cpsstore.co.uk (the Site) is a website operated by CPS Group Limited, a company registered in England & Wales with company number 03084879) whose registered office is at 34 Sir Alfred Owen Way, Pontygwindy Industrial Estate, Caerphilly, CF83 3HW.
These terms and conditions apply to all use of the Site (unless you select the United States and Canada versions of the Site, in which case the terms and conditions displayed there will apply). To contact CPS, please see the ‘Contact Us’ section on the Site. CPS sells its print and merchandise products via the Site to businesses (Business). You may also use the Site to buy CPS Products for your own personal use (Consumer). Some clauses only apply to either Businesses or Consumers – where this is the case, it is clearly stated.
By using the Site or placing an order on the Site, you agree to these CPS Terms in the version valid at that point in time and to comply with them. CPS may amend these Terms from time to time, so it is important that you check them each time you wish to use the Site or place a new Order. Please also read our Privacy Policy which sets out how we collect, uses and processes your personal information.
There may be additional terms and conditions which apply, for example if you buy or use a gift card, if CPS runs a promotion or a referral programme. If so, CPS will refer you to the relevant terms at the time.
These CPS Terms have been prepared in English. They may be translated into a different language depending on which version of the Site you access. In the case of any conflict between the English version of these CPS Terms and any translation, the English version will take precedence. Please see clause 23 for a list of definitions.
1 ACCEPTING & COMPLYING WITH THESE CPS TERMS
1.1 If you are using the Site or ordering the CPS Products on behalf of your employer or any other person, you warrant and represent that you have the full right, power and authority to accept these CPS Terms on their behalf and to bind them to the CPS Terms.
1.2 Each Party warrants and represents that it holds all necessary licences, consents, and permissions necessary for it and its Representatives to perform their obligations under these CPS Terms.
1.3 You are responsible for ensuring that all persons who access the Site through your internet connection or otherwise on your behalf are aware of these CPS Terms, CPS’s Privacy Policy and any other applicable terms, and that they comply with them.
2 DESCRIPTIONS & IMAGES OF THE CPS PRODUCTS
2.1 The CPS Products you Order will be materially as described and pictured in your Design. Please keep in mind that different monitors and screens display colours differently and CPS cannot guarantee that your computer's display of the colours accurately reflects the colour of the CPS Products. The colour of your CPS Products may vary slightly from those images.
2.2 The CPS Products you Order may differ to the descriptions or images of the CPS Products on the Site, or any other advertising by CPS. For example, you may have changed the colour or added a logo to your Design.
2.3 Final dimensions and layout of print products indicated on the Site or in a Design may vary by small amounts, and so your CPS Products may differ slightly from those images.
3 ORDERING CPS PRODUCTS
3.1 Before you create your Design, it may be helpful for you to review the Design guidelines in CPS’s help information at the footer of this website, these include contact pages, helpful tools and useful links to help you along your journey with us.
3.2 Once you have selected the CPS Products (and created/chosen the Design, if applicable) on the Site, you can request to order the CPS Products by following the onscreen prompts to add them to your online shopping basket (Online Basket).
3.3 Your Online Basket will show the type and quantity of CPS Products you are requesting, along with the Delivery Information. You can check and amend any errors in the Online Basket before submitting it.If you have chosen to accept our Artwork Check Service, a member of our design team will shortly be in touch to finalise them all important details.
3.4 By submitting your Online Basket, you are making a request to order the CPS Products shown in your Online Basket. CPS will send you an acknowledgement email shortly after you submit your order.If no email is received, please check your junk folders as sometimes it can appear here. If no email has been received, then please reach out as there maybe a spelling mistake on the email address provided.
3.5 The advertising of the CPS Products on the Site does not oblige CPS to accept your order. CPS may reject any order without giving a reason, including without limitation if it would breach these Terms.
3.6 CPS’s acceptance of your order for the CPS Products takes place only when CPS sends an order confirmation email containing an order number (Order Confirmation #CPS Number).
3.7 If CPS cannot supply you with the CPS Products for any reason, CPS will inform you of this and will not process your order. If you have already paid for the Order, CPS will promptly discuss substitute options. If CPS provides you with substitute CPS Products, you will be refunded any difference in cost. If no substitution is agreed, CPS will refund you the full amount charged, including any Shipping Charges.
3.8 Each Order will be a part of these CPS Terms and will not form a separate contract to it.
3.9 If you have any questions or issues with your Order, you should contact CPS using the details in the ‘Contact Us’ section on the Site.
4 YOUR ACCOUNT
4.1 To place an order on the Site, you must create an Account by using your email address and choosing a password (Account Login). You must treat your Account Login as confidential and not disclose it to any third party. If you know or suspect someone other than you, knows your Account Login, you must promptly notify us using the details in the ‘Contact Us’ section on the Site.
