directprint.io

directprint.io Subscription and Licence Agreement Terms of Service

 

directprint.io

Terms of Service

Version: 2020/2/24

Please read these terms and conditions carefully.  

PARTIES

(1) Youmebee Limited, trading as directprint.io incorporated and registered in England and Wales with company number 10185321 whose registered office is at The Gate, Keppoch Street, Cardiff, Wales, CF24 3JW

(2) You, as authorized representative of your Company/School/District/Organization (Customer)

BACKGROUND

  

 

(A)  The Supplier has developed certain Software applications and platforms which it makes available to subscribers via the internet. on a subscription basis The Service is a Print Management Platform designed specifically but not exclusively for use with Google G Suite, Chromebooks and Google Chrome Web Browser.

directprint.io is comprised of 2 components:

  1. A Print management platform - accessed via the Internet at https://directprint.io or other access addresses that the Supplier deems appropriate.
  2. A Client Application (the directprint.io Universal Print Driver) that is remotely or interactively installed on a End-Users device (Chromebook or other). https://chrome.google.com/webstore/detail/directprintio-printing-fo/gnddkmpjjjcimefninepfmmddpgaaado

The main body of this agreement covers mutual obligations of the Supplier and Customer with respect to the service (1).

Additionally, the Customer through the use of the Service and deployment of the Client Application agrees to comply with the additional licence requirements pertaining to (2), as outlined in Schedule 3.

 

(B)  The Customer wishes to use the Supplier’s Services.

 

(C)  The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier’s services subject to the terms and conditions of this agreement.

 


AGREED TERMS

1.  INTERPRETATION  

1.1  The definitions and rules of interpretation in this clause apply in this agreement

Admin Portal which can be found at :

https://directprint.io/admin

Administrator: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Admin Portal and Documentation, as further described in Clause 2.2(d).

Authorised Users:  those employees, students, agents and independent contractors (both Administrators and End Users) of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in Clause 2.2(d).

Business Day:  a day other than a Saturday, Sunday or public holiday in the U.K when banks in London are open for business.

Business Hours: 09.00 to 17.00 BST on a UK Business Day

Confidential Information:  information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 11.6 or Clause 11.7.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

Client Application / Application the directprint.io Universal Print Driver that is remotely and interactively installed on an End-User Device (Chromebook or other) https://chrome.google.com/webstore/detail/directprintio-printing-fo/gnddkmpjjjcimefninepfmmddpgaaado 

Customer Data:  the data inputted by the Customer, Authorised Users, or the Supplier on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

Data Protection Legislation:  the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications);

End User: A user deemed by the Administrator to utilise the Client Application and Service to enable printing.

Documentation: The document made available to the Customer by the Supplier online via the Admin Portal  or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.

Effective Date:  the date of this agreement.

Initial Subscription Term:  the initial term of this agreement as set out in Schedule 2 or 1 year unless otherwise agreed.

Normal Business Hours:  9am to 6pm local UK time, each Business Day.

Renewal Period:  the period described in Clause 14.1.

Services:  the subscription services provided by the Supplier to the Customer under this agreement via www.directprint.io  or any other website notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation.

Software:  the software applications provided by the Supplier as part of the Services during the duration of this licence.

Subscription Fees:  the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out in Paragraph 1 of Schedule 1.

Subscription Term:  has the meaning given in Clause 14.1 (being the any Trial Period, Initial Subscription Term together with any subsequent Renewal Periods).

Supplier’s Standard Customer Support Services : Next working day (UK) best efforts email support

 

Trial period : the standard 30 day trial period together with any agreed extension period

User Subscriptions:  the user subscriptions purchased by the Customer pursuant to Clause 9.1 which entitle Authorised Users to access and use the Services in accordance with this agreement.

