1. The contract
1.1 These Terms govern the use of the Services offered by Prodigi (UK) Ltd (“Prodigi” "the Company" or "we" or "us") and our relevant Affiliates where applicable to you, our Client. The Company is registered in United Kingdom under company number 10844939 with its address at Unit 20, Caker Stream Road, Alton, Hampshire, GU34 2QA, UK.
1.3 If you do not accept these Terms you may not use our Sites, Platform or Apps.
2. Our right to make changes
2.1 We may revise these Terms at any time. Your use of the Services after we post an amended version of this agreement including any change will constitute your acceptance of and agreement to such changes.
2.2 We reserve our right to make changes to, but not to materially reduce or diminish, the content of our Software, Platform or Services, including these terms and conditions at any time without express notice to you, by posting such changes on our Sites or displaying them when you next access our Services. It is your responsibility to familiarise yourself with the Terms regularly to ensure that you are aware of any changes. Your continued use of the Services following the posting of any such changes will constitute your continued acceptance of this agreement including all changes we make from time to time.
2.3 We may suspend, withdraw, discontinue or change and update all or any part of our Services with or without notice. If any change that we make causes a material reduction in the functionality or usability of the Services we provide and we do not provide equivalent functionality or use to you then you may notify us of your intention to terminate the Services within 30 days of our making that change.
2.4 We make every effort to supply the Products as advertised but reserve the right to supply the Products subject to minor variations in actual dimensions and specifications stated.
3. Your use of the Services
3.1 The “Services” include the services offered to you from time to time when you access our Software and/or Services. The Services may include (without limitation) (i) access to the APIs and/or other APIs and/or associated SDKs (together constituting the “Platform”) made available to you including in order to integrate the Services with other systems; (ii) use of the payment processing service made available to you; and (iii) the purchase of Products (including the submission of Content for incorporation by us into Products), either on your own behalf of on behalf of your own Customers , including the use of our API dashboard.
3.2 The Services are only intended for use , and provided to you, in a commercial context. You agree that you will not use our Services as a consumer or otherwise in a private capacity. By using the Services on behalf of a business, you confirm that you have authority to bind that business on whose behalf you act. If you provide services to consumers utilising our Services or Software in any way then you undertake to comply with all applicable laws and you shall indemnify us from any and all harm, loss, claims and other damage that we or any Affiliate might suffer, howsoever arising under consumer protection laws that might apply anywhere in the world.
3.3 You must not use the Services for any illegal or unauthorised purpose and in using the Services you agree to comply with all applicable laws, rules and regulations, including in any jurisdiction from which you access the Services. To the extent that the Services (including the use of our site) is not legal in your jurisdiction, you may not use our Site or Platform. In particular, you must not:
- 3.3.1 submit violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or other content via the Services;
- 3.3.2 defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you must not submit private or confidential information via the Services without first obtaining the relevant consent;
- 3.3.3 change, modify, adapt or alter the Services or change, modify or alter another website so as to falsely imply that it is associated with the Services or us;
- 3.3.4 create or submit unwanted email, comments, likes or other forms of commercial or harassing communications (a/k/a "spam") to any Services users;
- 3.3.5 knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
- 3.3.6 attempt to restrict other users from using or enjoying the Services; or
- 3.3.7 encourage or facilitate violations of these Terms.
3.4 You are solely responsible for your interactions with other users of the Services, whether online or offline. You agree that we are not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Please exercise common sense and your best judgment when interacting with others.
3.5 To the extent that the integration of the services offered by you with the Services allows your customers or clients to access the Services, you agree that you will be liable for the acts or omissions of such customers or clients as if they were your own.
4. Your account
4.1 You must not use the Services unless you have registered with us and provided the relevant details requested. You are responsible for any activity that occurs through your account and you agree you will not sell, transfer, license or assign your account, followers, username, or any other rights associated with your account.
4.2 The registration information you provide must be accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account by the Company at any time.