4.2 CPS has the right to disable your Account Login or terminate your Account at any time for any reason, including without limitation if it believes you have failed to comply with any of the provisions of these CPS Terms.
4.3 You are responsible for anything that happens under your Account, including any Orders placed through the Account.
5 PRICE OF CPS PRODUCTS & SHIPPING CHARGES
5.1 CPS’s Standard Prices are set out on the Site.
5.2 The Standard Prices do not include the Shipping Charges, which are advised to you during the check-out process, before you submit your order.
5.3 Prices and fees shown on the Site are exclusive of Sales Tax, except in some locations where we display both VAT inclusive and exclusive prices. All fees and prices are exclusive of Sales Tax, which will be applied to the prices in accordance with Applicable Law. You can check this using our Cost Calculator, or at checkout.
5.4 For Sales Tax purposes: (a) if you Order CPS Products for delivery in the United Kingdom, CPS will be the supplier with VAT number GB 179 556 6062.
5.5 The total amount payable by you for the CPS Products and the Shipping Charges will be set out in your Online Basket at the time you submit your order.
5.6 CPS uses its reasonable endeavours to ensure that the Standard Prices are correct at the time when the relevant information was entered onto the system. However, CPS sells a large number of products through the Site. Despite CPS’s efforts, some of the CPS Products on the Site may be incorrectly priced. If CPS discovers an error in the price of the CPS Products in an Order, CPS will contact you to inform you of this error and give you the option of continuing to purchase the CPS Products at the correct price or cancelling the Order. CPS will not process the Order until it has your instructions. If CPS is unable to contact you using the contact details provided by you during the order process, CPS will treat the Order as cancelled, notify you in writing and refund any sums already paid by you for the CPS Products.
6 PAYMENT FOR THE CPS PRODUCTS
6.1 You can pay for the CPS Products and applicable Shipping Charges by any accepted method at the time of Ordering.
If you are a Business
6.2 You must pay all amounts due to CPS under these CPS Terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7 DELIVERY AND OWNERSHIP
7.1 The CPS Products will be sent by regular post, unless you have selected a faster delivery option in your Order and this is stated in the Order Confirmation. Depending on the delivery option you confirm, CPS will provide you with estimated delivery dates for delivery of the CPS Products.
7.2 CPS will endeavour to deliver the Order within the estimated dates. However, any estimated delivery date or times provided to you or on the Site are approximate only.
7.3 CPS aims to ship complete Orders in their entirety. However, where CPS deems it appropriate, it may split the Order into multiple shipments.
7.4 You must provide CPS with your Delivery Information when you Order. CPS will deliver the CPS Products to the address in the Delivery Information. CPS only accepts one delivery address. If your specified address is not recognised in the shipping carrier's system, CPS reserves the right to alter the delivery address to the closest match recognised by the carrier.
7.5 Delivery is complete once the CPS Products have been delivered to the address in the Delivery Information and the CPS Products will be owned by you (and you will be responsible for them) from that time. We will supply details of the signature and persons responsible for the orde, once this has been signed for at the address provided.
7.6 If you don’t allow CPS to deliver the CPS Products to you, within a reasonable time after CPS notifies you that they are ready for delivery, then: (a) if they are non-Bespoke CPS Products, CPS will treat your Order as cancelled and refund you the price of those CPS Products; or (b) if they are Bespoke CPS Products (i) CPS will treat the CPS Products as delivered and store them until actual delivery can take place, and (ii) if after 10 Business Days after CPS notifies you that the CPS Products were ready for delivery, you have not accepted actual delivery of them, CPS may dispose of part or all of the CPS Products and will not refund you for the price of those CPS Products.
If you are a Business
7.7 Time for delivery is not of the essence. CPS will not be liable for any Losses incurred by you arising out of or in connection with any delay in delivery howsoever caused.
8 INTERNATIONAL DELIVERY
8.1 There may be restrictions on some CPS Products for certain delivery destinations. CPS may, in its discretion, reject an Order based on its delivery location.
8.2 If you Order CPS Products from the Site for delivery to a delivery destination outside of the UK, your Order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that CPS has no control over these charges, nor can CPS predict their amount. So when an order is made at the request of an address outside of the UK, we will inform you of these charges prior to any shipping being completed, once again if these charges are not paid for, as per the terms set out in sections 7.6.
8.3 You will be responsible for payment of any such import duties and taxes.
8.4 You must comply with all Applicable Laws of the country for which the CPS Products are destined. CPS will not be liable or responsible if you break any such law.
9 CHANGING YOUR MIND ABOUT AN ORDER
9.1 Subject to limited exceptions (for example, unbranded water bottles or notebooks), the CPS Products are Bespoke CPS Products.
