Terms & conditions

These Terms & Conditions describe the CTMdirectory and CTMdemos service which has an annual subscription that customers pay for by card on the CTMfile web-site; there is automatic renewal unless customers let us know 30 days before that they don’t want to continue. Subscriber customers are responsible for uploading their own content and are liable for all content that they upload. Subscriber’s attention is particularly drawn to the liability Clause 9 in the Full Terms & Conditions given below.

CTMFILE TERMS AND CONDITIONS OF SALE

1 Definitions and Interpretation

1.1 In these T&Cs, the following words have the following meanings.

Applicable Law: any laws or regulations, regulatory policies, guidelines or industry codes which apply to the Contract or its subject matter which are in force from time to time.

• Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
• Commencement Date: has the meaning set out in clause 2.3 below.
• Contract: a contract for the supply of Services by CTMfile to the Customer under these T&Cs as set out in the Order Confirmation.
• CTMfile: J&W Associates (trading as CTMfile) of 67 Marlborough Avenue, Cheadle Hulme, Cheadle, SK8 7AR.
• Customer: the party purchasing the Services from CTMfile.
• Customer Materials: all information, text, images, videos, presentations, content and other materials promoting the Customer’s business that are uploaded by the Customer to the Website during the course of its use of the Services.
• Customer Portal: the restricted section of the Website which may be accessed by the Customer in order to upload Customer Materials to the Website during the course of its use of the Services.
• Initial Subscription Term: the period of 12 months commencing on the Commencement Date.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

• Order: an order for the supply of Services placed in accordance with clause 2.1.
• Order Confirmation: has the meaning set out in clause 2.3.
• Renewal Period: has the meaning set out in clause 7.1.

Services: the subscription services included in the Subscription Package purchased by the Customer (as set out in the Order Confirmation) that are to be provided by CTMfile to the Customer under the Contract. Provision of the Services shall permit the Customer to upload contact information and other business directory information and/or demonstration videos and materials to the Website via the Customer Portal, depending on the Subscription Package purchased by the Customer.

• Subscription Fees: the fees payable by the Customer to CTMfile for the Services, as set out in the Order Confirmation.
• Subscription Package: the level of subscription of the Services that has been purchased by the Customer, as set out in the Order Confirmation.
• Subscription Term: the term of the Contract, as set out in clause 7.1.
• T&Cs: these CTMfile Terms and Conditions of Sale.
• Website: the website located at www.ctmfile.com or such other website from which CTMfile operates its business from time to time (including the Customer Portal).
• Year: a period of twelve months commencing on the Commencement Date and each anniversary thereof.

1.2 Clause headings are inserted for convenience and will not affect the interpretation of the Contract. References to clauses are to the clauses of these T&Cs. Words in the singular will include the plural and vice versa. References to a person include an individual, company, firm or partnership and any other legal entity, and that person’s successors and permitted assignees.

1.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and includes any subordinate legislation made under it.

1.4 Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.5 A reference to writing or written includes email but not fax.

1.6 These T&Cs and the terms set out in the Order Confirmation 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. The Customer should print or save a copy of these T&Cs and the Order Confirmation for future reference.

2 Order process

2.1 Orders must be placed by following the onscreen prompts on the Website. Each Order is an offer by the Customer to buy the Services specified in the Order subject to these T&Cs.

2.2 The order process on the Website allows the Customer to check and amend errors before submitting the Order to CTMfile. The Customer shall be responsible for ensuring it has selected the correct Subscription Package, checking the Order before submitting it to CTMfile and for ensuring the Order is complete and accurate.

2.3 After the Customer has placed an Order, the Customer will receive an email from CTMfile confirming that the Order has been received, but this does not mean that the Order has been accepted. Acceptance of an Order shall take place when CTMfile sends an email to the Customer notifying the Customer that payment has been accepted (the Order Confirmation), at which point and on which date (the Commencement Date) the Contract between CTMfile and the Customer will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation. If CTMfile is unable to accept an Order, it will inform the Customer by email, will not process the Order and will refund any Subscription Fees that have been paid in respect of the Order.

2.4 The Services are made available to business customers only.

2.5 The Contract is made in the English language only.

3 Supply of Services

3.1 In consideration for payment of the Subscription Fees, CTMfile shall provide the Services to the Customer during the Subscription Term, subject to the terms and conditions of the Contract.

3.2 The Customer will choose login details for the Customer Portal when placing the Order and the Customer will be granted access to the Customer Portal following receipt of the Order Confirmation.

