1. Definitions and Interpretation

In these Terms of Service ("Terms"): (a) "Company", "we", "us", and "our" means Cell Culture Automation Ltd, trading as CCA BIO; (b) "Site" means the website located at cca.bio; (c) "Services" means the Site and all related products, software, APIs, documentation, quotation and invoicing tools, communications, and platform offerings made available by the Company, including CCA Labs; (d) "you" and "your" means the person or legal entity accessing or using the Services; and (e) "Customer Data" means data and content submitted by you to the Services.

Headings are for convenience only and shall not affect interpretation.

2. Acceptance and Binding Effect

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms. If you do not agree, you must not access or use the Services.

If you access or use the Services on behalf of a legal entity, you represent and warrant that you have authority to bind that entity, and references to "you" include that entity.

3. Eligibility and Authority

You must be at least 18 years of age and capable of entering into legally binding agreements under applicable law.

4. Scope of Services

The Company provides digital infrastructure for laboratory and biotechnology workflows, including product information, quote generation, invoice issuance, and platform services.

We may modify, suspend, or discontinue all or part of the Services where reasonably required for operational, security, legal, or product-development reasons.

5. Accounts and Credentials

Where account access is required, you shall provide accurate and complete information and keep that information current. You are responsible for safeguarding credentials, access tokens, and account access methods.

You shall notify us without undue delay at hello@cca.bio of any suspected unauthorised use or security incident affecting your account.

6. Acceptable Use and Restrictions

You shall not, and shall ensure that your users do not:

• Use the Services in breach of any applicable law, regulation, or third-party right.
• Access or attempt to access systems, data, or interfaces without authorisation.
• Interfere with, disrupt, or degrade the integrity, performance, or security of the Services.
• Upload malicious code, malware, or harmful content.
• Use the Services to process data you are not legally entitled to process.
• Misrepresent affiliation with the Company or misuse Company branding and intellectual property.

7. Quotes, Orders, and Contract Formation

Unless expressly stated otherwise in writing, quotations are informational and non-binding, and may be subject to expiry, change, or withdrawal.

An order is not accepted until confirmed by the Company in writing. We reserve the right to reject or cancel orders where reasonably required, including in relation to availability, pricing error, sanctions, export controls, fraud, compliance concerns, or legal restrictions.

8. Fees, Invoicing, Taxes, and Payment

Fees are payable in accordance with the applicable quotation, invoice, or subscription terms. You shall pay all amounts due in full and on time, without set-off except where required by law.

You shall provide accurate and complete billing and tax information, including VAT information where applicable. Unless otherwise stated, fees are exclusive of taxes, duties, withholding, and bank charges, which are your responsibility.

The Company may retain and disclose financial and transactional records where required by applicable law, including UK tax and HMRC-related obligations.

9. Subscriptions and Renewal

Subscription services are billed in advance on the billing cycle specified at purchase. Unless expressly agreed otherwise in writing, subscriptions renew automatically for successive billing periods until cancelled.

10. Customer Data and Confidentiality

As between the parties, you retain all right, title, and interest in Customer Data. You grant the Company a non-exclusive, worldwide, royalty-free licence to host, process, transmit, and store Customer Data solely to provide, secure, maintain, and improve the Services in accordance with these Terms and applicable law.

You are solely responsible for the legality, quality, integrity, and accuracy of Customer Data and for obtaining all required permissions and lawful bases for processing.

11. Intellectual Property Rights

The Services, including software, source code, user interfaces, text, graphics, and documentation, are protected by intellectual property rights and are owned by or licensed to the Company. Except as expressly permitted in writing, no licence is granted to copy, modify, distribute, reverse engineer, or create derivative works.

12. Third-Party Services

The Services may interoperate with or include links to third-party services. The Company does not control and is not responsible for third-party services, and your use of them is subject to third-party terms and policies.

13. Compliance and Scientific Use Disclaimer

Unless expressly agreed otherwise in writing, the Services are provided for operational and research-support purposes and are not medical advice, clinical diagnosis, or treatment guidance.

You remain solely responsible for validating outputs and for compliance with all legal, regulatory, quality, and laboratory obligations applicable to your activities.

14. Service Availability

While the Company seeks to provide reliable access, the Services are not guaranteed to be uninterrupted, timely, secure, or error-free. Maintenance, upgrades, incidents, or factors outside our control may affect availability.

15. Suspension and Termination

We may suspend or terminate access to all or part of the Services immediately where reasonably necessary, including for security, legal compliance, non-payment, breach of these Terms, or risk to systems or users.

Upon termination, your right to access the affected Services ceases. Subject to law and technical feasibility, we may provide a limited period for data export.

16. Warranties Disclaimer

To the maximum extent permitted by law, the Services are provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, statutory, or otherwise, including merchantability, fitness for a particular purpose, and non-infringement.

17. Limitation of Liability

Nothing in these Terms excludes or limits liability to the extent such liability cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

Subject to the foregoing, the Company shall not be liable for any indirect, incidental, special, punitive, or consequential loss, or for loss of profit, revenue, business, goodwill, or data.

Subject to applicable law, the Company's aggregate liability arising out of or in connection with the Services and these Terms shall not exceed the total fees paid by you for the relevant Services during the 6 months immediately preceding the event giving rise to the claim.

18. Indemnity

You shall indemnify, defend, and hold harmless the Company and its officers, employees, and affiliates from and against losses, claims, liabilities, damages, and costs (including reasonable legal fees) arising from your breach of these Terms, misuse of the Services, or infringement of third-party rights.

19. Governing Law and Jurisdiction

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales. Subject to mandatory law, the courts of England and Wales shall have exclusive jurisdiction.

20. General Provisions

Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Waiver. A failure or delay by the Company to exercise any right shall not constitute a waiver of that right.

Entire Agreement. These Terms constitute the entire agreement between you and the Company in relation to use of the Services, except where superseded by express written contract.

Assignment. You may not assign or transfer your rights or obligations under these Terms without prior written consent of the Company. The Company may assign these Terms as part of reorganisation, merger, sale, or by operation of law.

Third-Party Rights. A person who is not a party to these Terms shall have no right to enforce any term under the Contracts (Rights of Third Parties) Act 1999, except where expressly stated.

21. Changes to These Terms

We may amend these Terms from time to time. Updated Terms will be published on the Site with a revised update date. Continued use of the Services after publication constitutes acceptance of the amended Terms.

22. Contact and Legal Notices

Legal notices and enquiries regarding these Terms shall be sent to hello@cca.bio.