Printix Terms of Service

Last modified: May 15, 2018

Please read these Terms and Conditions carefully.

All contracts that the Provider may enter into from time to time for the provision of the Hosted Services and related services shall be governed by these Terms and Conditions, and the Provider will ask the Customer for the Customer’s express written acceptance of these Terms and Conditions before providing any such services to the Customer.

1. Definitions

1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:“Account” means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts;“Affiliate” means an entity that Controls, is controlled by, or is under common Control with the relevant entity;

Agreement” means a contract between the parties incorporating these Terms and Conditions, and any amendments to that contract from time to time;
Business Day” means any weekday other than a bank or public holiday in Denmark;
Business Hours” means the hours of 09:00 to 17:00 CET on a Business Day;

Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” should be construed accordingly);

Customer” means the person or entity identified as such during the signup;

Customer Confidential Information” means: any information disclosed by or on behalf of the Customer to the Provider during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure: was marked as “confidential”; or should have been reasonably understood by the Provider to be confidential;

Customer Data” means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Services by the Customer;

Customer Indemnity Event” has the meaning given to it in Clause 14.3;

Customer Personal Data” means Personal Data that is processed by the Provider on behalf of the Customer in relation to the Agreement;

Documentation” means the documentation for the Services produced by the Provider and delivered or made available by the Provider to the Customer (available at https://printix.net/Manuals);

Effective Date” means the date following the Customer completing and submitting the online Services Order by creating an account (tenant) on the Provider’s website.

Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

Maintenance Services” means the general maintenance of the Platform and Services, and application Updates and Upgrades;

Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Law

Platform” means the platform managed by the Provider at the URL printix.net and used by the Provider to provide the Services, including the application and Desktop Client software for the Services, the system and server software used to provide the Services, and the computer hardware on which that application, database, system and server software is installed;

Provider” means Printix.net Aps, a company incorporated in Denmark (registration number 36086416) having its registered office at Hørkær 20, 2730 Herlev, Denmark;

Provider Indemnity Event” has the meaning given to it in Clause 14.1;

Services” means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;

Services Defect” means a defect, error or bug in the Platform having an adverse effect on the appearance, operation, functionality or performance of the Services, but excluding any defect, error or bug caused by or arising as a result of: any act or omission of the Customer; any use of the Platform or Services contrary to the Documentation, whether by the Customer or by any person authorised by the Customer; a failure of the Customer to perform or observe any of its obligations in the Agreement;

Support Services” means support in relation to the use of, and the identification and resolution of errors in, the Services, but shall not include the provision of training services;

Supported Web Browser” means the current release from time to time of Microsoft Internet Explorer, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing (at https://manuals.printix.net/administrator) shall be supported;

Term” means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

Terms and Conditions” means all the documentation containing the provisions of the Agreement, the main body of these Terms and Conditions and the Schedules, including any amendments to that documentation from time to time;

Update” means a hotfix, patch or minor version update to any Platform software; and

Upgrade” means a major version upgrade of any Platform software.

Written notice” can be in the form of a letter and an email.

2. Term

2.1 The Agreement shall come into force upon the Effective Date.2.2 The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 17.
2.3 Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions.

3. Set Up Services

3.1 Subject to any written agreement of the parties to the contrary, any Intellectual Property Rights that may arise out of the performance of the Set-Up Services by the Provider shall be the exclusive property of the Provider.

4. Services

4.1 The Platform will automatically generate an Account for the Customer on the Effective Date and will provide to the Customer login details for that Account.

4.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Services by means of a Supported Web Browser for the internal business purposes of the Customer in accordance with the Documentation during the Term.

4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations: a) the Services may only be used by the officers, employees, agents and subcontractors of either the Customer or an Affiliate of the Customer; b) the Services may only be used by the named users defined in the Platform, providing that the Customer may change, add or remove a designated named user and c) the Services must not be used at any point in time by more than the number of concurrent users specified in the Administration Panel, providing that the Customer may add or remove concurrent user licences in accordance with.

4.4 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 4.2 is subject to the following prohibitions: a) the Customer must not sub-license its right to access and use the Services; b) the Customer must not permit any unauthorised person to access or use the Services; c) the Customer must not republish or redistribute any content or material from the Hosted Services; and

4.5 The Customer shall use reasonable endeavours, including reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the Services using an administrator Account.

4.6 The Customer must comply with the Acceptable Use Policy, and must ensure that all persons using the Services with the authority of the Customer or by means of an administrator Account comply with Acceptable Use Policy.

4.7 The Customer must not use the Services in any way that causes, or may cause, damage to the Services or Platform or impairment of the availability or accessibility of the Services.

4.8 The Customer must not use the Services: a) in any way that is unlawful, illegal, fraudulent or harmful; or b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

4.9 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.

4.10 The Provider may suspend the provision of the Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Services on this basis.

5. Maintenance Services

5.1 The Provider shall provide the Maintenance Services to the Customer during the Term.

5.2 The Provider shall provide the Maintenance Services with reasonable skill and care.

5.3 The Provider shall provide the Maintenance Services in accordance with the Service Level Agreement (https://www.printix.net/sla).

