Terms of delivery of products and provision of services
This page (together with the documents indicated on it) describes the terms and conditions on which we will supply you with any products and provide the services listed on our website. (www.c-mes.co.uk). Please read these terms carefully and make sure you understand them before ordering any Products and Services from our site. You must understand that by ordering our Products and Services, you agree to these terms.
You must print a copy of these conditions for future use..
References to «You» and «Your» refer to you as a customer. Links to «We», «Our» and «Us» refer to C-MES Solutions Limited
1. About us
We have a website www.c-mes.co.uk. We are C-MES Solutions Ltd. registered at the following address: 120 Baker Street, London, England, W1U6TU.
Registration number : 11244685
Our contact sales email: sales@c-mes.co.uk.
2. We supply the following products
2.1 C-MES:Production management
2.2 C-MES:Cutting for Laser and CNC
2.3 C-MES:SaaS
Each of which is called «Product» and more than one «Products»
3. We provide the following services
3.1 Consulting services
Each of which is called «Service» and more than one «Services»
4. Your status
By placing an order through Our website («Order») and opening an Account with us («Account»), you guarantee that:
4.1 You are legally capable of entering into binding agreements
4.2 If you are an individual, you are at least 18 years old
5. How is the contract between you and us formed
5.1 After placing your order, you will receive an email from us confirming that we have received your order. Please note that this does not mean that your order has been accepted. Your order is an offer to purchase a Product or Service. All orders are subject to acceptance by us, and we will confirm this acceptance by sending you an email confirming that the Products or Services will be provided (Confirmation of delivery of the product or service). The contract between Us (the Contract) will be concluded only when We send you a Confirmation of the delivery of the product or service.
5.2 The contract will apply only to those Products or Services, the delivery of which We have confirmed in the Delivery Confirmation of the Product or Service. We will not be required to provide any other Products or Services that may have been part of your order until the provision of such Products or Services is confirmed in a separate Delivery Confirmation of the Product or Service.
6. Availability and Delivery
6.1 Delivery of the Product will be provided prior to the delivery date specified in the Delivery Confirmation of the Product, or, if no confirmation date is specified, within a reasonable time from the date of the Delivery Confirmation of the Product, unless there are exceptional circumstances.
6.2 Access to the Services will be provided before the date of commencement of operation specified in the Service Confirmation, or, if the date of confirmation is not indicated, within a reasonable time from the date of Service Confirmation, unless exceptional circumstances exist.
7. Backup, archive and restore services
7.1 If you need an individual backup, we will develop a backup schedule with you.
7.2 In cases where you do not order our backup of your data hosted on our equipment (Backup Services), we will make reasonable efforts to protect and regularly back up your data, but we do not guarantee the availability, accuracy or regularity of such backup. You are solely responsible for taking your own measures to back up your data through our external backup service or through your own backup solution. You also confirm that without ordering the backup service, your backup data will not include large media files, such as mp3, mpeg, wmv, or other video / audio files. If you order our backup service, we will provide the level of backup described by you depending on the level you choose.
8. Quality of Products and Services
We guarantee that:
8.1 We will deliver the Products and provide the Services with reasonable care and skill and in accordance with generally accepted commercial practices and standards
8.2 Products and Services will comply with all descriptions and specifications detailed on our website
8.3 Products and Services will be provided in accordance with applicable law
8.4 Services must comply with Service Level Agreements
8.5 Your rights under this agreement supplement the conditions established by law, provided for the benefit of the Client in the Law on the supply of goods and services in 1982 and any other law.
9. Price and Payment
9.1 The cost of the Products and Services will be as indicated on our Website, except in cases of obvious error.
9.2 Prices for services are indicated including VAT. However, if the VAT rate changes between the date of your order and the date of charging for Products and Services, we reserve the right to adjust the VAT that you pay in accordance with the applicable VAT rate, unless you have paid the Products and Services in full to entry into force of the VAT change.
9.3 Prices for Products and Services may change at any time, but these changes do not affect orders for which we have already sent you a Delivery Confirmation.