If you are a Business; or if you are a Consumer with Bespoke CPS Products
9.2 If you are a Consumer, your cancellation rights in relation to Bespoke CPS Products are different to in respect of non-Bespoke CPS Products because CPS would be unable to resell Bespoke CPS Products that you no longer want or need. This doesn’t affect your rights if there is something wrong with the Bespoke CPS Products (see clause 10).
9.3 You may cancel or change part or whole of an Order and receive a refund only if you successfully notify CPS of your cancellation request before CPS has taken steps to begin to manufacture or deliver that part of the Order. For example, you may not cancel or change print CPS Products which CPS has already started printing.
If you are a Consumer with non-Bespoke CPS Products
9.4 In respect of non-Bespoke CPS Products, you have a legal right to change your mind about them and receive a refund of what you paid for them, including the Delivery Costs.
9.5 If you change your mind about a non-Bespoke CPS Product, you must let CPS know no later than 14 days after the day CPS delivers your Order. To let CPS know you would like to change your mind, please contact CPS’s Customer Service team (who can be contacted using the details in the ‘Contact Us’ section on the Site). If you are in the UK or EU, they can (if you prefer) provide you with the model cancellation form.
9.6 You have to return the CPS Products at your own cost.
9.7 If the value of the CPS Products you want to return has been reduced as a result of unnecessary handling by you, CPS will reduce your refund to compensate for this. For example, CPS reduces your refund if the CPS Product’s condition is not "as new", price tags have been removed or the CPS-branded packaging is damaged. In some cases, because of the way you have treated the product, it may be that no refund is due. CPS’s Customer Service Team (who can be contacted using the details in the ‘Contact Us’ section on the Site) can advise you on whether CPS is likely to reduce your refund.
9.8 If your Order also contains Bespoke CPS Products, your cancellation rights in respect of the Bespoke CPS Products are set out in clauses 9.2 to 9.3.
10 IF THERE IS SOMETHING WRONG WITH THE CPS PRODUCTS
If you are a Consumer
10.1 If you think there is something wrong with the CPS Products, please contact CPS using the details on the ‘Contact Us’ section on the Site.
10.2 Under your statutory rights, the CPS Products delivered to you must be as described and pictured in the Design, fit for purpose and of satisfactory quality.
If you are a Business
10.3 CPS provides a warranty that on delivery: (a) the CPS Products shall: (i) subject to clause 2, conform in all material respects with the Design; (ii) be free from material defects in design, material and workmanship; (iii) be of satisfactory quality; and (iv) be fit for any purpose held out by CPS.
10.4 You may reject or request to change the CPS Products delivered to you that do not comply with the warranty given at clause 10.3 provided that: (a) you notify CPS: (i) in the case of an issue/defect that is apparent on normal visual inspection, within 5 Business Days of delivery; (ii) in the case of a latent defect/issue, within a reasonable time of the latent defect/issue becoming apparent; (b) you cooperate with CPS and provide all information and evidence of the issues/defect(s) as CPS reasonably requires (including photographs and/or videos of the issue/defect(s)); (c) none of the exceptions to the warranty under clause 10.8 apply; and (d) you (if asked to do so by CPS) return the CPS Products to CPS.
10.5 If you fail to give notice of rejection in accordance with clause 10.4, you will be deemed to have accepted the CPS Products as they are.
10.6 If you reject CPS Products under clause 10.4, CPS will, at its option, modify, repair or replace the CPS Products to comply with clause 10.3, or refund the price of the defective CPS Products in full.
10.7 CPS will not be liable for breach of the warranty set out in clause 10.3 if: (a) you make any further use of the CPS Products after giving notice to CPS under clause 10.4; (b) the defect arises because you failed to follow CPS's oral or written instructions as to the storage or use and maintenance of the CPS Products or (if there are none) Good Industry Practice regarding the same; (c) the defect arises as a result of CPS using the Customer Assets or following your instructions, or because of a mistake you made in the Design; (d) you alter or repair the CPS Products without CPS’s written consent; (e) the defect arises as a result of your fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or (f) the CPS Products differ from their description or Design as a result of changes made to ensure they comply with Applicable Laws.
10.8 CPS will only be liable to you for the CPS Products' failure to comply with the warranty set out in clause 10.3 to the extent set out in clauses 10.4 to 10.8.
11 THE CPS PROMISE
11.1 CPS shall not be unreasonable in its application of the CPS Promise described on the Site (CPS Promise). You acknowledge that the CPS Promise is to support CPS’s commitment to deliver each Order correctly, but it is not a contractual representation incorporated into these CPS Terms.
