Terms and Conditions

1 Interpretation

1.1

The definitions and rules of interpretation in this §1.1 apply in this agreement.

1.1.1

Account means a registered identity in PrintNode’s database having a user name, a password and associated data and functionality to enable manual or automated use of the PrintNode system, which may be associated with the Customer or any Authorised User accessing the Services and the Software via a Sub Account.

1.1.2

Action means a single use of a ‘print’ as described by PrintNode in the Documentation.

1.1.3

Action Overage Cost means the price payable for Actions (on a per Action basis) beyond the applicable Included Actions during the Subscription Term purchased by the Customer from PrintNode in accordance with §4.1 at the price specified by PrintNode from time to time on the Website payable by the Customer in accordance with §10 (which may be increased by PrintNode in accordance with §10.5.1) and the term Action Overage means the associated fees.

1.1.4

Authorised Users means those employees, agents and independent contractors of the Customer, and any Third Party Users and the employees, agents and independent contractors of any Third Party Users (whether or not they are accessing the Services and/or the Software via a Sub Account) that are authorised by the Customer to use the Services, Software, and/or the Documentation in accordance with §2.2.

1.1.5

Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

1.1.6

Computer means the Customer or other third parties’ (including Third Party Users’) computer(s) or server(s) on which the Computer Software can be downloaded to enable the Customer’s use of the Services.

1.1.7

Computer Limit means the cap on the number of Computer(s) the Customer may connect (or, at the Customer’s option, may enable Third Party Users to connect via the Customer’s Subscription) to the Services via the Computer Software at any one time as offered by PrintNode and accepted by the Customer when the Customer placed its order for the Services or took out a Free Trial (which may be changed by PrintNode in accordance with §4.2.1 or §4.7).

1.1.8

Computer Software means PrintNode’s software required for use of the Services, made available to the Customer and any Third Party User for download onto a Computer by PrintNode via the Website, which may be installed and used on servers or systems of the Customer, or the servers or systems of any Third Party User at the option of the Customer, to connect to the Services and thereby activate a Computer, solely in accordance with this agreement.

1.1.9

Confidential Information means information of commercial value, in whatever form or medium, disclosed by a party to the other party, including commercial or technical know-how, technology, information pertaining to business operations and strategies, and, for clarity, including (in the case of PrintNode’s information), information pertaining to customers, pricing and marketing information relating to the Services or any of its constituent parts and the Software or any of its parts or any other information a reasonable businessperson would determine to be confidential.

1.1.10

Customer means the person that uses the Services under a Free Trial or having paid PrintNode the Subscription Fees (and such other additional charges payable to PrintNode) and party to this agreement.

1.1.11

Customer Data means the data inputted by the Customer and its Authorised Users, or PrintNode on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

1.1.12

Customer Product means software owned by the Customer and/or its licensors that the Customer may integrate or integrates the Software and/or the Services with.

1.1.13

Documentation means any documents (as may be amended from time to time) made available to the Customer and/or any of the Authorised Users by PrintNode which sets out a description of the Services and/or the Platform and the user instructions for use of the Services and/or the Software from time to time.

1.1.14

Effective Date means the date on which the Customer receives confirmation in writing from PrintNode that PrintNode has accepted the Customer’s online order through the Website for use of the Services.

1.1.15

EULA means the applicable end user licence agreement, subject to the type of Service and/or Software which may be accessed by an Authorised User in connection with this agreement from time to time, between PrintNode and the applicable Authorised User in the form(s) set out at https://www.printnode.com/en/eula and any amendments to the same which are notified by PrintNode to the Customer from time to time.

1.1.16

Free Trial means any opportunity granted by PrintNode for the Customer (and its Authorised Users) to use the Services free of charge so that the Customer can evaluate whether those Services meet its needs.

1.1.17

Free Trial Period means the duration of any Free Trial as agreed to by PrintNode in writing.

1.1.18

Initial Subscription Term means the initial term of the agreement, offered by PrintNode and accepted by the Customer when the Customer placed its order to use the Services:

1.1.18.1: in the case of monthly Subscriptions, 1 calendar month; or
1.1.18.2: in the case of annual Subscriptions, 1 calendar year.

1.1.19

Integrator Account means a type of Subscription which enables the Customer to create Sub Accounts, solely in accordance with this agreement.

1.1.20

Included Actions means the number of Actions the Authorised Users may perform per month or per year, as the case may be, without having to pay Action Overage as described in §4.1.1, as offered by PrintNode and accepted by the Customer when the Customer placed its order for the Services or took out a Free Trial (which may be changed by PrintNode in accordance with §4.2.1 or §4.7).

1.1.21

Included Sub Accounts means the number of Sub Accounts that the Customer, having purchased an Integrator Account, may use per month without having to pay a Sub Account Overage as described in §4.1.2, as offered by PrintNode and accepted by the Customer when the Customer placed its order for the Services or took out a Free Trial (which may be changed by PrintNode in accordance with §4.2.1 or §4.7).

