Partner Terms & Conditions
1. Welcome to PRYYNT
Our printing Service has been developed to make it easy for you to offer printed products online to your Users from within your Website or mobile application. This will provide a service to your Users while giving you additional revenue and more time to focus on your own product or service.
The Terms on which we will provide our Service are set out in three sections:
PART 1 - A Quick Summary of our Service.
PART 2 - Our detailed Terms (it is recommended you read these carefully).
PART 3 - A Schedule (at the end of this Document) setting out defined expressions used in the Terms (please refer to these as necessary when reading the Terms).
We have tried to ensure our Terms are clear and simple. If, though, you have any questions please do not hesitate to contact us at firstname.lastname@example.org.
2. PART 1 - QUICK SUMMARY OF THE SERVICE
A - The PRYYNT Service
The PRYYNT Service provides you with a licence to use the PRYYNT System together with a service. The Service will enable you to offer your Users an ability to place orders for printed products online from within your mobile application or Website. The PRYYNT System also offers you the option of offering the PRYYNT Service to your Users on a 'white label' basis via a Branded User Interface which you may develop on the front end of the PRYYNT Platform should you wish to do so. Please see Paragraph 4 of Section IV of Part 2 for full details.
B - Registering with PRYYNT
Registering with PRYYNT is easy. You provide us with basic information about your organisation by completing the registration form on the PRYYNT Website, which we will verify (which may involve the use of third parties). If your application is accepted we will issue you with a PRYYNT Account. You give us permission to verify and periodically to update your information. Please see Section II of Part 2 for full details.
C - Payment to you for Print Orders
We will pay you your Payment Share of the Standard Price for all Print Orders placed by Users (after deducting the PRYYNT Share and any applicable tax). For the avoidance of doubt you may increase the price at which printed products are offered to your Users via the Service above the Standard Price. You shall be entitled to be paid 100% of the Price Uplift (less a 2% administration charge and any applicable tax on the Price Uplift) as part of your Payment Share. Your Payment Share will be paid to a bank account nominated by you monthly, not later than the last day of the month following the month in which payment for any relevant Print Orders was received by PRYYNT. Please see Section III of Part 2 for full details.
D - Termination
Either party can terminate the agreement between us for any reason on 30 days’ notice and immediately in certain circumstances (such as where one party is in breach). Termination will not affect either party’s rights or liability in respect of any matter that arose prior to termination. Please see Paragraphs 2 and 3 of Section IV of Part 2 for full details.
3. PART 2 - TERMS OF SERVICE
These Terms constitute a legal agreement between
(1) PRYYNT; and
(2) Partner (you) who has ticked the Acceptance Box or signed where indicated at the end of these Terms
Section I: The PRYYNT Service
1. Our Role
PRYYNT will provide your Users with the PRYYNT Service.
The PRYYNT Service is designed to accept and process Print Orders from your Users.
The PRYYNT Service may be made available either as a PRYYNT branded service or via a Branded User Interface which you may develop on the front end of the PRYYNT Platform.
All Print Orders will be fulfilled by PRYYNT Suppliers.
In order to enable your Users to use the Service you must register for a PRYYNT Account.
2. Our Software
Once you have registered for a PRYYNT Account we will provide you with access to the PRYYNT System that will allow your Users to use the Service. It will be necessary for you to install and (from time to time) to update any and all software provided by us to ensure your Users have continued access to the Service.
The PRYYNT Service includes software that will allow us to bill your Users for all Print Orders they may submit via the Service.
Unless explicitly stated otherwise, any new features provided by PRYYNT that augment or enhance the PRYYNT System or Service shall also constitute the PRYYNT System or Service and shall be subject to the terms and conditions of this Agreement.
The PRYYNT System also includes a function that will give you the ability to review Print Orders that are in process of being fulfilled or which have been fulfilled by a PRYYNT Supplier and by us together with Transaction History.
3. Authorisation for Handling of Print Orders
By accepting these Terms you are authorising PRYYNT to fulfil Print Orders placed by your Users. Your Users will place orders on PRYYNT's Customer Terms of Service which will be available for inspection by Users via the ordering system comprised within the Service accessed via the PRYYNT System.
