Terms & Conditions – Contemsa
1. Interpretation – In these Conditions, the following definitions apply:
Conditions: these terms and conditions may be amended from time to time. Please consult the Terms and Conditions found at Contemsa.com for the most up to date Terms and Conditions. Contemsa or Contemsa is a trademark, brand name and trading name belonging to Carrie Morgan.
Contract: the contract between CONTEMSA and the Customer for the supply of Services governed by the Conditions.
Customer: the person or firm who purchases Services from CONTEMSA.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights (including the Materials), in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Services: the services supplied by Contemsa to the Customer as set out in the Contract.
CONTEMSA: Contemsa and Contemsa.com is a trading name belonging to Carrie Morgan.
2. Basis of Contract and Term
2.1 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by CONTEMSA which is not set out in the Contract and that it has the right, title and authority to enter into, and perform all of its obligations under this Contract.
2.2 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.3 The term of the Contract (Term) shall commence on the date payment is made to by the Customer to CONTEMSA(Start Date) and shall continue unless the Contract is terminated in accordance with clause 10 (Termination). The Term shall automatically extend for one (1) month (Extended Term) on the same terms at the end of the Initial Term and at the end of each Extended Term, unless either party gives written notice to the other party, not later than one (1) month before the end of the Initial Term or the relevant Extended Term, to terminate this Contract at the end of the Initial Term or the relevant Extended Term, as the case may be.
3. Supply of Services
CONTEMSA warrants to the Customer that the Services will be provided using reasonable care and skill. CONTEMSA has the right to make changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and CONTEMSA shall notify Customer in any such event.
4. Membership Subscriptions
4.1 Subject to the Member paying the Supplier for the Services in accordance with clause 5, the Supplier grants the Member a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and Documentation during the Subscription Term solely for the Member’s internal business operations.
4.2 The Member undertakes that:
(a) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User;
(b) each Authorised User shall keep a secure password for his/her use of the Services and Documentation, with each Authorised User ensuring that his/her password remains confidential;
(c) it will update the Supplier with an up to date list of current Authorised Users when requiring removal/addition of Authorised Users, or provide such list to the Supplier within 5 Business Days of the Supplier’s written request
4.3 The Member shall not:
(a) attempt to disassemble, reverse compile, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or materials used as part of the Service;
(b) access or attempt to access any or all parts of the Services and Documentation in order to build a product or service which either competes directly, or indirectly with the Services and/or Documentation or for any other purpose whatsoever;
(c) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation
4.4 The Member shall use all reasonable endeavours to prevent the form of unauthorised access whether in whole or in part, or use of, the Services or Documentation. In the event of any such access or use, the Member shall notify the Supplier immediately.
5. Customer’s Obligations
5.1 The Customer shall (a) co-operate with CONTEMSA in all matters relating to the Services; (b) provide CONTEMSA with such information and materials as CONTEMSA may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects; (c) maintain all necessary licences, permissions and consents which may be required from time to time; and (d) keep and maintain all materials, documents and other property of CONTEMSA(Materials) at the Customer’s premises in safe custody at its own risk, and not dispose of or use Materials other than in accordance with CONTEMSA’s written instructions or authorisation.
5.2 If CONTEMSA’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default) the (a) CONTEMSA shall without limitation have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays CONTEMSA’s performance of any of its obligations; (b) CONTEMSA shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from CONTEMSA’s failure or delay to perform any of its obligations as set out in this clause 5.2; and (c) the Customer shall indemnify CONTEMSA against any liability, damage, expense, claim or cost and reimburse CONTEMSA on written demand for any costs or losses sustained or incurred by CONTEMSA arising directly or indirectly from the Customer Default.
6. Charges and Payment
6.1 In consideration for CONTEMSA providing the Services, the Customer shall pay CONTEMSA the fees applicable to the membership pricing within 14 days of the issue date of a CONTEMSA invoice.
6.2 If the Customer requests additional services above the amounts specified in the Contract, CONTEMSA shall invoice the Customer for such services separately, and the Customer shall pay the full cost of such advertising or services.
6.3 All amounts payable by the Customer under the Contract are exclusive of VAT chargeable for the time being.
6.4 If the Customer fails to make any payment due to CONTEMSA under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per cent per annum above Natwest PLC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
6.5 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). CONTEMSA may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by it to the Customer.
7. Intellectual Property Rights
7.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by CONTEMSA.
7.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on CONTEMSA obtaining a written licence from the relevant licensor on such terms as will entitle CONTEMSA to license such rights to the Customer.
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives and internal CONTEMSA information such as charging and pricing which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 7 shall survive termination of the Contract. Without prejudice to any other rights or remedies that the Disclosing Party may have, the Receiving Party agrees that if the Confidential Information is used or disclosed other than in accordance with the terms of this Contract, the Disclosing Party shall, without proof of special damage, be entitled to an injunction, specific performance or other equitable relief for any threatened or actual breach of the provisions of this clause, in addition to any damages or other remedy to which it may be entitled.
8.2 Confidentiality – Data Collection and GDPR considerations
To deliver the Contemsa service, we need to collect the following information:
- By using the Contemsa website, portal or service, the user is agreeing to these Terms and Conditions.
- CONTEMSA takes reasonable and appropriate measures to protect data shared and submitted through the Contemsa website.
- CONTEMSA will not sell or share data. Data is only collected in order to enable the delivery of the Contemsa service to users.
- Non-identifiable data is sometimes collected to track user activity – such as page views, login times and regularity, using services such as Google Analytics.
