STANDARD TERMS AND CONDITIONS OF SALE
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. References 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, W1U 6TU.
Registration number: 11244685
Our contact sales email: sales@c-mes.co.uk.
2. We supply the following products
2.1 Odoo ERP
2.2 1C:Enterprise platform
2.3 1C:ERP WE
2.3 C-MES Production Management
2.4 C-MES: Cutting for Laser and CNC
2.5 C-MES: SaaS
2.4 Ready-made 3D-models both of our own design and from third-party suppliers. A 3D-model is an intangible digital product available for download via a provided link on our website. Physical delivery of the model by mail is not applicable.
Each of which is called a "Product" and collectively "Products".
3. We provide the following services
3.1 Consulting services
Each of which is called a "Service" and collectively "Services".
4. Your status
By placing an order through our website ("Order") and creating an Account with us ("Account"), you warrant 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 the contract between you and us is 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 constitutes an offer to purchase a Product or Service. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an email confirming that the Products or Services will be provided (Delivery Confirmation). The contract between Us (the Contract) will only be formed when we send you the Delivery Confirmation.
5.2 The contract will relate only to those Products or Services whose delivery we have confirmed in the Delivery Confirmation. We will not be obligated to supply any other Products or Services which may have been part of your order until the supply of such Products or Services has been confirmed in a separate Delivery Confirmation.
6. Availability and Delivery
6.1 Delivery of the Product will be provided by the delivery date specified in the Delivery Confirmation, or, if no delivery date is specified, within a reasonable time from the date of the Delivery Confirmation, unless exceptional circumstances apply.
6.2 Access to the Services will be provided by the start date specified in the Service Confirmation, or, if no start date is specified, within a reasonable time from the date of the Service Confirmation, unless exceptional circumstances apply.
7. Backup, archive, and restore services
7.1 If you need individual backup services, 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 use reasonable efforts to protect and regularly back up your data, but we do not guarantee the availability, accuracy, or regularity of such backups. You are solely responsible for taking your own measures to back up your data through our external backup service or your own backup solution. You also acknowledge 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 based 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 are in addition to those provided by law, including the Sale of Goods and Services Act 1982 and any other relevant legislation.
9. Price and Payment
9.1 The prices of the Products and Services will be as quoted on our website, except in cases of obvious error.
9.2 Prices for Products and Services may vary and be displayed depending on the customer's location. Customers in the UK will see prices in GBP, while all others will see prices in EUR.
9.3 Prices for Services are inclusive of VAT. However, if the VAT rate changes between the date of your order and the date of delivery, we reserve the right to adjust the VAT you pay accordingly, unless you have paid in full for the Products and Services before the VAT rate change takes effect.
9.4 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.
9.5 Our website contains a large number of Services, and despite our best efforts, some of the Services listed on our website may be incorrectly priced due to price changes that we undertake. Typically, we verify prices as part of our Confirmation process. If the correct price of a Product or Service is lower than our stated price, we will charge the lower amount when providing the Product or Service. If the correct price is higher than the price stated on our website, we will usually, at our discretion, either contact you for instructions before providing the Product or Service, or reject your order and notify you of such rejection.
9.6 If the pricing error is obvious and unmistakable and could have reasonably been recognized by you as an error, we are not obligated to provide the Product or Service to you at the incorrect (lower) price.
9.7 Payment for all Products and Services may be made by bank transfer based on an invoice issued to you.
9.8 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.
9.9 The cost of licenses for all third-party applications and software offered with our products, services, and service plans may be changed without notice.
9.10 C-MES Solutions Ltd. reserves the right to pass on any additional charges or price increases resulting from price changes by third-party software and license providers, regardless of the delivery stage of the Product and Services.
10. Our returns and cancellation policy
10.1 You may, 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 liability to us will be limited to paying all costs that we reasonably incur in fulfilling the order until we receive your change or cancellation notice. However, if the change or cancellation is due to our failure to comply with these Terms, you will not be liable for such costs.
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 and subsequently re-ordered the same Product or Service. In all cases, for any use of Products and Services over the 30-day period, a 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, whichever comes first.
10.3 If the requested refund is to be made to an international bank account outside the United Kingdom, the Customer agrees to bear all expenses incurred by us for transferring the payment. The amount due to us will be 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 ambiguity between these Terms and the Terms of Advisory Services described in the contract, the Terms of Advisory Services described in the contract will take precedence.
