CIX Forums Terms and Conditions [Last updated May 2011]
CIX Forums is a trading name, brand name and a product name owned by CIX Online Ltd, 240a Pampisford Road, Croydon, Surrey CR2 6DB and is referred to as "the company" in this document.
These CIX Forums Terms and Conditions replace all previous versions and schedules. They are specific to the service called CIX Forums (also known as CIX Forums). To ask clarification on any issue relating to these CIX Forums Terms & Conditions please email firstname.lastname@example.org.
In this agreement the following expressions shall have the following meanings:
- 1.1. "Ameol" An off line reader that can be used to use CIX Forums, news groups and as an email client.
- 1.2. "Ameol2" Ameol2 version 2.52 dated April 2000 (and subsequent versions supplied by us).
- 1.3. "AUP" the acceptable use policy available here and cix:cixnews/reference as amended from time to time.
- 1.4. "CIX Community" A description of the users of CIX Forums who read and post messages to open and closed Forums.
- 1.5. "CIX Business customer" A company or organisation that employs more than 25 employees.
- 1.6. "CIX Private customer" A customer that is billed for their services at a private address.
- 1.7. "Charges" The charges shall be those payable in accordance with your account tariff.
- 1.8. "CIX Forums" (Also known as CIX Forums) The bulletin board system developed and made available since 1987.
- 1.9. "CIX online" To describe accessing and using the CIX Forums services via a browser.
- 1.10. "CIX offline" To describe using an offline reader to access Forums and post Forum messages.
- 1.11. "Closed Forum(s)" A Forum advertised on the Forum topic list where access is by Moderator invitation only and is subject to Moderator control.
- 1.12. "Closed Confidential Forum(s)" A Forum not advertised on the Forum topic list where access is by Moderator invitation only and is subject to Moderator control.
- 1.13. "Forum Facility" The Forum facility that enables users to post Messages according to Forum topics to be read by other members of that Forum.
- 1.14. "Database Right" The rights in the Service databases including those rights contained in section 3(1) a of the Copyright Designs and Patents Act 1988 and Part III of the Copyright and Rights in Database Regulations 1997.
- 1.15. "Due Date" for Credit Card payments, first day of the month (or closest working day); for invoiced accounts, payment due on receipt of invoice.
- 1.16. "Intellectual Property Right" all copyrights (including copyright in computer software), database rights, rights in inventions, patent applications, patents, trade marks, trade names, know-how, service marks, design rights (whether registered or unregistered), database rights, semi-conductor topography rights, trade secrets, rights in confidential information and all other industrial or intellectual property rights of whatever nature worldwide.
- 1.17. "Material" The copy of Ameol2 and any documentation supplied to you as part of the Services.
- 1.18. "Messages" The individual messages containing text or files.
- 1.19. "Moderator" The person(s) named as the Moderator of the Forum who exercises control over the Forum including the definition and operation of rules for that Forum, and management of participant and file lists, topics and content.
- 1.20. "Official Forum(s)" An Open Forum, Closed Forum or Closed Confidential Forum run on our behalf by staff or volunteer Moderators acting under our direction. A list of Official Forums will be posted to cix:cixnews/reference from time to time.
- 1.21. "Open Forum(s)" A Forum advertised on the Forum list, open for any user to access without prior permission, but subject to ongoing Moderator control.
- 1.22. "Service(s)" The service or services that you have chosen.
- 1.23. "userid" The CIX Forums user name agreed by us.
- 2.1. In consideration of your paying the Charges, we agree to provide the Services to you.
3. PRIVATE and BUSINESS USE
- 3.1. Where the license of use for the CIX Forums service differs according to the account holder type being deemed a CIX Business user or CIX Private user.
- 3.2. The Company reserves the right to withdraw without notice any account where the holder is deemed to contravene the user definition.
4. Forum FACILITY
- 4.1. The Forum Facility contains Open Forums, Closed Forums, Closed Confidential Forums and official Forums.
- 4.2. You do not have a right to access any particular Forum. Subject to Clause 3 and 5.1, access to any Forum including the Open Forums is a matter for the Forum Moderator.
- 4.3. The Moderator of an Official Forum is either a member of CIX Forums, or a volunteer guided by the AUP and CIX Forums procedures. The Moderators of the Official Forums are occasionally the subject of litigation threats. If an Official Forum Moderator informs us that they have been the subject to a threat of litigation in the course of carrying out his or her duties as an Official Forum Moderator, we may take any reasonable action to resolve the issue including, where we deem it appropriate, the termination of the complainant's account with immediate effect.
5. ACCEPTABLE USE POLICY
- 5.1. All customers (including Moderators) shall comply with the AUP at all times. If you fail to comply with the AUP in any particular message, or in a series of messages, we may take any reasonable action including the withdrawal of the offending message or termination of your account with immediate effect.