Virus:  any thing or device (including any software, code, file or programme) which may: 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; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2  Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

 

1.3  A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

 

1.4  A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

 

1.5  Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

 

1.6  Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

 

1.7  A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

 

1.8  A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

 

 

1.10  References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

 

2.  USER SUBSCRIPTIONS  

2.1  Subject to the Customer purchasing the User Subscriptions in accordance with Clause 3.3 and Clause 9.1, the restrictions set out in this Clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, to permit the Authorised Users to use the Services, the Client Application(s) and the Documentation during the Subscription Term solely for the Customer’s internal business operations.

2.2  In relation to the Authorised Users, the Customer undertakes that:

 

(a)  the maximum number of Authorised Users that it authorises to access and use the Services and theDocumentation shall not exceed the number of User Subscriptions it has purchased from time to time.  Customer is responsible for reporting any increase in usage to the Supplier and for purchasing additional End User subscriptions pursuant to Clause 3

 

(b)  it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User , in which case the prior Authorised User  shall no longer have any right to access or use the Services and/or Documentation;

 

(c)  each Administrator  shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each  Administrator shall keep his password confidential;

 

(d)  it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s written request at any time or times;

 

(e)  it shall permit the Supplier or the Supplier’s designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Supplier’s data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at the Supplier’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;

 

(f)  if any of the audits referred to in Clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and

 

(g)  if any of the audits referred to in Clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier’s other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in Paragraph 1 of Schedule 1 within 10 Business Days of the date of the relevant audit.

 

2.3  The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

 

(a)  is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

 

(b)  facilitates illegal activity;

 

(c)  depicts sexually explicit images;

 

(d)  promotes unlawful violence;

 

(e)  is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

 

(f)  is otherwise illegal or causes damage or injury to any person or property;

 

and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

 

2.4  The Customer shall not:

 

(a)  except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

 

(i)  attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

 

(ii)  attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

 

(b)  access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

 

(c)  use the Services and/or Documentation to provide services to third parties; or

 

(d)  subject to Clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

 

(e)  attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Clause 2; and

 

2.5  The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

 

 

3.  ADDITIONAL USER SUBSCRIPTIONS  

3.1  Subject to Clause 3.2 and Clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in Paragraph 1 of Schedule 1 and the Supplier shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this agreement.

3.2  If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request such approval not to be unreasonably withheld. Where the Supplier approves the request, the Supplier shall activate the additional User Subscriptions within 10 days of its approval of the Customer’s request.

 

3.3  If the Supplier approves the Customer’s request to purchase additional User Subscriptions, the Customer shall, within 30 days of the date of the Supplier’s invoice, pay to the Supplier the relevant fees for such additional User Subscriptions as set out in Paragraph 2 of Schedule 1 and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by the Supplier for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

 

4.  SERVICES  

4.1  The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.

4.2  The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, with the intention of minimal service interruption except for:

 

(a)  planned maintenance carried out during a maintenance window ; and

 

(b)  unscheduled maintenance performed outside Normal Business Hours, as and when required

4.3  The Supplier will in consideration of the support fees set out on the directprint.io website , provide the Customer with support above the Supplier’s Standard Customer Support Services during Normal Business Hours in the UK accordance with the supplier’s support services policy in effect at the time that the Services are provided.  The Customer may purchase these enhanced support services separately at the Supplier’s then current rates.

 

5.  CUSTOMER DATA  

5.1  The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

5.2  The Supplier shall follow its archiving procedures for Customer Data as set out in its Retention Procedure (available upon request)  which may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Retention Procedure . The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable under Clause 5.9).

 

5.3  The Supplier shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data available at www.directprint.io or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.

 

5.4  Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

 

5.5  The parties acknowledge that:

 

(a)  if the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the Customer is the controller and the Supplier is the processor for the purposes of the Data Protection Legislation.

 

(b)  Schedule 4 sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject “Data Processing Agreement”

(c)  the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and the Supplier’s other obligations under this agreement.

 

5.6  Without prejudice to the generality of Clause 5.4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of this agreement so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer’s behalf.

 

5.7  Without prejudice to the generality of Clause 5.4, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under this agreement:

 

(a)  process that personal data only on the  instructions of the Customer contained within this Agreement unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws).  

