TERMS AND CONDITIONS OF SUPPLY
Last updated: 01/05/2015
These Terms will apply to any contract between us for the sale of Services to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Services from our site. Please note that by ordering any of our Services, you agree to be bound by these Terms and the other documents expressly referred to in it.
You should print a copy of these Terms or save them to your computer for future reference.
We amend these Terms from time to time as set out in clause 7. Every time you wish to order Services, please check these Terms to ensure you understand the terms that will apply at that time. These Terms were most recently updated on 1st May 2015.
These Terms, and any Contract between us, are only available in English.
Information about us
We operate the website uk.pixelz.com. We are Pixelz UK IVS, a company registered in Denmark under company number 36406488 and with our registered office at Glarmestervej 18B, 8600 Silkeborg, Denmark. We are VAT registered in the United Kingdom. Our VAT number is 205 6832 18.
To contact us, please see our Contact Us page.
For best results, please submit images that meet our guidelines for resolution and file format. We work hard to make sure the edited images returned to you are the quality our customers have come to expect from us. The returned image will be deemed accepted by you upon receipt, unless within seven (7) days you reject the image using the ‘Quality Inspector’ tool or contact us via email or telephone. We are committed to customer satisfaction and will work with you to correct any error as determined in our sole discretion, including but not limited to re-performing the services to correct such an error. You will review any corrected image and accept or reject the same in accordance with this Section 2 (“Our Services”). This process shall repeat itself until the returned image is deemed accepted. We delete from our system all images approximately thirty (30) days after their respective acceptance. We are not responsible for the quality of returned images if the image you originally submitted does not meet our then-current guidelines.
All Services shown on our site are subject to availability. We will inform you by email as soon as possible if the Service you have ordered is not available and we are unable to process your order if made.
How we use your personal information
We provide Services exclusively to business customers and not to consumers. You warrant and confirm that you are acting as a business or on behalf of a business and you confirm that you have authority to bind any business on whose behalf you use our site to purchase Services.
How the contract is formed between you and us
Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process. Your order will be accepted by us upon verified payment.
We return your completed images to you via a public web address (e.g., URL). Although we take precautions to make your edited image available only to you, there are inherent security limitations in a public web address which we cannot and will not rectify and for which we will not be liable. You are able to retrieve your edited images by downloading them from our website, and in addition we may permit retrieval through an FTP server, API or other mechanism. We offer different service pricing based on different requested delivery dates. We prioritise our orders based on requested delivery dates and we recognise that we will have satisfied and returning customers if we meet the requested delivery dates. We will use commercially reasonable efforts to deliver your image within the time frame requested, but we will not guarantee that an order will meet its requested delivery date. If the actual date we return your edited image is in a different delivery tier from the price you paid (e.g., you paid for 24 hour service but we returned the image within 72 hours), you may contact us through your account page, detail the date ordered, the requested delivery date and the date actually delivered, and we will refund any difference as if you had requested the delivery date in which we actually delivered the edited image. In rare instances, particularly large orders may surpass our processing capacity for a requested delivery date, in which case we will contact you to determine how best to restructure your order. Delivery will be completed when we make the image available to you as specified.
Images and Indemnity
You are solely responsible for the images you submit. We review submissions for inappropriate material and reserve the right in our sole discretion to reject any image for any reason or no reason; however, our acceptance of an image for processing should not be construed as a determination of your rights to use the image. By submitting an image to us, you represent and warrant that you have the legal authority to enter into the Contract, that you have the right to use any credit card(s) or other payment means used to initiate any transaction, that any images you submit to us do not contain any materials (such as malicious software code or viruses) that may harm our or our subcontractors’ property, and you hereby grant us a non-exclusive, worldwide, transferable, royalty-free, sublicensable (through multipletiers of sublicenses including but not limited to our subcontractors) perpetual, irrevocable license under all intellectual property rights throughout the world (including but not limited to copyrights, trademarks, trade secret, moral, publicity and privacy rights) to reproduce, modify, edit, make derivate works from, distribute (through multiple tiers), publicly perform and display and otherwise use the image as reasonably necessary for us and our subcontractors to perform the Services.
You agree to indemnify and hold harmless us, our subcontractors, licensors and affiliates and their directors, officers, shareholders, employees and agents from any and all claims, liabilities or expenses (including without limitation legal fees) that arise directly or indirectly from your breach of these Terms or the Contract.
Price of Services
Other than as set out in 10.3 below, the prices of the Services will be as quoted on our site. We reserve the right to change our prices from time to time without prior notice.
The price of a Service quoted on our site excludes VAT. Where applicable, VAT will be added at the applicable current rate chargeable in the UK.
Our site contains a large number of Services. It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. If we discover an error in the price of the Services you have ordered we will inform you of this error and we will give you the option of continuing to purchase the Service at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing.
All payments shall be made in Pounds Sterling. We will process your payment upon submission of your order and will accept your order upon verified payment. We may consider extending a line of credit to large volume, repeat customers on a case by case basis, in which circumstance we will invoice such customers on a monthly basis. You are responsible for paying any applicable taxes, duties or tariffs relating to your order, except taxes on our income.
Notwithstanding the payment terms, all other terms of this Agreement apply to any free trial. Free trials are limited to product images only (e.g., no pet, person, logo or landscape images) and machine-like or automated submissions (e.g., multiple free trial requests from the same IP address) will not be accepted.
Disclaimer of warranties/h3>
EXCEPT FOR THE PROCEDURE SET FORTH IN SECTION 2.1, THE SERVICES ARE PROVIDED “AS IS”. NEITHER US NOR OUR LICENSORS OR SUBCONTRACTORS MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES PROVIDED HEREUNDER. ALL IMPLIED WARRANTIES AS TO SATISFACTORY QUALITY, PERFORMANCE, MECHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR NONINFRINGEMENT ARE EXPRESSLY DISCLAIMED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO SUCH LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
Nothing in these Terms limit or exclude our liability for:
- death or personal injury caused by our negligence; or
- fraud or fraudulent misrepresentation.
Subject to clause 12.1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
- any loss of profits, sales, business, or revenue;
- loss or corruption of data, information or software;
- loss of business opportunity;
- loss of anticipated savings;
- loss of goodwill; or
- any indirect or consequential loss.
Subject to clause 12.1 and clause 12.2, our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Services.
You acknowledge that we have set our prices in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between us. You agree that the limitations and exclusions of liability and disclaimers specified in these Terms are reasonable in all the circumstances.
Events outside our control
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 13.2.
An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs 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 or other natural disaster, or failure of public or private telecommunications networks.
If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
we will contact you as soon as reasonably possible to notify you; and 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.
Communications between us
When we refer, in these Terms, to “in writing”, this will include e-mail.
If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your account.
Please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
Other important terms
We may transfer our rights and obligations under a Contract to another organisation, 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 in writing.
This contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
These Terms are governed by English law. This means that a Contract, 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), will be governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.