11.2 The CPS Promise is to support good customer service, and cannot be invoked to deal with errors made by you, your representatives or anyone otherwise directed by you. You acknowledge and agree that: (a) you will be fair and reasonable in your expectations of the CPS Promise; (b) CPS reserves absolute discretion as to whether or not to apply the CPS Promise; and (c) you are ultimately responsible for ensuring that your instructions to CPS are complete, accurate and meet your requirements.
11.3 If you are a Consumer, nothing in this clause 11 affects your statutory rights.
12 EVENTS OUTSIDE OUR CONTROL
12.1 If CPS is prevented from, or delayed in, complying with its obligations under these CPS Terms directly or indirectly by an event outside its control (including but not limited to delays caused by delivery companies or a supplier of CPS, or your failure to provide CPS with adequate delivery instructions, or any natural disasters, terrorist attacks, criminal activity, failure of internet or communications networks, government orders, or pandemics or similar serious outbreaks of disease), CPS will not be responsible to you for such breach or delay as long as it uses reasonable endeavours to work the problem and achieve a work-around as soon as reasonably practicable, keeping you fully and promptly informed.
12.2 If CPS’s delivery of the CPS Products is delayed and the delay is likely to be substantial, you can contact CPS, using the details in the ‘Contact Us’ section of the Site, to cancel your Order and receive a refund for any CPS Products you have already paid for, but not received, less reasonable costs CPS has already incurred.
13 SITE UPDATES AND SUSPENDING OR WITHDRAWING THE SITE OR CPS PRODUCTS
13.1 CPS may at any time modify, update or change all or any part of the Site to reflect changes to the CPS’s Products, users’ or customers’ needs, business priorities, to implement any obligations imposed upon CPS by third party suppliers or to comply with a change in Applicable Laws.
13.2 The Site is made available free of charge. CPS does not guarantee that the Site or any content on it (including the CPS Templates), will always be available or be uninterrupted. CPS may suspend or withdraw or restrict the availability of all or any part of the Site for any reason.
14 SECURITY OF THE SITE
14.1 Each Party shall use Good Industry Practice to ensure that no Malicious Item is connected to, ingested into, transmitted through, or stored on, the Site. Malicious Item means any item (including any software, code, file or program) which may: (a) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device, (b) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by rearranging, altering or erasing the program or data in whole or part or otherwise) or (c) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
15 HOW CPS USES PERSONAL INFORMATION
15.1 Controller, processor, data subject, personal data, processing and technical and organisational measures have the meaning given to them in the Data Protection Laws.
15.2 In connection with any personal information processed by a Party under these CPS Terms, each Party shall comply with the Data Protection Laws applicable to such processing.
15.3 CPS’s Privacy Policy is at https://www.cpsstore.co.uk/policies/privacy-policy. This sets out how CPS collects, uses and processes your personal information and it applies to your use of the Site.
If you are a Business
15.4 Customer Personal Data means, excluding Relationship Management Data, any personal data that is processed by CPS as a result of, or in connection with, your use of the Site or the design, creation and supply of the CPS Products to you under these CPS Terms. This may include, for example, your employees’ details that you include on a business card.
15.5 Relationship Management Data means the name, business contact details and related personal data each Party processes about the other Party’s personnel in order to provide access to/access the Site, fulfil any other obligations under these CPS Terms and to manage the relationship between the Parties. CPS’s Privacy Policy sets out how we collect, use and process Relationship Management Data.
15.6 As between the Parties, you are a controller, and CPS is a processor of Customer Personal Data; the CPS Data Processing Agreement shall apply to such processing and is incorporated into these CPS Terms. In addition to the obligation at clause 15.2, each Party shall comply with the CPS Data Processing Agreement in respect of the processing of Customer Personal Data.
16 RIGHTS AND USE OF THE CUSTOMER ASSETS
16.1 You or your licensors own any and all Intellectual Property Rights in the Customer Assets and nothing in these CPS Terms will transfer them to CPS.
16.2 It is your responsibility (and not CPS’s) to ensure that you have any necessary permissions to use the Customer Assets and to comply with Applicable Laws and any third-party terms applicable to the Customer Assets.
16.3 If the Design and CPS Products combine CPS Templates and Customer Assets, it is solely your responsibility to ensure you can use the CPS Products as delivered without infringing the Intellectual Property Rights or any other rights of a third party. CPS cannot and does not warrant this.
16.4 You grant to CPS a royalty-free, fully paid up, worldwide, sub-licensable, (subject to clauses 23.2 and 23.3) non-transferrable right and licence to copy, display, distribute, modify and otherwise use the Customer Assets solely as necessary to provide the CPS Products to you.