1.1.22

Platform means PrintNode’s infrastructure and cloud computing platform and runtime environment, as described in the Documentation.

1.1.23

PrintNode means a company incorporated and registered in England and Wales with company number 10383892, whose registered office is at 2 Manor Farm Court Old Wolverton Road, Old Wolverton, Milton Keynes, Buckinghamshire, England, MK12 5NN.

1.1.24

PrintNode API means the HTTPS API exposed online at api.printnode.com (and other hostnames as specified by PrintNode from time to time) as documented on PrintNode’s website https://www.printnode.com and which enables manual and automated interaction with PrintNode’s systems to allow the Customer to retrieve data, execute prints, manage its Account and use other functionality offered by PrintNode.

1.1.25

PrintNode’s Data Retention Policy means PrintNode’s data retention policy governing the retention period of Customer Data within the Platform provided by the Customer to PrintNode in connection with the Services available at https://www.printnode.com/en/data-retention (as amended from time to time) or such other website address as may be notified to the Customer from time to time.

1.1.26

PrintNode’s DPA means PrintNode’s Data Processing Agreement made available to the Customer by PrintNode online linked to here https://www.printnode.com/en/data-processing as amended from time to time.

1.1.27

PrintNode’s Privacy Policy means PrintNode’s privacy policy available online here https://www.printnode.com/en/privacy-policy, as amended from time to time.

1.1.28

Renewal Period means a period beyond the Initial Subscription Term during which the agreement shall continue pursuant to §14.1.

1.1.29

Services means the subscription services for the provision of access to and use of the Software as more particularly described in the Documentation.

1.1.30

Software means the Platform, the online software applications, and the Computer Software offered by PrintNode in connection with the Services and accepted by the Customer when the Customer placed its order to use the Services or took out a Free Trial, or when the Customer downloaded the Computer Software before placing an order to use the Services, as more particularly described in the Documentation, and any modifications made by PrintNode to the same including any updates, new release, or new versions.

1.1.31

Sub Account means an Account which may be generated by a Customer by using the functionality of an Integrator Account and through which the Customer can provide an Authorised User with access to the Services and/or Software if the Customer has purchased an Integrator Account from PrintNode in accordance with this agreement.

1.1.32

Sub Account Overage Cost means the price payable for Sub Accounts, where the Customer has an Integrator Account, beyond the applicable Included Sub Accounts during the Subscription Term purchased by the Customer from PrintNode in accordance with §4.1 at the price specified by PrintNode from time to time on the Website payable by the Customer in accordance with §10 (which may be increased by printnode in accordance with §10.5.1) and the term Sub Account Overage means the associated fees.

1.1.33

Subscription means the subscription purchased by the Customer from PrintNode which entitles Authorised Users to access and use the Services and the Documentation in accordance with this agreement and for the amount of Actions and/or Computers, as the case may be, commensurate with the Subscription Fees paid by the Customer and any additional Actions purchased by the Customer.

1.1.34

Subscription Fees means the subscription fees payable by the Customer to PrintNode for the Subscription as set out by PrintNode on its Website from time to time and accepted by the Customer when the Customer placed or places (as the case may be) its order to use the Services in accordance with this agreement – payable by the Customer in accordance with §10.

1.1.35

Subscription Term has the meaning given to it in §14.1.

1.1.36

Third Party User means a person who enters into:

1.1.36.1: an agreement with the Customer for use of the Software and/or the Services; and
1.1.36.2: a EULA with PrintNode.

1.1.37

UK Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the United Kingdom.

1.1.38

VAT means value added tax chargeable under the Value Added Tax Act 1994 and any similar additional tax or any other similar turnover, sales or purchase tax or duty levied in any other jurisdiction.

1.1.39

Virus means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.1.40

Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

1.1.41

Website means PrintNode’s website https://www.printnode.com/.

1.2

Clause and paragraph headings shall not affect the interpretation of this agreement.

1.3

A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

1.4

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6

Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.7

A reference to a statute or statutory provision is a reference to it as it is in force as amended, extended or re-enacted from time to time.

1.8

A reference to a statute or statutory provision shall include all subordinate legislation made under that statute or statutory provision as amended, extended or re-enacted from time to time.

1.9

A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 and, in relation to a party, means any holding company or subsidiary from time to time.

1.10

A reference to writing or written includes email or any other method notified by PrintNode from time to time.

1.11

Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

1.12

References to clauses are to the clauses of this agreement.

2 Access rights

2.1

Subject to:

2.1.1: the Customer paying the Subscription Fees (which may be increased in accordance with §10.5.1) or PrintNode granting the Customer a Free Trial or waiving any Subscription Fees in accordance with §10.6.
2.1.2: the Customer paying any applicable Action Overage or Sub Account Overage in accordance with §10.2.1.2 or §10.2.2.2 (at the applicable Action Overage Cost or Sub Account Overage Cost which may be increased in accordance with §10.5.1 as the case may be;
2.1.3: The Customer not exceeding the aplicable Computer Limit;
2.1.4: the restrictions set out in this §2; and
2.1.5: the other terms and conditions of this agreement,

PrintNode hereby grants to the Customer:

2.1.6: a non-exclusive, non-transferable and revocable right and licence to permit the Authorised Users to access the Software and the Documentation, during the Subscription Term solely for the Customer’s business operations; and
2.1.7: the non-exclusive, non-transferable and revocable right to integrate, combine or redistribute the Services and/or the Software with a Customer Product during the Subscription Term.