4. Payment Methods
The Service provides your Website with a payment facility to allow your Users to pay for their Print Orders by credit card, debit card, and other electronic payment methods. PRYYNT will only process Print Orders that have been authorised by the applicable card issuer or payment processor. We may add or remove one or more types of cards as a supported payment card at any time.
5. Support and Customer Service
PRYYNT will, if required, provide you with Support to help resolve any issues relating to your use of the PRYYNT System and/or the distribution of your Payment Share. Support enquiries must be made to email@example.com. Support services and response times are based on reasonable endeavours only and the extent of any support provided will be at the sole discretion of PRYYNT. PRYYNT will provide assistance to your Users who use the Service in accordance with its Customer Terms of Service.
In accordance with applicable data protection laws, PRYYNT maintains appropriate administrative, technical, organisational and physical procedures to protect all the personal data provided by your Users that is stored in our servers from unauthorised or unlawful processing and accidental loss, destruction or damage.
You can access data relating to Print Orders (but not personal data about Users) together with full Transaction History via the Partner Portal.
7. Restrictions on Use
In addition to any other restrictions set forth in these Terms, you shall not:
(i) act as a payment intermediary or otherwise resell our Service on behalf of any third party;
(ii) knowingly allow potentially fraudulent Print Orders;
(iii) use the Service in a manner that PRYYNT or one or more of the PRYYNT Suppliers reasonably believes to be an abuse of the Service;
(iv) permit any third party to use the Service;
(v) transfer any rights granted to you under these Terms;
(vi) work around any of the technical limitations of the Service;
(vii) use any tool to enable features or functionalities that are otherwise disabled in the Service;
(viii) decompile, disassemble or otherwise reverse engineer the Service;
(ix) perform or attempt to perform any actions that would interfere with the proper working of the Service, or prevent access to or use of the Service by our other users;
(x) knowingly allow your Users to process Print Orders which contain any sexual, obscene, or otherwise objectionable material (including obscene or extreme pornography as detailed in Part 5 of the UK Criminal Justice and Immigration Act 2008 and indecent photographs or pseudo-photographs of a child as detailed in section 160 and 161 of the UK Criminal Justice Act 1988); or
(xi) otherwise use the Service except as envisaged and permitted pursuant to these Terms.
8. Disclosures and Notices
You agree that we may provide communications, disclosures and notices regarding the Service to you by posting such communications, disclosures and notices on the PRYYNT Website, or emailing them to the email address listed in your PRYYNT Account, or mailing them to the address listed in your PRYYNT Account. Any such disclosure or notices shall be considered to be received by you by the end of the day following the day on which it was mailed to you or posted to the PRYYNT Website or on the day it is emailed to you unless we receive notice that the email was not delivered. All such communications, disclosures and notices shall be in English.
9. References to Our Relationship
You agree that, from the time you tick the Acceptance Box or sign where indicated at the end of these Terms until you terminate your account with us, we may identify you as a Partner of PRYYNT.
Section II: Registering for PRYYNT
To enable your Users to use the PRYYNT Service, you will first have to register and either tick the Acceptance Box or sign where indicated at the end of these Terms. When you register you will be required to specify whether you wish to sign up to the standard PRYYNT Service or to take the PRYYNT Service on a 'white label' basis using PRYYNT's open API technology which will allow you to build your own Branded User Interface on the front end of the PRYYNT Platform. We will also collect basic information including your name, business name, business entity, location, email address and phone number. You will also be required to provide a password to access your PRYYNT Account. You must take all reasonable steps to keep the personalised security features of your PRYYNT Account (including your password) safe. You must not share them with anyone, other than appropriately authorised personnel within your business. You must notify us by emailing PRYYNT Support using the details set out above without undue delay if you discover that any of your personalised security features have been lost or stolen or that someone else has used or attempted to use your PRYYNT Account without your authority. Where you are signing on behalf of a business you must be authorised to act on behalf of that business and have the authority to bind the business to these Terms. For these purposes the term “you” will mean you, the natural person who ticks the Acceptance Box or signs where indicated at the end of these Terms, as well as such business.
2. Company Descriptions and Site URL
As part of the process of registering for a PRYYNT Account, you must provide your URL/s for your Website or your iOS/Android link/s and the name under which you do business. These two fields may appear in your User’s order confirmation statements and credit or debit card statements. To avoid customer confusion and transaction disputes, it is important that you enter a description that clearly identifies your business as well as an accurate Website URL. We may ask you for a brand logo.