3.3 CTMfile shall provide the Services with reasonable care and skill.

3.4 If CTMfile’s performance of any of its obligations under the Contract is prevented or delayed by any act, omission or default of the Customer or any of its representatives, CTMfile shall have the right to suspend performance of its obligations under the Contract (including the performance of the Services) and CTMfile shall not be liable for any costs or losses arising from such suspension or otherwise from such act, omission or default of the Customer and/or its representatives.

3.5 The Contract shall not prevent CTMfile from entering into the same or similar agreements with third parties.

4 Customer obligations

4.1 The Customer shall:

1. co-operate with CTMfile in all matters relating to the Services and provide CTMfile with access to such information and materials (including the Customer Materials) as required by CTMfile to perform the Services;
2. use the Services in accordance with the Contract;
3. comply with all Applicable Law with respect to its activities under the Contract;
4. obtain and shall maintain all necessary licences, consents and permissions necessary for it to perform its obligations under the Contract and use the Services, including without limitation all licences, consents and permissions necessary for the Customer to upload the Customer Materials to the Website;
5. ensure that the Customer Materials are free from viruses and other malicious code and it shall not introduce any viruses or malicious code onto CTMfile’s systems or the Website;
6. ensure that all login details for the Website and any other information used as part of the security procedures for the Website are treated as confidential and shall not disclose such information to any person except its authorised personnel;
7. use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and the Website and in the event of any such unauthorised access or use shall promptly notify CTMfile and shall give CTMfile all assistance that it reasonable required to prevent such unauthorised access or use;
8. ensure that it has all necessary internet and network connections, computer equipment and a suitable web browser required in order to access and use the Services and the Website and complies with all other technical requirements notified to it by CTMfile from time to time;
9. be solely responsible for all network connections and telecommunications links from its systems to CTMfle’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet; and
10. ensure that the Customer Materials are correct, complete and up-to-date and shall have sole responsibility for the legality, reliability, integrity, accuracy, completeness and quality of the Customer Materials.

4.2 The Customer shall not:

1. except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Contract:
   (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Website in any form or media or by any means; or
   (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Website; or
2. attempt to access, access or assist any third party in accessing, all or any part of the Website or any Services:
   (i) which the Customer is not entitled to access under its Subscription Package;
   (ii) in order to build a product or service which competes with the Website and/or the Services; or
3. use the Website or the Services to provide services to third parties; or
4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or the Website available to any third party.

4.3 The Customer shall not upload any Customer Materials to the Website during the course of its use of the Services that:

1. breach any Applicable Law or are fraudulent, or have any unlawful or fraudulent purpose or effect;
2. facilitate illegal activity;
3. promote unlawful violence;
4. are harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
5. depict sexually explicit images;
6. are discriminatory based on race, gender, colour, religious belief, sexual orientation or disability;
7. are otherwise illegal, offensive or causes damage or injury to any person or property; or
8. bring CTMfile into disrepute, and CTMfile reserves the right, without liability or prejudice to its other rights, to remove from the Website and/or disable the Customer's access to any Customer Materials that CTMfile (acting in its absolute discretion) considers to breach the provisions of this clause, or any other clause of these T&Cs.

4.4 The Customer shall indemnify CTMfile against all claims, liabilities, losses, costs, proceedings, damages, expenses, fines and penalties suffered or incurred by CTMfile (or any of its partners, employees, officers, consultants, sub-contractors or other personnel) arising out of or in connection with any breach of clause 4.3.

4.5 Any breach of this clause 4 shall constitute a material breach for the purposes of clause 7.2(a).

5 Subscription Fees and payment

5.1 The Customer shall pay the Subscription Fees in accordance with this clause 5.

5.2 The Subscription Fees shall be payable in pounds sterling annually in advance by credit or debit card.

5.3 The Customer shall, when placing the Order, provide to CTMfile valid, up-to-date and complete credit or debit card details and any other relevant valid, up-to-date and complete contact and billing details. The Customer hereby authorises CTMfile to bill such credit or debit card:

1. on or after the date the Order is submitted in respect of the Initial Subscription Term; and
2. subject to clause 7.1, on or after each anniversary of the Commencement Date for the Subscription Fees payable in respect of the next Renewal Period.

The Customer shall keep these payment card details up-to-date during the Subscription Term.

5.4 The Subscription Fees for the Initial Subscription Term shall be the prices for the Services set out on the Website at the time the Order is submitted by the Customer and as confirmed in the Order Confirmation.

5.5 CTMfile may increase the Subscription Fees at the start of each Renewal Period upon at least 45 days’ notice to the Customer (which notice may be sent by email).