(b) (i)  the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;

 

(ii)  the data subject has enforceable rights and effective legal remedies;

 

(iii)  the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

 

(iv)  the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;

 

(c)  assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

 

(d)  notify the Customer without undue delay on becoming aware of a personal data breach;

 

(e)  at the written direction of the Customer, put beyond use  as far as practicable  personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data; and

 

 

5.8  Each party shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

 

If the Supplier uses a Third Party Processor the Supplier confirms that it will, with the third-party processor, enter into a written agreement  to reflect the requirements of the Data Protection Legislation  

 

6.  THIRD PARTY PROVIDERS  

 

     

7.  SUPPLIER’S OBLIGATIONS  

7.1  The Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

7.2   Clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier’s instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agents.  Supplier will, at its expense, use all reasonable commercial endeavours to correct any non-conformance promptly, Such correction constitutes the Customer’s sole and exclusive remedy for any breach of the set out in Clause 7.1. Notwithstanding the foregoing, the Supplier:

 

(a)  does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and

 

(b)  is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

 

7.3  This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

 

7.4  

 

8.  CUSTOMER’S OBLIGATIONS  

 

    The Customer shall:

 

(a)  provide the Supplier with:

 

(i)  all necessary cooperation in relation to this agreement; and

 

(ii)  all necessary access to such information as may be required by the Supplier;

 

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

 

(b)  without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;

 

(c)  carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;

 

(d)  ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;

 

(e)  obtain and shall maintain all necessary licences, consents, and permissions necessary in accordance with Schedule 5 or the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;

 

(f)  ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and

 

(g)  be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

 

9.  CHARGES AND PAYMENT  

9.1  The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with the quotation and invoice

9.2  The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:

 

(a)  its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card:

 

(i)  on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

 

(ii)  subject to Clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;

 

(b)  its approved purchase order information to the Supplier, the Supplier shall invoice the Customer:

 

(i)  on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

 

(ii)  subject to Clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,

 

and the Customer shall pay each invoice within 30 days after the date of such invoice.

 

9.3  If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier:

 

(a)  the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

 

(b)  interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Bank of England base rate  from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

 

9.4  All amounts and fees stated or referred to in this agreement:

 

(a)  shall be payable in US dollars unless stated otherwise on the invoice

 

(b)  are, subject to Clause 13.3(b), non-cancellable and non-refundable;

 

(c)  Should the Suppliers fees become subject to alue Added Tax or other local taxes, they  shall be added to the Supplier’s invoice(s) at the appropriate rate.

 

 

9.6  The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to Clause 3.3, the support fees payable pursuant to Clause 4.3 and/or the excess storage fees payable pursuant to Clause 9.5 at the start of each Renewal Period upon 30 days’ prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly.

 

10.  PROPRIETARY RIGHTS  

10.1  The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

10.2  The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

 

11.  CONFIDENTIALITY AND COMPLIANCE WITH POLICIES

11.1  Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:

(a)  is or becomes publicly known other than through any act or omission of the receiving party;

 

(b)  was in the other party’s lawful possession before the disclosure;

 

(c)  is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

 

(d)  is independently developed by the receiving party, which independent development can be shown by written evidence.

 

11.2  Subject to Clause 11.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.

 

11.3  Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

 

11.4  A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

 

11.5  Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

 

11.6  The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier’s Confidential Information.

 

11.7  The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.

 

11.8  No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

 

11.9  The above provisions of this Clause 11 shall survive termination of this Agreement, however arising.

 

12.  INDEMNITY  

12.1  The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Documentation, provided that:

(a)  the Customer is given prompt notice of any such claim;

 

(b)  the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and

 

 

12.2  The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

 

(a)  the Supplier is given prompt notice of any such claim;

 

(b)  the Customer provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier’s expense; and

 

(c)  the Supplier is given sole authority to defend or settle the claim.