3. Verification of Identity
We need to verify your identity. If we do, we will require certain information including without limitation your company registration number, your VAT registration number (if applicable) and, if applicable, your date of birth. We may also ask for additional information to help verify your identity Your failure to comply with any of these requests within five (5) days may result in you being deemed ineligible for a PRYYNT Account. You also authorise us to retrieve additional information about you from third parties and other identification services.
After we have collected and verified all your information, we will review it and determine if you are eligible for a PRYYNT Account. We will notify you once application for a PRYYNT Account has been either approved or deemed ineligible.
You agree that PRYYNT is permitted to contact and share information about you, your application for a PRYYNT Account (including whether you are approved or declined) and the use of the Service by your Users, with PRYYNT Suppliers. This includes sharing information
(i) about transactions for regulatory or compliance purposes,
(ii) for use in connection with the management and maintenance of the Service,
(iii) to create and update their customer records about you and to assist them in better serving you.
4. Prohibited Businesses
By registering for PRYYNT, you are confirming that you will not use the Service to accept payments in connection with the following businesses, business activities or business practices:
(i) offering substantial rebates or special incentives to any User subsequent to an original purchase;
(ii) engaging in deceptive marketing practices;
(iii) sharing a User’s data with another publisher for payment of an up-sell or cross-sell product or service;
(iv) illegal products or services;
(v) any product or service that infringes upon the copyright, trademark or trade secrets of any third party; or
(vi) any product, service or activity that is deceptive, unfair, predatory or prohibited by PRYYNT.
By accepting these Terms you confirm that you satisfy these requirements and will continue to do so in connection with your making a PRYYNT system available to your Users via your Website.
5. Business Conduct
You agree that you will not solicit or use a User’s data provided in relation to any Print Order for any purpose other than to enable PRYYNT to process that Print Order. For the avoidance of doubt you will not accept payments for Print Orders. You will comply with all applicable laws, rules, regulations and orders of governments having jurisdiction in connection with your use of the Service.
Section III: Processing Print Orders and Receiving Your Payment Share
1. Processing Print Orders
1.1 You agree to allow PRYYNT to process all eligible Print Orders placed by your Users in accordance with any operating guides that we may provide you with from time to time.
1.2 PRYYNT will provide a receipt to the User at the conclusion of each Print Order that includes all information required under applicable law.
1.3 PRYYNT will submit all Print Orders received for processing to a PRYYNT Supplier no later than seven (7) working days from the date of receipt of such order.
1.4 PRYYNT will maintain appropriate records of all Print Orders for a period of at least five (5) years from the date of the transaction. Such records will not include the actual image files submitted by Users with Print Orders. These image files will normally be deleted after 30 days following despatch of each Print Order.
2. Payment and Transaction History
2.1 You will be entitled to your Payment Share of all funds received by PRYYNT from the Users for Print Orders. For the avoidance of doubt you may increase the price at which printed products are offered to your Users via the Service above the Standard Price and you shall be entitled to be paid 100% of the Price Uplift (less any applicable tax on that Price Uplift) as part of your Payment Share. PRYYNT will apply a 2% charge to any Price Uplift to cover its costs for administration and accounting in relation to any Price Uplift and shall deduct this charge from the Payment Share.
2.2 We will direct your Payment Share to the Bank Account you specify in US Dollars. Where payments for Print Orders are received by PRYYNT in currencies other than US Dollars PRYYNT will convert your Payment Share into US Dollars prior to making each payout of the Payment Share. You may also specify additional Bank Accounts denominated in Euros or GB Pounds Sterling to receive Payment Share in those currencies from Print Orders received by PRYYNT respectively in each of those currencies.
2.3 The Bank Account must be held in your business name. You are responsible for the accuracy and correctness of information you supply regarding your Bank Account.
2.4 Your Payment Share of any given Print Order will not be transferred to your Bank Account until we have received funds from the relevant User’s credit or debit card issuer or other payment provider. Payment will be made to your Bank Account of your Payment Share in accordance with the payment process set out in clause 3.1 below.
2.5 After each payout of Payment Share to your Bank Account, we will update the Transaction History for the Users to which such Payment Share relates. The Transaction History of your Users will be available to you when you login to the PRYYNT Website using your PRYYNT Account password. We provide a minimum of one year of Transaction History on the PRYYNT Website.
