description at the Website, as amended from time to time, subject to the terms of this Agreement. Where there is any conflict between the Service Description and the terms of this Agreement the terms of this Agreement take absolute precedence. No other warranties are given except as expressed in this Agreement.

The provision of the Omnium Services is for a single web site only and for a single individual representing the Merchant to use at any one time only, except where an Additional Per Web Site and/or Additional User Fee is paid.

Omnium shall provide one or more user ids and passwords to allow the Merchant to access their account for Omnium Service across the Internet. Omnium shall provide a telephone number for contacting Omnium as specified from time to time on the Website for the relevant Omnium Service.
Omnium reserves the right at any time to revise and modify its software (the 'software"), release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of the Software or minor aspects of the Omnium Services, without notice to the Merchant. Omnium shall, as soon as reasonably practicable, notify the Merchant via its Website of any such amendments to the Software or the Omnium Services.

5 END-USER AGREEMENT

This Agreement is additional to the end-user agreement between Omnium and an end-user set out in the relevant Omnium Product as amended from time to time ("End-user Agreement"). Where the Merchant is licensed to use an Omnium Product under an End-user Agreement they are known as an "End-user". Where relevant to software licensing, terms shall have the same meaning given to them in this Agreement as in the relevant End-user Agreement, unless specifically defined in this Agreement. If there is any conflict between this Agreement and the End-user Agreement, the End-user Agreement takes precedence.

6 TAX AND OTHER DUTIES

All prices quoted are always exclusive of VAT and any other applicable tax, import, and all other duties which may be levied as required by law and Omnium may add VAT or such applicable tax to any fees it charges the Merchant.

7 COMMENCEMENT AND RENEWAL OF SERVICE

The Agreement will commence on the date the Merchant or a duly authorised representative of the Merchant agrees to the terms of this Agreement. This Agreement shall continue for the Term and renew automatically at the end of the Term and shall then remain in force until terminated by either Party in accordance with this Agreement.

8 PAYMENT

The Merchant shall pay the fees published on the Website from time to time or communicated otherwise by Omnium in relation to the relevant Omnium Service which may include: the Initial Contract Price (if any); the Contract Price; Setup Fee; Fee Per Seat; Additional User Fee; Additional Per Web Site Fee; and will take into consideration any Loyalty Discount and any taxes payable in accordance with clause 6. Payments shall be due and payable in advance of delivery of the Omnium Service, by direct debit or payment card. Omnium shall have no obligations under this Agreement until it has received cleared funds to cover such fees. It is the Merchant's responsibility to ensure that appropriate credit levels or account balances are available to meet all such fees and it is the Merchant's responsibility to ensure that the payment card or bank account details are valid at the time of payment and it is the Merchant's responsibility to inform Omnium of any changes to payment card details or bank account details using the prevailing method published by Omnium to do so. Any changes to payment details must be given to Omnium 14 days before the next due payment date.

9 VOLUME CHARGES

Associated with some Omnium Services are one or more Transaction Types. An additional fee to those set out in clause 8 above is payable as specified on the Website from time to time as "Cost Per Additional Transaction" in respect of each transaction of the relevant Transaction Type in excess of the specified number of Transactions Included. This charge or charges are due and payable after the transactions have been executed, and such charges are payable on demand and will be invoiced by Omnium. The responsibility to settle payment for such charges survives termination of this Agreement.

10 SERVICE AVAILABILITY

Omnium will make reasonable endeavours to provide the Omnium Services for 24 hours a day and 365 days a year except for example, but not limited to where, as with Product Support, more restricted hours of availability of a particular Omnium Service are published on the Website. Omnium shall pro-actively monitor server availability out of hours, where servers constitute part of the Omnium Service. The Omnium Service will occasionally be unavailable due to routine maintenance and will sometimes be unavailable due to technical failure or other problem.