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 multiple 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 the 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 update your account, whichever 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 related to the Services and any associated Software provided in relation to them. Except as expressly provided herein, these terms do not grant you any rights or licenses for patents, copyrights, database rights, trade secrets, trade names, trademarks (registered or unregistered), or any other rights or licenses regarding the Software, the Service, or any related documentation.
13.2 We confirm that we have all the rights needed concerning the Software to grant all the rights intended to be granted per the terms of this agreement.
14. Confidentiality
14.1 Confidential information does not include information that:
14.1.1 is or becomes generally known to the public other than as a result of the actions or omissions of the receiving party;
14.1.2 was lawfully in the possession of the other party before the disclosure;
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 receiving party, provided that such independent development can be substantiated with 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 must keep the other party's confidential information confidential and, except as required by law, must not disclose it to any third party or use it for any purpose other than performing this agreement.
14.3 Each of us must take all reasonable steps to ensure that the confidential information of the other party to which they have access is not disclosed or distributed by its 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 if:
15.1.1 You commit a material breach of these Terms and Conditions or any other terms and conditions referred to herein;
15.1.2 You (being a company) suspend or threaten to suspend payment of your debts, are unable to pay your debts when they fall due, admit an inability to pay your debts, or believe you cannot pay your debts as defined by section 123 of the Insolvency Act 1986;
15.1.3 You (being an individual) are subject to bankruptcy;
15.1.4 A creditor or encumbrancer attaches or takes possession, or a distress, execution, sequester, or another similar process is levied or enforced against you or all or any part of your assets, and such attachment or process is not settled within [14] days;
15.1.5 (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;
15.1.6 any event or proceeding occurs in any jurisdiction similar to any of the events mentioned above;
15.1.7 you suspend, cease or threaten to suspend or cease all or a substantial part of your business;
15.1.8 You (as an individual) die or become incapacitated (whether mental or physical) and are unable to manage your own affairs or become a patient under any mental health legislation.
15.2 Without limiting our other rights or remedies, we may immediately terminate your Account by giving you written notice if you fail to pay any amount due to us under any agreement, invoice, or contracts.
15.3 Without limiting our other rights or remedies, we have the right to terminate the Agreement by giving 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 notifies us of their intention to initiate legal proceedings against C-MES Solutions Ltd. A notice will be provided indicating the planned termination date, allowing the customer to transition to a new provider and accept any backups. Refunds for unused months will be provided within 30 days of account termination.
16. Consequences of termination
Upon termination of the contract for any reason:
16.1 You must immediately pay us all unpaid invoices and fines. If an invoice has not been submitted, we will issue an invoice, which must be paid by you immediately upon receipt.
16.2. You must return any Products and other equipment provided to you by us that have not been fully paid for. Until they are returned, you are solely responsible for their safekeeping and will not use them for any purpose.
16.3. The accrued rights, remedies, obligations, and liabilities of the parties as of termination or expiration shall not be affected, including the right to claim damages in respect of any breach of these Terms and Conditions that existed at or before the date of termination or expiration.
16.4. Provisions which expressly or by implication survive termination shall continue in full force and effect.
17. Disclaimer
17.1 This clause 17 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents, partners, and subcontractors) to you in respect of:
17.1.1 any breach of these Terms and Conditions;
17.1.2 any use made by you of the Services or any part of them;
17.1.3 any representation, statement, or tortious act or omission (including negligence) arising under or in connection with this agreement.
17.2 Except as expressly and specifically provided 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 for the conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions, or scripts provided to you in connection with the Products and Services, or any actions taken by us at your direction.
17.2.2 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.
17.3 The applicable Service Level Agreement for your Products and Services sets out your full and exclusive rights and remedies, and our sole obligations and liabilities for performance and/or availability of the Service or non-performance and non-availability.
17.4 Subject to clause 17.3, if we do not comply with these Terms, we shall only be liable to you for the purchase price of the Products and Services.
17.5 Subject to clause 17.3, we will not be liable for consequential, indirect, or special losses, including but not limited to:
17.5.1 loss of revenue or income;
17.5.2 loss of business;
17.5.3 loss of profits;
17.5.4 loss of anticipated savings;
17.5.5 loss of data;
17.5.6 waste of management or office time.