3. Invoicing and Payment Process
3.1 PRYYNT shall, subject to the provisions of this Clause 3, pay you your Payment Share on a monthly basis not later than the last day of the month following the month in which payment for any relevant Print Orders was received by PRYYNT.
3.2 At the end of each month a statement of your account (including your Payment Share earned in that month) will be posted in your PRYYNT Account, which you can access via the Partner Portal.
3.3 You hereby agree to enter into a self billing arrangement with PRYYNT pursuant to which it is agreed that PRYYNT may issue monthly self billed invoices from you addressed to PRYYNT for your Payment Share showing PRYYNT's name, address and your VAT registration number.
3.4 You agree:
(i) that PRYYNT may issue and accept such self billed invoices raised by PRYYNT on your behalf;
(ii) not to raise separate sales invoices for your Payment Share;
(iii) to notify PRYYNT immediately in the event that (if applicable): a) your VAT registration number changes, b) you cease to be VAT registered, or c) you sell all or part of your business; and
(iv) to ensure that self billed invoices comply with the disclosure rules of the country in which you are resident and the fiscal regime to which you are subject and to inform PRYYNT immediately if any additional information needs to be included on the self billed invoices.
3.5 PRYYNT agrees:
(i) to accept such self billed invoices as a basis for payment of Payment Share to you;
(ii) to inform you in the event that its VAT registration number changes; and
(iii) to inform you in the event that it outsources the issue of self billed invoices to a third party.
3.6 The self billing arrangement will exist for the duration of this Agreement and may be reviewed periodically.
3.7 Notwithstanding any other provision of this Clause 3, PRYYNT shall only be obliged to pay you your Payment Share in any month when the total outstanding Payment Share due to you exceeds USD 50.00 (or EUR 50.00 or GB Pounds Sterling 50.00 in the event that you have specified to receive payment of your Payment Share in those currencies). In the event that you choose to receive your Payment Share in more than one currency this threshold will apply to each currency in which you elect to receive payment. Any Payment Share due to you in any month falling below the aforesaid thresholds shall be carried forward to the following month and shall be paid in accordance with Clause 3.1 when the total due exceeds the specified threshold.
3.8 PRYYNT is not responsible for any action taken by the institution holding your Bank Account that may result in some or all of your Payment Share not being credited to your Bank Account.
3.9 PRYYNT reserves the right to suspend payouts to your Bank Account should it determine it is necessary due to pending disputes or if required by law or court order. If PRYYNT does this it will notify you by email as soon as possible and include the reasons for doing so. PRYYNT will always be willing to discuss any decision to suspend payment with you.
4. Refunds and Returns
4.1 PRYYNT agrees that it will
(i) maintain a fair return, cancellation or adjustment policy;
(ii) disclose its return or cancellation policy to Users at the time of purchase.
Section IV: Termination and Other General Legal Terms
Your agreement with us (which includes these Terms) shall begin upon the date you tick the Acceptance Box or sign where indicated at the end of these Terms and shall continue for as long as you allow your Users to use the Service or until terminated.
You may terminate your agreement with us by closing your PRYYNT Account at any time by following the instructions on the PRYYNT Website. We may terminate our agreement with you and close your PRYYNT Account upon giving you thirty (30) days’ prior notice. We may suspend the Service or terminate this Agreement immediately upon notice to you if:
(i) you breach any of the provisions of this Agreement;
(ii) upon request of a card issuer.
3. Consequence of Termination
3.1 Upon termination and closing of your PRYYNT Account, we will immediately discontinue access of your Users to the Service.
3.2 Upon termination you agree:
(i) immediately to cease offering the Service to your Users,
(ii) to discontinue use of any PRYYNT trademarks and to immediately remove any PRYYNT references and logos from your Website,
(iii) that the licence granted under these Terms shall end, and
(iv) that we may (but shall have no obligation) delete all information and account data stored on our servers.
3.3 Upon termination your Payment Share of any funds received from Users for Print Orders will be paid to you as provided in these Terms.