- The purposes of our data processing
|Type of activity||Type of information||Purpose|
|Newsletter sign-ups||Email address||We collect email contact information through sign ups to newsletters on our website, making it clear to individuals signing up that by signing up they agree to receive email marketing communications from us.|
|Contemsa member information||Email address, First Name, Last Name||We collect contact information for the users/subscribers to the Contemsa online service so that we can create accounts for them and enable them to log into their Contemsa portal, access our tools and receive the emails from us with our tools output documentation attached.|
|Purchases from the Contemsa Website||Name, Last Name, Address, Email Address||When purchasing through our website, WooCommerce (our shop software) collects customer addresses to calculate VAT and tax values. This information is not shared with any third parties and is only used for the purpose of processing the payment.|
|Cookies and website analytics information||Browser cookies and browsing activity on our website (but not linked to specific individuals or personal data)||We collect cookies and analytics from how users use our website in order to look at how we can improve the user experience. We don’t collect personal data through this and do not use it for any other reason than improving our website.|
- A description of the categories of individuals and categories of personal data.
We only collect the following categories of data about our customers:
- First name
- Last name
- Email address
- Shipping Address – for calculating tax and VAT on purchases
- The categories of recipients of personal data.
We do not share our customers’ data with any third parties for any reason other than delivering our core service to our customers.
The data we collect through our website is stored on our hosted servers, delivered by Siteground, who are GDPR compliant: https://www.siteground.com/blog/siteground-is-gdpr-compliant/
Our hosting services are delivered from Siteground’s datacentres in the UK. In the unlikely event that these datacentres experience a failure, then our services would be transferred to Siteground’s datacentres in Amsterdam.
- Details of transfers to third countries including documenting the transfer mechanism safeguards in place.
Data is only transferred out of the UK by our hosting providers in the event of a datacentre failure, at which point services would transfer to their closest datacentre in Amsterdam.
- Retention schedules.
When a user cancels their service with us we delete their account and user information.
If you wish to cancel your account and user information with us, then please email us at hello@Contemsa.com
- A description of your technical and organisational security measures.
We take the security and privacy of our customers’ data very seriously. We have a number of measures in place:
- We limit the login attempts to the Contemsa portal
- We install security plugins to check security and highlight any potential threats
- We host our services with a GDPR compliant hosting provider who takes security very seriously (see their specific security measures: https://www.siteground.com/kb/how_does_siteground_protect_my_website/)
- We have controls in place so that only users who have created or inputted data can access that data
- We have security on the PDFs we create through the Contemsa tool to timeout after a certain amount of time and to only allow access to a user with a specific IP address who originally created the PDF
- Our portal is delivered with SSL encryption (https)
- We do not store any payment information and instead use PayPal, a respected payment processor, to handle and manage any payments
- We regularly update the software running on our websites
- We have 2 factor authentication for logging into hosting admin accounts
- We enforce the use of secure passwords across the site
9. Limitation of Liability – This clause 8 shall survive termination of the Contract
9.1 Nothing in these Conditions shall limit or exclude CONTEMSA’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors, fraud or fraudulent misrepresentation, or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
9.2 Subject to clause 9.1 (a) CONTEMSA shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and (b) CONTEMSA’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited in aggregate to the total amount payable under the Contract as specified in clause 4.
9.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.1 CONTEMSA shall be entitled to immediately terminate the Contract by notice in writing without notice in the event it deems, in its sole discretion, that it is likely to incur liability as a result of any act or omission or breach of the Contract by the Customer. If CONTEMSA terminates the Contract pursuant to this clause any monies then already paid to CONTEMSA pursuant to the Contract shall be non-refundable.
10.2 Either party may terminate this Contract immediately by notice in writing to the other if the other party: (a) is in material breach of the Contract and, in the case of a breach capable of remedy, fails to remedy the breach within 5 days of receipt of written notice giving full details of the breach and of the steps required to remedy it; or (b) passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect; or (c) becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or (d) has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or (e) ceases, or threatens to cease, to carry on business or (f) the other party suffers or there occurs in relation to that party any event which in the reasonable opinion of the non-defaulting party is analogous to any of the events referred to in sub-clauses (b) to (e).
11. Consequences of Termination
11.1 On termination of the Contract for any reason (a) the Customer shall immediately pay to CONTEMSA all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, CONTEMSA shall submit an invoice, which shall be payable by the Customer immediately on receipt (b) the Customer shall return all of CONTEMSA Materials. If the Customer fails to do so, then CONTEMSA may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract (c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
11.2 Termination of the Contract, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
12. Force Majeure
12.1 A Force Majeure Event means any act, event, omission or condition beyond the reasonable control of CONTEMSA.
12.2 CONTEMSA shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
12.3 If the Force Majeure Event prevents CONTEMSA from providing any of the Services for more than 4 weeks, CONTEMSA shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
13.1 CONTEMSA may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
13.2 The Customer shall not, without the prior written consent of CONTEMSA, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
13.3 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and served by hand or by prepaid recorded or special delivery post. Notices shall be addressed to the each party at the address specified in the Contract. Any such notice shall be deemed to have been served at the time of delivery. The parties shall notify each other of changes in addresses for service during the Term of this Contract.
13.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
13.6 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
13.7 A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.8 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership, joint venture or agency relationship between the parties.
13.9 A person who is not a party to the Contract shall not have any rights to enforce its terms.
13.10 No modification or variation of the Contract shall be effective unless it is agreed in writing and signed by CONTEMSA.
13.11 The validity, construction and performance of this Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).