4.3 You are responsible for keeping your password secret and secure.
4.4 You must not create accounts with the Services through unauthorised means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper. With the exception of accessing RSS feeds, you will not use any robot, spider, scraper or other automated means to access the Platform for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose, as we may determine in our sole discretion, an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Site or Platform or any activities conducted on the Site or Platform; or (iii) bypass any measures we may use to prevent or restrict access to the Site or Platform;
4.5 You agree that you are responsible for all data charges you incur through use of the Services.
4.6 Services are available only to individuals who are either (i) at least 18 years old, or (ii) at least 13 years old, and who are authorised to access the Site or Platform by a parent or legal guardian. If you have authorised a minor to use the Site or Platform, you are responsible for the online conduct of such minor, and the consequences of any misuse of the Site or Platform by the minor.
5.1 By submitting content to the Site or Platform you are granting the Company a worldwide, non-exclusive license to use the Content and are representing and warranting to the Company that the content is owned or duly licensed by you, and that the Company is free to publish, distribute and use the Content as hereinafter provided for without obtaining permission or license from any third party. In order to make Products, you hereby grant to the Company a royalty free, worldwide, transferable, non-exclusive right and license to use your Content to fulfill orders.
5.2 You are solely responsible for your conduct and any data, text, files, information, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials (collectively, "Content") that you submit, post or display via our Site or Platform, whether the Content originates from you or from your customers or clients. You acknowledge that we have no direct contractual relationship with your customers or clients and agree that you will be liable under these Terms for Content submitted by your customers or clients, as if it had been submitted by you.
5.3 In consideration of the Company’s agreement to allow you to post Content to the Site or Platform and the Company’s agreement to publish such Content and for other valuable consideration the receipt and sufficiency of which are hereby expressly and irrevocably acknowledged, you agree with the Company as follows:
- 5.3.1 You acknowledge that:
- 18.104.22.168 By uploading your photographic or graphic works to the Company you retain full rights, and all liability relating, to those works that you had prior to uploading; and
- 22.214.171.124 Subject to the terms of the foregoing license you provide to us in relation to your Content, you retain full ownership or other rights in your Content and any intellectual property rights or other proprietary rights associated with your Content.
- 5.3.2 You undertake, represent and warrant that:
- 126.96.36.199 You are the owner of all rights, including all copyrights in and to all Content you submit to the Sites or otherwise use in conjunction with the Service;
- 188.8.131.52 You have the full and complete right to enter into this agreement and to grant to the Company the rights in the Content herein, and that no further permissions are required from, nor payments required to be made to any other person in connection with the use by the Company of the Content as contemplated herein; and
- 184.108.40.206 The Content does not defame any person and does not infringe upon the copyright, moral rights, publicity rights, privacy rights or any other right of any person, or violate any law or judicial or governmental order.
- 5.3.3 Our license to your Content shall terminate upon the termination or expiry of these Terms and/or following the completion of all Services requested by you and we shall only retain your Content for our own compliance with applicable laws and for our legal and insurance purposes.
6. Copyright complaints
6.1 The Company respects the intellectual property rights of others. It is our policy to respond promptly any claim that Content posted on the Site or Platform infringes the copyright or other intellectual property infringement ("Infringement") of any person. The Company will use reasonable efforts to investigate notices of alleged Infringement and will take appropriate action under applicable intellectual property law and these Terms where it believes an Infringement has taken place, including removing or disabling access to the Content claimed to be infringing and/or terminating accounts and access to the App, Site or any affected Services.
6.2 To notify the Company of a possible Infringement you must submit your notice in writing to firstname.lastname@example.org and include in your notice a detailed description of the alleged Infringement sufficient to enable the Company to make a reasonable determination. Please note that you may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any Content is infringing your copyright.
6.3 If we remove or disable access to Content in response to a notice of Infringement, we will make reasonable attempts to contact the user who posted the affected Content. If you feel that your Content is not infringing, you may provide the Company with a counter notice in writing to email@example.com. You must include in your counter notice sufficient information to enable the Company to make a reasonable determination. Please note that you may be held accountable for damages (including costs and attorneys' fees) if you materially misrepresent that your Content is not infringing the copyrights of others.