4. Licence and Grant of Rights
4.1.1 In conjunction with issuing you a PRYYNT Account, where you have opted to receive the standard branded PRYYNT Service, PRYYNT grants you a limited, non-exclusive, revocable, non-transferable licence, without the right to sublicense, to allow your Users to access and use the Service electronically. The Service includes the PRYYNT system. You will be entitled to download updates to the Service when PRYYNT makes these updates available, subject to any additional terms made known to you at that time. We may also periodically make available certain PRYYNT logos, trademarks or other identifiers for your use.
4.1.2 In conjunction with issuing you with a PRYYNT Account, where you have opted to receive the PRYYNT Service on a white label basis, PRYYNT grants you a limited, non-exclusive, revocable, non-transferable licence, without the right to sublicense, to develop, customise and market a Branded User Interface and to allow your Users to access and use the Service electronically via such Branded User Interface. Where you have opted to deliver the PRYYNT Service to Users via a Branded User Interface you undertake that:
(i) your Branded User Interface shall display all relevant terms and conditions for use of the PRYYNT Service;
(ii) you acknowledge and agree that you shall honour all terms in place between you and the Users of the PRYYNT Service;
(iii) you are or will be the rightful owner of all rights (including intellectual property rights) in any Branded User Interface you develop;
(iv) all information you submit to PRYYNT relating to the Branded User Interface is and will be true, accurate, current, and complete;
(v) you will ensure that your Branded User Interface will not imply any endorsement of your or any third party's products or services by PRYYNT;
(vi) you will provide your Branded User Interface and any related services in compliance with all applicable laws and regulations and will deliver the same in compliance with all guidelines delivered to you by PRYYNT from time to time;
(vii) you are responsible for all and any licences required in connection with the Branded User Interface;
4.1.3 The Service, whether you take teh standard PRYYNT Service or opt for the right to develop, customise and market a Branded User Interface includes the PRYYNT System. You will be entitled to download updates to the Service when PRYYNT makes these updates available, subject to any additional terms made known to you at that time. We may also periodically make available certain PRYYNT logos, trademarks or other identifiers for your use.
4.2 You may, whether you have opted to build a Branded User Interface or otherwise, write a software application (“Application”) that interfaces with the Service. You acknowledge that we may change, remove or republish APIs for the Service from time to time, and that it is your responsibility to ensure that your use of the Service is compatible with the current APIs made available by PRYYNT for the Service. PRYYNT will attempt to inform you of any changes with reasonable notice so you can adjust your Application, but we are under no obligation to do so.
4.3 Provided you comply with the terms of this Agreement, you may use any API made available by PRYYNT to execute Applications owned or lawfully obtained by you, including Branded User Interfaces. You are solely responsible for your Applications, including any data, text, images or content contained therein.
4.4 PRYYNT may make available to you, for your installation, copying and/or use in connection with the Service, from time to time, software, data and other content and printed and electronic documentation including, without limitation, content relating to the PRYYNT Website, the PRYYNT System as well as specifications describing the operational and functional capabilities, use limitations, technical and engineering requirements, and testing and performance criteria relevant to the proper use of the Service and its related APIs and technology (“PRYYNT Content”). Subject to your on-going compliance with this Agreement and solely in accordance with its Terms, PRYYNT hereby grants you a limited, non-exclusive, non-transferable, revocable licence, without the right to sublicense, during the Term of this Agreement, under our Intellectual Property Rights in the PRYYNT Content, only to install, copy and use the PRYYNT Content solely in connection with and as necessary for your use of the Service.
4.5 Except as may be expressly authorized under this Agreement you may not, and may not attempt to, modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the PRYYNT System or the PRYYNT Content.