16.5 In respect of any Customer Assets you upload to the Site or otherwise seek to include in the Design, you must comply with the content standards set out in this clause and any others as published by CPS on the Site. Customer Assets must: (a) be accurate (where stating facts); (b) be genuinely held (where stating opinions); (c) comply with the law applicable in any country from which it is uploaded. Customer Assets must not: (a) be defamatory of any person; (b) be obscene, offensive, hateful or inflammatory; (c) bully, insult, intimidate or humiliate; (d) promote sexually explicit material; (e) include child sexual abuse material; (f) promote violence; (g) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (h) infringe any copyright, database right or trade mark of any other person; (i) be likely to deceive any person; (j) breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence; (k) promote any illegal content or activity; (l) be in contempt of court; (m) be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety; (n) be likely to harass, upset, embarrass, alarm or annoy any other person; (o) impersonate any person or misrepresent Customer’s identity or affiliation with any person; (p) advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse; (q) contain a statement which Customer knows or believes, or has reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism. CPS will determine, in its discretion, whether Customer Assets breach this clause 16.5.
16.6 You warrant, represent and undertake that: (a) you have full right, power and authority (including all applicable licences of Intellectual Property Rights) to use Customer Assets in connection with the Site and CPS Products; (b) the use of Customer Assets in connection with the Site and CPS Products does not breach Data Protection Laws or any Applicable Laws governing confidential, secret or classified information; (c) the use of Customer Assets in connection with the Site and CPS Products does not infringe the Intellectual Property Rights of any third party or conflict with any third party obligations to which you are subject (including any contractual obligations with third parties); and (d) the Customer Assets don’t breach the content standards in clause 16.5.
16.7 You shall indemnify CPS against (which means you will be responsible to CPS for) Losses suffered or incurred by CPS arising out of or in connection with: (a) any claim or allegation made by a third party against CPS that Customer Assets or their incorporation into the CPS Products infringe the Intellectual Property Rights of a third party; (b) any claim or allegation made by a third party or any governmental or regulatory authority against CPS that Customer Assets or their incorporation into the CPS Products breach Data Protection Laws or any Applicable Laws governing confidential, secret or classified information; and/or (c) a breach of clause 16.5.
16.8 You are solely responsible for securing and backing up any content you upload to the Site, including the Customer Assets.
17 RIGHTS & USE OF THE SITE, CPS TEMPLATES & DESIGN
17.1 Nothing in these CPS Terms will transfer CPS’s (or its licensors’) Intellectual Property Rights to you.
17.2 CPS or its licensors own any and all Intellectual Property Rights in the CPS Technology & Content.
17.3 The CPS Marks are trade marks or registered trade marks of CPS. You do not have any right to the CPS Marks other than as necessary for you to be able to use the Site in accordance with these CPS Terms. CPS Marks means the CPS name, CPS logo and any other CPS trade marks, service marks and brand properties (such as domain names and social media assets) used in connection with CPS, the Site, or any CPS product or service.
17.4 To the extent you provide any suggestions, comments or other feedback related to the CPS Technology & Content or CPS Products, you hereby grant CPS a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sub-licensable, transferable licence to copy, display, distribute, perform, modify and otherwise use feedback in any way and without limitation. This includes feedback from your Representatives, including via feedback request services and on social media.
17.5 CPS hereby grants to you a revocable, non-transferrable, non-sub-licensable, non-exclusive right to access and use the CPS Technology and Content solely for the purposes of ordering CPS Products.
17.6 Except as expressly permitted in these CPS Terms, you shall not: (a) otherwise use, copy, modify, adapt or create derivative works of the CPS Templates; (b) attempt to translate, decompile, disassemble, reverse engineer or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public Application Programming Interfaces of the Site unless permitted by Applicable Laws (c) attempt to circumvent or interfere with any security features of the Site; (d) publicly disseminate non-public information regarding the functionality, operation or performance of the Site; (e) use the CPS Technology & Content for competitive analysis or to build competitive products or services; or (f) use the CPS Technology & Content for a fraudulent or illegal purpose.
17.7 You may not, without CPS’s express written permission: (a) extract and/or reuse parts of the content of the Site; or (b) use any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for reuse any substantial parts of the content of the Site.
17.8 You shall indemnify CPS against (which means you will be responsible to CPS for) Losses suffered or incurred by CPS arising out of or in connection with use of the Site outside of the scope permitted by these CPS Terms.
17.9 Subject to removal of any of your branding, CPS re-uses the arrangements contained in the CPS Templates and Design with other CPS customers. Except as expressly provided for in these CPS Terms, you do not obtain any rights to or claims over the CPS Templates through the creation of the Design and/or your incorporation of the CPS Templates into the Design and CPS Products. You acknowledge that other CPS customers may use the CPS Templates to create their own designs or production options and, as such, subject to the warranty given in clause 18.1, CPS does not warrant that the Design for you will not have similarities to designs or products created and used by other parties.