6.4 If you are uncertain whether an activity constitutes Infringement, we recommend seeking the advice of a lawyer, you should not proceed with that activity before you are certain. You agree to indemnify us from any loss, damage or any harm whatsoever that we may suffer in relation to your infringement of any third party rights.
7. Removal of Content
7.1 The Company may remove any Content that it believes to be in breach of the Terms. Where you make a request to remove copies of your Content posted on any third party sites or where they are used for promotional purposes we shall use commercial endeavours to ask those third parties to remove such Content within a reasonable period of time following your removal request, which must be submitted to us in writing.
7.2 Subject to the licenses granted to the Company in these Terms you retain full ownership of your Content.
8. Accessing our Services
8.1 We do not guarantee that our Services, or any content we make available via our Services, will always be available or be uninterrupted. Our Services are provided on an as-is and as available basis. We will not be liable to you if for any reason our Services are unavailable at any time or for any period.
8.2 You are responsible for making all arrangements necessary for you to have access to our Services. You are also responsible for ensuring that all persons who access any of the Services through you (including your customers) are aware of the parts of these Terms that are relevant to them, and other applicable terms and conditions, and that they comply with them.
8.3 We encourage you to maintain your own backup of Content submitted to us. We will not be liable to you for any modification, suspension, or discontinuation of the Services, or the loss of any Content. We do not provide hosting services as part of our Services and you are not entitled to rely on our maintaining back-up copies of your Content.
8.4 You acknowledge that the internet may be subject to breaches of security and that the submission of Content or other information may not be secure. Whilst we will maintain appropriate security in relation to our Platform, and without prejudice to the protection of any personal data, we do not warrant that we will protect your Content in any way.
9. Purchasing products from us
9.1 “Products” includes any and all tangible products made available by us through the Services or Platform.
How the contract is formed between you and us
9.2 After you place an order, we will confirm our acceptance to you by sending you a notification (via the Services, including the dashboard made available to you) containing an order number (a “Confirmation”). The Contract between us will only be formed when we send you the Confirmation.
9.3 If we are unable to supply you with a Product, for example because that Product is not in stock or no longer available or because of an error in the price on our site, we will inform you of this and we will not process your order and you will not receive a Confirmation. We may withdraw any Confirmation up to the point of Fulfilment. If you have already paid for the Products when we notify you that we have cancelled or rejected your order, we will refund you the full amount as soon as possible.
9.4 Once the Contract between us is formed you may cancel the Product order but you will still be charged in full for any costs we have incurred in relation to the Products you ordered. This is because the Products you order are entirely bespoke and we use a highly automated print system whereby many Product orders are irreversibly placed into the print system for processing simultaneously.
9.5 The images of the Products on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the Products, and different devices may display colours differently. Your Products, including their colour, may therefore vary slightly from those images. The packaging of the Products may also vary from that shown on images on our site.
9.6 All orders will be produced using the information provided by you at the time of order and we will not be held responsible for any errors submitted by the customer, including where Content of a low resolution or file size has been submitted to print.
9.7 We are committed to providing our customers with the highest quality Products. However, on rare occasions, products may be found to be faulty or defective. Because of the nature of our Products and the commercial structure of our business model you must tell us of any Product faults within 20 days of the date on which we sent you the Confirmation relating to those Products. To report any problems, please contact us on firstname.lastname@example.org. We will endeavour to respond to all customer service requests within 48 hours. We will only refund or replace items where you inform us within our limited warranty period or where we are required to do so by law. We may require photographic evidence or return and investigation of the faulty or defective Products before we make any determination as to whether or not you are due a refund or replacement.
10.1 We use third party printers to create Products through the Services, and our third party suppliers deliver the Products either (i) to the relevant addressee if the order is for mail delivery, or (ii) for pickup & collection in a specified retail location. We will use our reasonable commercial endeavours to Fulfil your order by the estimated delivery date set out in the dispatch confirmation, but time for delivery shall not be of the essence even if you have notified us that the time for delivery is important to you for any reason. The price you pay for our Services and the Products does not account for any degree of urgency. If we are unable to meet the estimated delivery date because of an Event Outside Our Control as defined below in clause 14.2., we will contact you with a revised estimated delivery date.
