1 Terms and Conditions of Use

1.1 These Terms govern your access to and use of the Website including, without limitation: (a) all services available through the Website (collectively, the "Services"); (b) all content available through the Website, including but not limited to text, graphics, data, images, software and other material presented or otherwise displayed through the Website (collectively, the "Content") (c) your membership of the Website ("Membership").

1.2 By using or accessing any of the Services or Content, you or the entity you are authorised to represent ("You" or "Your" or "Yourself") signify Your agreement to be bound by these Terms (excluding clause 4 and clause 5). If You do not agree with such Terms, You should not use all or any part of the Website.

1.3 By accepting the Terms during the Membership joining process, You signify Your agreement to be bound by these Terms (including without limitation clause 4 and clause 5). If You do not agree with such Terms, You will not be permitted to continue with the joining process.

1.4 The Website is provided by Oxford Innovation Limited ("We", "Our" or "Us"), holder's of the management contract for DiagnOx

2 Amendments

2.1 We may revise and update these Terms at any time and from time to time and any changes will be posted on the Website. We shall endeavour to give You at least 30 days notice of any revisions or changes to any Terms that relate to Your Membership.

2.2 Your continued use of the Website following such change or notification shall be deemed to be Your acceptance of any such change.

2.3 It is Your responsibility to check regularly to determine whether the terms have been changed. If You do not agree to any change to the Terms then You must immediately stop using the Website.

3 Your use of the Website and Intellectual Property Rights

3.1 You may apply to join the Website and become a subscribing member ("Member") or apply to become a registered user ("Registered User") of the Website.

3.2 Any and all intellectual property rights ("Intellectual Property") associated with the Website, the Services and the Content are Our property or the property of Our licensors. Save as expressly provided below, We do not convey any interest in or to the Website, Services and Content by permitting You to access the Website.

3.3 We grant You a personal, non-transferable, revocable licence to access the Website and download Content to a local hard disk and print extracts from this Website for Your personal or business use. You may also recopy downloaded and printed extracts to others provided You do not do so for profit. You will not remove or obscure the copyright notice or other notices contained in the Website, or on anything retrieved or downloaded from the Website.

3.4 None of the Content of this Website may be copied or otherwise incorporated into or stored in any other Website, electronic retrieval system, publication or other work in any form (whether hard copy, electronic or other) or retransmitted in any form by any means, nor may any Content be modified or translated into any language or computer language, without our prior written consent.

3.5 Framing of and links to this Website or any part of it is not permitted without Our permission. Please direct Your request to diagnox@diagnox.co.uk

3.6 The provisions of clauses 3.2, 3.3 and 3.4 shall not apply to any Content posted on the Website by You or otherwise provided to Us by You ("User Content") as a Member.

3.7 You grant to Us an irrevocable, perpetual and royalty-free licence to use and sub-licence the use of the User Content within the Website, the Community (defined in clause 3.8 below) and in any other manner We choose. The licence extends to copying, distributing, broadcasting or otherwise transmitting, adapting and editing such User Content. We may use such User Content in Our sole discretion and may remove it from the Website at any time without notice to You.

3.8 The "Community" is a web-based business sector network operated by the Brand Blue Limited and which may be searched and accessed via a link from the Website.

4 Membership and fees

4.1 We do not offer Membership of the Website. Instead, We invite You to apply for Membership and We reserve the right to decline any such application received from You. If We accept Your application, We will notify You and Your Membership contract will be formed at the time of sending such notification to You. Your Membership contract shall consist of these Terms, including without limitation this clause 4.

4.2 The Membership fee ("Membership Fee) is payable annually in advance in cleared funds within 30 days of Our acceptance of Your Membership application and any anniversary thereof. Each annual period of Membership runs from the date on which We accept Your Membership application.and confirm your membership login and password details.

4.3 The Membership Fee applicable to Your first year of Membership is as listed on the Website on the date You submit Your Membership application. The Membership Fee applicable to each subsequent year of Membership is as listed on the Website on the date You renew Your Membership.

4.4 All Membership Fees payable by You are exclusive of VAT which shall be paid by You at the rate and in the manner for the time being prescribed by law.

4.5 If the Membership Fee applicable to Your first year of Membership is not paid within the time period referred to in clause 4.3, then Your Membership shall automatically terminate.

4.6 If the Membership Fee applicable to any subsequent year of Membership is not paid within 30 days of commencement of the Membership year in question, We shall send You a payment reminder by email to the email address You submitted on joining or which You subsequently advised to us. If the Membership Fee in question is not paid within the period referred to in such payment reminder, then Your Membership shall expire on the last day of such period.