 

12.3  In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

 

12.4  In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

 

(a)  a modification of the Services or Documentation by anyone other than the Supplier; or

 

(b)  the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or

 

(c)  the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

 

12.5  The foregoing and Clause 13.3(b) state the Customer’s sole and exclusive rights and remedies, and the Supplier’s (including the Supplier’s employees’, agents’ and sub-contractors’) entire obligations and liability for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

 

13.  LIMITATION

 

13.1  Except as expressly and specifically provided in this agreement:

(a)  the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer’s direction;

 

(b)  all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

 

(c)  the Services and the Documentation are provided to the Customer on an “as is” basis.

 

13.2  Nothing in this agreement excludes the liability of the Supplier:

 

(a)  for death or personal injury caused by the Supplier’s negligence; or

 

(b)  for fraud or fraudulent misrepresentation.

 

13.3  Subject to Clause 13.1 and Clause 13.2:

 

(a)  the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and

 

(b)  the Supplier’s total aggregate liability in contract (including in respect of the indemnity at Clause 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.

 

14.  TERM AND TERMINATION  

14.1  This agreement shall, unless otherwise terminated as provided in this Clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

(a)  either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

 

(b)  otherwise terminated in accordance with the provisions of this agreement;

 

and the Initial Subscription Term together with any Trial period and subsequent Renewal Periods shall constitute the Subscription Term.

 

14.2  Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

 

(a)  the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

b)  the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

 

(c)  the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

(d)  the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

 

(e)  the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

 

(f)  a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

 

(g)  an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;

 

(h)  the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

 

(i)  a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

 

(j)  a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

 

(k)  any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 14.2(d) to Clause 14.2(j) (inclusive);

 

(l)  the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

 

14.3  On termination of this agreement for any reason:

 

(a)  all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation

 

(b)  each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

 

(c)  the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with Clause 5.7(c)

 

(d)  any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

 

15.  FORCE MAJEURE  

 

    The Supplier shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

16.  CONFLICT  

 

    If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.

 

17.  VARIATION  

 

    No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

 

18.  WAIVER  

 

    No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

 

19.  RIGHTS AND REMEDIES  

 

    Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

 

20.  SEVERANCE  

20.1  If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

20.2  If any provision or part-provision of this agreement is deemed deleted under Clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

 

21.  ENTIRE AGREEMENT  

21.1  This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

21.2  Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

 

21.3  Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

 

21.4  22.  ASSIGNMENT  

22.1  The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

22.2  The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

 

23.  NO PARTNERSHIP OR AGENCY  

 

    Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

 

24.  THIRD PARTY RIGHTS  

 

    This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

 

25.  NOTICES

25.1  Any notice required to be given under this agreement shall be in writing and shall be given by one of the following methods using the contact details provided in clause 25.2.

  1. delivered by hand or sent by courier, in which case the notice shall be deemed to be received upon delivery if on a Business Day or the next Business Day if not.
  2. Sent by recorded,signed for post, in which case the notice shall be deemed to be received 2 Business Days following posting; or
  3. sent via email within Business Hours 09.00 to 17.00 BST on a Business Day or the next Business Day if not during Business Hours

25.2 the Supplier’s contact details for notices under this clause 25 are as follows: The Gate, Keppoch Street, Cardiff, UK, CF24 3JW. E-mail help@directprint.io

 25.2  A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

 

26.  GOVERNING LAW  

 

    This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

 

27.  JURISDICTION  

 

    Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

 

This has been entered into on the date stated at the beginning of it.

 


SCHEDULE 1

SUBSCRIPTION FEES

1.  SUBSCRIPTION FEES  

 

    The Subscription Fees shall be agreed by way of commercial quotation and invoice, separate to this agreement.

 

2.  ADDITIONAL USER SUBSCRIPTION FEES  

 

    Additional User Subscriptions may be purchased by the Customer in accordance with Clause 3. 


SCHEDULE 2 - SUBSCRIPTION TERM

1.  Initial Subscription Term: 12 months

 


SCHEDULE 3  - CLIENT APPLICATION ADDITIONAL LICENCE AGREEMENT

1. The Supplier licences the Customer to use the :-

2. Chrome Store’s Terms also Apply

The ways in which you can use the App and Documentation may also be controlled by the Chrome Store’s rules and policies https://ssl.gstatic.com/chrome/webstore/intl/en/gallery_tos.html and Chrome Store’s rules and policies will apply instead of these terms where there are differences between the two.

