Terms and Conditions
INTERPRETATION
"ComPay or The Commercial Protection Guarantee" "we" "us" "our" means The UK Confederation of Commercial Contractors. Carlton Business Centre, Maundrell Road, Porte Marsh Industrial Estate, Calne, Wiltshire, SN11 9PU and includes its successors and any person to whom it has assigned rights under these Terms;
"Contract" means the agreement entered into between a Customer and Contractor and provided to The Commercial Protection Guarantee in terms of which the Contractor shall carry out Works in accordance with the Contract Terms;
"Contract Amount" means the amount agreed to be paid under a Contract; "Contract Terms" means the terms agreed between the Customer and the Contractor under a Contract including, but not limited to, the Works to be carried out and the Contract Amount;
"Contractor" means a User who is a service, trade or business using the Services pursuant to a Contract;
"Customer" means a User who is a customer using the Services pursuant to a Contract;
"Fees" means the amounts specified in Clause 6.1;
“CPG” means the Commercial Protection Guarantee
"Services" means the payment protection service and related services provided by The Commercial Protection Guarantee.
"Terms" means these terms and conditions;
"Transpact" is the trading name of Anpa Forward Ltd (company number 06226243), a company registered with the Financial Services Authority (registration number 503403) under the Payment Services Regulations 2009 and with HM Revenue & Customs as a Money Service Business (registration number 12541653) and having its registered office at 1 Highfield Gardens, London, NW11 9HD;
"Transpact Bank Account" means the client bank account held in the name of Transpact into which Contract Amounts are deposited by and held on behalf of Users in connection with Contracts;
"Transpact Terms and Conditions" means the Transpact terms and conditions regulating the relationship between Transpact and you;
"User" "you" or "your" means you and any other Customer, Contractor, person or entity entering into this Agreement with us or using the Services (and "Users" shall be construed accordingly); and
"Works" means the scope of works agreed to be carried out by a Contractor under a Contract.
COMPAY- THE COMMERCIAL PROTECTION GUARANTEE SERVICE
The CPG main service is providing a payment protection system for Customers and Contractors to provide Contractors certainty of Customers' funds available to pay for the Works and Customers certainty for the Completion of the Works by Contractors prior to payment (the "Services").
1 OUR RELATIONSHIP WITH YOU
1.1 These terms apply to your use of the Services.
1.2 To be eligible for our Services, you must open a customer account with CPG (the "Account"). In order to be able to register for an Account you must: -
1.2 be an individual at least 18 years old or a business that is able to form a legally binding contract; and
1.3 have satisfactorily completed our accreditation process.
1.4 As part of our sign-up process, you must register an email address and agree to these Terms. You must create a password, which together with your email address, will enable you to access your Account and the Services. You may also submit details of your funding source (bank account details) from which you intend to send and/or receive payments due under Contracts.
2. Any Contract that you enter into with another User will be subject to these Terms.
2.1 Contract Terms are agreed between Users and we do not have control of, responsibility for and are not involved in any way in the agreement of Contract Terms between you and another User. All Contract Terms must be in English, or if not in English provided in English on request to CPG at your expense.
2.2 We do not have control of, responsibility for and are not involved in any way in the performance of any Contract entered into by you and another User. Obligations between Users are a matter between the Users only and subject only to Clause 8 we do not guarantee that a User will complete a Contract.
2.3 We do not guarantee the identity of any User and shall have no responsibility to you to ascertain the identity of any User. You are responsible for confirming the identity of a User and that they are solely in control of the email address that is given as the other party to a Contract.
2.4 CPG is not a financial or escrow services provider and does not deal with, have responsibility for holding funds on behalf of Users or the receipt or distribution of Contract Amounts.