4.7 You will:

4.7.1 provide true, accurate, current and complete information about Yourself as prompted by the Website membership directory entry form ("Member Information"); and

4.7.2 maintain and promptly update Your Member Information if Your details change at any time to keep it true, accurate, current and complete [by accessing the 'Your details' option section in the Members area of the Website].

4.8 If You provide any information that is inaccurate or not current, or We believe in Our sole discretion that such information is false, inaccurate or incomplete, We have the right to decline, suspend or terminate Your Membership and all current or future use of the Website (or any part thereof).

4.9 You will be provided with a username and a password following the registration or joining process. You are responsible for maintaining the confidentiality of the username and password and are fully responsible for all activities which occur under them during Your use of the Website. Your password is to be used solely for Your use of and access to the Website. You are prohibited from distributing, providing or otherwise making available Your password to any third party.

4.10 You agree to notify Us immediately of any unauthorised use of Your username or password or any other breach of security of which You become aware. We shall not be responsible or liable to You or any third party for any unauthorised use of Your password. You may not use the password of another Member. You agree not to impersonate any other person or to use a false name or a name that You are not authorised to use.

4.11 You may have the right to withdraw from Your Membership contract without penalty and without the need to give Us any reason at any time during a period of seven working days (Monday to Friday inclusive) which shall begin from the day after We accept Your Membership application. For Your convenience, We will notify You as to whether You have a right to withdraw in respect of Your Membership contract at the time We accept Your Membership application.

4.12 We agree to reimburse You, free of charge, within 30 days of notification of Your withdrawal, any Membership Fee already paid to Us for Your first year of Membership.

4.13 The right of withdrawal shall not apply, in any event, if You make any use of the Membership area of the Website before the end of the seven working day period.

5 Membership obligations

5.1 You agree that You will only use the Website in a manner that is consistent with these Terms and in such a way as to ensure compliance with all applicable laws and regulations (including without limitation, Your local law).

5.2 As a Member of the Website, You agree that You will not:

5.2.1 post or transfer to the Website (or include in any message) any material which is illegal, misleading, inaccurate, obscene, pornographic, offensive, derogatory, defamatory, threatening, discriminatory, in breach of any copyright or other intellectual property right, in promotion of illegal or unlawful activity or which may, in Our judgement, cause annoyance, inconvenience or anxiety to any person or company;

5.2.2 post or transfer to the Website (or include in any message) any material which is damaging to or which may interfere with the data, software or the performance of the Website or the Community or Our or any other parties' computer system;

5.2.3 use the Website in such a way that You cause the whole or part of the Website or the Community to be interrupted, damaged, rendered less efficient or in any way impaired;

5.2.4 make repetitive postings or perform other actions which may interfere with the operation of the Website or the Community;

5.2.5 use any computer code, program or routine to extract or to attempt to extract any part of the database comprising all postings of the Website and the Community;

5.2.6 post contact or personal information about any other individual without the permission of that individual or post material without the permission of the owner of that material;

5.2.7 send e-mail or postal correspondence to any other user of the Website or the Community after being requested to stop doing so by that user or Us;

5.2.8 refuse to follow a reasonable instruction or direction from Us.

5.3 To the extent to which Your use of the Website or the use by any person who may be authorised by You or for whom You are responsible (for example, as employer) causes loss or damage to Us or any other person, You agree to indemnify Us immediately on demand in relation to any such losses or damages attributable to such use, including where necessary any legal, administrative or technical charges that may arise from such use.

6 Our Obligations and Liability to You

6.1 The Website, the Services and the Content is provided on an "as is" basis. We cannot guarantee and make no representation or warranty that the Website, the Services and the Content will meet Your requirements or will be uninterrupted, timely, secure or error-free, that defects will be corrected, that the Website, including without limitation any downloads from it, or the server that makes it available, are free of viruses or bugs and will not cause interruptions to Your computer Systems or that the Content will be accurate, complete or reliable. The use of the same is at Your own risk. If you become aware of any inaccuracies or errors in the Content, please notify Us by contacting DiagnOx@DiagnOx.co.uk

6.2 We do not endorse or agree with any of the Content submitted to Us by a Member of the Website or provided by or obtained from any other third party. You agree that all Content posted or uploaded to the Website is solely the opinion of the Member posting it. You should verify any Content obtained from this Website before acting upon it.

