Terms of Service

1. Acceptance of Terms

By accessing or using CPAM ("the Service"), you agree to be bound by these Terms of Service ("Terms") and our Privacy Policy. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, in which case "you" refers to that entity. If you do not have such authority, or do not agree to these Terms, you may not use the Service.

We reserve the right to modify these Terms at any time. We will notify you of material changes by email and by posting a notice in the Service at least 14 days before the changes take effect. Continued use of the Service after changes become effective constitutes acceptance of the updated Terms.

2. Description of Service

CPAM provides a cloud-based software platform for contract price adjustment mechanism management. The Service enables businesses to:

• Create, configure, and manage price adjustment mechanisms (PAMs)
• Connect to commodity index data providers
• Calculate price adjustments based on contractual formulas
• Manage approval workflows for price changes
• Generate audit trails, reports, and data exports
• Compare pricing mechanisms and analyse historical performance

The Service is intended for business use. Calculations and outputs generated by the Service are tools to assist your decision-making and do not constitute financial, legal, or contractual advice. You are solely responsible for verifying outputs and for any decisions made in reliance on them.

3. User Accounts

To use the Service, you must register for an account and provide accurate, complete, and current information. You are responsible for:

• Maintaining the security and confidentiality of your login credentials
• All activities that occur under your account, whether authorised by you or not
• Notifying us immediately at security@cpam.io of any suspected unauthorised access
• Ensuring all users in your workspace comply with these Terms

You must not share account credentials with persons outside your organisation or allow concurrent use of a single account by multiple individuals unless expressly permitted by your subscription plan.

4. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You must not:

• Use the Service for any illegal purpose or in violation of applicable laws or regulations
• Attempt to gain unauthorised access to any part of the Service, its servers, or databases
• Interfere with, disrupt, or degrade the Service or any connected infrastructure
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Service
• Use the Service to benchmark or build competing products without our written consent
• Upload or transmit malicious code, viruses, or any content that is harmful, offensive, or violates third-party rights
• Resell, sublicense, or make the Service available to third parties without our written consent
• Use automated means (bots, scrapers, crawlers) to access the Service beyond normal use

5. Intellectual Property

CPAM Intellectual Property

The Service, including its software, algorithms, user interface, design, text, graphics, and all other content (excluding your data), is owned by CPAM and protected by copyright, trademark, and other intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service solely for your internal business purposes during the term of your subscription.

Your Data

You retain all ownership rights to the data, formulas, configurations, and other content you upload or create within the Service ("Customer Data"). You grant CPAM a limited licence to process Customer Data solely as necessary to provide and improve the Service. We will never use Customer Data to train AI models, sell to third parties, or for any purpose beyond delivering the Service to you.

6. Data, Privacy, and Security

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

For customers subject to GDPR or other data protection regulations, a Data Processing Agreement (DPA) is available on request at legal@cpam.io. The DPA governs our processing of personal data on your behalf and forms part of your agreement with us.

You are responsible for ensuring you have all necessary rights, consents, and permissions to upload Customer Data to the Service, and that doing so does not violate applicable law or any third-party rights.

7. Payment Terms

Paid subscriptions are billed in advance on a monthly or annual basis, as selected at the time of purchase. All fees are quoted exclusive of applicable taxes (VAT, GST, sales tax), which will be added where required by law.

All fees are non-refundable except as expressly stated in these Terms or required by applicable law. If you downgrade or cancel mid-cycle, you will retain access until the end of the current billing period; no pro-rata refunds are issued.

We reserve the right to change subscription pricing. We will provide at least 30 days' written notice of price increases, and changes will take effect at the start of your next billing cycle. If you do not agree to a price change, you may cancel before the new price takes effect.

If a payment fails, we will retry and notify you. Accounts more than 14 days past due may be suspended. Accounts more than 30 days past due may be terminated. You remain liable for all outstanding amounts.

8. Trial and Free Plans

Where we offer a free trial or free plan, it is provided "as is" without warranty and may be modified or discontinued at any time. We reserve the right to terminate a trial or free account at our discretion.

At the end of a trial period, your account may be downgraded to a free tier or access may be suspended until you subscribe to a paid plan. We will notify you before trial expiration.

9. Disclaimers and Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF DATA OR CALCULATIONS.

CPAM DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED.

Commodity index data sourced through third-party providers is provided for informational purposes only. CPAM does not warrant the accuracy, completeness, timeliness, or fitness for purpose of any third-party data. You are responsible for validating data against primary sources before using it in contractual or financial decisions.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CPAM AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CPAM'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED US DOLLARS (USD $100).

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless CPAM and its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Service; (b) your Customer Data; (c) your violation of these Terms; or (d) your violation of any applicable law or third-party right.

12. Termination

Either party may terminate this agreement at any time. You may cancel your subscription from your account settings or by contacting support@cpam.io.

We may suspend or terminate your account immediately, without notice, if you materially breach these Terms, fail to pay fees, or if we are required to do so by law.

Upon termination:

• Your access to the Service will be revoked at the end of the current billing period (for voluntary cancellation) or immediately (for termination for cause)
• You may request an export of your Customer Data within 30 days of termination
• We will delete your Customer Data within 90 days of termination, except where retention is required by law
• Provisions that by their nature should survive (IP, liability, indemnification, governing law) will remain in effect

13. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labour disputes, internet or infrastructure outages, actions of third-party providers, or changes in applicable law or regulation.

14. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

Any dispute arising out of or relating to these Terms or the Service shall first be submitted to good-faith negotiation. If not resolved within 30 days, disputes shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in English. The arbitrator's award shall be final and binding.

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property rights or prevent irreparable harm. For users in the EEA or UK, nothing in these Terms affects your statutory rights or the right to bring claims before a court in your country of residence.

15. General Provisions