CPM Internet 2009 Terms & Conditions Company Reg: 6602918 VAT: 922 8411 35
Terms and Conditions CPM Internet
These terms and conditions apply to the agreement between us and you and are about our provision of the Service to you.
1. Definitions
“Website” means any combination of text and/or graphics and/or photographs displayed online in Advertising Media (including hypertext links) intended to promote the identity, products or services of an individual, business or organisation.
“Advertising Media” means the online directories and Internet Search Engines on which we may display a Website
"Agreement" means the agreement between you and us for the provision of the Service, the terms of which are set out in these Terms and Conditions, the Confirmation of Order and the Confirmation of Service.
"Business Day" means a day, other than a Saturday or a Sunday, on which clearing banks are open for commercial business in both Edinburgh and London.
"Charges" means the yearly fee, and any one-
"Confirmation of Order" means the document entitled "Confirmation of Order" sent by us to you after your placement of an order for services and confirming certain details of the services you have selected and certain terms applicable to those Services.
"Confirmation of Service" means the document entitled "Confirmation of Service" contained in the welcome pack sent by us to you following your placement of an order for services and confirming certain details of the Services you have selected, certain terms applicable to those services, and your selected payment method.
"Service" means products and services provided by us relating to the Internet, World
Wide Web and e-
“Service Start Date” means the earliest date on which a Website detailed on the Confirmation of Order is published.
"us" and "we" and "our" means Cyan Web Designs Limited trading as CPM Internet, incorporated in England with company number 6602918 and VAT number GB245719348.
“Website” means the website located at www.cpm-
“you” and “your” means the company or other person wishing to buy Services.
Terms and Conditions
Before using the Service you should read these terms and conditions and any additional terms contained in your Confirmation of Order carefully. By using the Service you agree to be bound by these terms and conditions, whether or not you are a registered user of the Service. Where we agree to provide any more products or services these may be provided by us or by a third party.
You confirm that in relation to any Agreement you are acting in a business capacity and are not and will not "deal as a consumer" for the purposes of section 12 of the Unfair Contract Terms Act 1977.
If you believe that you may be acting as a consumer and not for the purposes of a business you should contact us using the contact details given in the Confirmation of Order and Confirmation of Service.
2. Commencement
2.1 The Agreement begins on the date we communicate our acceptance of your order for the Service(s) and continues until ended by either of us in accordance with the Agreement.
2.2 The Service will commence on the Service Start Date.
3. Operational Changes
3.1 Occasionally, for operational reasons, we may:
(i) change the way we provide the Service, provided that any change does not significantly affect the performance or functionality of the Service; or
(ii) interrupt or suspend the Service. If this happens we will restore the Service as quickly as possible.
4. Customer Obligations
4.1 You appoint us to act on your behalf for the provision of the Service.
4.2 In using the Service you shall keep to all laws applicable to this use.
4.3 You must not use the Service:
(i) in any way that is unlawful or in contravention of any licence, code of practice,
instructions or guidelines issued by a regulatory authority, third person’s rights
or our Advertising Policies located at www.cpm-
(ii) in any way we consider is or is likely to be detrimental to the provision of the Service to you or to any of our other customers.
4.4. We reserve the right to remove material from your website or the Service that we find offensive or believe that others may find offensive.
4.5. You are responsible for providing all information that you want to be put on your website. You have full responsibility for the content of your website including without limitation any images that you display on your website. It is your responsibility to ensure that the content of your website does not breach the intellectual property rights of any third party and that you have permission to use all the content. We accept no liability for the content of your website.
4.6. We reserve the right to suspend the whole or any part of the Service in relation to your website and to end the Agreement if we deem the content of your website to be unsuitable.
4.7 We may at any time:
(i) refuse to publish an Website, whether or not it has been previously accepted for publication in Advertising Media; or
(ii) cancel any previously published Website, which in our sole opinion:
(iii) is likely to cause annoyance, inconvenience or anxiety; or
(iv) is offensive, abusive, indecent, defamatory, obscene or menacing; or
(v) is likely to be detrimental to the provision of the Service to you or service to any of our other customers; or
(vi) does not comply with any additional condition set out in the Confirmation of Order.
5. Our Service Obligations
5.1 Scope
5.1.1. The scope of the Service to be provided to you is as set out in the Confirmation of Service.
5.1.2. We warrant that we will make reasonable attempts to make sure that the service is provided as described in the Website and confirmed in the Confirmation of Order but because the Service is provided by means of computer we make no warranties or representations that the Service will be uninterrupted or error free.