11 SUPPORT

Support is only provided for the use and operation of Omnium Products where an Omnium Service incorporating Product Support has been agreed and relevant fees have been paid for such support.
Omnium may not provide such support where it reasonably determines (in its sole discretion) that:

the Merchant's enquiries relate to business practice, application consulting or training;
the Merchant's use of the Omnium Product is outside that set out in the documentation provided with the Software (the 'software Documentation");
the Merchant's use of the Support is excessive, abusive or fraudulent;
the Merchant is not using the current release of the Omnium Product or its immediate predecessor;
the Merchant has breached the End-user Agreement.

12 REFUNDS/RIGHTS TO WITHDRAW

The Merchant may cancel this Agreement without cause during the first 7 days from the date it accepts this Agreement, subject to the following charges:

the proportion of the Contract Price represented by seven days out of the Initial Contract Period; or
where the Omnium Service includes a Product Upgrade and the Merchant has requested such an upgrade, the full cost of the Setup Fee added to the Contract Price for the Minimum Term.

13 THE MERCHANT's RIGHT TO TERMINATE

In addition to the Merchant's rights at clause 12, the Merchant shall have the right to terminate this Agreement for any reason at any time using the prevailing method communicated by Omnium (this will normally be achieved by changes to the Merchant's online account provided by Omnium) or by giving 14 days notice to Omnium by email to cancellation@omnium-cms.com. Should the Merchant terminate the Agreement such that termination occurs prior to the end of the Minimum Term, then full payment as though the Agreement had been in place up to the end of the Minimum Term is due immediately to Omnium.

14 OMNIUM's RIGHT TO VARIATION AND TERMINATION

Subject to clause 4, Omnium may vary the material terms of this Agreement relating to Omnium Services or withdraw any Omnium Service on one calendar month's written notice by email to the email address given by the Merchant on registration or as updated by the Merchant in accordance with Omnium's prevailing stated method for doing so. Whenever such notice is given the Merchant shall have the right to terminate this Agreement provided it notifies Omnium in writing of its intention to terminate before the end of the notice period. Continued use of any Omnium Service 7 days after the date of Omnium's notice will constitute the Merchant's affirmative acknowledgement of the varied terms and agreement to them.

Omnium has the right, without notice to the Merchant (although notice must be given as soon as reasonably possible), to terminate this Agreement immediately or suspend provision of any part or all of the Omnium Service where Omnium reasonably believes that: (a) the Merchant has failed to timely pay Omnium any amount due to Omnium under this Agreement or (b) the Merchant has materially breached any term or condition of this Agreement or (c) the Merchant has entered into any form of insolvency or administration or (d) the merchant has performed, or threatened to perform, any act which might undermine the technical, commercial or other viability or integrity of any of the Omnium Services provided by Omnium or Omnium's suppliers or (e) a third party is abusing the facilities made available by the Merchant across the Internet using Omnium Services so as to undermine the commercial, technical or other viability or integrity of any of the Omnium Services provided by Omnium or Omnium's suppliers or (f) the Merchant's use of the Omnium Service adversely affects the use of the Omnium Service by other parties or (g) Omnium's supplier has terminated or suspended provision of any part or all of the Omnium Service or (h) the operation of the Omnium Service is being driven automatically by a computer where it is designed to be driven by a human operator or (i) the use of the Omnium Service is excessive or outside of the scale of usage indicated by The Merchant to Omnium. Such termination shall not prejudice any of Omnium's rights or claims.

15 EFFECTS OF TERMINATION

Upon the expiration and non-renewal or termination of this Agreement for any reason, the Merchant's access to, and use of, the Omnium Services and those of Omnium's suppliers shall terminate.

Following termination Omnium reserves the right to delete from its and its suppliers servers any and all information associated with the Omnium Service provided to the Merchant without liability for any loss, costs, expense or damage suffered by the Merchant.

The termination of this Agreement shall be without prejudice to the rights and remedies of either Party which have accrued up to the date of termination.

16 TRANSFERABILITY

Omnium Services are for use by the Merchant only. The Merchant is not permitted to transfer, assign or give away the Omnium Services without the prior written agreement of Omnium.