5.6 If the Customer wishes to change its Subscription Package after the Commencement Date and CTMfile agrees to such change, the Subscription Fees will be modified accordingly (on a pro rata basis in respect of the remainder of the Initial Subscription Term or then current Renewal Period, as applicable).

5.7 The Subscription Fees:

1. are non-cancellable and non-refundable (except as expressly provided otherwise in these T&Cs); and
2. shall be paid by the Customer in cleared funds without deduction, set-off, counterclaim or withholding (except for any deduction or withholding required by Applicable Law).

5.8 VAT may be payable by the Customer in respect of the Subscription Fees. The Customer shall be solely responsible for selecting the correct VAT option when placing the Order. If the Customer does not pay VAT on the Subscription Fees where such VAT is payable, the Customer shall immediately pay to CTMfile upon request any amount due in respect of such VAT.

5.9 If the Customer fails to pay any amount due under the Contract by the due date for payment, CTMfile may suspend the provision of the Services until such payment has been received in full.

6 Intellectual Property Rights

6.1 During the Subscription Term, subject to the Customer paying the Subscription Fees and complying with the other terms and conditions of the Contract, CTMfile grants to the Customer the non-exclusive, non-transferable right and licence, without the right to grant sublicences, to access the Website via the Customer Portal in order to upload Customer Materials to the Website for the purpose of promoting the Customer’s business to users of the Website.

6.2 The Customer acknowledges and agrees that the Website (excluding the Customer Materials) and all the Intellectual Property Rights therein are and shall remain the exclusive property of CTMfile and its licensors. Except as expressly stated herein, the Contract does not grant the Customer any rights to or in any such Intellectual Property Rights, or any other rights whatsoever in respect of the Website.

6.3 All right, title and interest in and to the Customer Materials (including all Intellectual Property Rights subsisting therein) shall be owned by the Customer and its licensors.

6.4 The Customer hereby grants to CTMfile, during the Subscription Term, a non-exclusive, worldwide licence to use the Customer Materials on the Website for the purpose of providing the Services.

6.5 The Customer warrants that:

1. CTMfile’s use of the Customer Materials pursuant to clause 6.4 will not infringe the rights (including the Intellectual Property Rights) of any third party; and
2. where any part of the Customer Materials are not its original work, the Customer has all necessary licences, consents or permissions to use any such third party content or materials and to licence the same to CTMfile for use in connection with the Contract.

6.6 The Customer shall indemnify CTMfile against all claims, liabilities, losses, costs, proceedings, damages, expenses, fines and penalties suffered or incurred by CTMfile (or any of its partners, employees, officers, consultants, sub-contractors or other personnel) as a result of or in connection with any allegation or claim brought against CTMfile for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt, use or distribution of the Customer Materials pursuant to clause 6.4.

7 Term and termination

7.1 The Contract shall commence on the Commencement Date and shall, unless terminated earlier in accordance with its terms, continue for the Initial Subscription Term. Thereafter the Contract shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

1. either party notifies the other party of termination, in writing, at least 30 days’ before the end of the Initial Subscription Term or any Renewal Period, in which case the Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
2. otherwise terminated in accordance with its terms.

7.2 Either party may terminate the Contract immediately without liability upon written notice to the other party if:

1. the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that material breach within 30 days of the other party being notified in writing of the breach;
2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing in either case within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
3. the other party enters into a composition, compromise or arrangement to reschedule or restructure its debt with or for the benefit of its creditors (except, in the case of a company, for the purpose of a bona fide solvent reconstruction or amalgamation);
4. the other party compulsorily or voluntarily enters into liquidation or commences negotiations in respect of the same (except for the purpose of a bona fide solvent reconstruction or amalgamation);
5. the other party has an administrator, receiver, liquidator (except for the purpose of a bona fide solvent reconstruction or amalgamation) or manager appointed over the whole, or a substantial part, of its undertaking or assets or any petition or notice is filed or give in respect of the same by any person;
6. the other party (being an individual) it is the subject of a bankruptcy petition, application or order;
7. any creditor or encumbrancer attaches or takes possession of or a distress, execution, sequestration or other such process is levied or enforced on or sued against the whole or any part of its assets which is not discharged within 14 days;
8. the other party ceases or threatens to cease business or is dissolved; or
9. an event equivalent or similar to any of those set out in clauses 7.2(b) to 7.2(h) occurs or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject.

7.3 CTMfile may terminate the Contract immediately upon written notice to the Customer and without liability at any time if:

1. the Customer commits any repeated breach or non-observance of the Contract or refuses or neglects to comply with any reasonable and lawful directions of CTMfile;
2. the Customer acts or omits to act in any manner which brings or may (in CTMfile’s sole opinion) bring CTMfile into disrepute; or
3. CTMfile is required to do so by or under Applicable Law.