3. In order to utilise the Services: -
3.1 the Customer shall transfer the Contract Amount to the Transpact Bank Account and shall instruct Transpact to hold the Contract Amount in the Transpact Bank Account in accordance with the Transpact Terms and Conditions until such time as the Contract has been fulfilled; and
3.2 The Contractor shall pay all Fees and Additional Charges due under a Contract.
4. You acknowledge that by agreeing to these Terms you also agree to the Transpact Terms and Conditions.
4.1 We may suspend, withdraw or restrict the use of the Services or any part of the Services where: -
4.2 we have reasonable grounds to suspect that your Account and security details have not been kept safe;
4.3 we have reasonable grounds to suspect unauthorised or fraudulent use of your Account and security details; or
4.4 as a result of a change in the way you operate your Account; or
4.5 we consider it appropriate for your protection. Unless we are unable to contact you or there is a legal reason or other circumstances beyond our control preventing us from doing so, we will notify you personally before taking this action and provide our reasons for doing so. If we are unable to contact you beforehand, where possible we will notify you and give our reasons afterwards.
4.6 By using the Services, you declare that you are acting entirely on your own behalf and account and not as an agent for any other party. You cannot act as an agent for another party and use the Services without first obtaining our written permission to do so.
4.7 We have the right to amend and update these Terms from time to time. Contracts will be governed by the terms and conditions in force at the time at which such Contracts come into effect.
4.8 CPG operational and management activity takes place in the United Kingdom and is subject to the laws of England, the United Kingdom and the European Union.
4.9 Use of our services outside the United Kingdom is prohibited if it causes you, us, Transpact or another payment service provider to break the law of another country. You will indemnify us if we suffer any loss or expense as a result of such breach.
5 YOUR OBLIGATIONS
5.1 In connection with your use of our website, your Account, or the Services, or in the course of transacting with CPG, a User or a third party, you will not: -
5.2 breach these Terms; or
5.3 breach any law, statute, contract or regulation governing the provision of these Services.
5.4 You confirm that that the personal details submitted to CPG are accurate and correct and that you will notify us if your personal details change by updating your Account user details as soon as possible.
5.5 You are responsible for all instructions given by you or anyone acting with your authority or security details while logged into your Account.
5.6 In connection with your use of our website, your Account, or the Services, or in the course of transacting with CPG, a User or a third party, you agree to perform the following actions to protect your Account from misuse: -
5.7 not allow anyone else to have or use your Account details or password;
5.8 take care to make sure that no one sees your password when you use it;
5.9 not choose a password with memorable details that may be easy for someone else to guess;
5.10 never record your password or security details in a way that may result in them becoming known to someone else;
5.11 contact us immediately if you suspect that someone else knows your Account details or password; and
5.12 comply with all reasonable instructions which we may issue regarding how you can keep your security details safe,
(together the "Security Duties").
5.12 If you breach or omit to comply with any of the Security Duties at Clause 4.4 above, you may be liable for Contracts entered into on your Account even if you did not authorise them. If you suspect someone knows your Account details and password you must contact us immediately. If you fail to do so, you will be liable for any unauthorised payments on your Account confirmed by use of your password and security details.
5.13 Once you have notified us of any unauthorised access to your Account or unauthorised Contracts or that you suspect that someone else knows your Account details or password, you will not be responsible for any unauthorised instructions carried out or Contracts entered into after we have had reasonable time to suspend your Account unless we can show you have acted fraudulently.
5.14 You will be responsible for all losses caused by any fraudulent activity on your part, and any person acting with your authority. Unless you have acted fraudulently, you will not be liable for any losses arising from the unauthorised use of your Account.
5.15 You will be responsible for all losses (including the amount of any Contract carried out without your authority) if you have acted without reasonable care so as to facilitate that unauthorised Contract, or you have acted fraudulently. For the purposes of this Clause, acting without reasonable care shall be deemed to include failure to observe any of your security duties referred to in these Terms.
6 CANCELLATION
6.1 You may cancel a Contract at any time without liability before it comes into existence. A Contract shall not come into existence until the Contract Amount has been deposited in the Transpact Bank Account.