17 EXCLUSION AND LIMITATION OF LIABILITY

Nothing in this Agreement shall exclude or limit the liability of either Party for death or personal injury resulting from the negligence of that Party or in respect of fraud or of any statements made fraudulently by that Party, or arising under Part 1 of the Consumer Protection Act 1987 in respect of any defect in an Omnium Product.

Subject to the exception set out above and to the fullest extent permissible by law, Omnium will not be liable to the Merchant whether in contract (including under any indemnity or warranty), in tort (including negligence), under statute or otherwise for any (whether direct or indirect) of: (a) loss of profit; (b) loss of revenue; (c) loss of sales; (d) loss of anticipated savings; (e) loss or corruption of data; (f) loss of contract or opportunity; (g) loss of goodwill; (h) costs incurred in modifying, testing, implementing or configuring Omnium Products or Omnium Services (whether in accordance with the Software Documentation and other instructions and training or not); (i) unreasonable costs in remedying any loss; or (j) indirect or consequential loss.

Subject to the exception set out in the paragraph above and to the extent permissible by law, in the event that Omnium is liable to the Merchant in contract (including under any indemnity or warranty), in tort (including negligence), under statute or otherwise its liability shall be limited to a claim for the fees paid to Omnium during any single consecutive 12 month period after the Merchant's acceptance of this Agreement for any one event or series of connected events.

For purposes of this section, "Omnium" includes its employees, sub-contractors and suppliers.
The Merchant acknowledges that given the price paid for the Omnium Products and the Omnium Services, the short commitment required of the Merchant, the complicated nature of the software involved, the numerous software and hardware environment combinations in which the Omnium Products and the Omnium Service must operate, the fact that Omnium cannot anticipate the particular purpose for which the Merchant is using the software and the availability of insurance for any loss that the above limitations and exclusions are reasonable in all the circumstances.
Other than as expressly set out elsewhere in this Agreement all representations, warranties, conditions and terms express or implied whether statutory or otherwise are expressly excluded by Omnium and by Omnium's suppliers to the fullest extent permitted by law.

18 INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights relating to the provision of the Omnium Services and
Omnium Products are the property of Omnium or Omnium's suppliers or the Licensor or other third parties that have licensed the use of such rights to Omnium. Where a Licensor has licensed rights to Omnium with stated restrictions on sub-licensing these restrictions will apply to the Merchant and the Licensor shall have the right to enforce these restrictions on the Merchant through the courts.
The Merchant acknowledges and agrees that content available from Omnium or Omnium's suppliers or the Licensor or other third parties that have licensed the use of such rights to Omnium, including but not limited to text, software, music, sound, logos, trade marks, service marks, photographs, graphics, or video, is protected by copyright, trade mark, patent, or other proprietary rights and laws, and may not be used in any manner other than on the same restricted basis as specified for the purposes of this Agreement.

The Merchant will respect the intellectual property and copyrights of all third parties.
Omnium, Omnium's suppliers or the Licensor grant the Merchant a non-transferable and non-exclusive right and licence for the duration of this Agreement to use the Omnium Service in accordance with the documentation and any limitations imposed by the Licensor and use relevant support materials and documentation only as required to use the Omnium Service. Any use of the Intellectual Property Rights relating to any Omnium Service other than as authorised under this Agreement is prohibited including copying, disassembling, decompiling or reverse engineering software, interfaces or other intellectual property owned by Omnium or Omnium's supplier except to the extent explicitly permitted by statutory UK law. All rights not expressly granted are reserved.
Nothing in this Agreement shall prevent or restrict Omnium from using and exploiting any intellectual property rights, techniques, tools, ideas or know-how created, used or developed during the provision of the Omnium Service or the Omnium Product for any purpose whatsoever.
Omnium will keep the Merchant fully indemnified against all reasonable costs, claims, expenses, judgments and liabilities suffered by the Merchant howsoever arising through Omnium's or Omnium's supplier's infringement of third party intellectual property rights which have not been caused by actions of the Merchant provided that the Merchant notifies Omnium in writing of the claim or action immediately that the Merchant becomes aware of it; that the Merchant grants sole control of the defence of the claim or action to Omnium or Omnium's supplier at Omnium's sole discretion; and the Merchant gives Omnium or Omnium's supplier complete and accurate information at the time of disclosure and full assistance in enabling Omnium or Omnium's supplier to settle or defend the claim or action.