10.2 Mail delivery is deemed to take place when the goods are delivered to your addressee’s nominated address, whereupon the risks of loss and all damage and all other risks pass to you, the Client.
10.3 We retain title in the goods and all Products until payment is received by us in full.
10.4 We will attempt to produce goods in the country of the addressee. If that is not possible, we deliver internationally to countries with a functioning postal service. However you acknowledge that we cannot be liable for the functioning of such postal services as such delay would be an Event Outside Our Control.
10.5 If you order Products for delivery to a destination where we can not produce and deliver locally, we need to deliver to an International Delivery Destination, and your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount. You will be responsible for payment of any such import duties and taxes and Products may be held by applicable third party authorities until you have settled all such duties where they are permitted to do so under their local laws. It is your responsibility to contact your local customs office for further information before placing your order to avoid delay and unanticipated costs.
11.1 You agree to pay the prices for the Products as set out in this Agreement from time to time or as otherwise agreed in writing. Although we endeavour to keep prices as accurate and up to date as possible sometimes errors do occur. If a price error has occurred we will inform you of this in writing and either you will pay us, or we will refund or credit to you, the difference in price.
11.2 In the event that you have elected to use the Company’s Merchant of Record payment processing service in order to process the payment for Products ordered by your customers or clients:
- 11.2.1 You may be required to provide PayPal or other relevant payment details prior to being permitted to integrate the payment processing system into your own operations;
- 11.2.2 You will be notified of the designated cumulative fee value of Product orders fulfilled during a calendar month period. We make payment of the relevant sums, minus any external fees received by us to the account details provided; and
11.3 In the event that you have elected to use your own payment processing service in order to process the payment for Products ordered by your customers or clients:
- 11.3.1 You may be required to provide debit or credit card (or other relevant payment) details;
- 11.3.2 You will be notified of the cumulative fee value of Product orders fulfilled during each calendar month; we will take payment of the relevant sums immediately from the account details provided.
12. Intellectual property rights
12.1 We (or our licensors) are the owner of all intellectual property rights in our Services, and in the material published on it including the Sites or Platform, other than the Content.
12.2 In the event that you wish to access Company Sites, Platforms or Apps, we hereby grant you a nonexclusive, sub-licensable, transferable, worldwide, royalty-free licence to use the Company Sites Platform or Apps whilst these Terms are in effect solely for the purposes of integrating your (or your Customer’s) business website or application with ours in order to enable you or your Customers to place orders for Products using the Services.
12.3 Except for the Content submitted by you or your Customers, you may not copy, download, use, redesign, reconfigure, or retransmit anything from the Services without our express prior written consent. Any use of such proprietary material, other than as permitted therein, is expressly prohibited without the prior permission of us and/or the relevant right holder.
12.4 Except as permitted under these Terms, you must not use any part of the content on our website or made available through the Services for commercial purposes without obtaining a licence to do so from our licensors or us.
12.5 If you print off, copy or download any part of our Services in breach of these Terms, your right to use our Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
12.6 The service marks and trademarks of the Company are trademarks owned by the Company. Any other trademarks, service marks, logos and/or trade names appearing on the Services are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
13.1 EXCEPT IN RELATION TO THE PURCHASE OF PRODUCTS, YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK AND IS PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND, WHERE NOT PROHIBITED BY LAW, NON-INFRINGEMENT.
13.2 EXCEPT AS EXPRESSLY STATED IN THESE TERMS, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER US NOR ANY OF OUR EMPLOYEES, MANAGERS, OFFICERS OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICES; (B) CONTENT; OR (C) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO US OR VIA THE SERVICES OR (D) ANY PRODUCTS YOU MAY PURCHASE THROUGH THE SERVICES. IN PARTICULAR, WE WILL NOT BE RESPONSIBLE FOR ENSURING THAT THE PRODUCTS ARE SUITABLE FOR YOUR PURPOSES.