2.2

The Customer may from time to time during the Subscription Term permit Third Party Users and their Authorised Users, as the case may be, to access the Services and/or the Software (via a Sub Account or otherwise). The Customer acknowledges and agrees that in permitting a Third Party User’s access to the Services and/or the Software, it is solely responsible for the acts and omissions of any Third Party Users (and their Authorised Users) in their use of the Services and/or the Software.

2.3

If the Customer has purchased an Integrator Account (or has been granted by PrintNode a Free Trial for an Integrator Account), the Customer may create Sub Accounts to permit Authorised Users to use the Services and/or the Software using a Sub Account associated with those Authorised Users. The Customer acknowledges and agrees that the acts and omissions of any Authorised User under a Sub Account shall be considered by the parties to be the acts and omissions of the Customer. The Customer is solely responsible for all usage, charges and expenses (including the Action Overage for any additional Actions purchased in accordance with §4.1.1 or the Sub Account overage for any additional Sub Accounts purchased in accordance with§4.1.2) incurred by its Authorised Users utilising a Sub Account and the Customer further agrees to pay such charges and expenses in accordance with §10.

2.4

The Customer undertakes not to:

2.4.1: purchase the Software and/or the Services from any person other than PrintNode;
2.4.2: combine or redistribute the Services and/or the Software in any way that competes with the business of PrintNode; or
2.4.3: represent itself as an agent of PrintNode for any purpose, nor pledge PrintNode’s credit or give any condition or warranty or make any representation on PrintNode’s behalf or commit PrintNode to any contracts. Further, the Customer shall not without PrintNode’s prior written consent make any representations, warranties, guarantees or other commitments with respect to the specifications, features or capabilities of the Software and/or the Services which are inconsistent with those contained in the Documentation and any of PrintNode’s promotional material (including the EULA) or otherwise incur any liability on behalf of PrintNode howsoever arising.

2.5

For the avoidance of doubt, the Customer’s rights under §2.1.1 and §2.1.2 do not transfer any other right, title, licence or interest in any Services and/or Software to the Customer or to any other person (including Third Party Users).

2.6

The Customer shall not (and shall procure that its Authorised Users shall not) access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that is unlawful or facilitates illegal activity and PrintNode reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer and any Authorised User’s access to the Software and the Services in the event of the Customer’s or its Authorised Users’ breach of the provisions of this §2.6.

2.7

The Customer shall not, and shall procure that its Authorised Users shall not:

2.7.1

except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

2.7.1.1: attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, the Services and/or the Documentation (as applicable) in any form or media or by any means;
2.7.1.2: attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services;

2.7.2

access all or any part of the Software, the Services, and the Documentation in order to build a product or service which competes with the Software, the Services, and/or the Documentation;

2.7.3

except to the extent expressly permitted under this agreement use the Software, the Services, and/or the Documentation to provide services to third parties;

2.7.4

attempt to obtain, or assist third parties in obtaining, access to the Services, the Software, and/or the Documentation, other than as provided under this §2; or

2.7.5

introduce or permit the introduction of, any Virus or Vulnerability into the Services or PrintNode’s network and information systems.

2.8

The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software, the Services, and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify PrintNode.

2.9

The rights provided under this §2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3 EULA

3.1

The terms of this §3 shall apply to the Customer where it permits an Authorised User to access the Services and/or the Software.

3.2

The Customer acknowledges and agrees that any Authorised User’s access to and any use of the Software and/or the Services requires the Authorised User’s acceptance of the EULA.

3.3

The Customer shall:

3.3.1: not authorise, facilitate, enable or knowingly permit any breach of the EULA by any Authorised User;
3.3.2: ensure that, for each Third Party User, their Authorised User that initially accesses the Software and/or the Services in accordance with §3.2 has the full capacity and authority and all necessary consents to enter into the EULA on behalf of each relevant Third Party User; and
3.3.3: take reasonable steps to ensure that each Authorised User complies with the EULA.

4 Additional Actions, additional Sub Accounts and additional Computers

4.1

The Customer may during the Subscription Term:

4.1.1: purchase additional Actions (on a per Action basis) at the Action Overage Cost, by making API requests of the PrintNode API and/or by using or permitting the use of the Software in any other way which consume(s) Actions in excess of the Included Actions; and/or
4.1.2: purchase additional Sub Accounts (on a per Sub Account basis) at the Sub Account Overage Cost, by causing or permitting a Sub Account or Sub Accounts to be used in excess of the Included Sub Accounts or using or permitting the use of the Software in any other way which generates additional Sub Accounts in excess of the applicable Included Sub Accounts.

