Terms & Conditions
1.0 Definitions & Interpretation
The definitions and rules of interpretation in this clause apply in these Terms:
- “Account” means a Client’s online account with the Company created on and accessed through the Site;
- “Client” or “you” means a person, firm or company that purchases or agrees to purchase Services from the Company.
- “Contract” means a contract for the sale and supply of Services by the Company.
- “Company” or “we” means Contember Limited, a company incorporated and registered in Ireland with company number 708883 with its registered office at BLOCK 3, HARCOURT CENTRE, HARCOURT ROAD, DUBLIN 2, D02A339, IRELAND.
- “Services” means the services supplied by the Company to a Client.
- “Site” means the contember.com or contember.cloud website.
- “Terms” means these terms.
- Unless the context otherwise requires, words in the singular shall include the plural and the plural shall include the singular and a reference to one gender shall include a reference to the other genders.
- A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
- Any words following including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- The headings used in these Terms are for reference purposes only and shall in no way affect the meaning or interpretation of these Terms.
- The Schedules form part of these Terms and shall have effect as if set out in full in the body of these Terms. Any reference to the Terms includes the Schedules.
- These Terms apply to all Contracts and all supply of Services by the Company to the exclusion of all other terms and conditions which the Client may purport to apply.
- By completing the order form, orders by logging into your Account or uploading files, the Client will be deemed to have accepted and agreed to these Terms.
- Any variation of these Terms shall be inapplicable unless agreed in writing by the Company.
- The Company reserves the right to amend and update these Terms at any time without notice.
3.0 Your Account
- In order to access some of the features of this Site or use some of the Services, you will have to create an Account. You represent and warrant to the Company that all information you submit when you create your Account is accurate, current and complete, and that you will keep your Account information accurate, current and complete.
- If the Company has reason to believe that your Account information is untrue, inaccurate, out-of-date or incomplete, the Company reserves the right, in its sole and absolute discretion, to suspend or terminate your Account. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure, including without limitation your login details and payment method(s).
- You must notify the Company immediately of any breach of security or unauthorized use of your Account. The Company will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss the Company or others incur caused by your Account, whether caused by you, or by an authorized person, or by an unauthorized person.
4.0 Price & Payment
- Payment by the Client will be either on a monthly, quarterly or yearly single payment basis. By entering your credit card details into our billing system, you agree to allow your card to be used for these payments. Notification will be given when payment is being taken in the form of an email.
- Payment for hosting accounts are due each anniversary month or year following the date the account was established. Clients paying by credit card will automatically be charged before the renewal date unless a cancellation request has already been made. Failure to pay before the renewal date could result in loss of service and loss of domain names. Clients can choose to remove their card details from their Account but increase the risk of losing services if payment is not made in a timely manner.
- Card payments are processed via a tokenization based system through our payment processing company Stripe. The Company does not store card details on its systems.
- Where payment method is bank transfer the correct invoice number must be used as payment reference to avoid delays and suspensions/terminations. The Company will not be liable for any loss to the Client in the situation where payment details given are not clear and accurate.
- The Company reserves the right to vary the amount payable from time to time, however we will give you 30 days prior written notice of any such variation.
- The Company expressly reserves the right to review every Account for excessive space and bandwidth utilization, and to terminate or apply additional fees to those Accounts that exceed allowed levels.
- If the Client's Service or Account is activated before payment is made then payment must be sent in full.
- If payment is not made and received in full within 14 days from the completion of the Contract all technical support for the Site will be revoked and your Account will be disabled. If payment is still not made in the following 30-day period, the Account will be deleted from our servers and all services will stop.
- Any returned cheques to Clients will incur an administration fee of €35.00.
- Re Companies: Any orders received from a company shall be deemed to be made by an authorized person with the authority to bind the company.
- The Company has no obligation to carry out any work until full payment in advance has been received in clear funds.
5.0 Cancellation & Refunds
- An order may be canceled only if the Company receives notification to cancel in any of the following circumstances:
- before the Company activates the Client’s Account, initiates or delivers the Service(s) or otherwise incurs any costs; or
- in respect of an order for hosting services, within 30 calendar days from the date on which the hosting service was ordered or renewed.
- The Company may, at its sole discretion, refuse or cancel any Service.
- Any Accounts terminated due to breach of these Terms will not be refunded.
- It is the Clients responsibility to notify the Company if they wish to terminate their Service or Account before the next renewal date. Any payments made by the Client before termination notice has been given are non-refundable.
- Hosting and domain services must be canceled through your Account.
- Third party cancellations are not accepted.