9.4 Our website contains a large number of Services, and perhaps, despite all our efforts, some of the Services listed on Our website may have the wrong price due to price changes that we undertake. As a rule, we check the prices in the framework of the Confirmation of our products and services, therefore, if the correct price of the Product or Service is less than our specified price, we will charge a lower amount when providing you with the Product or Service. If the correct price of the Product or Service is higher than the price indicated on our website, we usually, at our discretion, either contact you for instructions before providing the Product or Service, or reject YOUR order and notify you that reject it.
9.5 If the pricing error is obvious and unquestionable and can be reasonably acknowledged by you as an error, we are not obliged to provide you with the Products and Services at the wrong (lower) price.
9.5 Payment for all Products and Services may be made by bank transfer on the basis of an invoice issued to you.
9.6 Payment for all Products and Services may be made by credit or debit card. We accept most credit and debit cards such as MasterCard, Visa, American Express, Discover, Visa Electron, UK Maestro. We will not charge your credit or debit card until we send your order.
9.7 The cost of licenses for all third-party applications and software offered with our products, services, and service plans may be changed without written notice.
9.8 C-MES Solutions Ltd. reserves the right to transfer any additional charges / price increases resulting from price changes by third-party software and license providers, regardless of the stage of delivery of the Product and Services.
10. Our returns and cancellation policy
10.1 You can, within 7 calendar days from the date of placing the Order, change or cancel the Order by giving us written notice. If you change or cancel an order, your responsibility to us will be limited to paying us all the costs that we reasonably assume when fulfilling the order until we receive your change or cancellation. However, if a change or cancellation is due to the fact that we do not comply with these Terms, you are not responsible to us for this.
10.2 All customers are entitled to use our 30-day money-back guarantee for all Products and Services, except for customers who have already used our money-back guarantee, which subsequently re-order the same Product or Service and provided that in all cases for any use of Products and Services over a 30-day period, the pro rata amount shall be deducted from the refund amount. The 30-day period begins on the date when you first use the respective Product or Service, or from the date on which we declare that the corresponding Service will be available in the Product or Service Verification, whichever comes first.
10.3 If the reimbursement requested by the Customer occurs in an international bank account outside the United Kingdom, the Customer agrees to bear all expenses incurred by us for transferring the payment. The amount that the Customer owes us is deducted from the total refund amount.
11. Consulting services
11.1 If you have ordered any Consultancy Services from us, you must comply with our Terms of Reference for Advisory Services, which apply in addition to these Terms and Conditions and are described in the relevant Consultancy Contract.
11.2 In the event of a conflict, inconsistency or confusion between these Terms and Conditions for the Provision of Advisory Services described in the contract, the Terms of Advisory Services described in the contract take precedence over any Terms of Advisory Services of this agreement.
11.3. If at the time of the provision of Consulting Services, the customer has not signed an agreement on the conditions for the provision of Consulting Services or has not signed an Agreement on the provision of Consulting and other services, but has initiated the provision of such services, the cost of Consulting and other services is 100 euros for each hour of actual provision of the service, excluding VAT.
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12. Bandwidth
12.1 If a portion of the purchased Products and Services includes an Internet connection, the connection must be provided through the hosting provider of the Internet. Connectivity should include several high-speed connections with different routing, a firewall for security, and a load balancer for traffic management and speed optimization.
12.2 We will provide connection services with an agreed bandwidth specified in your plan. Connectivity should include multiple connections and a network operations center that controls servers, a network platform, and Internet access.
12.3 If your account exceeds the bandwidth limit, we will notify you. If you do not want to purchase additional bandwidth or upgrade your account and continue to exceed the limit, your account will be suspended until you show us that you have taken steps to ensure that the limit is not exceeded again, or updated your account, depending on what event comes first. Any re-activation will be made next month.