4.2

The Customer may, from time to time during the Subscription Term, by using the PrintNode API or the Software:

4.2.1: change its Subscription to one which includes a greater number of Actions and/or Computers than its current subscription, in which case PrintNode shall increase the Included Actions and/or the Computer Limit in proportion to the Subscription purchased at the price(s) specified by PrintNode from time to time on the Website and the increased Included Actions and/or Computer Limit shall apply thereafter; and/or
4.2.2: purchase an Integrator Account or change its Integrator Account to one that offers a greater number of Actions and/or Sub Accounts than its current Subscription at the price(s) specified by PrintNode from time to time on the Website and PrintNode shall increase the Included Actions and/or Included Sub Accounts in proportion to the Integrator Account purchased and the increased Included Actions and/or Included Sub Accounts shall apply thereafter;
4.2.3: unless using an Integrator Account, change its Subscription from a monthly Subscription to an annual Subscription.

4.3

If the Customer purchases an Integrator Account and/or changes its Subscription in accordance with §4.2.1 or §4.2.2, the Subscription Fees payable by the Customer to PrintNode in accordance with §10 shall increase pro-rata to the level of the relevant Subscription Fee for the remainder of the Initial Subscription Term or any Renewal Period at the price specified by PrintNode from time to time on the Website, as the case may be, and such increase shall apply for the remainder of the Subscription Term unless the Customer subsequently changes its Subscription in accordance with this §4 (and this agreement shall be deemed to have been amended accordingly).

4.4

If the Customer purchases additional Actions or additional Sub Accounts in accordance with §4.1, the Customer shall pay (in addition to any Subscription Fees) the Action Overage for such additional Actions at the Action Overage Cost and/or the Sub Account Overage for such additional Sub Accounts at the Sub Account Overage Cost in accordance with §10.2.1.2 or §10.2.2.2 as the case may be.

4.5

If the Customer changes from a monthly Subscription to an annual Subscription in accordance with §4.2.3, the Customer shall pay the charges at the price specified by PrintNode from time to time on the Website in accordance with §10.

4.6

The Customer may not change its Subscription to a monthly Subscription where the Customer currently has an annual Subscription or a Subscription which offers a lesser number of Actions, Computers, and/or Sub Accounts, as the case may be, than its current Subscription until the expiry of its current Subscription.

4.7

If the Customer changes its Subscription in accordance with §4.6, the Subscription Fees payable by the Customer to PrintNode in accordance with §10 shall reduce to the relevant lesser Subscription Fee at the commencement of the Renewal Period which, alongside the reduced Included Actions, Computer Limit, and/or Included Sub Accounts, as the case may be, shall apply for the remainder of the Subscription Term unless the Customer subsequently changes its Subscription in accordance with this §4 (and this agreement shall be deemed to have been amended accordingly).

4.8

Unless PrintNode otherwise agrees in writing or it would otherwise be unlawful, the Customer shall not be entitled to any refund, rebate, or discount from PrintNode as a result of:

4.8.1: changing its Subscription;
4.8.2: suspending or deleting any Account or Sub Account; or
4.8.3: any other modification to the Customer’s Subscription or any amendment to, or change in respect of, this agreement not expressly stated herein.

4.9

For the avoidance of doubt, the Customer acknowledges and agrees that additional Actions may be purchased by it and its Authorised Users (whether or not they use a Sub Account) automatically by its or their usage of the Services and the Customer agrees to pay PrintNode for any such additional charges incurred by its Authorised Users in accordance with §10.

5 Services, Software, and Customer Data

5.1

Subject to §5.2, PrintNode shall, during the Subscription Term, provide the Services and make available the Software and the Documentation to the Customer and its Authorised Users on and subject to the terms of this agreement

5.1.1: up to the applicable Computer Limit;
5.1.2: in respect of the Included Actions and any additional Actions purchased by the Customer in accordance with §4.1.1; and
5.1.3: where applicable, in respect of the Included Sub Accounts and any additional Sub Accounts purchased by the Customer in accordance with §4.1.2.

5.2

PrintNode shall only provide the Services, Software, and/or the Documentation to Authorised Users (including for the avoidance of doubt any Third Party Users and their Authorised Users) subject to their compliance with the relevant EULA.

5.3

PrintNode reserves the right in the event of:

5.3.1

a breach or suspected breach of this agreement by the Customer or any circumstance which PrintNode in its discretion reasonably determines to be a threat to the integrity of the Services and/or the Software, to immediately:

5.3.1.1: disable access to the Software and/or the Services made available to the Customer and/or, as the case may be, any Third Party User in connection with this agreement; and/or
5.3.1.2: suspend the Customer’s right to distribute the Software and/or the Services or integrate the Software and/or the Services with a Customer Product, for the duration of time that the breach remains unremedied;

5.3.2

a cyber or other security incident significantly affecting, or in PrintNode’s reasonable opinion, likely to significantly affect the provision of the Software and/or the Services or harm customers, to disable access to the Software and/or the Services made available to the Customer and/or to any Third Party User, as the case may be.