The Merchant will keep Omnium and Omnium's suppliers fully indemnified against all reasonable costs, claims, expenses, judgments and liabilities suffered by Omnium or Omnium's suppliers howsoever arising through the Merchant's infringement of third party intellectual property rights which have not been caused by the actions of Omnium or Omnium's suppliers.
The Merchant will keep Omnium and Omnium's suppliers fully indemnified against all reasonable costs, claims, expenses, judgments and liabilities suffered by Omnium or Omnium's suppliers howsoever arising through any claim or action by the Merchant's customers or prospects and arising out of use of the Omnium Service or the Omnium Product.

All intellectual property rights and any analogous rights of any nature created during the provision of support by Omnium for any Omnium Product or Omnium Service are the property of Omnium. The Merchant hereby assigns all right, title and interest in any such intellectual property rights and agree to provide any assistance that Omnium may require to perfect its title to such rights.

19 CONFORMANCE WITH THE LAW AND GENERAL STANDARDS OF DECENCY

Omnium reserves the right to refuse to provide the Omnium Service to the Merchant where Omnium believes, in its sole discretion, the Merchant:

(a) makes available goods or services, or uses or displays materials, that are illegal, immoral, obscene, vulgar, offensive, dangerous, or are otherwise inappropriate;

(b) has received two or more complaints for failing to be reasonably accessible to the Merchant's customers or timely fulfil customer orders or adequately deal with customers' complaints or warranty or service requirements;

(d) the Merchant is the subject of public adverse comment of a nature that Omnium's continued involvement in providing the Omnium Service to the Merchant might cause damage to Omnium's business.

The Merchant agrees that it is solely responsible for all goods and services sold, rented, leased, licensed or otherwise made available to other businesses, organisations or individuals by the Merchant and utilising Omnium Services or Omnium Products in order to supply them.

The Merchant agrees that it is responsible for conforming to all laws and will obey all laws regarding the use of the Omnium Service and the Omnium Products in the jurisdictions where it conducts business.

20 FORCE MAJEURE

Omnium shall not be liable for any failure in performing its obligations under this Agreement due to circumstances beyond its reasonable control. Neither Party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, or any other cause beyond the reasonable control of such Party; provided that the Party whose performance is affected by any such event gives the other Party notice thereof within ten (10) business days of such event or occurrence where such event has not made it impossible to do so.

21 COMMUNICATION

The Merchant's name, phone, fax number, address, email address and other data related to the provision of the Omnium Service (the "Merchant's Data") will be stored in Omnium's database and processed by Omnium in servicing the relationship with the Merchant, including disclosure to third party suppliers and consultants. Omnium will communicate with the Merchant using the Merchant's Data in connection with the provision of the Omnium Service and this may include, but is not limited to, Omnium's provision of information or updates about the Omnium Products and the Omnium Service, and information concerning payments, renewals and changes to this Agreement. By submitting the Merchant's Data to Omnium the Merchant agrees to Omnium's storage, use and disclosure of that data. Both parties agree that the instructions and authorisations given through any Omnium Service shall be treated as satisfying any legal requirements for communication in writing.
Any information provided by Omnium to the Merchant as part of any Omnium Service shall not be taken as conclusive evidence of the accuracy and completeness of any information thus given. Any such information may be adjusted at any time. In the event of any dispute regarding the Merchant's use of any Omnium Service the records kept by Omnium or Omnium's supplier shall be prima facie proof for the purposes of resolving such a dispute.