5.1.3. You confirm and accept that no software including without limitation software supplied as part of or used to provide the Service is virus, interruption or error free and if any errors, interruption or viruses (save as expressly set forth in the Agreement) all conditions and warranties, express or implied, by law or otherwise, (including but not limited to any conditions or warranties as to satisfactory quality or concerning the fitness of the Services or any part of that for a particular purpose) are excluded to the fullest extent permitted by law. No oral advice or written information given by us, our employees, agents, licensors or the like shall create a warranty nor shall you rely on any such information or advice.
5.2. Data Back Up
5.2.1. Whilst we shall use reasonable efforts to make sure that backup copies of your website and all data contained in your website are made at reasonable intervals, you shall be solely responsible for the backup of the data and we shall not be liable for any damages, loss, costs or other expenses arising out of or for any loss of data by you which are due to the failure of you or us to back up the data.
5.3. Suspension of Service
5.3.1. We may end the Service without liability on our part, and with as much prior notice to you as reasonably possible (except in the case of paragraph (a) or paragraph (c) below in which case we may do so without prior notice):
(a) if necessary for operational reasons or for the purposes of carrying out work at our premises or maintaining or upgrading the Service or our system; or
(b) if obliged to comply with an order, instruction, or request of an emergency service organisation or a governmental or other competent authority; or
(c) if you owe us any payments.
6. Limitation of liability
6.1 You will indemnify us against any claims or legal proceedings that are brought or threatened against us by third parties because the Service is or has been used in breach of clause 4. We will let you know about any such claims or proceedings and keep you informed as to the progress of such claims or proceedings.
6.2 Neither party excludes or restricts its liability for death or personal injury caused by its own negligence or the negligence of its employees or agents acting in the course of their employment or agency or for fraudulent misrepresentation or to any extent not permitted by law.
6.3 Unless otherwise expressly stated in the Agreement neither party will be liable to the other in Agreement, tort (including negligence), breach of statutory duty or otherwise for any direct loss of profit, revenue, time, anticipated savings or profit or revenue, opportunity, data, use, business, wasted expenditure or business interruption which may arise in relation to the Agreement whether or not a party advised the other in advance of the possibility of such loss or damage.
6.4 Unless otherwise expressly stated in the Agreement neither party will be liable to the other in Agreement, tort (including negligence), breach of statutory duty or otherwise for any indirect or consequential loss of profit, revenue, time, anticipated savings or profit or revenue, opportunity, data, use, business, wasted expenditure, loss of or damage to physical property, business interruption or for any other indirect or consequential loss or punitive damages which may arise in relation to the Agreement whether or not a party advised the other we were advised in advance of the possibility of such loss or damage.
7. Payment
7.1. In consideration of our provision of the service you shall pay to us the charges as follows:
(i) the total fee (‘your price’ as written in the relevant Confirmation of Order) in advance;
(ii) the yearly recurring subscription fee, will be equal to the non-
7.2. If any invoice for the Service is unpaid we reserve the right to immediately
suspend or cancel the Service (including any domain name registration). Suspension
of Service will not remove your liability to pay any Charges that are due and payable
on your account at the date of termination. Also we will have the right to charge
interest on any unpaid amounts at the rate of 3% over the then current Bank of England
base rate. If you do not pay any Charges within thirty (30) days of the invoice date
we reserve the right to change the ownership of your domain name into our name without
further notice to you. If the domain name is cancelled for non-
7.3. Where a credit card arrangement exists and if a termination or cancellation has not been received and if expiration date on a credit card occurs we reserve the right to automatically change the expiration date.
7.4. If you are in the United Kingdom you must add the applicable rate of VAT to all Charges. In the rest of the European Union you must also add the applicable rate of VAT, unless you are VAT registered, in which case no VAT is payable providing you quote your VAT number. Outside the European Union no VAT is payable.
7.5. All amounts due to us under the Agreement are exclusive of Value Added Tax. VAT shall apply and be added at the appropriate rate.
7.6. We reserve the right to alter Charges, particularly for domain name register costs.
7.7 Disputed Bills
7.7.1 If you dispute any charge on a bill you must notify us in writing within 14 days of the date of the bill with all relevant information.