13.3 EXCEPT TO THE LIMITED EXTENT THAT IS EXPRESSLY SET FORTH HEREIN, WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. EXCEPT FOR COMPLIANCE WITH LAWS WHICH APPLY DIRECTLY TO OUR BUSINESS THAT WE CANNOT LEGALLY EXCLUDE OR DISAPLY, WE DO NOT WARRANT THAT YOUR USE OF THE SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION.
13.4 TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, ARISING UNDER OR IN CONNECTION WITH THESE TERMS OR ANY CONTRACT FOR (A) ANY LOSS OF PROFITS, SALES, BUSINESS, OR REVENUE; (B) LOSS OR CORRUPTION OF DATA, INFORMATION OR SOFTWARE; (C) LOSS OF BUSINESS OPPORTUNITY; (D) LOSS OF ANTICIPATED SAVINGS; (E) LOSS OF GOODWILL; OR (F) ANY INDIRECT OR CONSEQUENTIAL LOSS WHATSOEVER.
13.5 NOTWITHSTANDING THE ABOVE, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION, IN NEGLIGENCE OR ANY OTHER THEORY OF LAW, EXCEED THE GREATER OF ONE HUNDRED POUNDS (GBP £100.00) OR THE PRICE OF THE PRODUCT(S) TO WHICH THE LIABILITY RELATES.
13.6 NOTHING IN THESE TERMS AND CONDITIONS EXCLUDES OR LIMITS OUR LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM OUR NEGLIGENCE, OR OUR FRAUD OR FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY ENGLISH LAW.
13.7 YOU AGREE TO INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING WITHOUT LIMITATION, REASONABLE LEGAL FEES AND COSTS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR BREACH OR ALLEGED BREACH OF THESE TERMS (INCLUDING ANY SUCH BREACH OR ALLEGED BREACH BY YOUR CUSTOMERS OR CLIENTS). YOU WILL COOPERATE AS FULLY REQUIRED BY US IN THE DEFENCE OF ANY CLAIM SUBJECT TO INDEMNIFICATION BY YOU.
13.8 WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU AS EXPRESSLY SET OUT IN THESE TERMS AND YOU WILL NOT IN ANY EVENT SETTLE ANY CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT.
14. Events outside our control
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 14.2.
14.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lockouts or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, plague, apocalypse or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport or the failure of any third party not under our direct control.
14.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
- 14.3.1 We will contact you as soon as reasonably possible to notify you; and
- 14.3.2 Our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
14.4 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract and it persists for a period of more than 60 consecutive calendar days, then you may contact us to terminate this Contract.
15.1 The Services may provide, or third parties may provide, links to other World Wide Web sites or resources. Because the Company has no control over such sites and resources, you acknowledge and agree that the Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
16.1 The Term of this Agreement commences on the Effective Date and shall be in effect throughout the period the Client uses our services (“Term”). Either Party may terminate this Agreement by giving the other Party at least sixty (60) days’ prior written notice to terminate this Agreement.
16.2 Without prejudice to any other rights that might be available to us, breach by you of these Terms may, in our sole discretion, result in immediate suspension or termination of your Services account.
16.3 You can deactivate your account by notifying us by email to email@example.com; Subject: Account Deactivation. If your account is deactivated, Content submitted by you or your Customers, and all other data associated with your use of the Services will no longer be accessible through your account, but those materials and data may persist and appear within the Services.
16.4 Upon termination or deactivation of your Account, all licences and other rights granted to you in these Terms will immediately cease. We reserve the right in our sole discretion to (i) continue with or (ii) cancel and refund any sums relating to, unfulfilled Contracts in effect at the time of termination or deactivation.
16.5 The Company may terminate your Account at any time for any reason or no reason. All Content remaining in your account will be removed by the Company upon termination of your store account. If we terminate your account because you have breached a Contract with us or any of these Terms then you will not be refunded any monies you have paid us. If we terminate your account where you are not in breach of a Contract or these Terms then we will refund you any pre-paid unearned fees less any costs we have incurred in relation to your Account or the Services provided to you up until that termination takes effect.