5.4

The Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Customer Data. The Customer hereby licenses PrintNode to use the Customer Data, and/or, if the Customer has obtained Customer Data from a Third Party User and/or their Authorised Users, hereby sub-licences or shall procure the direct grant of a licence (as the case may be), to PrintNode to use the Customer Data, for:

5.4.1: the proper performance of the Software, and/or the Services including provision of the Documentation;
5.4.2: the purposes set out in PrintNode’s Privacy Policy; and
5.4.3: all other purposes relevant to the proper exercise of PrintNode’s rights and obligations under this agreement or, where applicable, the EULA.

6 Maintenance and updates

6.1: PrintNode shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for scheduled maintenance, provided that PrintNode has used reasonable endeavours to give the Customer at least 1 month’s notice in advance.
6.2: PrintNode is entitled, on giving not less than 1 month’s written notice to the Customer, to exclude from the agreement one or more elements of the Services and/or the Software if for any reason the provision of such Services and/or Software has been permanently discontinued.
6.3: The Customer acknowledges and agrees that PrintNode is entitled to make changes to the Services, the Software and/or the Documentation, for example to enhance functionality or for data security reasons.

7 Data protection

7.1: Both parties will comply with all applicable requirements of the UK Data Protection Legislation. This §7 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the UK Data Protection Legislation.
7.2: Both parties will comply with PrintNode’s DPA in connection with PrintNode’s processing of any Customer Personal Data (as defined in PrintNode’s DPA) on the Customer’s behalf and PrintNode’s DPA is hereby incorporated by reference.

8 PrintNode’s obligations

8.1

PrintNode shall perform the Services substantially in accordance with the Documentation and with reasonable skill and care.

8.2

PrintNode’s obligations under §8.1 shall not apply to the extent of any non-conformance which is caused by use of the Services and/or the Software contrary to PrintNode’s instructions, or modification or alteration of the Services and/or the Software by any party other than PrintNode or PrintNode’s duly authorised contractors or agents.

8.3

If the Services do not conform with the terms of §8.1, PrintNode will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in §8.1.

8.4

PrintNode:

8.4.1

does not warrant that:

8.4.1.1: the Customer’s use of the Services and/or the Software will be uninterrupted or error-free;
8.4.1.2: the Services, the Software, the Documentation, and/or the information obtained by the Customer through the Services will meet the Customer’s requirements or will integrate with or function correctly in respect of any Customer Product; or
8.4.1.3: the Software or the Services will be free from Vulnerabilities or Viruses.

8.4.2

is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and/or the Software may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

8.5

This agreement shall not prevent PrintNode from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

8.6

PrintNode warrants that it has and will maintain all necessary licences (or sub-licences, as the case may be), consents, and permissions necessary for the performance of its obligations under this agreement.

8.7

Without prejudice to PrintNode’s DPA, PrintNode shall follow its archiving procedures for Customer Data as set out in PrintNode’s Data Retention Policy. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against PrintNode shall be for PrintNode to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained, in the event that the relevant Customer Data has not already been destroyed in accordance with PrintNode’s Data Retention Policy.

8.8

PrintNode shall not be responsible for:

8.8.1: any loss, destruction, alteration or disclosure of Customer Data caused by any third party; and/or
8.8.2: any failure or non-conformance of the Software or the Services to integrate with a Customer Product or function correctly when integrated.

8.9

The Customer acknowledges and agrees that Customer Data (including Customer Personal Data as defined in PrintNode’s DPA) shall be deleted periodically by PrintNode from time to time during the Subscription Term in accordance with PrintNode’s Data Retention Policy.

9 Customer’s warranties, obligations and indemnity

9.1

The Customer undertakes and agrees with PrintNode to within 14 days of a written request from PrintNode at any time, and from time to time, provide such information as is reasonably requested by PrintNode about the Customer’s processes and controls to support compliance with this agreement.

9.2

The Customer shall:

9.2.1

provide PrintNode with:

9.2.1.1: all necessary co-operation in relation to this agreement; and
9.2.1.2: all necessary access to such information as may be required by PrintNode,

in order to provide the Services, including Customer Data, security access information and configuration services;

9.2.2

without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;

9.2.3

carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, PrintNode may adjust any agreed timetable or delivery schedule as reasonably necessary;

9.2.4

ensure that the Authorised Users use the Services, the Software, and/or the Documentation in accordance with this agreement and/or the EULA, as the case may be;

9.2.5

obtain and shall maintain all necessary licences, consents, and permissions necessary for PrintNode, its contractors and agents to perform their obligations under this agreement, including the Services;

9.2.6

ensure that its network and systems and the network and systems of any Customer Product, comply with the relevant specifications set out in the Documentation and/or provided by PrintNode from time to time; and

9.2.7

be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Software, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

9.3

The Customer shall own all right, title and interest in and to all of the Customer Data that is not Personal Data (as defined in PrintNode’s DPA) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

9.4

The Customer shall defend, indemnify and hold harmless PrintNode against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and legal fees) arising out of or in connection with the Customer’s (and any Authorised User’s) unlawful use, or use otherwise than in accordance with this agreement or the Documentation, of the Services, the Software, and/or the Documentation, save to the extent that such claims, actions, proceedings, losses, damages, expenses and costs arose as a result of PrintNode’s wrongful acts or omissions.