6.3 All other warranties, terms and conditions, whether express or implied, statutory or otherwise relating to the Website, the Services and the Content or sites accessed through this Website are excluded to the extent permitted by law.

6.4 Notwithstanding any other provisions of these Terms, We do not exclude or limit Our liability for death or personal injury caused by Our negligence or for fraud or in respect of any other liability which cannot be excluded or restricted by law.

6.5 Except in relation to liability governed by clause 6.4 Our total liability to You arising out of or in connection with these Terms and Your use of or inability to use the Website, the Services or the Content (whether in contract, tort (including negligence), breach of statutory duty or otherwise) shall not exceed one thousand pounds (£1,000).

6.6 To the extent permitted by law, We do not accept responsibility or liability (whether in contract, tort (including negligence), breach of statutory duty or otherwise) arising out of Your use of or inability to use the Website, the Services or the Content for any loss of profit, data, goodwill or business opportunities or anticipated savings or benefits or business interruption or for any type of indirect, special or consequential loss, even if that loss or damage was reasonably foreseeable or We were aware of the possibility of that loss or damage arising.

6.7 We may provide links to other websites or resources operated by other organisations, including but not limited to the Community ("Third Party Website"). Using a link means that You will leave Our Website. These links are provided solely as a convenience to You and not as an endorsement by Us of the content on such Third Party Websites. We make no representations or warranties regarding the correctness, accuracy, performance or quality of any content, software or service found at any Third Party Website. The products and services offered on such websites, if any, will be subject to the terms and conditions referred to on such Third Party Websites.

6.8 You acknowledge that We will not be party to any transaction, contract or any other arrangement with a third party that You may enter into through or as a result of use of the Website or the Services and that We shall have no liability to You in respect of any such transaction, whether arising in contract, tort, under statute or otherwise. You undertake that You will not involve Us in any dispute between Yourselves and such third party.

7 Our Rights

7.1 We reserve the right to:

7.1.1 deny, suspend or terminate Your access to the Website or any part thereof and Your Membership (where applicable) if Your use of the Website or that part is deemed by Us abusive, excessive, or against the interests of other users or in breach of these Terms;

7.1.2 modify or withdraw, temporarily or permanently, the Website (or any part thereof), including, without limitation, any User Content posted or uploaded by You, with or without notice to You and You confirm that We shall not be liable to You or any third party for any modification to or withdrawal of the Website;

7.1.3 terminate Your Membership if We permanently withdraw the Website or if We anticipate that it will be unavailable for a continuous period of 30 days or more.

7.2 However, We shall use Our reasonable endeavours to give you reasonable advance notice if We are going to withdraw the Website on a permanent basis or if We anticipate that it will be unavailable for a continuous period of 30 days or more.

7.3 We reserve the right to refuse to place any Content or material provided by You onto the Website in Our sole discretion and to remove any Content or material from the Website once uploaded in Our sole discretion.

8 General

8.1 If any part of the Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the Terms and shall not affect the validity and enforceability of any of the remaining provisions of the Terms.

8.2 No forbearance, delay or indulgence by Us in enforcing the provision of these Terms shall prejudice or restrict Our rights nor shall any waiver of Our rights operate as a waiver of any subsequent breach and the rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

8.3 We may at any time assign, transfer, charge or deal in any other manner with this Agreement or any of the rights under it, or sub-contract any or all of its obligations under it. You may not assign, transfer, charge or deal in any other manner with these Terms or any rights under it or purport to do any of the same without Our prior written consent.

8.4 These Terms constitute the entire and only agreement and understanding between the parties relating to the subject matter covered and supersedes any previous agreements, arrangements, undertakings or proposals, written or oral, between the parties in relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of the Terms. You acknowledge that, in agreeing to accept the Terms, You have not relied on or been induced to enter into these Terms by any statement, representation, warranty or understanding of any person (whether a party to these Terms or not) which is not set out in the Terms. You agree that You shall have no right of action or remedy against Us arising out of or in connection with any statement, representation, warranty or understanding of any person (whether a party to these Terms or not) which is not set out in the Terms. The only remedy available to You shall be for breach of contract under the terms of these Terms or any Additional Terms. Nothing in this clause 8 shall operate to limit or exclude any liability for fraud.

9 Law

The Terms shall be governed by and construed in accordance with the laws of England. The courts of England shall have exclusive jurisdiction to hear or decide any claim, action or proceedings and to settle any disputes arising out of or in connection with these Terms for these purposes each party irrevocably submits to the jurisdiction of the English courts