7.8.1 If we do not receive payment by the due date, we may charge you daily interest on late payments at a per annum rate equal to 7% above the base lending rate of the European Central Bank for the period beginning on the date on which payment is due and ending on the date on which payment is made.
7.8.2 If you do not pay a bill, we may instruct a debt collection agency to collect payment (including any interest) on our behalf. If we instruct an agency, you must pay us an additional sum. This will not exceed the reasonable costs we have to pay the agency, who will add the sum to your outstanding debt on our behalf.
8. Term
8.1. The Agreement will become effective on the date of the Service (as set out in the Confirmation of Order) and depending on any rights of termination set out in these terms and conditions shall continue for a period of not less than twelve (12) months.
8.2. We shall have the right to end the Agreement by notice in writing to you if any of the following events occur:
8.2.1. You fail to make any payment when it becomes due to us, or
8.2.2. The bandwidth used for traffic to and from the web site is exceeded beyond use considered acceptable by us and is deemed by us to affect the performance of other client websites. Notwithstanding any other remedies we may have under these terms and conditions or in law, if the acceptable bandwidth is exceeded, we may elect to charge you an extra monthly fee to be discussed with a sales consultant at the time, or
8.2.3. You break any of your obligations under the Agreement.
8.3 If trial period is offered we will automatically renew your Agreement for the full amount due after the trial period is complete unless you tell us in writing at least thirty (30) days before the end of the initial trial period instructing us to do otherwise. If written confirmation has not been received before the thirty (30) days we reserve the right to take payment in full automatically without notice.
8.4. If you end the Agreement during the initial (twelve) 12 month period other than in accordance with clause 8.1, or because we have increased the Charges or materially changed the terms of the Agreement to your detriment, or if the Agreement is ended by us under clause 8.4 below, you must pay us the applicable Charges for the remainder of the (twelve) 12 month period.
8.5. Any rights to end the Agreement shall be without prejudice to any other accrued rights.
8.6. On termination of the Agreement for any reason all amounts owing for the Service
shall be due and payable in full on demand whether or not then due and you shall
have no right to withhold or set off such amounts; and we may delete all e-
Refunds
8.8.1. Where a service issue arises during the initial set-
8.8.2. We reserve the right to charge for any extra services you have requested from us for our cancellation of Service, including without limitation any services relating to web design for a temporary website, forwarding or transferring the service and providing back up whilst any such transfer is carried out.
8.9. All refunds are ultimately down to the discretion of Management.
9. Renewal
9.1. We will automatically renew your Agreement after the initial twelve (12) month period of the Agreement unless you tell us in writing at least ninety (90) days before the end of the initial period instructing us to do otherwise.
9.2. You agree in the event we are not told at least ninety (90) days prior to the end of the initial twelve (12) month period of your wishes not to renew, we will automatically renew the Agreement on a yearly basis and continue to bill you for the service until such time as you cancel by giving us at least ninety (90) days notice. If a credit card or debit card is on file with us, you agree that we will be entitled to automatically take payment via that device.
9.3. If payment is not received via this process (i.e. credit card or debit card is no longer valid, credit card or debit card has expired, etc.) prior to the end of the initial twelve (12) month period, we will inform you via telephone, fax or letter and you agree that the invoice is to be paid prior to the end of the initial twelve (12) month period and that we reserve the right to pursue any outstanding invoice through the appropriate legal channels.
9.4. You agree that any package of ours purchased under a promotion at a discounted price for the first year may be charged at the full price for all subsequent years at our discretion.
10. Intellectual Property and Confidentiality
10.1 Intellectual Property
10.1.1 Except as expressly set out in the Agreement, the neither party acquires any rights or licences to the other’s Intellectual Property Rights.
10.1.2 You warrant that you are the owner of, or is licensed by the owner to use, all Intellectual Property Rights (including any Copyright or Trade Marks) in the copy details you provide provided to us for use in an Website and will indemnify us against all claims and proceedings arising from the reproduction or publication of such copy details in the form of an Website.
10.1.3 All Intellectual Property Rights (including Copyright in any artwork) created by us in connection with the Agreement will remain our property or that of our licensors.