10 Charges and payment

10.1

Unless the Customer is using the Services under a Free Trial, the Customer shall pay the Subscription Fees to PrintNode for the provision of the Services in accordance with this §10.

10.2

The Customer shall, on the date the Initial Subscription Term commences, provide to PrintNode valid, up-to-date and complete credit or debit card details or approved purchase order information acceptable to PrintNode and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:

10.2.1

its credit or debit card details to PrintNode, the Customer hereby authorises PrintNode to charge such credit or debit card:

10.2.1.1: either in advance or in arrears (as set out by PrintNode on its Website from time to time) for the Subscription Fees;
10.2.1.2: for such additional Actions and/or Sub Accounts purchased by the Customer in accordance with §4.1 (for which payment shall be taken in arrears for the period and at the time specified by PrintNode on its Website from time to time).

10.2.2

its approved purchase order information (or any other approved payment facility specified by PrintNode on its Website from time to time) to PrintNode, PrintNode shall invoice the Customer:

10.2.2.1: either in advance or in arrears (as set out by PrintNode on its Website from time to time) for the Subscription Fees; and
10.2.2.2: for such additional Actions and/or Sub Accounts purchased by the Customer in accordance with §4.1 (for which payment shall be taken in arrears for the period and at the time specified by PrintNode on its Website from time to time),

and the Customer shall pay each invoice by the due date stated on each invoice.

10.3

If PrintNode has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of PrintNode:

10.3.1: PrintNode may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services (including in respect of any Sub Accounts) and/or the Software and PrintNode shall be under no obligation to provide any or all of the Services while the fees payable remain unpaid; and
10.3.2: interest shall accrue on a daily basis on such due amounts at monthly rate equal to 1.5%, commencing on the due date and continuing until fully paid, whether before or after judgment.

10.4

All amounts and fees stated or referred to in this agreement:

10.4.1: shall be payable in the currency offered by PrintNode;
10.4.2: are non-cancellable and non-refundable; and
10.4.3: are exclusive of VAT, which shall be added to PrintNode’s charges and/or invoice(s) at the appropriate rate, if applicable.

10.5

PrintNode shall be entitled:

10.5.1: to increase the Subscription Fees, the Action Overage Cost and/or the Sub Account Overage Cost at the start of the Initial Term (where the Customer is accessing the Services under a Free Trial) and/or at the start of each Renewal Period (in any other case) upon 1 calendar month’s prior notice to the Customer (and this agreement shall be deemed by the parties to have been amended accordingly on the date such price increase takes effect in accordance with this §10.5.1); and/or
10.5.2: to alter the basis on which the Subscription Fees for the Initial Subscription Term and any Renewal Periods are charged and/or invoiced for and/or the time(s) by which the Customer’s payments for additional Actions and/or additional Sub Accounts are due pursuant to this §10 upon 1 calendar month’s prior notice to the Customer (and this agreement shall be deemed by the parties to have been amended accordingly on the date such notice expires).

10.6

PrintNode may, in its sole discretion, agree in writing to waive some or all of the Subscription Fees and/or Action Overage and/or Sub Account Overage payable by the Customer to PrintNode for any such period specified by PrintNode during the Subscription Term to grant the Customer (and its Authorised Users) the opportunity to use the Services or any enhanced version of the Services (for example, an Integrator Account) free of charge so that the Customer can evaluate whether those Services meet its needs.

10.7

Any grant by PrintNode under §10.6 does not affect any other rights or obligations of the Customer (and its Authorised Users) under this agreement.

11 Proprietary rights

11.1: The Customer acknowledges and agrees that PrintNode and/or its licensors own all intellectual property rights in the Services, the Software, and the Documentation. Except as expressly stated in this agreement, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, the Software, or the Documentation.
11.2: PrintNode confirms that it has all the rights in relation to the Services, the Software, and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement (and the EULA, as the case may be).
11.3: The Customer shall use reasonable endeavours to prevent any infringement of the intellectual property rights in the Services, the Software, and the Documentation and shall promptly report to PrintNode any such infringement that comes to its attention. In particular, the Customer shall ensure that each Authorised User, before starting to use the Services, is made aware that the Services, the Software and the Documentation is proprietary to PrintNode or third parties and that they may only be used in accordance with this agreement (and the EULA, as the case may be).

12 Confidentiality

12.1

Each party undertakes not to use the other party’s Confidential Information otherwise than in the exercise and performance of its rights and obligations under this agreement (Permitted Purposes).