13. Property rights
13.1. You acknowledge and agree that we and / or our licensors own all intellectual property rights in relation to the Services and any related Software provided in relation to them. Except as expressly provided herein, these terms do not grant you any rights or patents, copyrights, database rights, trade secrets, trade names, trademarks (registered or unregistered) or any other rights or licenses with respect to the Software. the Service, or any relevant documentation.
13.2 We confirm that we have all the rights with respect to the Software, which are necessary to grant all the rights that we intend to grant in accordance with the terms of this agreement.
14. Confidentiality
14.1 Confidential information is not considered to include information that:
14.1.1 is or becomes well-known, except through some action or omission of the receiving party;
14.1.2 was legally held by the other party until disclosed
14.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure
14.1.4 is independently developed by the host, the independent development of which can be supported by written evidence
14.1.5 must be disclosed by law, by any court of competent jurisdiction, or by any regulatory or administrative authority.
14.2. Each party is obliged to keep the other party’s confidential information secret and, if not required by law, not to provide the other party’s confidential information to a third party or use the other party’s confidential information for any purpose other than the execution of this agreement.
14.3. Each of us must take all reasonable steps to ensure that the confidential information of another person to whom he has access is not disclosed or distributed by his employees or partners in violation of the terms of this agreement.
14.4. Each of us is responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
15. Termination
15.1 Without limiting our other rights or remedies, we may immediately terminate your Account with us if:
15.1.1 You commit a material breach of these Terms and Conditions or any other terms and conditions specified in these Terms;
15.1.2 You (being a company) suspend or threaten to suspend payment of your debts, or you cannot pay your debts when they are overdue, or you admit an inability to pay your debts, or you think you cannot pay your debts within the meaning of section 123 The Insolvency Act of 1986 or (as an individual) You consider that you either cannot pay your debts, or you have no reasonable chance of doing so, in any case within the meaning of section 268 of the Insolvency Act 1986 or (as a partner) you have any partner, to Otori apply any of the foregoing;
15.1.3 You (being a company) start negotiations with all or any class of your creditors in order to revise any of your debts, or you make an offer or enter into any compromises or agreements with your creditors in order to restructure debts that you cannot repay in terms stipulated by the contract;
15.1.4. A petition is filed, a notice is given, a decision is made, or an order is made for or in connection with your liquidation;
15.1.5 you (being an individual) are subject to bankruptcy;
15.1.6 a creditor or encumbrance attaches or takes possession, or you are undergoing a recovery procedure, execution, arrest or other similar process is imposed or applied against you or all or any part of your assets, and such accession or process does not end for [14] days;
15.1.7 (as a company) an application is submitted to the court or an order is made about appointing an administrator or informing you that you intend to appoint an administrator or appointing an administrator over you.
15.1.8 any event or proceeding occurs in any jurisdiction that has an effect equivalent or similar to any of the events mentioned in 15.2.1–15.2.7 (inclusive);
15.1.9 you suspend or terminate or threaten to suspend or terminate all or a significant part of your business;
15.1.10 You (as an individual) die either because of illness or incapacity (whether mental or physical) are not able to manage your own affairs or become a patient in accordance with any mental health legislation.
15.2 Without limiting our other rights or remedies, we may immediately terminate your Account by sending you a written notice if you do not pay the amount due to us within the terms specified in the agreement, invoice or contracts.
15.3 Without limiting our other rights or remedies, we have the right to terminate the Agreement by sending a written notice to the other party 3 months in advance.
15.4 We reserve the right to terminate any account if the account holder reports that he has or intends to initiate legal proceedings against C-MES Solutions Ltd. A notification will be notified indicating the planned completion date, which will allow customers to switch to a new provider and accept any backups. Refunds in advance for unused months will be refunded upon termination of your account within 30 days.
16. Consequences of termination
Upon termination of the contract for any reason:
16.1 You must immediately pay Us all unpaid bills and fines. If an invoice has not been submitted, we will submit an invoice, which must be paid by you immediately upon receipt;
16.2. You must return any Products and other equipment provided to us by us that has not been fully paid. Until they are returned, you are solely responsible for their safety and will not use them for any purpose;
16.3. The accrued rights, remedies, obligations and liability of the parties upon expiration or termination are not affected, including the right to claim damages in connection with any violation of these Terms and Conditions that existed on or before the date of termination or expiration.