5.4 The Provider may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.

6. Support Services

6.1 If the customer has purchased Support Services, the Provider shall provide Support Services according to the SLA, to the Customer during the Term. If the customer has NOT subscribed or paid for any Support Services, then the customer does not have any support or maintenance SLA included, except the documentation located at http://manuals.printix.net.

6.2 The Provider shall provide the Support Services in accordance with the standards of skill and care reasonably expected from a leading service provider in the Provider’s industry.

6.3 The Provider shall provide the Support Services in accordance with the Service Level Agreement (https://www.printix.net/sla).

6.4 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer a written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

7. No assignment of Intellectual Property Rights

7.1 Nothing in the Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.

8. Charges

8.1 The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions.

8.2 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated inclusive of any applicable value added taxes / exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.

8.3 The Provider may elect to vary any element of the Charges.

9. Billing, Plan Modifications and Payments

9.1 The Provider shall issue invoices for the Charges to the Customer on a monthly basis during the Term.

9.2 The Customer must have a credit card registered at the Providers’ Service, so Charges to customer can be paid immediately.

9.3 The Customer must pay the Charges by debit card, credit card or using such payment details as are notified by the Provider to the Customer from time to time.

9.4 If the Customer does not pay any amount properly due to the Provider under these Terms and Conditions, the Provider may: a) charge the Customer interest on the overdue amount at the rate of 8% per annum above the Danish National Banks’ base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month).

9.5 Unless otherwise indicated, all charges associated with Customer access to and use of the Service (“Subscription Charges”) are charged in arrears for usage.

9.6 The Printix Service provides an interface for the Account owner to change credit card information (e.g. upon card renewal). The Account owner will receive a receipt upon each receipt of payment by the Payment Agent, or they may obtain a receipt from within the Service to track subscription status.

9.7 You agree to promptly update your Account information with any changes (for example, a change in Your billing address, VAT number or credit card expiration date) that may occur. The Payment Agent uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use Your billing information except to process Your credit card information for the Payment Agent.

9.8 If you fail to pay your Subscription Charges within five (5) business days of Our notice to You that payment is due or delinquent, or if You do not update payment information upon Our request, in addition to Our other remedies, we may suspend or terminate access to and use of such Service by You, Agents and End-Users.

9.9 No refunds or credits for Subscription Charges or other fees or payments will be provided to You if You elect to downgrade Your Service Plan. Downgrading Your Service Plan may cause loss of content, features, or capacity of the Service as available to You under Your Account, and Printix does not accept any liability for such loss.

10. Warranties

10.1 The Provider warrants to the Customer that: a) the Provider has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions; b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider’s rights and the fulfilment of the Provider’s obligations under these Terms and Conditions; and c) the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.

10.2 The Customer warrants to the Provider that it has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement.

10.3 All of the parties’ warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

11. Acknowledgements and warranty limitations

11.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Services will be wholly free from defects, errors and bugs.

11.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Services will be entirely secure.

11.3 The Customer acknowledges that the Services are designed to be compatible only with that software and those systems specified as compatible in the Services Specification at http://manuals.printix.net/administrator; and the Provider does not warrant or represent that the Services will be compatible with any other software or systems.

11.4 The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, the Provider does not warrant or represent that the Services or the use of the Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

12. Indemnities

12.1 The Provider shall indemnify and shall keep indemnified the Customer against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Customer and arising directly or indirectly as a result of any breach by the Provider of these Terms and Conditions (a “Provider Indemnity Event “).

12.2 The Customer must: a) upon becoming aware of an actual or potential Provider Indemnity Event, notify the Provider; b) provide to the Provider all such assistance as may be reasonably requested by the Provider in relation to the Provider Indemnity Event; c) allow the Provider the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Provider Indemnity Event; and d) not admit liability to any third party in connection with the Provider Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Provider Indemnity Event without the prior written consent of the Provider, and the Provider’s obligation to indemnify the Customer under Clause 12.1 shall not apply unless the Customer complies with the requirements of this Clause 12.2.

12.3 The Customer shall indemnify and shall keep indemnified the Provider against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Provider and arising directly or indirectly as a result of any breach by the Customer of these Terms and Conditions (a “Customer Indemnity Event “).

12.4 The Provider must: a) upon becoming aware of an actual or potential Customer Indemnity Event, notify the Customer; b) provide to the Customer all such assistance as may be reasonably requested by the Customer in relation to the Customer Indemnity Event; c) allow the Customer the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Customer Indemnity Event; and d) not admit liability to any third party in connection with the Customer Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Customer Indemnity Event without the prior written consent of the Customer, and the Customer’s obligation to indemnify the Provider under Clause 12.3 shall not apply unless the Provider complies with the requirements of this Clause 12.4.

12.5 The indemnity protection set out in this Clause 12 shall be subject to the limitations and exclusions of liability set out in the Agreement.

13. Limitations and exclusions of liability

13.1 Nothing in the Agreement will: a) limit or exclude any liability for death or personal injury resulting from negligence; b) limit or exclude any liability for fraud or fraudulent misrepresentation; c) limit any liabilities in any way that is not permitted under applicable law; or d) exclude any liabilities that may not be excluded under applicable law.