12.2

In relation to the Customer’s Confidential Information:

12.2.1: for the duration of this agreement and for a period of seven years thereafter, PrintNode shall treat as confidential all Confidential Information of the Customer supplied under this agreement. PrintNode shall not divulge any such Confidential Information to any person except to its own employees, and then only to those employees who need to know it for the Permitted Purposes. PrintNode shall ensure that its employees are aware of, and comply with, this §12; and
12.2.2: PrintNode may provide any of its sub-contractors with such of the Customer’s Confidential Information as they need to know for the Permitted Purposes, provided that each relevant subcontractor has first entered into a written obligation of confidentiality owed to PrintNode in terms similar to §12.2.1.

12.3

In relation to PrintNode’s Confidential Information:

12.3.1: for the duration of this agreement and for a period of seven years thereafter, the Customer shall treat as confidential all Confidential Information of PrintNode contained or embodied in the Software or Documentation, or otherwise supplied or made available to the Customer during the performance of this agreement; and
12.3.2: the Customer shall not, without the prior written consent of PrintNode, divulge any part of PrintNode’s Confidential Information to any person other than the Authorised Users who need to know it to access the Software, the Services, and/or the Documentation in accordance with this agreement.

12.4

The Customer undertakes to ensure that the Authorised Users referred to in §12.3.2 are made aware, before the disclosure of any part of PrintNode’s Confidential Information, that the same is confidential and that they owe a duty of confidence to PrintNode in terms similar to §12.3.1 (which the Customer shall ensure is adhered to).

12.5

The restrictions imposed by §12.1, §12.2 and §12.3 shall not apply to the disclosure of any Confidential Information which:

12.5.1: is now in, or hereafter comes into, the public domain otherwise than as a result of a breach of this §12;
12.5.2: before any negotiations or discussions leading to this agreement was already known by the receiving party and was obtained or acquired in circumstances under which the receiving party was not bound by any form of confidentiality obligation; or
12.5.3: is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary).

12.6

Each party shall notify the other party if any of its staff, agents or independent contractors connected with the provision or receipt of the Services, the Software, and/or the Documentation becomes aware of any unauthorised disclosure of any Confidential Information and shall offer reasonable assistance to the other party, at that other party’s reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person.

12.7

Without prejudice to §12.9, no party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange) or any court or other authority of competent jurisdiction.

12.8

PrintNode may compile information related to the performance of the Software and/or the Services for the purposes of improving the Software and/or the Services and provided that such information does not identify any Authorised Users or Customer Personal Data (as defined in PrintNode’s DPA).

12.9

Unless the Customer requests otherwise in writing, PrintNode may include the Customer’s name and logo in its marketing materials and on its Website.

12.10

This §12 shall remain in full force and effect in the event of any termination of this agreement.

13 Limitation of liability

13.1

Except as expressly and specifically provided in this agreement:

13.1.1: the Customer assumes sole responsibility for results obtained from the use of the Services, the Software, and/or the Documentation by the Customer and its Authorised Users, and for conclusions drawn from such use. PrintNode shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to PrintNode by the Customer in connection with the Services and/or the Software, or any actions taken by PrintNode at the Customer’s direction;
13.1.2: all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
13.1.3: the Services, the Software, and the Documentation are provided to the Customer on an ”as is” basis.

13.2

Nothing in this agreement excludes the liability of PrintNode that cannot be legally limited, including:

13.2.1: for death or personal injury caused by PrintNode’s negligence; or
13.2.2: for fraud or fraudulent misrepresentation.

13.3

Subject to §13.1 and §13.2:

13.3.1

PrintNode shall have no liability for any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses; and

13.3.2

PrintNode’s total aggregate liability to the Customer, in respect of all breaches of duty occurring within any contract year shall not exceed the cap. If breaches committed in more than one contract year give rise to a single claim or a series of connected claims, PrintNode’s total liability for those claims shall not exceed the single highest annual cap for those contract years;

13.3.3

in §13.3.2 and this §13.3.3:

13.3.3.1: “cap” means the total Subscription Fees and any charges for additional Actions and/or Sub Accounts paid in the contract year in which breaches occurred. If no Subscription Fees or any charges for additional Actions and/or Sub Accounts have been paid in the contract year in which the breaches occurred, the cap is £100; and
13.3.3.2: “contract year” means a 12 month period commencing on the Effective Date or any anniversary of it.

13.3.4

References to liability in this §13 include every kind of liability arising under or in connection with this agreement including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

13.3.5

Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of PrintNode’s intellectual property rights.