22 DATA PROTECTION

Both parties undertake to comply with provisions of the Data Protection Act 1998 ("the Act") in relation to the disclosure, use and storage of any personal information as defined in the Act.
Unless the Merchant notifies Omnium otherwise the Merchant agrees that Omnium may use and analyse the Merchant's Data to give information about services which may be of interest to the Merchant. If the Merchant does not wish to be contacted for marketing purposes by Omnium or by third parties the Merchant should send an email to the following address: marketing@omnium-cms.com.

The Merchant agrees that for the purposes described above their Data may be transferred to countries outside the EEA.

The Merchant expressly agrees that data pertaining to their sales or service, including but not limited to transaction data relating to payments, can be viewed by Omnium and by Omnium's suppliers in the normal course of their commercial activities but such data cannot be made available to other parties except where required by the law or where required by statutory authorities or by the banking system or where a suitable disclosure agreement has been signed with such parties. This right survives termination of this Agreement.

23 OMNIUM's SUPPLIERS

Omnium Services are provided by a combination of Omnium staff, equipment and software together with bought-in services from third party suppliers. Omnium uses this approach in order to achieve economies of scale and the Merchant acknowledges this fact and accepts that this a reasonable approach given the low cost of the services provided. Omnium may from time to time decide to use different suppliers to provide the Omnium Services. No contractual relationship shall exist between the Merchant and Omnium's suppliers.

24 CLAIMS AND INFORMATION

Either Party will notify the other Party promptly of any claim or potential legal claim in connection with this Agreement and provide reasonable details and give the other Party reasonable assistance in connection with the investigation or defence of such a claim.

The Merchant agrees to promptly provide such reasonable information as Omnium may request from time to time, in order that Omnium can comply with its obligations to its suppliers.

The Parties agree that they will keep confidential (except as required by law and as required for them to take professional advice, or as required by them to perform their obligations under this Agreement) all confidential information about this Agreement and the other Party's customers and suppliers, unless that information was already known to them or has entered the public domain by means other than the breach of this clause of the Agreement.

25 UNRELIABILITY OF COMMUNICATION SYSTEMS

The Merchant acknowledges that due to the nature of the Internet where service is accomplished by inter-connecting many different networks supplied by many different parties and where software used to provide service is hugely complex and subject to bugs and where access to the Internet is not provided by Omnium, it is inevitable that at times some Omnium Services will be unavailable to the Merchant or the Merchant's customers and that this will include but not be restricted to the availability of web servers and the resolution of domain names. In addition, the Merchant acknowledges that at times it will not be possible to contact Omnium by telephone due to the occasional malfunction of the public switched telephone network, Omnium's connection to it, and failure of equipment used for telephony.

26 USE OF THE SERVICE

It is the Merchant's sole responsibility to provide computer equipment and Internet connectivity in order to avail themselves of the Omnium Service and to determine which of their employees or representatives is granted access to the Omnium Services and Omnium does not accept any liability for failures in the relevant Omnium Service caused by such computer equipment and Internet connectivity. The Merchant agrees that all logins, passwords, transactions keys, hash keys and similar involved in the use of the Omnium Service will be kept confidential and each user id will be used by one person only. The Merchant agrees that all acts or omissions that occur in connection with the Omnium Service involving the Merchant's logins, passwords, transactions keys, hash keys and similar are the sole responsibility of the Merchant.

The Merchant agrees that appropriate security measures will be taken in relation to the Omnium Service such as logging off from all accounts when it is no longer necessary to remain logged in, locking the computer when left logged on but unattended and maintaining up to date anti-virus software.

It is the merchant's responsibility to conform with the Payment Card Industry Data Security Standard (PCI DSS) in relation to payment cards of all types and Omnium makes no warranties about PCI DSS conformance other than as stated in this Agreement.