13.2 The limitations and exclusions of liability set out in this Clause 13 and elsewhere in the Agreement: a) are subject to Clause 13.1; and b) govern all liabilities arising under the Agreement or relating to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in the Agreement.

13.3 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.

13.4 Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.

13.5 Neither party shall be liable to the other party in respect of any loss of revenue or income.

13.6 Neither party shall be liable to the other party in respect of any loss of use or production.

13.7 Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.

13.8 Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software; providing that this Clause 13.8 shall not protect the Provider unless the Provider has fully complied with its obligations under the Printix Data Protection Agreement.

13.9 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

14. Force Majeure Event

14.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

14.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must: a) promptly notify the other; and b) inform the other of the period for which it is estimated that such failure or delay will continue.

14.3 A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

15. Termination

15.1 The Provider may terminate the Agreement by giving to the Customer not less than 90 days’ written notice of termination, expiring at the end of any calendar month. The Customer may terminate the Agreement by giving to the Provider not less than 30 days’ written notice of termination.

15.2 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

a) the other party commits any breach of the Agreement, and:

i. the breach is not remediable; or

ii. the breach is remediable, but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or

b) the other party persistently breaches the Agreement (irrespective of whether such breaches collectively constitute a material breach).

15.3 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

a) the other party:

i. is dissolved;

ii. ceases to conduct all (or substantially all) of its business;

iii. is or becomes unable to pay its debts as they fall due;

iv. is or becomes insolvent or is declared insolvent; or

v. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement);

d) if that other party is an individual:

i. that other party dies;

ii. as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

iii. that other party is the subject of a bankruptcy petition or order.

15.4 The Provider may terminate the Agreement immediately by giving written notice to the Customer if:

a) any amount due to be paid by the Customer to the Provider under the Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

b) the Provider has given to the Customer at least 30 days’ written notice, following the failure to pay, of its intention to terminate the Agreement in accordance with this Clause 15.4.

16. Effects of termination

16.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4.9, 9.2, 9.4, 12, 13, 16, 18, 19, 20, 21, 22.1, 22.2, 23, 24 and 25.

16.2 The termination of the Agreement shall not affect the accrued rights of either party.

16.3 Within 30 days following the termination of the Agreement for any reason:

a) the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of the Agreement; and

b) the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of the Agreement, without prejudice to the parties’ other legal rights.

c) On termination of the agreement the Provider will delete all Customer Data (including existing copies) from Providers systems within a maximum period of 180 days, unless EU or EU Member State law requires storage. Aggregated and anonymized data for AI and benchmarking purposes may be stored by Provider after termination of the agreement. ALL personal data will be deleted.

17. Notices

17.1 Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods (using the relevant contact details set out in and Clause 17.2):

a) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery;

b) sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting; or

c) sent via email,

providing that if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

17.2 The Provider’s contact details for notices under this Clause 17 are as follows: Printix.net ApS, Hørkær 20, DK-2730 Herlev, Denmark. Email: Info@printix.net.

18. Assignment

18.1 The Customer hereby agrees that the Provider may assign, transfer or otherwise deal with the Provider’s contractual rights and obligations under these Terms and Conditions.

18.2 The Customer must not assign, transfer or otherwise deal with the Customer’s contractual rights and/or obligations under these Terms and Conditions without the prior written consent of the Provider, such consent not to be unreasonably withheld or delayed, providing that the Customer may assign the entirety of its rights and obligations under these Terms and Conditions to any Affiliate of the Customer or to any successor to all or a substantial part of the business of the Customer from time to time.

19. No waivers

19.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

19.2 No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any breach of that provision or any other provision of the Agreement.

20. Severability

20.1 If a provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

20.2 If any unlawful and/or unenforceable provision of the Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

21. Third party rights

21.1 The Agreement is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.

21.2 The exercise of the parties’ rights under the Agreement is not subject to the consent of any third party.

22. Variation

22.1 The Agreement may not be varied except in accordance with Clause 22.

22.2 The Agreement may be varied by means of a page published on https://www.printix.net/terms.

22.3 The Provider may vary the Agreement by giving to the Customer at least 30 days’ written notice of the proposed variation, providing that if the Provider gives to the Customer a notice under this Clause 22.3, the Customer shall have the right to terminate the Agreement by giving written notice of termination to the Provider at any time during the period of 14 days following receipt of the Provider’s notice.

23. Entire agreement

23.1 The main body of these Terms and Conditions and the Printix Data Processing Agreement (https://www.printix.net/dpa) and the Service Level Agreement (https://www.printix.net/sla) and Privacy Policy (https://www.printix.net/privacy) shall constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

23.2 Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.

23.3 The provisions of this Clause 23 are subject to Clause 13.1.

24. Law and jurisdiction

24.1 The Agreement shall be governed by and construed in accordance with Danish law.

24.2 Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of Denmark.

25. Interpretation

25.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to: a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and b) any subordinate legislation made under that statute or statutory provision.

25.2 The Clause headings do not affect the interpretation of these Terms and Conditions.

25.3 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

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