- The initial term of the Contract shall be the period determined by reference to the payment option selected by the Client in accordance with clause 4.1 and shall commence on the date of acceptance of the Terms by the Client. Thereafter the Contract will continue on a monthly, quarterly, annually or bi-annually basis unless terminated according to the provisions below.
- Accounts with overdue invoices exceeding 45 days will be automatically terminated and data deleted from our servers.
- The Company may, at its sole option and without any obligation to refund monies paid by you terminate the Contract immediately on written notice (email) to you if:
- ordered to do so by a court of competent jurisdiction;
- the use of the Service is or becomes illegal;
- if there is a breach of the Contract;
- evidence of harassment, aggression or offensive behaviour is communicated to any member of the Company’s staff through phone, written or electronic communication;
- evidence of repeated website infection and subsequent failure to follow up remediation;
- the continued use of the Service could cause technical problems on the Internet and/or impair services supplied by the Company; or
- you act in any way or do anything which may reasonably be construed to impugn the trade mark rights of the Company or otherwise be detrimental to the business, goodwill or reputation of the Company.
- Either party may terminate the Contract by serving not less than 7 days’ notice on the other provided that if you terminate the Contract pursuant to this clause you shall not be entitled to a refund of any monies paid.
- For the purposes of the Contract, for the Client to terminate the Agreement, "Written Notice" means completing the "request subscription termination" process via the Client control panel.
- For the Company to terminate the Contract, "Written Notice" means an email or letter sent via recorded delivery to the most recent contact details provided by the Client as maintained in the Client control panel.
- When your Account is closed all files will be deleted.
- Any improper use by the Client under the AUP will result in immediate termination of the Services.
- If the Client has ordered a service on an annual subscription, the Company expects the Client to commit for this period of time. If the Client wishes to cancel or breaches any of these Terms and their Account is canceled within this service period, the Company will not make any refunds for any unused portions of the Client's Account. Whilst the Company does not offer refunds, the Client has no obligation to continue using our service.
- The termination of these Terms shall be without prejudice to the rights of either the Company or the Client that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination.
- The following clauses shall survive any termination or expiration of these Terms or your use of the Site or the Services: clauses 1 (Definitions & Interpretation), 6 (Termination) 10 (Limitation of Liability), 11 (Indemnity ), 21 (Notices), 25 (Governing Law and Jurisdiction)
7.0 Fraudulent Activities
- In the case where suspicion of fraud has arisen, the Company reserves the right to cancel your Account at any time without prior notice or consent from the Client. We also reserve the right to not refund any monies paid and this is totally at the Company’s discretion. Factors that may constitute as fraudulent include;
- Supplying false contact information;
- Using someone else’s credit card without their written consent;
- Withholding information from the Company; or
- Offering or distributing any fraudulent goods, services, schemes or promotions.
- Use of the Services and the Site is also subject to the terms set out in the Company’s Acceptable Usage Policy, a copy of which is exhibited at Schedule 2. For the avoidance of doubt by accepting these Terms, you are also accepting terms as outlined in the Acceptable Usage Policy.
- The Company does not tolerate the transmission of spam. Clients suspected to be using the Services or an Account for the purpose of sending spam are fully investigated. If we determine there is a problem with spam, we will take the appropriate action to resolve the situation.
- The Company defines spam as the sending of unsolicited commercial email, unsolicited bulk email or unsolicited facsimiles, which is email or facsimile sent to recipients as an advertisement or otherwise, without first obtaining prior confirmed consent to receive these communications.
9.0 Monitoring of Content
- The Company reserves the right (but undertakes no duty) to screen content published via the Services and determine whether any such content is appropriate and/or complies with these Terms.
- The Company may remove any item of content published via the Services or posted to a website hosted by the Company and/or terminate a Client’s access to the Services for posting or publishing any material deemed inappropriate, in breach of these Terms, or for otherwise breaching these Terms (as determined by the Company in its sole and absolute discretion), at any time and without prior notice.
- The Company reserves the right to remove material deemed inappropriate from your web pages, without prior notice. The Company does not allow Warez, illegal MP3 websites, porn and discriminate or racial content on their servers.
- The Company assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites and the Company does not censor or edit the content of any third-party websites.
- By using the Services and the Site, you expressly release the Company from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the Site and to review the terms and conditions, privacy policies, and other governing documents of each other website that you may visit.
10.0 Limitation of Liability
- Nothing in these Terms shall limit or exclude the Company’s liability for: death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors; fraud or fraudulent misrepresentation; or any other liability which cannot be limited or excluded by applicable law.