In connection with any Omnium Service, the Merchant will report to Omnium as soon as practicable after it becomes aware of any:

a) abuse or threatened abuse of the Omnium Services;

b) loss of service;

c) factors affecting the performance of the Omnium Services;

d) failure, bug or data corruption in the Omnium Services;

e) unauthorised use or access to the Omnium Services;

f) known or suspected fraud;

g) The Merchant must immediately notify Omnium if it becomes aware that there has been a breach of security connected in any way with logins, passwords, transaction keys, hash keys or similar techniques used to validate use of the Omnium Service and Omnium or Omnium's supplier may act upon any such notification without further enquiry as to the identity or authority of the caller and block access to the Omnium Service and take any other action deemed necessary. The Merchant agrees to provide all reasonable assistance to Omnium and/or Omnium's suppliers in any investigation into these matters.

The Merchant irrevocably and unconditionally authorises Omnium or Omnium's suppliers to act upon all authorisations and instructions sent by the Merchant through any Omnium Service and agrees that the use of logins, passwords, transactions keys, hash keys and similar techniques is sufficient evidence for Omnium and Omnium's suppliers to act on such authorisations or instructions.

The Merchant undertakes not to disconnect or interfere with the operation of any aspect of the Omnium Service except where explicitly agreed in writing between the Parties and to use its best endeavours to prevent such disconnection or interference by any other party.

The Merchant is solely responsible for ensuring the accuracy of any data supplied to the Omnium Service and proper use of the Omnium Service.

The Merchant agrees that they will not attempt to rely on any terms and conditions in this Agreement if to do so would be an attempt to repudiate the validity of any instructions supplied by The Merchant to the Omnium Service.

27 CHOICE OF LAW AND JURISDICTION AND GENERAL

This Agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts. This Agreement contains the whole agreement between the parties in relation to all Omnium Services and supersedes any prior written or oral agreements relating to the same other than the End-user Agreement referred to elsewhere in this Agreement.

If any provisions of this Agreement are held to be invalid under any applicable statute or rule of law, they are to that extent omitted from the Agreement without affecting the validity or enforceability of the remainder.

The failure or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or a waiver of other rights or remedies.

No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.

Any action against Omnium must be brought within 2 years after the cause of action arises.
This Agreement does not confer the right on any third party (other than as expressly provided for herein) to enforce any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise. Any rights conferred on any third party hereunder may be altered or extinguished by the written agreement between the parties without the consent of the third party.

Where the context so admits words denoting the masculine gender shall include the feminine or the neuter and vice versa and words denoting the singular shall denote the plural and vice versa.

Sub-headings are solely to aid the reading of the Agreement and do not form part of the Agreement.
Although Omnium makes all reasonable efforts to ensure that the Omnium Service provided is secure, the Merchant acknowledges that the Internet is inherently insecure and subject to attacks whose nature cannot be predicted or fully protected against. Omnium gives no warranties and makes no claims about the security of the Omnium Service other than explicitly stated in this Agreement.

Parts of servers providing Omnium Services are designed for administration of the service and not for access by the Merchant. The Merchant agrees not to access such areas, accepts liability for such access if performed by an employee or agent of the Merchant and acknowledges that actual or attempted access to these areas may be subject to prosecution.

Parts of Omnium Service are protected so that differing fees may be payable for differing functionality or service levels. The Merchant agrees: not attempt to circumvent such protection; to advise Omnium if such protection can be circumvented; to accept liability for circumvention if performed by an employee or agent of the Merchant in contravention of the relevant user documentation; and acknowledges that actual or attempted access to functionality or service levels not available for the fee paid may be subject to prosecution.

SPECIFIC CLAUSES RELATING TO SPECIFIC SERVICES

28 PRODUCT SUPPORT

Where Omnium Services including Product Support are provided to the Merchant, the terms in this clause apply in addition to those set out in clauses 1-27 inclusive of this Agreement.

Omnium will supply telephone based advice on the use and operation of the Omnium Product which has been licensed by the Merchant and where the Merchant has purchased the appropriate Omnium Service for Product Support for that product.

Subject to clause 11 above, the Merchant may obtain assistance with any technical difficulty that may arise in connection with Merchant's utilisation of an Omnium Service by calling or sending an email to Omnium's technical support team.