- 5.2. Under current UK law we may be liable for the content of messages held on our Forums system or our servers. It is impossible for us to monitor all messages, therefore if there is any allegation that a message in an Open, Closed or Closed Confidential Forum is in breach of the AUP we may withdraw that message until either we receive written confirmation from both parties that the message may be restored, or the matter is formally resolved.
6. WARRANTIES AND INDEMNITY
- 6.1. We warrant and undertake to perform the Services using reasonable skill and care.
- 6.2. Subject to Clause 6.1, you acknowledge that the Service is a standard service. We therefore exclude any condition or warranty of any kind whatsoever express or implied, statutory or otherwise, concerning the fitness for any particular purpose of the Services.
- 6.3. You shall not upload or post anything to the Forum Facility that is defamatory, contrary to the AUP, or injures in any way the ownership rights or otherwise of a third party. You shall indemnify us against any costs, losses, damages, expenses (including legal expenses) resulting from any breach of this clause.
7. PAYMENT TERMS
- 7.1. Subject to 6.1, Charges shall be deducted monthly, quarterly or annually in advance from your account on or around the Due Date by credit or debit card, or as agreed by us in writing.
- 7.1.1 Monthly fees for CIX Forums, CIX Desktop, CIXIP, CIX Office, ICA-OUT and ICA-SUT accounts are billed in arrears. For example, a payment in February will be for the account in operation in January (the
- 7.2. Payments that are not received by the Due Date shall be subject to interest for late payment from the Due Date at the rate of 3% per annum above the base rate of Barclays Bank plc.
- 7.3. In the event of late payment we will contact you and request that you pay all arrears within 20 days. If you fail to pay we may without prejudice to any other remedy terminate this agreement or temporarily suspend performance of the Services.
- 7.4. All prices and fees payable under this agreement are exclusive of Value Added Tax or similar taxes.
8. LIMITATION OF LIABILITY
- 8.1. We do not exclude or limit our liability to you for:
- 8.1.1. death or personal injury caused by our negligence; or
- 8.1.2. deceit or fraudulent misrepresentation for which we are liable at law.
- 8.2. We do not accept liability for any indirect or consequential losses arising out of our performance under this agreement including but not limited to pure economic loss, anticipated profits, revenues, anticipated savings, loss of clients, goodwill, business opportunities, wasted overheads, loss or corruption of data, software or configurations wherever held, or any other losses not flowing directly and naturally from the performance of this agreement.
- 8.3. You are responsible for making back ups of your data. We shall not be liable for any losses caused by your failure to perform your obligations under this agreement including your failure to make adequate provisions for recovery of lost or corrupted data, files or programs.
- 8.4. We will both take reasonable measures to ensure that we do not disseminate viruses to each other or other users, however neither party can guarantee that it will be able to identify and eradicate all viruses.
- 8.5. Subject to Clause 8.1 to 8.4, our aggregate liability for loss or damage howsoever caused in each year of this agreement is limited to the higher of:
- 8.5.1. Â£100.00; or
- 8.5.2. the total of Charges paid by you in the previous year.
9. PROPRIETARY RIGHTS
- 9.1. Copyright in individual Messages shall remain with the author. You grant us a perpetual non revocable licence to distribute your Messages for the purposes of supplying the Service.
- 9.2. You also grant other users a perpetual non revocable licence to (i) copy your Messages or sections of your Messages posted in an Open Forum to any other Forum on the Forums Facility; and (ii) copy any Messages in a Closed Forums, or Closed Confidential Forums to the same Forum on the Forums Facility (e.g. where a member copies a message in order to be able to reply to it 'point by point').
- 9.3. Database Rights in the Service shall remain with us, and we grant you a licence to hold copies of the database on your PC or network for the purpose of receiving the Service.
- 9.4. Subject to 9.1 to 9.3, we shall own all Intellectual Property Rights gained in the creation, development, preparation and provision of the Service.
- 9.5. 'CIX' is our trademark, and you shall not infringe that trademark (for the avoidance of doubt you may use the name of CIX as an email address).
- 9.6. 'Ameol' is our trademark, and you shall not infringe that trademark.
- 9.7. A copy of Ameol2 will be available to you by download from our website. Your use of Ameol2 shall be subject to the terms of the CIX Ameol2 licence (provided with Ameol2).
- 10.1. Either party may terminate this agreement by not less than 1 month's written notice to end on the last day of any month. If you fail to serve notice to us in accordance with this clause, we shall continue to providethe Services. The payment provision at Clause 7 shall apply to such continuation.
- 10.2. Either party may also terminate this agreement by notice in writing in the event of the other being in material breach of this agreement,provided that where the breach is capable of remedy such breach has not been remedied within 30 (thirty) days of receipt of written notice.