14 Term and termination

14.1

Subject to §14.2 and §14.3, this agreement shall, unless otherwise terminated as provided by PrintNode’s DPA or in this §14, §15 or §16.1, commence on the Effective Date and shall continue for the Free Trial Period (if any) and the applicable Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of one month, in the case of a monthly Subscription, or 12 months, in the case of an annual Subscription (each a Renewal Period), unless:

14.1.1: the Customer notifies PrintNode in writing at any time before the end of the Free Trial Period, Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Free Trial Period, Initial Subscription Term or applicable Renewal Period; or
14.1.2: PrintNode provides the Customer with at least 1 month’s written notice in which case this agreement shall terminate upon the expiry of the applicable Free Trial Period, Initial Subscription Term or applicable Renewal Period, and the Free Trial Period (if any), Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

14.2

If the Customer changes (and subject to any Free Trial granted to the Customer by PrintNode):

14.2.1: from a monthly Subscription to an annual Subscription in accordance with §4.2.3, then the agreement shall be renewed on the date the Customer (or PrintNode acting at the Customer’s request) executes the change through the Software or the PrintNode API and thereafter this agreement shall be automatically renewed for successive periods of 12 months in accordance with §14.1; or
14.2.2: from an annual Subscription to a monthly Subscription in accordance with §4.6, then this agreement shall be automatically renewed for successive periods of one month from the end of the Initial Subscription Term or Renewal Period in accordance with §14.1.

14.3

Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

14.3.1: the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 15 days after being notified in writing to make such payment;
14.3.2: the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
14.3.3: the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words ”it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the IA 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
14.3.4: the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
14.3.5: the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
14.3.6: a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
14.3.7: an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
14.3.8: the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
14.3.9: a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
14.3.10: a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
14.3.11: any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in §14.3.3 to §14.3.10 (inclusive);
14.3.12: the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
14.3.13: the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or
14.3.14: there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).

14.4

PrintNode may terminate this agreement with immediate effect without notice to the Customer if the Customer does not have an active paid-for Subscription and the Customer’s account has been inactive for at least 100 days.

14.5

On termination of this agreement for any reason:

14.5.1: all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services, the Software, and/or the Documentation;
14.5.2: the Customer shall immediately pay any outstanding invoices or any other outstanding charges and interest to PrintNode;
14.5.3: in respect of any unpaid Subscription Fees or unpaid additional charges for Actions or Sub Accounts incurred by the Customer pursuant to §4.1, PrintNode shall submit an invoice to the Customer which shall be payable on demand or PrintNode shall charge the Customer’s credit or debit card details provided to PrintNode in accordance with §10.2.1 for such outstanding Subscription Fees or additional charges for Actions or Sub Accounts incurred by the Customer pursuant to §4.1;
14.5.4: in respect of any other charges that remain payable, PrintNode shall submit an invoice which shall be payable on demand or PrintNode shall charge the Customer’s credit or debit card details provided to PrintNode in accordance with §10.2.1 for such outstanding Subscription Fees or additional charges;
14.5.5: PrintNode may, in its sole discretion, delete the Customer’s account utilised to access the Services;
14.5.6: each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
14.5.7: without prejudice to PrintNode’s DPA or §8.9, PrintNode may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with PrintNode’s Data Retention Policy unless PrintNode receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data (if available in accordance with PrintNode’s Data Retention Policy). PrintNode shall use reasonable commercial endeavours to deliver any back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by PrintNode in the returning of Customer Data; and
14.5.8: any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this agreement which existed at or before the date of termination shall not be affected or prejudiced.

15 Force majeure

Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this agreement by giving 30 days’ written notice to the affected party.

16 Variation

16.1: Without prejudice to §4.3, §4.6, §10.5.1 or §10.5.2, PrintNode may vary this agreement from time to time on giving the Customer at least 1 calendar month’s notice in writing. If the Customer does not accept the variation, the Customer may, within 1 calendar month of being notified of the variation by PrintNode (Review Period), terminate this agreement on 7 Business Days’ written notice to PrintNode. The Customer’s continued use of the Services and/or the Software after the Review Period will constitute the Customer’s acceptance of the variation.
16.2: No other variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17 Waiver

17.1: A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
17.2: A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

18 Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

19 Severance

19.1: If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
19.2: If any provision or part-provision of this agreement is deemed deleted under §19.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

20 Entire agreement

20.1: This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
20.2: Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
20.3: Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

21 Assignment

21.1: The Customer shall not, without the prior written consent of PrintNode, assign, transfer, novate, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
21.2: PrintNode may at any time assign, transfer, novate, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.

22 No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

23 Third party rights

23.1: This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
23.2: The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

24 Notices

24.1

Any notice required to be given under this agreement shall be in writing and shall be:

24.1.1

if given by PrintNode:

24.1.1.1: sent by email to the email address for the Customer provided by the Customer to PrintNode; or
24.1.1.2: delivered by commercial courier to the Customer’s registered office (if a company) or its principal place of business (in any other case).

24.1.2

if given by the Customer, sent by email to support@printnode.com.

24.2

Any notice shall be deemed to have been received at the time of the transmission provided that no bounceback or out of office message is received.

24.3

This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

25 Governing law and jurisdiction

25.1: This agreement 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) shall be governed by and interpreted in accordance with the law of England and Wales.
25.2: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).