18 CPS’S GENERAL WARRANTIES & RESPONSIBILITIES TO YOU
18.1 CPS warrants, represents and undertakes that: (a) it has full right, power and authority (including all applicable licences of Intellectual Property Rights) to provide the Site and CPS Templates to you as set out in these CPS Terms; and (b) the use of Site and CPS Templates by you in accordance with these CPS Terms does not infringe the Intellectual Property Rights of any third party.
18.2 The Design and CPS Products may combine CPS Templates and Customer Assets. Therefore CPS cannot and does not warrant that the Design and CPS Products including a Design will not infringe the Intellectual Property Rights of a third party.
18.3 The Site is provided “as is” and, except for the warranty at clause 18.1, without warranty. CPS does not warrant that your use of the Site will be uninterrupted or error-free.
18.4 CPS shall indemnify you against (which means CPS will be responsible to you for) Losses suffered or incurred by you arising out of or in connection with any claim or allegation made by a third party against you that use of Site or CPS Templates, as provided by CPS under these CPS Terms, infringes the Intellectual Property Rights of a third party. In respect of any Open Materials this indemnity shall be limited to passing on to you the benefit of any indemnity in the applicable Open licence.
18.5 The indemnity in clause 18.4 shall not apply to the extent that any claim or allegation results from: (a) a modification of the Site or CPS Templates by anyone other than CPS; (b) use of the CPS Templates in combination with any other designs (including Customer Assets); (c) your use of the Site or CPS Templates in a manner contrary to any written instructions of CPS; (d) your use of the Site in combination with other products, hardware, equipment, software or data which is not permitted or recommended by CPS; (e) any and all data and content that you submit to, or use with, the Site (including, without limitation, Customer Assets); (f) your use of the Site or CPS Templates after notice of the alleged or actual infringement; or (g) your negligence or wilful misconduct or any act, breach, omission or infringement which you or a Customer Representative deliberately or recklessly commits, condones or ignores.
If you are a Business
18.6 Except as expressly stated in clause 10.3, CPS does not give any representations, warranties or undertakings in relation to the CPS Products. Any representation, condition or warranty which might be implied or incorporated into these CPS Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. CPS, will not be responsible for ensuring that the CPS Products are suitable for your purposes.
19 IN THE EVENT OF AN INDEMNITY CLAIM
19.1 If either Party decides to claim under an indemnity given in these CPS Terms (Claim): (a) as soon as reasonably practicable, the indemnified Party (Indemnified Party) shall give written notice of the Claim to the indemnifying Party (Indemnifying Party), specifying the nature of the Claim in reasonable detail; (b) (unless a regulatory reason would prevent it from doing so, for example Data Protection Laws) the Indemnified Party shall give the Indemnifying Party sole authority to defend or settle the Claim; (c) the Indemnified Party shall not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Indemnifying Party (not to be unreasonably conditioned, withheld or delayed); (d) the Indemnified Party shall give the Indemnifying Party and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its Representatives, and to any relevant assets, accounts, documents and records within the power or control of the Indemnified Party, so as to enable the Indemnifying Party and its professional advisers to examine them and to take copies (at Indemnifying Party’s expense) for the purpose of assessing the Claim; and (e) at the Indemnifying Party’s expense take such action as Indemnifying Party may reasonably request to avoid, dispute, compromise or defend the Claim.
19.2 If either Party decides to make a Claim but has failed to mitigate any Losses it may have suffered or incurred as a result of the event that gave rise to the Claim, then under applicable law the damages it can recover may be affected by this failure to mitigate. Nothing in these CPS Terms shall restrict or limit this general obligation.
19.3 CPS may upon notification of a Claim (or at any time) at its discretion: (a) disable the Site or your access to it (in whole or in part depending on the nature of Claim) until such time as CPS is reasonably satisfied that CPS has the requisite rights to provide the Site; (b) procure the right for you to continue using Site; or (c) replace or modify Site so that it becomes non-infringing.
20 LIMITS & EXCLUSIONS OF OUR RESPONSIBILITIES TO EACH OTHER
20.1 Nothing in these CPS Terms limits any liability: (a) for death or personal injury caused by negligence; (b) for fraud or fraudulent misrepresentation; or (c) anything else which cannot be limited or excluded under Applicable Laws.
20.2 Some CPS Products will contain safety certifications/markings. You acknowledge that if you remove or cover these before providing them to any end user, that is at your own risk.
If you are a Consumer
20.3 CPS is responsible for losses you suffer directly caused by CPS breaching these CPS Terms. CPS is not responsible to you for losses which are: (a) unexpected and/or reasonably avoidable; (b) caused by you relying on any editorial content on the Site; or (c) a business loss i.e. CPS’s liability for any loss you suffer in connection with your trade, business, craft or profession is limited, as described in clauses 20.4 to 20.7.