- 10.3. On termination by either you or us:
- 10.3.1. you shall cease to have any right in the Materials and we will cease provision of the Services; and
- 10.3.2. all outstanding sums shall immediately become payable and due; and
- 10.3.3. the rights and duties created by Clauses 8,9,11,12 and 14 shall survive.
11. NON SOLICITATION
- 11.1. During the term of this agreement and for a period of 12 months from its termination you shall not solicit or endeavour to entice away any person employed by us for a continuous period of 6 months or more in the preceding 12 months, and who has provided Services to you in connection with this agreement. If you breach this condition you recognise that we will suffer damage and shall therefore pay to us a sum equal to half the current annual salary of the employee concerned.
12. NON DISCLOSURE
- 12.1. By virtue of this agreement, each party may have access to information that is confidential to the other ("Confidential Information"). Confidential Information shall include payment details,correspondence between the parties, and all information clearly identified as confidential.
- 12.2. A party's Confidential Information shall not include information which:
- 12.2.1. is or becomes a part of the public domain through no act or omission of the other party; or
- 12.2.2. was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; or
- 12.2.3. Is lawfully disclosed to the other party by a third party without restriction on disclosure; or
- 12.2.4. Is independently developed by the other party without breach of the agreement; or
- 12.2.5. Is required to be disclosed by operation of law.
- 12.3. Each party agrees not to make the other's Confidential Information available in any form to any third party or to use the other's Confidential Information for any purpose other than the performance of this agreement. Each party agrees to take all reasonable steps to ensure that ConfidentialInformation is not disclosed or distributed by its employees or third parties in violation of this agreement.
13. DATA PROTECTION
- 13.1. The parties shall comply with the provisions of the Data Protection Act 1998 as amended from time to time.
- 13.2. You give us and other users the right to process any information provided by you in the course of providing the Services and using the Forums Facility.
14. DISPUTE RESOLUTION
- 14.1. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this agreement promptly through negotiations between representatives of the parties who have authority to settle that dispute.
- 14.2. If the matter is not resolved through such negotiation, the parties shall attempt in good faith to resolve the dispute through an Alternative Dispute Resolution (ADR) procedure as recommended to the parties by the Centre for Dispute Resolution.
- 14.3. If the matter has not been resolved by an ADR procedure within 30 days of initiation of that procedure (or such other period as is agreed by the parties), or if either party will not participate in an ADR procedure, the dispute shall be referred to the English courts.
15. FORCE MAJEURE
- 15.1. Neither party shall be liable for any failure or delay in the performance of any of its obligations under this agreement or for the resulting consequences if such failure or delay is due to reasons beyond its control.
- 16.1. You shall not assign or novate this agreement without our prior written consent. We may assign this agreement at any time. We may sub-contract the performance of our obligations in whole or in part, and we shall be liable for the acts and defaults of any such sub-contractor.
- 17.1. Any notice given under this agreement must be given in writing and sent or delivered by hand, post, email or fax to the other party at the address stated in this agreement (or any other address notified for this purpose by that party) provided that any:
- 17.1.1. notice delivered by hand shall be deemed to have been given when deposited at the appropriate address; and
- 17.1.2. notice sent by post shall be deemed to have been given forty eight (48) hours after a first class registered letter is posted to the appropriate address; and
- 17.1.3. notice sent by fax shall be deemed to have been given when electronic confirmation of transmission is received by the sending fax machine; and
- 17.1.4. notice sent by email shall be deemed to have been given the same day the email is sent provided that the sender does not receive any 'sending error' notice.
- 17.2. If giving notice by email you shall email the relevant official email address as contained in cix:cixnews/hotlinks as amended from time to time.
- 18.1. In the event that any provision of this agreement is held to be invalid or unenforceable then the remaining provisions of this agreement shall remain in full force and effect.
- 18.2. This agreement together with any documents referenced in it constitutes the entire agreement between the parties and supersedes all previous agreements and representations, written or oral, with respect of the subject matter.
- 18.3. We may make changes to the terms of this agreement, the AUP, the Services and Schedule ("Variation") at any time by giving you not less than 20 days prior notice. Variations will come into effect on the date specified in the notice (the "Effective Date"). If you disagree with any Variation, you are entitled to give notice to terminate your account in accordance with Clause 11.1. Provided that you give notice prior to the Effective Date, you will not be bound by the Variation with which you disagree. We shall give such notice by posting the Variation in the cix:cixnews Forum.
- 18.4. The Consumer Protection (Distance Selling) Regulations 2000 apply to the Services. Under regulation 10 consumers have the option to cancel the Services within the first 7 working days of agreeing to take the Services, however you agree that this right is excluded where the Services are provided to you within 7 working days of your request.
- 18.5 This agreement is governed by the laws of England, and is subject to the exclusive jurisdiction of the English courts.