However, this clause 17.5 does not preclude claims for loss of or damage to your tangible property that are foreseeable, or any other claims for direct loss not excluded by categories 17.5.1–17.5.6.
17.6 Subject to clause 17.2, we will not be liable for damages arising from:
17.6.1 loss of uploaded material (unless such loss results from a failure to provide the backup services purchased from us);
17.6.2 incompatibility of the Products and Services with your equipment, software, or telecommunications channels;
17.6.3 technical problems, errors, or interruptions in the Services;
17.6.4 any security breaches affecting the Customer’s Account.
17.7 Subject to clause 17.3, our liability to you for any contract, tort, negligence, or otherwise arising in connection with the Products and Services will be limited to the total amount you paid us in the year in which the liability first arose. No liability will be accepted unless you provide documentary evidence of our fault.
17.8 We exclude all liability in relation to any material hosted on the internet using the Products and Services, and we are not responsible for any goods (including software) or services provided by third parties, advertised, sold, or otherwise made available by means of the Products and Services or on the internet, the accuracy, completeness, or suitability for any purpose of any website content, and the acts or omissions of other telecommunications providers or internet services (including domain name registration authorities) or for faults or failures in their equipment.
18. Import duty
18.1 If you order Products and Services from our website for use outside the UK, they may be subject to import duties and taxes levied upon delivery of the Products and Services. You will be responsible for paying any such import duties and taxes. Please note that we have no control over these costs and cannot predict their amounts. For more information, please contact your local customs or tax office before placing your order.
18.2 You must comply with all applicable laws and regulations of the country where the Products and Services are used or delivered. We will not be liable for any breach of such laws by you.
19. Written communications
19.1 Applicable law requires that some of the information or communications we send you must be in writing. By using our site, you agree that communication with us will be mainly 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 means of communication and acknowledge that all contracts, notices, information, and other communications that we provide to you electronically comply with any legal requirement 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. at the following address: 120 Baker Street, London, England, W1U 6TU. We may notify you by e-mail or by the postal address you provided to us when placing the order, or by any 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 letter. For proof of delivery of any notice, it will be sufficient to show, in the case of a letter, that such a letter was properly addressed, stamped, and posted in the mail, and in the case of an email, that such an email was 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 will be directly related to our own products and services and will not be 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 your Personal Account on www.c-mes.co.uk.
22. Events beyond our control
22.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms and Conditions that is caused by events beyond our reasonable control (force majeure).
22.2 A force majeure event includes any act, event, non-occurrence, omission, or accident beyond our reasonable control, including but not limited to the following:
22.2.1 Strikes, lockouts, or other industrial action; 22.2.2 Civil commotion, riot, invasion, terrorist attacks or the threat of 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 Impossibility of the use of railways, shipping, aircraft, road transport, or other means of public or private transport; 22.2.5 Impossibility of the use of public or private telecommunications networks; 22.2.6 Acts, decrees, legislation, regulations, or restrictions of any government; 22.2.7 Pandemic or epidemic.
22.3 Our performance under any Contract is deemed to be suspended for the period that the force majeure event continues, and we will have an extension of time for performance for the duration of that period.
23. Waiver
23.1 If we fail at any time during the term of a Contract to insist upon strict performance of any of your obligations under the contract or any of these terms, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.
23.2 A waiver by us of any default will not constitute a waiver of any subsequent default.
23.3 No waiver by us of any of these terms will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 20 above.
24. Entire agreement
24.1 These Terms, the Privacy Policy, the Billing Rules, and any document expressly referred to in any of these documents constitute the entire agreement between us and supersede all previous discussions, correspondence, negotiations, previous agreement, understanding, or arrangement between us relating to the Products and Services.
25. Law and jurisdiction
25.1 These Terms, the Contract, the purchase of Products and Services through our website, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. Any dispute or claim arising out of or in connection with these Terms, the Contract, or its formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.
26. Promotional offers
26.1 All promotional offers are valid only for new orders and not for subsequent renewals (unless otherwise stated).
26.2 Promotional offers are limited to a period of 1 month, unless otherwise indicated.
27. Company information
27.1 Registered in England and Wales under the registration number 11244685.
27.2 The address of our registered office: 120 Baker Street, London, England, W1U 6TU. Please note that all visitors must book an appointment in advance to visit our office.
27.3 To contact us, please email us at sales@c-mes.co.uk or call +44 (0) 208 068 4673.