If you are a Business
20.4 Except as expressly set out in these CPS Terms, all warranties, representations, conditions and all other terms of any kind whatsoever implied by Applicable Laws are, to the fullest extent permitted by Applicable Laws, excluded.
20.5 The following types of Loss are excluded: (a) indirect and consequential loss; (b) loss of profits, sales or business, agreements or contracts; (c) anticipated savings; (d) wasted expenditure; (e) loss of use or corruption of software, data or information; and (f) loss of or damage to reputation or goodwill.
20.6 CPS’s total liability to you, including in contract, tort (including negligence), breach of statutory duty, or otherwise, in connection with each Order is limited to an aggregate sum equal to the price of the CPS Products purchased by you under that Order (excluding taxes and Shipping Charges).
20.7 Any claims by you must be brought within one year of the end of the year in which the liability arose.
21 COMPLAINTS & DISPUTES
21.1 Please contact CPS’s Customer Service team (using the details on the ‘Contact Us’ page on the Site) in the first instance if you have any problems with CPS or the CPS Products. They will do their best to resolve any issues.
21.2 Alternative Dispute Resolution is an optional process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. You can submit a complaint to CEDR through their website https://www.cedr.com/. If you’re not satisfied with the outcome, you can still go to court.
21.3 These CPS Terms, their subject matter and their formation are governed by and construed in accordance with English law, and the courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising in connection with them, except that if you are not a resident of England and Wales you may also bring proceedings from the country that you are resident.
If you are a Business
21.4 The Parties shall ensure that the CPS Customer Service team and your chosen representative shall use their best efforts to negotiate and settle any dispute or difference that may arise out of or relate to the use of the Site or the provision of the CPS Products under these CPS Terms before resorting to legal action.
21.5 If any such dispute or difference is not resolved in this way within two weeks, the dispute shall be referred to an appropriately senior person at Customer and a senior member of CPS’s Customer Services for further discussion.
21.6 If any such dispute or difference is not resolved by those persons within a further three weeks of referral, either Party may ask the other to enter into mediation in good faith to settle such a dispute and shall do so in accordance with the CEDR Model Mediation Procedure.
21.7 To initiate the mediation a Party must give notice in writing (ADR Notice) to the other Party, referring the dispute to mediation. A copy of the referral should be sent to CEDR. Unless otherwise agreed within 14 days of notice of the dispute to CEDR, the mediator will be nominated by CEDR. Unless otherwise agreed, the mediation will start not later than 28 days after the date of the ADR Notice. The Party submitting the ADR Notice shall pay the costs of the mediator.
21.8 If at any time during the processes outlined in clauses 24.4 to 24.7 the Parties reach agreement on the resolution of the dispute or difference, such agreement shall be recorded in writing and once signed by the Parties’ authorised representatives, it shall be final and binding on the Parties.
21.9 Neither Party may commence any court proceedings in relation to any dispute or difference between you and CPS arising out of these CPS Terms until it has attempted to settle the dispute by mediation as set out in clauses 24.4 to 24.8 and either the mediation has terminated or the other Party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay. (Nothing in these clauses 24.4 to 24.9 shall prevent a Party from seeking relief to protect its Intellectual Property Rights.)
21.10 These CPS Terms, their subject matter and their formation (and any non-contractual obligations arising in connection with it) are governed by and construed in accordance with English law, and the courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising in connection with them (including disputes relating to any non-contractual obligations).
22 COMPLIANCE
22.1 You agree to: (a) comply with Applicable Laws relating to anti-bribery and anti-corruption including the Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010 (Applicable Anti-Bribery Law); (b) not engage in any activity, practice or conduct which would constitute an offence under the Applicable Anti-Bribery Law if such activity, practice or conduct had been carried out in the United Kingdom or the United States; and (c) promptly report to, respectively, the other Party’s CEO or Chair, any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of these CPS Terms.
22.2 You shall comply with all Applicable Laws relating to import and export and trade sanctions.
23 GENERAL
23.1 Any obligation in these CPS Terms on you not to do something includes an obligation not to allow that thing to be done.
23.2 CPS may assign, transfer, grant any security interest over or hold on trust any of its rights or obligations under these CPS Terms or any interest in them. This may mean that a different organisation is responsible for CPS’s obligations to you (for example, for supplying the CPS Products to you). CPS will tell you in writing if this happens and, if you are a Consumer, CPS will ensure that the transfer will not affect your rights under these CPS Terms. If you’re a Consumer and you’re unhappy with the transfer you can contact CPS’s Customer Service team using the details on the ‘Contact Us’ section on the Site to cancel your Order and CPS will refund you any payments you’ve made for CPS Products not yet received.