Omnium will provide such support for the Omnium Service on weekdays between the hours of 9.00am and 5.00pm (support centre local time). Omnium will not provide such support on support centre local public holidays or where it reasonably determines, in its sole discretion, that systems and server maintenance is necessary or its staff occasionally require training or team building.

Omnium reserves the right to limit each telephone call to one single support issue or question and to a duration of thirty minutes (an "Incident"). Omnium further reserves the right to limit the Merchant's support to an average of one incident per month.

Such support calls may be recorded to maintain quality of service and for training purposes.

Subject to and in accordance with the terms of this Agreement, Omnium's sole support obligation is to provide reasonable and good faith efforts to resolve the Merchant's enquiries arising from the Merchant's use of the Omnium Product in accordance with the Software Documentation.

This is the end of the terms relating solely to Product Support.

29 PRODUCT UPGRADES

Where Omnium Services which include Omnium Product Upgrades are provided to the Merchant, the terms in this clause apply in addition to those set out in clauses 1-27 inclusive of this Agreement:

During the Term, the Merchant will be entitled to all Software upgrades for the relevant Omnium Products licensed to the Merchant without further charge.

In the event that the Merchant purchases an upgrade from one Omnium Product to another (for example, Omnium Base to Omnium Pro) but does not elect to pay any further fees necessary to upgrade the Product Support under this Agreement to match the upgraded Omnium Product, the Product Support will terminate. The Merchant will be entitled to a refund of a proportion of the fees paid which are attributable to the unexpired complete months before the end of the Term, taking into consideration any discount that has been given on the upgrade fee related to Product Support.

This is the end of the terms relating solely to Product Upgrades.

30 DOMAIN NAME REGISTRATION SERVICE

Where Omnium Services which include Domain Name Registration Services are provided to the Merchant, the terms in this clause apply in addition to those set out in clauses 1-27 inclusive of this Agreement:

Omnium's Domain Name Registration Service will be provided through a supplier which is an accredited registrar with the Internet Corporation for Assigned Names and Numbers ("ICANN") for Top Level Domain Names ("TLDs") (such as .com, .net, .org, .de, co.uk, etc.) ("Domain Name Registrar"). ICANN oversees registrations and other aspects of the TLDs. Domain name registrations are only for limited terms, which end on the expiration date. For domain names which are created as a new registration out of the available namespace, the term begins on the date the domain name registration is acknowledged by the applicable registry; for domain name registrations which were not returned to the available namespace, the term begins on the date the previous registrant's domain name registration was acknowledged by the applicable registry.

Omnium's sole responsibility will be to liaise with the Domain Name Registrar on the Merchant's behalf and Omnium does not accept responsibility for the actions and/or omissions of the Domain Name Registrar. Omnium does not make any warranty that the domain name requested by the Merchant will be accepted for registration in the register of the Domain Name Registrar, nor will it be liable for any costs of the Merchant incurred if the application for registration is unsuccessful. Omnium does not accept responsibility for any liability to third parties for breach of their intellectual property rights in relation to the domain name requested by the Merchant.

Omnium warrants that it will make no charge for any request to transfer a domain name registered to the Merchant from Omnium's control and will not to be obstructive to such a request and will respond in a timely manner to such a request.

Domain names expire and can be lost. Where the Merchant has failed to pay on time Omnium will not pay third party fees in order to secure domain names and the loss of the domain name will result.

This is the end of the terms relating solely to Domain Name Registration Service.

31 HOSTING

Where Omnium Services which include Hosting are provided to the Merchant, the terms in this clause apply in addition to those set out in clauses 1-27 inclusive of this Agreement:

For Hosting, a Transaction is one gigabyte of data transferred from any web site that is hosted. Although Omnium makes all efforts to ensure the Service provided is secure, Omnium gives no warranties and makes no claims about this security. Should any third party gain unauthorised access to the Merchant's account, Omnium shall not be held responsible in so far as such unauthorised access does not relate to a breach of the terms of this Agreement by Omnium.

The Merchant remains wholly responsible for the accuracy and completeness of the content provided on the hosted web site and, notwithstanding Omnium's rights under clause 19 of this Agreement, the Merchant shall ensure that such content is compliant with all applicable laws and regulations and does not infringe the rights of any third party.