3. The Customer may download or stream the App up to as many users as have been paid for or up to a maximum of 2000 users if during the Trial Period.

4. LICENCE RESTRICTIONS  

You agree that you will:

 

• not rent, lease, sub-

license, loan, provide, or otherwise make available, the App or the Services in any form, in whole or in part to any

person without prior written consent from us;

• not copy the App, Documentation or Services, except as part of the normal use of the App or where it is necessary for

the purpose of back-up or operational security;

• not translate, merge, adapt, vary, alter or modify, the whole or any part of the App, Documentation or Services nor

permit the App or the Services or any part of them to be combined with, or become incorporated in, any other

programs, except as necessary to use the App and the Services on devices as permitted in these terms;

• not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the App or

the Services nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the

Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile

the App to obtain the information necessary to create an independent program that can be operated with the App or

with another program (Permitted Objective), and provided that the information obtained by you during such activities:

• is not disclosed or communicated without the Licensor’s prior written consent to any third party to whom it is not

necessary to disclose or communicate it in order to achieve the Permitted Objective; and

• is not used to create any software that is substantially similar in its expression to the App;

• is kept secure; and

• is used only for the Permitted Objective;

• comply with all applicable technology control or export laws and regulations that apply to the technology used or

supported by the App or any Service.

ACCEPTABLE USE RESTRICTIONS  

You must:

 

• not use the App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting

Copyright

All title and copyrights in and to the Software and the copies of the software are owned by the Supplier.  The Software is protected by copyright laws and international treaty provisions.  As the Customer you must treat the Software like any other copyrighted material.

No Warranties

The Supplier of the Software expressly disclaims any warranty for the Software. The Software and any related documentation is provided “as is” without warranty of any kind, either express or implied, including, without limitation, the [implied] warranties of merchantability, fitness for a particular purpose, or noninfringement.  the entire risk arising out of the use or performance of the Software remains with the Customer.

No Liability For Damages

In no event should the author of the software and the Supplier be liable for any special, consequential, incidential or indirect damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use or inability to use this product, even if the author of the software and the Customer is aware of the possibility of such damages and known defects.


SCHEDULE 4 - Data Processing Agreement

PROCESSING, PERSONAL DATA AND DATA SUBJECTS

1.  PROCESSING BY THE SUPPLIER  

Under data protection legislation, the Supplier is required to provide you with certain information about who we are , how we process your personal data and for what purposes and also your rights in relation to your personal data and how to exercise them. This information is provided in the directprint.io privacy policy (https://directprint.io/privacy-policy/).

Please be aware the internet transmissions are never completely private or secure and that any message or information you send using the App or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

1.1  SCOPE  

Operational, technical and user data collected, stored and processed purely for the delivery of Print Management Services.

1.2  NATURE  

Personal Data may be processed to facilitate provision of the Services.  By using the Services, you agree to us collecting and using technical information about the devices you use the Application and related software, hardware and peripherals to improve our products and provide the Services to you.

 

1.3  PURPOSE OF PROCESSING:  

To provide the Services as described in this Agreement

 

1.4  DURATION OF THE PROCESSING  

For the Term including any Trial period plus 6 months unless otherwise agreed or for legal requirements

 

2.  TYPES OF PERSONAL DATA  

 

3.  CATEGORIES OF DATA SUBJECT  

SCHEDULE 5

End User Consent. You will provide all required disclosures to and will obtain and maintain all required consents from End Users to allow: (i) Administrators to have the access described in these Terms and the Privacy Policy; and (ii) The Supplier’s  provision of the Cloud Products to Administrators and End Users.(iii) consent to process data in accordance with Schedule  4 including children’s data by way of parental consent where appropriate You will provide evidence of such consents upon our reasonable request.

directprint.io Terms - November 2019 (v2)