4.6 For purposes of this Agreement, PRYYNT hereby grants to you a limited, non-exclusive, non-transferable, revocable licence, without the right to sublicense, during the Term of this Agreement to display the trade names, trademarks, service marks, logos, domain names of PRYYNT (each a “PRYYNT Mark”) for the purpose of promoting or advertising your use of the Service, solely in accordance with the terms and conditions of this Agreement. PRYYNT acknowledges that you will not wish to avail yourself of this licence where you are making the PRYYNT Service available to Users via a Branded User Interface. Notwithstanding that you may have elected to make the PRYYNT Service available available to Users via a Branded User Interface you hereby grant PRYYNT a limited, non-exclusive, non-transferable licence, without the right to sublicense, during the Term of this Agreement to display your trade names, trademarks, service marks, logos, domain names and similar properties for the purpose of promoting or advertising that you use the Service. In using PRYYNT Marks (if applicable), you may not: (i) display a PRYYNT Mark in any manner that implies a relationship or affiliation with, sponsorship or endorsement by PRYYNT; (ii) use a PRYYNT Mark to disparage PRYYNT or its products or services; or (iii) display a PRYYNT Mark on a site that violates any law or regulation. Notwithstanding the above, PRYYNT may determine in its sole discretion whether its marks may be used in connection with your Application. Furthermore, we may modify any PRYYNT Mark provided to you at any time, and upon notice, you will use only the modified PRYYNT Mark. Other than as specified in this Agreement, You may not use any PRYYNT Mark unless you obtain our prior written consent. You may not remove, obscure or alter any notice of any PRYYNT Mark or other intellectual property or proprietary right appearing on the PRYYNT System or contained within the Service. All uses of the PRYYNT Trademarks and goodwill associated therewith shall inure to the benefit of PRYYNT.
5.1 All rights in the Service not expressly granted to you in this Agreement are expressly reserved to PRYYNT. The Service is protected by copyright, trade secret and other intellectual or industrial property laws. PRYYNT owns all Intellectual Property Rights in the Service. These Terms do not grant you any rights to PRYYNT trademarks or service marks save to the extent we authorise you to use them in connection with your offering the Service to your Users.
5.2 We may from time to time invite you to submit Ideas. By submitting any Idea, you agree that this will not place PRYYNT under any fiduciary or other obligation, and that PRYYNT is free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission of an Idea, PRYYNT does not waive any rights to use similar or related ideas previously known to PRYYNT, or developed by its employees, or obtained from sources other than you.
5.3 Nothing in this Agreement transfers or assigns to us any of your intellectual property rights in any Branded Users Interface which you may have developed or other technology, products or services and nothing in this Agreement transfers or assigns to you any intellectual property rights in PRYYNT's technology, products, services or PRYYNT Marks.
6. Representation and Warranties
You represent and warrant to us that:
(i) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform this Agreement;
(ii) the name identified by you when you registered is your name or business name under which you sell goods and services;
(iii) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service by other parties.
7. No Warranties
7.1 The Service (including the PRYYNT system) and all accompanying documentation are provided on an “as is” and “as available” basis, without any warranties or conditions, either express, implied, or statutory, including without limitation any implied warranties of merchantable quality, fitness for a particular purpose, and non-infringement.
7.2 No advice or information, whether oral or written, obtained by you from or through the Service or from PRYYNT or any PRYYNT Suppliers will create any warranty.
7.3 We do not warrant that the Service is accurate, reliable or correct; that the Service will meet your requirements or the requirements of your Users; that the Service will be available at any particular time or location; that the Service will function in an uninterrupted manner or be secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components.
7.4 Any subject matter downloaded or otherwise obtained through the use of the Service is downloaded at your own risk.
7.5 Neither PRYYNT nor the PRYYNT Suppliers endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, or featured in any banner or other advertising,
8. Limitation of Liability
8.1 This clause sets out the entire financial liability of the parties to each other in respect of:
(i) any breach of these Terms;
(ii) any use made by Users of the Service; and
(iii) any representation, statement or tortious act or omission (including negligence) made by either party to the other.
8.2 Without limiting the other provisions of this clause 8, the cumulative liability of each party to the other shall be limited to direct damages and in all events shall not exceed ten thousand pounds (GBP 10,000.00) or the value of all Print Orders made via the PRYYNT system on the Partner's Website during the six (6) month period immediately preceding the event giving rise to the claim for liability whichever is the less.
8.3 Neither party (including their respective directors, officers and affiliates) shall, under any circumstances, be liable to the other for any indirect, incidental, consequential, punitive, special or exemplary damages or for lost profits, loss of data, loss of revenue, loss of savings or any other pure economic loss arising out of, in connection with or relating to these Terms or the Service, including without limitation the use of, inability to use, or unavailability of the Service, regardless of the legal theory upon which any claim is based, even if such damages were reasonably foreseeable.
8.4 Under no circumstances will either party be responsible to the other for any damage, loss or injury resulting from hacking, tampering or other unauthorised access or use of the Service or the Partner's PRYYNT Account or the information contained therein.