The Merchant shall indemnify Omnium against all damages, losses, expenses arising as a result of any action or claim that the content on the hosted web site infringes laws or regulations or is in anyway obscene, offensive, defamatory, or in breach of any third party intellectual property rights.
All intellectual property in content provided to Omnium for Hosting shall remain the property of the Merchant but the Merchant hereby grants Omnium a non-exclusive worldwide licence to use such content for the purpose of Hosting.

This is the end of the terms relating solely to Hosting.

32 SSL CERTIFICATES

Where Omnium Services which include SSL Certificates are provided to the Merchant, the terms in this clause apply in addition to those set out in clauses 1-27 inclusive of this Agreement:

Omnium's SSL Certificate service will be provided through a supplier which is an accredited and recognised provider of SSL certificates. Omnium's sole responsibility will be to liaise with such supplier on the Merchant's behalf and Omnium does not accept responsibility for the actions and/or omissions of such supplier.

Omnium does not accept any responsibility for the SSL certificate or any losses which are caused by a deficiency in the SSL certificates that are issued by the third party supplier.

SSL Certificates expire and can be lost. Where the Merchant has failed to pay on time Omnium will not pay third party fees in order to secure the SSL certificate and the loss of the SSL certificate will result.

SSL certificates apply to a particular IP address. If any service is moved to another web server, the SSL certificate will not operate and a new one must be purchased.

This is the end of the terms relating solely to SSL Certificates.

33 SHARED SSL

Where Omnium Services which include Shared SSL are provided to the Merchant, the terms of his clause apply in addition to the terms set out in clause 1-27 inclusive of this Agreement:

Omnium does not accept any responsibility for the SSL certificate or any losses which are caused by a deficiency in the SSL certificates that are issued by the third party supplier.

The Shared SSL service is not Payment Card Industry Data Security Standard (PCIDSS) certified and The Merchant accepts that compliance with the relevant banking codes is its responsibility.

This is the end of the terms relating solely to Shared SSL.

34 ASP SERVICE

Where Omnium Services which include ASP Services are provided to the Merchant, the terms in this clause apply in addition to those set out in clauses 1-27 inclusive of this Agreement and clause 31:

Omnium hereby grants the Merchant a non-exclusive, non-transferable licence to use the Software only on a web server controlled by Omnium for the sole purpose of making available goods or services for sale, lease or rental on such server ("the Service").

Omnium shall not be required to deliver a hard copy of any software to the Merchant.

The Merchant shall not copy the software or use it on computers other than a server controlled by Omnium and the Merchant acknowledges that the Software remains at all times the property of Omnium. Without Omnium's express written agreement the Merchant shall not use web pages or parts of web pages generated by means of the software, other than content that originates from and is proprietary to the Merchant, on any server other than the servers controlled by Omnium.

The Merchant acknowledges and agrees that the software is intended for access and use by means of web browsing software.

This is the end of the terms relating solely to ASP Service.

35 POST OR ZIP CODE LOOKUP OR OTHER INFORMATION SERVICES

Where Omnium Services including Post or Zip Code Lookup Or Other Information Services are provided to the Merchant, the terms in this clause apply in addition to those set out in clauses 1-27 inclusive of this Agreement:

Omnium's service will be provided in accordance with the terms and conditions of the Licensors which are in some cases the appropriate authority providing the licensing of the service and/or database and the Merchant agrees to be bound by these terms. For post codes in the UK this is the Royal Mail and such terms are available by following this link: www.royalmail.com. Licensors shall have the right to enforce the provisions of this Agreement which are for their benefit, by virtue of section 1 of the Contracts (Rights of Third Parties) Act 1999.

Omnium does not warrant that the information provided by the Licensors is correct or that it does not infringe a third party's rights.

A Fee Per Seat may apply to each user or computer which has access to the data.

This is the end of the terms relating solely to Post or Zip Code Lookup Or Other Information Services.