- Subject to clause 10.1:
- the Company shall not have any liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential losses, loss of profit or loss of reputation arising under or in connection with these Terms, the Services or the Client’s use of the Site (including any delay, interruption or cessation of Services);
- the Company shall not have any liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for
- Subject to clause 10.1, in no event shall the Company have any liability to the Client for any direct, indirect, incidental, special, punitive or consequential claims, demands, costs, expenses, losses, liabilities and damages whatsoever or howsoever arising as a result of or in connection with:
- any linked site;
- any viruses, worms, bugs or Trojan horses (or similar) whether introduced by the Company's software or otherwise;
- any unauthorized access to or use of the Company’s servers and/or any and all content, personal information, financial information or other information and data stored therein;
- any content that is defamatory, harassing, abusive, harmful to minors or any protected class, pornographic, obscene or otherwise objectionable; or
- the use, misuse, unavailability of removal of any Services.
- The limitations on liability set out in this clause 10 shall apply to the fullest extent permitted by law.
- The Company may delegate or sub-contract the performance of any of its obligations under any Contract without the Client’s consent.
- You agree to protect, defend, indemnify and hold harmless the Company and its officers, directors, employees, agents, and third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable legal fees) imposed upon or incurred by the Company directly or indirectly arising from;
- your use of and access to the Site or the Services;
- your breach of any provision of these Terms or the policies or agreements which are incorporated herein; and/or
- your breach of any third-party right, including without limitation any intellectual property or other proprietary right.
12.0 Client's Liability
- It is the Client's responsibility to carry out personal computer virus precautions.
- It is the Client's responsibility to ensure their website is updated and free from malware, Trojan horses and viruses. Website's found to be infected will be suspended and deleted from our servers upon notification.
- Data stored on our servers is backed up nightly however this service is provided to you as a courtesy and you will incur a charge (non-refundable) of €30.00 + VAT per incident for file or folder restores at the company's discretion.
- Clients must not attempt to gain the privileges of another user.
- When seeking domain registration, the Client will be responsible when placing an order to ensure that the domain has not been registered by some other person.
- It is the Client’s responsibility to notify the Company if they wish to terminate their Service before the next renewal date. Any payments made by the Client before termination notice has been given are non-refundable.
- It is the responsibility of the Client to keep independent backup files of important data. The Company is not responsible for files and/or data residing on your Account. You agree to take full responsibility for files and data transferred and to maintain all appropriate backup of files and data stored on the Company’s servers. Any and all backup services provided by the Company, whether paid or not, are offered with no warranty or guarantee of their date, accuracy, and integrity
- The Client controls all information it uploads onto our servers and is responsible for ensuring that, where such information includes personal information, the same is being lawfully processed in accordance with the DPA (as defined in Clause 14.1 of this Agreement) where and as required.
13.0 Privacy / Data Protection
- For the purposes of the General Data Protection Regulation (GDPR) (EU) 2016/679 and the Data Protection Acts 1988-2018 (collectively referred to as the “DPA”), the Company acts as a controller (as defined in the DPA) in relation to personal information it processes in relation to its Clients.
- The Company does not, and accepts no liability whatsoever, for personal information uploaded onto its servers by the Client. The Client retains full control and responsibility for all such information and warrants to the Company that such information is at all times being lawfully processed.
- If you wish to make a complaint, please: open a ticket via your Account; or email it to firstname.lastname@example.org.
- Escalations will be handled internally once an appropriate course of action has been identified.
- We will endeavor to respond to your query within 5 working days.
15.0 Force Majeure
- The Company shall not be liable for any delay in meeting or for failure to meet any of its obligations under this Contract due to any cause outside its reasonable control, including, without limitation, strikes, lockouts, Acts of God, war, riot, malicious acts of damage, fire, acts of any government authority, failure of the public electricity supply, failure or delay on the part of any subcontractor beyond the subcontractor’s reasonable control or the lack of availability of materials.
20.0 Entire Agreement
- These Terms constitute the entire agreement between the Company and the Client and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the subject matter of these Terms.
- A notice given to the Company or the Client under or in connection with these Terms will be in writing and will be delivered by hand or sent by post or email, in each case to that party's main address or email address (or to such other address or email address as that party may notify to the other party in accordance with these Terms).
- A waiver of any right or remedy by the Company under these Terms or by law is only effective if given in writing. Any such waiver shall apply only to the circumstances for which it is given and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by the Company to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise by the Company of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
23.0 Rights and Remedies
- The rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
- If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it will 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 will be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause will not affect the validity and enforceability of the rest of these Terms.
25.0 Governing Law and Jurisdiction
- These Terms 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) will be governed by and construed in accordance with the laws of Ireland. The Company and the Client irrevocably agree that the courts of Ireland will have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).