17. Governing law and jurisdiction
17.1 The contract between us and any matter arising from or in connection with these terms and conditions shall be governed by and construed exclusively in accordance with English lawto the fullest extent legally permissible and the English courts shall have exclusive jurisdiction to resolve any disputes between us.
17.2 Any claim or cause of action against the Company arising out of or related to use of this Website, the Service or the Products or otherwise under these terms and conditions must be filed within one (1) year after such claim or cause of action arose.
18. Communication methods
18.1 You agree that we may provide to you required notices, agreements and other information electronically as specified in these terms and conditions. If you want to opt out of receiving notices electronically, you must discontinue your use of the Site and our Services completely. Opting out will not affect the lawfulness of processing that took place prior to your opt-out and we may still contact you where permitted by law or where we have a right or obligation under these Terms.
19.1 No agency, partnership, joint venture, or employment is created as a result of the Terms and you do not have any authority of any kind to bind the Company in any respect whatsoever. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
19.2 If any provision of the Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable. The Company may transfer, assign or delegate the Terms and its rights and obligations without consent. Both parties agree that the Terms is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Terms, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein.
19.3 We may transfer our rights and obligations under these Terms to another organisation, and we will always notify you through the Sites or Platform as soon as reasonably possible following any transfer, but this will not affect your rights or our obligations under these Terms. You may only transfer your rights or your obligations under these Terms to another person if we agree to that in writing, and you must identify that other person in your request to us.
20. Data Protection
20.1 Protection of data: Without limiting this Clause 20, both Parties will comply with all applicable Data Protection Laws and otherwise protect Personal Data and will not use, disclose, or transfer across borders Personal Data except as necessary to perform its obligations under this Agreement.
20.3 Consents: Client shall at all times be responsible for obtaining from Customers any and all consents required in relation to the Data Protection Laws (or any other applicable legislation) for Prodigi to perform its obligations and exercise its rights under this Agreement. Client shall monitor and maintain all such consents and shall ensure that all consents obtained are sufficient at all times with regard the Data Protection Laws (or any other applicable legislation).
20.4 Data collection and storage: Prodigi shall collect information from users of the Platform and Customers regarding their Order for Products, including their name, address, telephone number, email address and personal photos, which may be placed on Products for the purposes of providing the Customer with the Products and satisfying the Order from the Customer. Prodigi shall be entitled to appoint sub-contractors in connection with the operation of the Platform, provision of the Products and the Services and shall take steps required to ensure that any Personal Data of users / Customers that is provided to those sub-contracted third parties is only used for the purposes of providing those sub-contracted services and in accordance with the principles of this Agreement. The Customer’s Personal Data shall be stored by Prodigi for the purposes of operating the Platform and Prodigi shall not market to the users / Customers directly, without the express prior consent of the users / Customers and/or Client.
20.5 Data processing: Any processing of Personal Data under this Agreement shall be carried out as follows:
- A In accordance with the instructions of Client; and
- B Prodigi shall take reasonable technical and organisational measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data and that, having regard to the state of technological development and the cost of implementing any measures, such measures will ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the personal data to be protected.
20.6 Analytical Data: Prodigi shall be entitled to use all data collected by it in relation to the orders, Fulfilment of orders, sale of Products, operation of the Platform, and/or any other matter connected to the provision of its Services and Software generally, including to pull together trends and learnings to improve the overall Services for all partners of Prodigi, data relating to the statistics of sales and generic information about users / Customers, how many times users access the Platform and the general performance of the Platform and Services (“Analytical Data”). Prodigi agrees not to include any Personal Data, or to ensure that such identifying information is removed or severed irreversibly at regular intervals, within the Analytical Data and is therefore freely available to use such Analytical Data, in its discretion, including (but not limited to) sharing aggregated anonymised data and any Analytical Data with third parties.