7 FEES AND PAYMENT
7.1 The Fees payable by the Contractor for the Services per Contract shall be the higher of (i) a sum equal to 1 per cent of the Contract Amount or a minimum £15.00
7.1a Additional costs, expenses and third party charges may be incurred on your behalf in connection with a Contract ("Additional Charges") from time to time. These will be advised to you during the Transaction Process.
7.4 The Contractor irrevocably authorises Transpact to: -
7.5 Deduct our Fees and the Additional Charges (together the "Total Fees") from the Contract Amount held by Transpact in the Transpact Bank Account under a Contract on behalf of the Contractor; and
7.6 Transfer the Total Fees to us to such bank account as we may request from time to time upon completion of the Contract.
7.7 Payment of the Total Fees shall take precedence over the release of the Contract Amount to the Contractor.
7.8 Our Fees are liable to change at any time and we reserve the right to reasonably increase our Fees or alter our Fees structure from time to time. We shall notify you of such changes by email to the email address registered to your Account and by posting details of the changes on our website.
8 TERMINATION
8.1 Subject to Clause 8.3, you may close your Account at any time by providing us with 30 days' prior notice.
8.2 Subject to Clause 8.3, we may close your Account at any time by providing you with 30 days' prior notice.
8.3 Account closure will not affect either your or our outstanding rights or duties under these Terms, including our right to recover from you any outstanding Fees which are due to us.
8.4 We reserve the right to close your Account immediately if: -
8.5 we reasonably suspect that you have given us false information; or
8.6 we reasonably suspect that your Account is being used for an illegal purpose; or
8.7 you behave in an unreasonably threatening or violent manner towards our staff.
9 DISPUTES
9.1 The arbitration of any dispute between Users over a Contract (the "Dispute") shall take place in accordance with the Transpact Terms and Conditions.
9.2 You agree that the party appointed to arbitrate Disputes under the Contract Terms shall be Verification Associates.
10 LIABILITY
10.1 We shall not be liable to you for any breach of (or failure to perform) our obligations under the Services where that breach (or failure) is due to abnormal circumstances beyond our control, and despite our reasonable efforts to rectify the situation.
10.2 We shall not be liable to you for any loss you suffer due to any event or circumstances beyond our reasonable control which leads to the Services being wholly or partly unavailable or not able to operate fully, such as, but not limited to, technical breakdown, strikes or other industrial action (whether or not involving our employees) or communications or power failure.
10.3 We will not be liable to you for any breach of (or failure to perform) our obligations where you have failed, intentionally or with negligence, to comply with any provision of our agreement with you relating to the use of your Account.
10.4 While we will make reasonable efforts to provide the Services, we will not be liable for any failure to provide the Services, in part or full, for any cause that is beyond our reasonable control. This includes, in particular, any suspension of the Services resulting from maintenance and upgrades to our systems or the systems of any party used to provide the Services.
10.5 We shall not be liable to you for any breach by Transpact of (or failure to perform) their obligations under these Terms.
10.6 We shall not be liable to you for any loss you suffer due to the failure, delay or error by Transpact in transferring the Contract Amount to you or any other User on completion of the Contract for any reason.
11 NOTICES
11.1 We may give notice to you by emailing it to the email or postal address you provide to us when registering your Account. Notice shall be deemed to be received by you within 24 hours of the time it is emailed to you or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post, and in the case of an email, that the email was sent to the specified email address of the User. CPG is not obliged to communicate using any other method of communication.
12 GENERAL
12.1 If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
12.2 You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent, which we will not withhold unreasonably.
12.3 We may transfer, assign, or pass our rights or obligations under these Terms or arrange for any other person or organisation to carry out our rights or obligations under these Terms, but this will not affect your rights under these Terms.
12.4 A person who is not party to these Terms shall not have any rights under the Contract (Rights of Third Parties) Act 1999 to rely upon or enforce any of these Terms but this does not affect and right or remedy of third parties which exists or is available apart from that Act.
12.5 These Terms shall be governed by English law