10.1.4 If you ask us to prepare any artwork or material for a Website we will grant
you a non-
10.2 Confidentiality
10.2.1 Except to the extent any disclosure is required by law each party agrees to keep in confidence any information, whether written or oral, of a confidential nature obtained under or in connection with the Agreement. Each party will not, without the consent of the other, disclose such information to any person other than:
(i) their Group Company employees or professional advisers who need the information in order for that party to fulfil its obligations under the Agreement;
or
(ii) in our case, the employees or professional advisers of its suppliers who need the information in order for us to fulfil its obligations under the Agreement.
10.2.2 Information will not be treated as confidential if it is:
(i) in the public domain other than in breach of the Agreement; or
(ii) lawfully in the possession of a party before disclosure has taken place; or
(iii) obtained from a third person who is free to disclose it; or
(iv) replicated independently by someone without access or knowledge of the Information.
10.2.3 Where the Freedom of Information Act 2000 applies to you and you receive a request under the Act that includes any information held by you that was provided by us in connection with the Agreement you will:
(i) notify us immediately of the request; and
(ii) give us at least five working days to make representations.
11. Product Terms and Conditions
11.1. Domain Name Registrations
11.1.1. On payment of the appropriate Charges by you we shall apply for registration of the domain name requested by you as confirmed on the Confirmation of Order (the "Domain Name").
11.1.2. If you have asked us to register a domain name then you have authorised us to act as your agent with the registering authority under the relevant terms and conditions for that authority. We shall register the domain Name in our name for admin convenience. We shall release the Domain Name into the clients name upon request, so long as all outstanding fees due and invoices are paid up to date and we reserve the right to charge a transfer fee no more than the yearly non discounted amount.
11.1.3. We will not be held responsible if an incorrect domain name has been registered. It is your responsibility to make sure that correct details are provided to us.
11.1.4. In the event that the Domain Name requested is unavailable or becomes unavailable
between our receipt of your request for registration and the date the application
is processed by the registration agent or naming authority, we will offer an alternative
domain name to you and upon your approval of the alternative domain name, we shall
register it in accordance with the provisions of this clause. For the avoidance of
doubt, the non-
11.1.5. We shall not be liable for any delay in activating any domain name on our server nor for any cost incurred by you as a result of any delay and your obligation to pay the Charges shall not be affected by any such delay.
11.1.6. You warrant to us that the Domain Name does not infringe any intellectual property rights of any third party, including but not limited to trade marks registered or otherwise used by any third party and you shall indemnify and keep us indemnified in respect of any loss, damages, costs or other expenses arising out of or in connection with any breach by you of this clause.
11.1.7. You acknowledge that we shall have the right to cancel, disconnect or transfer your Domain Name at any time upon receipt of a court order or arbitration award requiring such cancellation, suspension, or transfer.
11.2. Internet Domain Name Transfers
11.2.1. At your request as part of the Service, we shall host an existing domain name owned by you (the “Existing Domain Name”) always provided that you shall be solely responsible for the transfer of the Existing Domain Name to our server on or after the date on which the Service provided to your commences and for any fees payable to any third party in relation to such transfer. In order to affect the transfer, you shall request your current ISP or any other relevant third party:
(i) in the case of UK TLD’s to modify the IPS Tag as required by us; and
(ii) in the case of international TLD’s to replace the name servers, admin, technical and billing contact with the details instructed by us.
11.2.2. You accept responsibility for the transfer to us or duplication of your website before the domain name is released from the previous ISP and, if your website is lost as a result of the transfer, you agree to provide us with a copy of your website to be uploaded on your web space and that you will not hold us liable for any loss whatsoever of any of your website or your material in the transfer process.
11.2.3. We shall not be liable for any delay in the transfer and your obligation to pay the Charges shall not be affected by any such delay.
11.3. Web Hosting
11.3.1. You agree to comply with the Web hosting related Acceptable Use Policy set out in this clause (“AUP”) as part of your agreement with us. By using our web hosting facility, you agree to comply with this AUP, and we may terminate the Agreement and/or withdraw this facility and any other facilities associated with the Service (in either case in whole or in part) should you fail to comply with the AUP. This policy has been written on a common sense basis and has been designed to protect the interests of those who wish to benefit from what the Internet has to offer, and
11.3.2. You may not maintain web space above that limit in which you have Agreed.
You are prohibited from maintaining a mailbox above the specified storage size as
specified on the Website. You should ensure that e-
12. General
12.1 Matters Beyond Reasonable Control
12.1.1 If the either party is unable to perform, or is delayed in performing, any obligation under the Agreement because of something beyond its reasonable control including act of God, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes or acts or omissions of local or central government or other competent authorities, or beyond the reasonable control of its suppliers, it will have no liability to the other for that failure or delay in performing.