16.4. Items that directly or indirectly enter into force upon termination shall continue in full force.
17. Disclaimer
17.1. This clause 17 sets out all of our financial obligations (including any responsibility for the actions or omissions of our employees, agents, partners, and subcontractors) to you in relation to:
17.1.1 any violation of these Terms;
17.1.2 any use by you of the Services or any part thereof;
17.1.3 any submission, statement or violent act or omission (including negligence) arising under or in connection with this agreement.
17.2 Except as expressly and specifically provided for in these Terms and Conditions:
17.2.1 You assume sole responsibility for the results obtained from the use of the Products and Services and / or any associated software, as well as for the conclusions reached as a result of such use. We are not responsible for any damage caused by errors or omissions in any information, results, instructions or scenarios provided to you in connection with the Use of the Products and Services, or for any actions taken by us on your instructions;
17.2.2 all warranties, representations, conditions and all other conditions of any kind, regardless of what is implied in the law or common law, to the maximum extent permitted by applicable law, are excluded from this agreement.
17.3 The applicable Service Level Agreement for your Products and Services indicates your full and exclusive right and remedies, as well as our sole obligations and responsibilities regarding the effectiveness and / or accessibility of the Service or non-performance and non-availability.
17.4. In accordance with clause 17.3, if we do not comply with these conditions, we are liable to you only for the purchase price of the Products and Services.
17.5. In accordance with clause 17.3, we will not be liable for damages resulting from Our failure to comply with these terms and conditions, which fall into the following categories, even if such damages are caused by our deliberate violation:
17.5.1 loss of revenue or revenue;
17.5.2 loss of business;
17.5.3 loss of profits;
17.5.4 loss of expected savings;
17.5.5 data loss;
17.5.6 waste of working or office time.
However, this clause 17.5 will not prevent claims for loss or damage to your physical property that may be foreseen, or any other claims for direct loss that are not excluded by categories 17.5.1-17.5.6, including this clause 17.5.
17.6. Subject to clause 17.2. We shall not be liable for damages arising from:
17.6.1 loss of downloaded material (unless such a loss is the result of a waiver of backup services purchased from us);
17.6.2 incompatibility of the Products and Services with any of your equipment, software or telecommunications channels;
17.6.3 technical problems, including errors or interruptions in the operation of the Services;
16.6.4 any security breaches affecting the Customer’s Account.
17.7. In accordance with clause 17.3, our liability to you for a contract, offense, negligence or other manner arising in connection with or in connection with the Products and Services extends to one incident or series of related incidents and is limited to the annual payment you pay us in the year in which responsibility arose for the first time. We assume no liability, except in cases where you have provided documentary evidence of our guilt, confirming that a loss has occurred.
17.8 We exclude any liability of any kind in relation to any material on the Internet hosted by the Products and Services, and We are not responsible for any goods (including software) or services provided by third parties, advertised, sold or otherwise provided by Products and the Services or on the Internet, the accuracy, completeness or suitability for any purpose of any content of the website and the actions or omissions of other telecommunications providers or Internet services d (including domain name registration authorities) or for errors or malfunctions in the operation of their equipment.
18. Import duty
18.1 If you order Products and Services from our website that are to be used outside the UK, they may be subject to import duties and taxes that are levied on the delivery of Products to you and the provision of Services to you. You will be responsible for paying any such import duties and taxes. Please note that we do not control these costs and can not predict their amount. Please contact your local customs or tax office for more information before placing your order.
18.2 Please also note that you must comply with all applicable laws and regulations of the country for which the Products and Services are used or provided. We will not be responsible for any violation of such laws by you.
19. Written messages
19.1 Applicable law requires that some of the information or messages we send you must be in writing. By using our site, you agree that communication with Us will be mostly electronic. We will contact you by email or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic communication tool and acknowledge that all contracts, notices, information and other communications that We provide to you in electronic form comply with any legal requirements that such communications be in writing. This condition does not affect your statutory rights.
