Terms & Conditions
This Agreement is between you and Sureprint Ltd and governs your use of PDQit. Please note that we do not store a copy of this Agreement against your name. We strongly recommend that you print this Agreement for future reference.
PDQit is being developed continuously and as a result we may need to change some of the provisions of this Agreement from time to time. Clause 23 allows us to do this without your agreement, but we will notify you of any change we make. If you are unhappy with any change we make you can terminate this Agreement under clause 13 within 14 days.
The minimum term for this Agreement is 30 days. There is no maximum term. Both parties have termination rights (see clauses 9, 10, 12 and 13).
Interpretation
1. User Software means the software on your computer that is provided by us and allows you to use PDQit, and updates to such software; User Software Licence means the agreement between us and you under which you are licensed to use the User Software; and we means Sureprint Ltd, and us and our have corresponding meanings.
Term of Agreement
2. This Agreement will commence on the Commencement Date and will expire, unless it has been terminated earlier, 14 days after the due date for a payment (SEE CLAUSE 4) under this Agreement if you have not made the payment by then.
3. If this Agreement expires or is terminated your PDQit Account will be suspended immediately.
Payment
4. Non-credit, account clients use the PDQit service on a Pay As You Go Basis. Larger volume users of the PDQit service may apply for a credit account, which will be subject to approval. In addition we may also set a maximum credit balance for your PDQit account.
Hardware
5. For the avoidance of doubt, we are not responsible for the functionality or performance of the hardware you use to use PDQit and will not supply, maintain or support such hardware.
Your information
6. All intellectual property rights in PDQit belong to, and will remain with, us and our third party licensors. All rights are reserved.
7. Without limiting clause 15, if any third party claims that your use of PDQit infringes any intellectual property right, you must notify us immediately and, subject to reimbursement of your reasonable costs, give us and our third party licensors such assistance as we or our third party licensors reasonably require to defend or mitigate the claim. If requested by us or our third party licensors, you must immediately hand over control of the defence of the claim to us or them.
8. We will keep a record of the volume and the postal services you request through PDQit for up to 28 days after submission. We may use this information to send you targeted information about products and services you may be interested in (if we have your consent) and/or for statistical analysis.
Termination of Agreement and suspension of your PDQit Account
9. We may terminate this Agreement immediately by notifying you in writing (including by email) if:
a. we believe you have deliberately or repeatedly mailed or attempted to mail items that attract a cost due to inability to deliver.
b. you commit any other material breach of this Agreement or the User Software Licence.
c. your PDQit Account is in negative balance.
10. We may, at our sole discretion, terminate this Agreement at any time by giving you at least 14 days notice in writing (including by email).
11. Without limiting clause 9, we may suspend your PDQit Account for up to 14 days if we believe any of the events in clauses 9(a), 9(b) and 9(c) may have occurred.
12. You may terminate this Agreement at any time after 90 days from the Commencement Date by notifying us in writing.
13. You may terminate this Agreement at any time before 14 days after we notify you of a change to this Agreement under clause 15 by notifying us in writing.
Security
14. You are responsible for the security of the customer username and password that allow you to access PDQit. Unless we have negligently disclosed your password to a third party, we will not be liable in relation to any unauthorised transaction entered into using PDQit under your username and password.
Indemnity
15. No liability of SurePrint Limited for certain damages. To the maximum extent permitted by applicable law, SurePrint Limited shall have no liability for any indirect, special, consequential or incidental damages arising from or in connection with the use or performance of the software. This limitation will apply even if any remedy fails of its essential purpose. In no event shall SurePrint Limited's total liability to you for all damages, losses, and causes of action (whether in contract, tort (including negligence) or otherwise) exceed the amount paid by you for the SurePrint Limited software. By using the software, you accept these terms. If you do not accept them, do not use the software. Instead, return it to the place of purchase for a refund or credit.
Exclusion of liability
16. To the extent permitted by law, and except as expressly set out in this Agreement, we exclude all representations, warranties, guarantees and conditions relating to PDQit, including any terms that would otherwise be implied under sections 2, 3, 4, 5, 13, 14 and 15 of the Supply of Goods and Services Act 1982.
17. To the extent permitted by law, and except as expressly set out in this Agreement:
a. our total liability to you for any breach or breaches by us, whether connected or not, of any express term or terms of this Agreement, or any implied term or terms of this Agreement that are not excluded by clause 16 (including to the extent the exclusion in clause 16 is ineffective or invalid), is limited to the amount you have paid us by way of subscription charges for PDQit; and
b. exclude all other liability to you arising out of or in connection with your use of PDQit and for any adverse effect PDQit may have on your hardware or software. To the extent this exclusion is ineffective or invalid; the total of such liability is limited to the amount you have paid us by way of subscription charges for PDQit.
18. Notwithstanding clause 17, to the extent permitted by law we exclude all liability to you for any loss of business, goodwill, data, opportunity or profits (whether or not the loss of such profits was foreseeable, arose in the normal course of things or we were advised of the possibility of such loss) and any consequential, indirect or incidental damages.
19. Nothing in this Agreement excludes or limits:
a. our liability to you for any death or personal injury resulting from our negligence;
b. our liability to you for fraudulent misrepresentation; or
c. any of your other statutory rights that cannot be excluded or limited.
General
20. Except as provided in clause 18, any failure or delay by you or us in enforcing (in whole or in part) any provision of this Agreement will not be interpreted as a waiver of your or our rights.
21. If any provision of this Agreement is unlawful or otherwise invalid, such provision will be struck out of this Agreement and the remainder of this Agreement will apply as if the offending part had never been agreed.
22. Neither party may transfer any of its rights or obligations under this Agreement without the other party's prior written consent, provided that we may transfer any of our rights or obligations under this Agreement to another company in our group (as defined in section 258 of the Companies Act 1985) without your consent.
We may change this Agreement at any time by notifying you in writing (including by email) of the change, which will be effective from the date you are notified or such later date as is included in the notice. No other variation to this Agreement will be effective unless it is in writing and signed by you and us.
23. Subject to clause 25, this Agreement is the entire agreement between you and us for your use of PDQ-it and supersedes all prior agreements, representations and understandings, written or oral. Each party acknowledges that it has not been induced to enter into this Agreement by reason of any representation made by or on behalf of the other party.
24. This Agreement is to be read together with the User Software Licence. If there is any conflict between the provisions of the User Software Licence and the provisions of this Agreement, this Agreement is to prevail.
25. These terms and conditions are governed by and will be construed in accordance with English law. Each party submits to the exclusive jurisdiction of the English Courts.
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