8.5 Neither party shall have any liability or responsibility to the other for:
(i) property damage, of any nature whatsoever;
(ii) unauthorised access to or use of servers used in connection with the Service and/or any and all personal information stored therein;
(iii) interruption or cessation of transmission to or from the Service;
(iv) software bugs, viruses, trojan horses, or other harmful code that may be transmitted to or through the Service;
(v) errors, inaccuracies or omissions in any content or information, for any loss or damage incurred as a result of the use of any content or information, in each case posted, emailed, stored, transmitted, or otherwise made available through the Service;
(vi) user content or the defamatory, offensive, or illegal conduct of any third party; and/or
(vii) infringement of any copyright or other intellectual property rights in any image uploaded by any User which is included in any Print Order.
8.6 Nothing in these Terms excludes the liability of either party to the other for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation.
8.7 The limitations in this clause shall apply in every situation to the fullest extent permitted by law in any applicable jurisdiction even if the other party has been advised of the possibility of such damage.
9.1 Each party undertakes that, save for Ideas freely submitted, it shall not at any time disclose to any person any Confidential Information disclosed to it by the other party except as permitted by clause 9.2 and 9.3. For the avoidance of doubt the disclosure by either party to the other of all and any details of any business plan and technology, techniques, operations, software programs, computer systems and design, communications networks, product development plans, business directions, marketing plans, financial information, bank account details, data arrangments, production schedules and other technical or business information shall be deemed to be confidential and shall fall within the scope of and be governed by the provisions of this Clause 9.
9.2 Each party may disclose the other party’s Confidential Information:
(i) to its employees, officers, agents, consultants or subcontractors (Representatives) who need to know such information for the purposes of carrying out the party's obligations under these Terms, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this clause 9 as though they were a party to these Terms. The disclosing party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in this clause; and
(ii) as may be required by law, court order or any governmental or regulatory authority.
9.3 For the purpose of these Terms the following information shall not be treated as Confidential Information:
(i) information which is public knowledge save by reason of a breach of the provisions of this clause 9;
(ii) information supplied by a third party fully entitled to disclose the same;
(iii) information which was in the recipient's possession prior to receipt from the other party;
(iv) information which was developed independently without the use of Confidential Information.
9.4 Each party reserves all rights in its own Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in these Terms are granted to the other party or to be implied from these Terms. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by either party now or in the future.
10. Choice of Law
These Terms shall be construed and interpreted in all respects in accordance with English law and the courts in England shall have exclusive jurisdiction over any dispute arising hereunder.
11. Right to Amend
We may on giving thirty (30) days’ prior notice modify any of these Terms at any time and may change, delete, discontinue, or impose conditions on any feature or aspect of the Service. Notice of any such modification will be posted on the PRYYNT Website. PRYYNT is required to send the Notice as an email to the email address of the Partner specified at the end of these Terms as well. You will be deemed to have agreed to the changes unless you notify us to the contrary in writing to PRYYNT’s email address specified at the end of these Terms. before the proposed date of the change and any use of the Service after the notified date of proposed implementation of any such changes shall constitute your acceptance of these Terms or the Service as modified. If the proposed modifications are unacceptable to you, you must terminate your agreement with us and procure that your Users cease using the Service.
12. Force Majeure
Neither party will be liable for failure (or delay) in performing any obligation under these Terms where such failure or delay is caused by such events as telecommunications or internet failures, power failures, equipment failures, strikes, riots, war, terrorist attack, non-performance of vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control.
The following clauses of these Terms, shall survive and remain in effect despite termination of our agreement with you: 3, 5, 6, 7, 8, 9 10, and this Clause 13 of this Part 2.
14.1 Waiver: Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.
14.2 Severance. If any provision of these Terms is judged to be illegal or unenforceable it shall be severed herefrom and such illegality or unenforceability shall not affect the continuation of the remainder of the provisions which shall continue in full force and effect.
14.3 Assignment. These Terms and any rights and licences granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction.
14.4 Third Party Rights. These Terms do not confer any rights on any person or party pursuant to the Contracts (Rights of Third Parties) Act 1999.