20. Notifications
20.1 All notifications you provide to us must be sent to C-MES Solutions Ltd. registered at the following address: 120 Baker Street, London, England, W1U6TU. We may notify you by e-mail or by the postal address you provided to us when placing the order, or by any of the methods indicated in paragraph 19 above. The notice will be considered received and properly sent immediately after being posted on our website, 24 hours after the email is sent, or three days after the date of posting any email. When proof of delivery of any notice, it will be sufficient to prove, in the case of a letter, that such a letter has been properly addressed, stamped and posted in the mail, and in the case of an email, that such an email has been sent to the specified email address of the addressee.
21. SMS notifications
21.1 If you subscribe to receive SMS notifications from us, you may receive promotional messages from us from time to time. Any such marketing messages are directly related to our own products and services and are not sent by or on behalf of any third party. You will not receive more than one (1) marketing SMS per week. We will never disclose your phone number to third parties. You can opt out of receiving SMS notifications at any time through the client’s Personal Account on www.c-mes.co.uk.
22. Events beyond our control
22.1 We will not be liable or liable for failure to fulfill or delay the fulfillment of any of Our obligations under these Terms and Conditions, which are caused by events beyond our reasonable control (force majeure).
22.2 A force majeure event includes any action, event that does not occur, inaction or accident that is outside our reasonable control, and includes, in particular (without limitation) the following:
22.2.1 strikes, lockouts or other industrial activities;
22.2.2 civil unrest, riots, invasions, terrorist attacks or the threat of a terrorist attack, war (declared or not) or threat or preparation for war;
22.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
22.2.4 inability to use railways, shipping, aircraft, road transport or other means of public or private transport;
22.2.5 inability to use public or private telecommunications networks;
22.2.6 acts, decrees, laws, regulations or restrictions of any government;
22.2.7 pandemic or epidemic.
22.3 Our provision of Products and Services is considered to be suspended for the period of force majeure, and we will have an extension of time to fulfill our obligations for this period.
23. Waiver
23.1 If we cannot at any time during the period during which we deliver the Products and provide the Services, insist on strict compliance with any of your obligations under these Terms, or if we cannot exercise any rights or remedies to which we are entitled under these Terms and Conditions, this will not constitute a waiver of such rights or remedies and will not release you from compliance with such obligations.
23.2 Failure to use any default by us does not constitute a waiver of any subsequent default.
23.3 No waiver by us of any of these conditions will take effect unless it is expressly stated that it is a waiver and will not be communicated to you in writing in accordance with clause 21 above.
24. Full consent
24.1 These Terms of Delivery of Products and Services, Privacy Policy, Billing Rules and any document expressly mentioned in any of the above, constitute the entire agreement between Us and supersede all previous discussions, correspondence, negotiations, previous agreement, understanding or agreement between us in relation to our Products and Services.
25. Law and jurisdiction
25.1 These Terms and Documentation referred to in this document, the purchase of Products and Services through Our Website and any disputes or claims arising out of or in connection with the same or their subject or entity (including non-contractual disputes or claims) will be governed by English by law. Any dispute or claim arising in connection with these Terms or in connection with them, or in connection with the conclusion of a contract between us (including non-contractual disputes or claims), is subject to the non-exclusive jurisdiction of the courts of England and Wales.
26. C-MES Solutions Ltd. suggests:
26.1 All promotional offers are valid only for new orders and not for subsequent renewals (unless otherwise indicated).
26.2 Promotional offers are limited for a period of 1 month, unless otherwise indicated.
27. Information about the company
Registered in England and Wales under the registration number of the Registration Chamber 11244685.
The address of our registered office: 120 Baker Street, London, England, W1U6TU. Please note that all visitors must book in advance to visit our office.
If you want to contact us, please email us at the address above or call us +44 (0) 208 068 4673. Alternatively, please email us at sales @c-mes.co.uk.