8 Consequences of termination

8.1 On termination of the Contract for any reason:

1. the licence and rights granted to the Customer under the Contract shall immediately terminate;
2. CTMfile shall with immediate effect cease the provision of the Services and terminate the Customer’s access to and use of the Website;
3. CTMfile may, without liability or notice, remove from the Website and destroy or otherwise dispose of any of the Customer Materials on its possession and may (in its discretion) agree to provide to the Customer a copy of the Customer Materials, but CTMfile reserves the right to charge the Customer a reasonable fee for providing any such copy or related assistance;
4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced; and
5. any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this shall remain in full force and effect.

9 Liability

9.1 Nothing in the Contract excludes the liability of either party for: (a) death or personal injury caused by its negligence; (b) for fraud or fraudulent misrepresentation or (c) for any other liability that cannot be limited or excluded under Applicable Law. All exclusions and limitations of liability set out in this agreement shall be subject to this clause 9.1.

9.2 The Customer shall procure that all of its personnel who access the Website on its behalf comply with the terms of the Contract and any other terms of use applicable to use of the Website and shall be liable for any breach of the same by any of its personnel.

9.3 CTMfile does not warrant that the availability or use of the Website will be uninterrupted or error-free or that any particular results (including as regards the levels of traffic to the Website or any website of the Customer) will be achieved through the provision or use of the Services.

9.4 CTMfile is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Website and the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

9.5 CTMfile shall have no liability for impaired performance or non-performance of the Website arising from a failure to comply with any specifications or technical requirements relating to use of the Website notified by CTMfile from time to time.

9.6 CTMfile shall have no liability for any damage caused by errors or omissions in any information or instructions provided by or on behalf of the Customer in connection with the Services (including errors or omissions in the Customer Materials), or any actions taken by CTMfile at the Customer's direction.

9.7 CTMfile shall have no liability in respect of any content posted on the Website by third party users of the Website.

9.8 The Customer shall have sole responsibility for backing up the Customer Materials and CTMfile shall have no liability for any loss of, deletion of or damage to the Customer Materials (howsoever caused).

9.9 CTMfile shall not be liable to the Customer for any: loss of profit; loss of revenue; loss of opportunity; loss of anticipated savings; loss of or damage to reputation or goodwill; loss of data; or any indirect, special or consequential losses or damages.

9.10 CTMfile’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall in each Year be limited to the total Subscription Fees paid by the Customer during that Year.

9.11 These T&Cs state the full extent of CTMfile’s obligations and liabilities in resect of the performance of the Services. Any condition, warranty, representation or other term concerning the performance of the Services which might otherwise be implied into or incorporated in the Contract, whether by statute, common law or otherwise, is excluded to the maximum extent permitted by Applicable Law.

10 Force majeure

CTMfile shall not in any circumstances be in breach of the Contract nor liable for any delay or failure in performing any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control.

11 Notices

11.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first class post or other next working day delivery service or (if applicable) airmail to the other party at the address given by that party for such purposes, or sent by email to the other party’s relevant email address.

11.2 A notice delivered by hand will be deemed to have been received when delivered. A notice sent by pre-paid first-class post or recorded delivery will be deemed to have been received on the second Business Day after posting, of the fifth Business Day after posting in the case of airmail, or at the time recorded by the delivery service. A notice sent by email will be deemed to be delivered on the next Business Day after transmission (provided that no failure notification or out of office message is received by the sender).

11.3 This clause does not apply to the service of any proceedings or other documents in any legal action.

12 General

12.1 No failure or delay by a party to exercise 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 the 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.

12.2 If any 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 shall be deemed deleted. Any such modification to or deletion of a provision shall not affect the validity and enforceability of the rest of the Contract.

12.3 No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

12.4 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

12.5 The Customer will not assign, transfer, sub-contract or deal in any other manner with any of its rights and/or obligations under the Contract, without the prior written consent of CTMfile, such consent not to be unreasonably withheld or delayed. CTMfile may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

12.6 The rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law or otherwise.

12.7 The Contract does not confer any rights on any person or party pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.

12.8 The Contract, and any documents referred to in it, constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person to the subject matter of the Contract, other than as expressly set out in the Contract.

13 Governing law and jurisdiction

13.1 The 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 English law.

13.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation. Notwithstanding the foregoing, nothing in this clause shall limit the right of the CTMfile to take proceedings in any other court of competent jurisdiction where the Customer is resident or has assets.