23.4 If you are a Business, these CPS Terms constitute the entire agreement between you and CPS in relation to your use of the Site and purchase of CPS Products. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by CPS or on CPS’s behalf which is not set out in these CPS Terms and that you have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these CPS Terms.
23.5 Nothing in these CPS Terms is intended to or shall operate to create a partnership or joint venture of any kind between the Parties. Neither Party shall have the authority to bind the other Party or to contract in the name of, or create a liability against, the other Party in any way or for any purpose.
23.6 These CPS Terms are between you and CPS. Nobody else can enforce them and neither you nor CPS will need to ask anybody else to sign-off on ending or changing them.
23.7 Any notices and communications under these CPS Terms may be delivered by email, but not by messaging platforms (for example, WhatsApp, Zoom, Teams, etc). Any notices sent by email are deemed delivered at the time of transmission.
23.8 If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply. If a term or part of a term is deemed unlawful, CPS may replace it with a term that, to the greatest extent possible, achieves the intended commercial result of the original term.
23.9 CPS might not immediately chase you for not doing something (like paying) or for doing something you're not allowed to, but that doesn’t mean CPS can't do it later.
23.10 The rights and remedies expressly conferred by the CPS Terms are cumulative and additional to any other rights or remedies a Party may have.
24 DEFINITIONS
24.1 In these CPS Terms:
Account means the account you created on the Site behind a login.
Applicable Laws means with respect to a Party, all laws, regulations and mandatory codes of practice to which it is subject.
Bespoke CPS Products means CPS Products which are made to your specifications or clearly personalised (for example, with your name, logo or other design printed on it).
Business Day means a day other than a Saturday, Sunday or public holiday in England, when banks in the United Kingdom are open for business.
Customer, you or your means any user of the Site or purchaser of the CPS Products, whether a Consumer or a Business (but not a CPS Business Services customer with a subscription to the Business Platform).
Customer Assets means any assets uploaded to the Site by you or otherwise made available to CPS by you, including text, fonts, information, images and logos.
Data Protection Laws means (a) the European Union General Data Protection Regulation (EU) 2016/679 on data protection and privacy for all individuals within the European Union (EU) and the European Economic Area (EEA) (EU GDPR); (b) the EU GDPR as incorporated into United Kingdom (UK) law by virtue of the UK European Union (Withdrawal) Act 2018 and the applicable legislation under that Act, the Data Protection Act 2018, the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and any other Applicable Laws relating to personal data.
Delivery Information means the information for delivery of CPS Products provided by you, including name, address, email and phone number.
Design means the design selected or created by you on the Site for the CPS Products in your Order.
Good Industry Practice means that degree of skill and care which would be expected from a person of similar size and scale performing a similar task professionally.
Intellectual Property Rights means all vested and future rights of copyright and related rights, design rights, database rights, patents, rights to inventions, trade marks and get-up (and goodwill attaching to those trade marks and that get up), domain names, applications for and the right to apply for any of the above, moral rights, goodwill (and the right to sue for passing off and unfair competition), rights in know-how, rights in Confidential Information, rights in computer software, and any other intellectual or industrial property rights or equivalent forms of protection, whether or not registered or capable of registration, and all renewals and extensions of such rights, whether now known or in future subsisting in any part of the world.
Losses means claims, demands, actions, awards, judgments, settlements, costs, expenses, liabilities, damages and losses (including all interest, fines, penalties, management time and legal and other reasonable professional costs and expenses).
CPS Products means the CPS print or merchandise products available from time to time for ordering by you (each Order will record the CPS Products ordered by you).
CPS Technology & Content means any software, databases, templates, designs or other materials owned by, or licensed to CPS, including the Site and the CPS Templates.
CPS Templates means the CPS templates available to you, via the Site or otherwise, including any text, fonts, information, images and logos (excluding the Customer Assets). CPS may update CPS Templates from time to time and the available CPS Templates from time to time are as published on the Site.
Open Materials means any CPS Technology & Content subject to Open licences. Open means any content which is open (as defined at https://opendefinition.org/).
Order means any order for the CPS Products placed by you and accepted by CPS in accordance with the Website Use Terms.
Party means either you or CPS (and Parties means both).
Representatives means officers, employees, advisors, subcontractors, contractors or any other person engaged by or on behalf of a Party.
Sales Tax means any sales tax chargeable under Applicable Laws, value added tax and any similar replacement or additional tax.
Shipping Charges means the charges for handling, shipping and delivery of the CPS Products, as advised to you during the check-out process and recorded in an Order.
Site means the online sales website at https://www.cpsstore.co.uk/,
Standard Prices means the standard prices for the CPS Products set by CPS from time to time.