12.1.2 We will not be liable for failure to or delay in supplying the Service if:
(i) another supplier delays or refuses the supply of an electronic communications service to us and no alternative service is available at reasonable cost; or
(ii) legal or regulatory restrictions are imposed that prevent us from supplying the Service.
12.1.3 If any of the events detailed in clauses 9.1(a) or 9.1(b) continue for more than three months either party may terminate the Agreement in whole or part by written notice to the other.
12.2 Escalation and Dispute Resolution
12.2.1 We aim to deal with any problem to your satisfaction, and our customer service advisers will try to do this as quickly as possible, preferably during your phone call. If this is not possible, we will agree a course of action with you. Some complaints may take longer to put right. If you are not happy with how we have handled your complaint, please ask to speak to the manager who will review your complaint and will work with you to try and sort out the problem. If, after contacting the manager, you feel that we have not dealt with your complaint properly, please ask for your case to be reviewed by a Senior Manager. If you are still not satisfied with how we have dealt with your complaint it can be reviewed by our Accountability Department. We will explain the final outcome and in some circumstances we may send you a ‘deadlock’ letter. If we send a deadlock letter this means that there is nothing more we can do.
12.3 Severability
12.3.1 If any term of the Agreement is held invalid, illegal or unenforceable by any court of competent jurisdiction, it will be severed and the remaining terms will continue in full force as if the Agreement had been made without the invalid, illegal or unenforceable terms.
12.4 Survival
12.4.1 Paragraph 10.5 will survive the termination or expiry of the Agreement for two years.
12.5. We may update or amend these terms and conditions at any time. We will communicate
changes to you via the Website www.cpm-
12.6. The Agreement and any documents expressed by the Agreement to be incorporated in the Agreement constitute the entire understanding between us and you and save in respect of fraudulent statements supersedes all prior agreements, arrangements, understandings and representations (whether oral, written or otherwise) made by or between us and you.
12.7 You and we agree that:
(i) we have not been induced to enter into the Agreement by, nor have we relied on, any statement, representation, warranty or other assurance not expressly incorporated; and
(ii) in connection with the Agreement our only rights and remedies in relation to any statement, representation, warranty or other assurance are for breach of the Agreement and that all other rights and remedies are excluded.
12,8 The terms of clauses 12.7(i) and (ii) will not affect the rights or remedies of either you or us for any fraudulent misrepresentation.
12.9 Waiver
12.9.1 A failure or delay by either party to exercise any right or act upon a breach under the Agreement will not be a waiver of that right or breach. If either party waives a right or breach of the Agreement, that waiver is limited to the particular right or breach.
12.10 Rights of Third Parties
12.10.1 A person who is not a party to the Agreement (including an employee, the officer, agent, representative or subcontractor) has no right under Contracts (Rights of Third Parties Act 1999) to enforce any term of the Agreement. This does not affect any right or remedy that exists or is available apart from that Act.
12.11 Transfer of Rights and Obligations
12.11.1 Neither party may transfer any of their rights or obligations under the Agreement without the written consent of the other, except that:
(i) You may transfer your rights or obligations or both to a Group Company with our written consent, such consent not to be unreasonably withheld or delayed; and (ii) We may transfer our rights or obligations or both to a Group Company without consent provided that we notify that we have done so.
12.12 Notices
12.12.1 Notices given under the Agreement must be in writing and delivered to the following addresses unless otherwise stated in the Agreement:
(i) to us at the address shown on the bill or any address that we provide to you for this purpose; or
(ii) to you at any one or more of the following: the address to which you ask us to send bills or the address of the Site your primary email address or, if you are a limited company, its registered office.
This clause does not apply to notices given under clauses 1.1, 4.2 and 5.
12.13 Your Instructions
12.13.1 We may take instructions from a person whom we think, with good reason, is acting with your permission.
12.14. The Agreement and these terms and conditions shall be governed by and construed and interpreted in accordance with the laws of England and subject to the nonexclusive jurisdiction of the courts in England.
12.15 The headings of the paragraphs of the Agreement are inserted for convenience only and are not intended to be part of or to affect the meaning or interpretation of the Agreement.
Please note that CPM Internet is a trading name of the Cyan Group, Cyan Web Designs Limited