14.5 Entire Agreement: These Terms and all policies and procedures that are incorporated herein by reference constitute the entire agreement between you and PRYYNT with respect to the provision of the Service. In the event of a conflict between these Terms and any other PRYYNT agreement or policy, these Terms shall prevail.
4. PART 3 - SCHEDULE OF TERMS
This Schedule contains a set of capitalised expressions which have been used throughout the Terms. The precise meaning of each expression is set out next to it.
PRYYNT: PRYYNT Limited (Company No 08953835, VAT registration No 209 9069 85, EORI No GB209906985000), a company incorporated in England and Wales whose principal place of business is at 7-9 Baker's Yard, Baker's Row, London, EC1R 3DD.
we, our or us: PRYYNT.
Partner: means you, the person who has registered with PRYYNT and either ticked the Acceptance Box or signed where indicated at the end of these Terms and any person ticking the Acceptance Box or signing where indicated at the end of these Terms on behalf of a legal entity that represents in doing so he has the authority to bind such entity.
you, your: Partner.
Acceptance Box: that box which you must tick to accept these Terms when you register with PRYYNT (unless you sign where indicated at the end of these Terms) and which, by so ticking, will enable you to download the PRYYNT System.
Bank Account: your bank account details of which you provide in your PRYYNT Account or subsequently notify to us.
Branded User Interface: an interface developed on the front end of the PRYYNT Platform which enables any Partner who has opted for a licence to develop such an interface to offer the PRYYNT Service to its Users on a 'white label' basis.
Confidential Information: information of a confidential nature concerning the business or affairs of the other party, including information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers.
Customer Terms of Service: the terms on which Print will accept and fulfil Print Orders from Users.
Ideas: Comments or ideas about the Service, including without limitation about how to improve the Service or our products.
Intellectual Property Rights: all patent rights, copyright rights, database rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual or industrial property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any province, state, country, territory or other jurisdiction.
Partner Portal: a portal on the PRYYNT Website which can be accessed via a password we will send you and which will give you access to Transaction History and other data about Users who place Print Orders with us.
Payment Share: 30% of the Standard Price plus any Price Uplift less any bank charges incurred in making any payment. In calculating Payment Share the number arrived at after applying the agreed 30% to the Standard Price to each Print Order will be rounded down to the smallest unit in the applicable currency (ie a figure of US$3.572 will be rounded down to US$3.57).
Price Uplift: any uplift in the price charged for Print Orders over and above the Standard Price (excluding a 2% administration charge and any shipping costs, fees to payments providers and any duty and tax that we may be required to levy on such uplift).
Print Order(s): orders for printed products made by Users via the Service.
PRYYNT Account: your account with PRYYNT which will contain the Transaction History of all Users who place Print Orders via the PRYYNT system on your Website.
PRYYNT Share: 70% of the Standard Price.
PRYYNT Supplier: printing contractors, delivery contractors or other applicable contractors appointed by PRYYNT to fulfil Print Orders.
PRYYNT System: PRYYNT's proprietary technology platform including its proprietory software development kits (SDKs), application programming interfaces (APIs), web widgets, programming tools and any accompanying or related documentation, source code, executable applications and other materials made available to you by PRYYNT.
PRYYNT Website: pryynt.com
Service or PRYYNT Service: PRYYNT’s proprietary centrally run, web and mobile-accessed, print management service.
Service Registration Page: that page on the PRYYNT Website through which PRYYNT partners may subscribe to the Service.
Standard Price: the recommended retail price for Print Orders as notified by PRYYNT to you from time to time (less all cancellations, refunds, shipping costs, fees to payments providers, currency exchange charges and any duty and tax that PRYYNT may be required to deduct from the price). For ease of accounting given variations of costs, fees and other charges across multiple jurisdictions such costs, fees and charges will sometimes need to be applied by PRYYNT on an aggregated basis and will not necessarily be calculated individually. PRYYNT's decision in this respect is final and is not negotiable.
Support: online support to help you resolve any issues relating to your use of the PRYYNT system and the distribution of your Payment Share.
Terms: these terms and conditions (Agreement).
Transaction History: information in your PRYYNT Account regarding Print Orders processed and settled for Users via the Service and Payment Share due and paid to you in respect of those Print Orders which you can access via the Partner Portal.
User: any party visiting your Website who wishes to use the Service.
Website: your website or mobile application platform
Last Updated: 5th September 2015