1.1 In these Terms of Business the following definitions shall apply unless the context otherwise requires:
"Act" means the Data Protection Act 1998;
"We", "Our" or "Us" means Print my PDF Ltd;
"You" or "Your" means a customer who places an Order;
"Charges" means Our charges for the Service as set out on the Website and as agreed by You at the time of placing the Order;
"Contract" means the contract between Us and You for the supply of the Services comprising these Terms (as amended from time to time);
"File" means the electronic file to be provided by You from which We will produce the Material on and in accordance with these terms;
"Information" means Your personal data, information and documents;
"Intellectual Property Rights" means any and all trade and service marks, patents, copyrights,design rights, (whether registered or not and all applications for any of the foregoing), database rights and rights in know-how, confidential information and inventions and other intellectual property rights of a similar or corresponding character whensoever and howsoever arising for the full term thereof and all renewals and extensions thereof which may now or in the future subsist in the United Kingdom and all other countries in the world;
"Material" means the document, PDF, book, manual or other item to be printed by Us on Your behalf in accordance with these Terms;
"Network" means the computer network owned and operated by Us;
"Order" means an order placed by You for the provision by Us of the Services placed via the Website;
"PDF" means Portable Document Format;
"Services" means the printing services provided by Us in accordance with these Terms;
"Terms" means these terms of business;
"VAT" means any applicable value added tax payable at the prevailing rate from time to time;
"Website" means the website owned and operated by Us via which Orders may be placed, the URL of which is www.print-my-pdf.com;
"Working Day" means Monday to Friday excluding Bank and Public Holidays in the United Kingdom;
"Working Hours" means between the hours of 9.00am and 5pm GMT Monday to Friday excluding Bank and Public Holidays in the United Kingdom.
1.2 In these Terms:
1.2.1 words importing the singular shall include, where the context so admits, the plural and vice versa.
1.2.2 words importing the masculine gender shall include the feminine and the neuter.
1.3 References in these Terms:
1.3.1 to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent enactment, modification, order, regulation or instrument as subsequently amended or re-enacted;
1.3.2 to any person shall include natural persons and partnerships, firms and other incorporated bodies and all other legal persons of whatever kind and however constituted and their successors and permitted assigns or transferees.
1.4 The words "include", "includes" and "including" are to be construed as if they were immediately followed by the words "without limitation".
1.5 Headings in these Terms are included for ease of reference only and shall not affect the interpretation or construction. Unless the contrary is stated, references to clauses shall mean the clauses in these Terms.
1.6 Other than in respect of any payment due from You under these Terms, time shall not be of the essence in respect of these Terms.
2. The Services
2.1 We will provide You with the Services as requested when You place Your Order. We will provide the Services in accordance with these Terms. Any changes, amendments or additions to the Services, and any resulting changes to the Charges, will only be effective if agreed by Us with You by email.
2.2 We will provide the Services to You on the basis of the information and instructions given to Us by You and/or any others authorised in writing by You.
3.1 The payment of the Charges in respect of any Orders You place shall be made by You at the time You submit Your Order via the Website. No Orders will be processed by Us without prior payment of the Charges in accordance with these Terms.
4. Your warranties
4.1 You hereby agree, acknowledge, confirm and warrant that, by placing an Order:
4.1.1 You have the right and authority to print, or ask Us to print, the Material from the File provided by You to Us without breaching any Intellectual Property Rights, laws of any jurisdiction or any other rights whatsoever belonging to any third party anywhere in the World;
4.1.2 You will provide us with such confirmation as You have and/or as We may require to confirm Your compliance with clause 4.1.1 above;
4.1.3 You will not use the Material for any purpose whatsoever which will or may breach the proprietary rights or Intellectual Property Rights of any third party;
4.1.3 You will provide us with the required File by upload in PDF format and You hereby confirm that the File will not contain any viruses which may damage our Network.
5. Delivery and risk
5.1 You will be required to select Your preferred delivery method when You place Your Order from the Options available. The Material will be considered to be delivered (and as such shall be at Your risk and with no further obligation or liability upon Us) when collected from Us by the Royal Mail or such other postage delivery service as We may choose from time to time.
6. File management
6.1 We shall have no responsibility whatsoever in respect of checking the quality or content of any File prior to performing the Services. You hereby confirm that You have checked the File before sending it to Us and that we have no responsibility whatsoever to do so.
6.2 In the event that You provide us with a File which, in Our opinion, is not suitable for printing for any reason whatsoever, then We shall not be required to print such File and we shall be entitled to charge You an administration fee for each unprinted File as well as for any costs or expenses We incur in respect thereof. For the avoidance of doubt, in the event that We cannot print a File in accordance with this clause , the Charges shall still be due and payable and You shall not be entitled to receive any refund whatsoever in respect thereof.
6.3 We shall notify You by email to the email address provided by You when You place Your Order of any unsuitability of a File and any additional Charges in respect thereof. If You ask Us to print an unsuitable File after receiving notification from Us in accordance with this clause 6.3, then We make no representation or warranty in respect of the quality of Material resulting from such File and You accept that the Material may not be of high quality.
6.4 On or after 30 days of the production of the Material in accordance with Your Order, We shall delete the associated File from Our systems immediately without further notice to You.
6.5 If any further production of Material using a File already provided to Us and deleted in accordance with clause 6.4 above is required, then You must re-send any such File and place a new Order. For the avoidance of doubt, any such re-sending of a File must be strictly in accordance with any relevant Intellectual Property Rights of a third party and these Terms generally.
7. Retention of title
7.1 For the avoidance of doubt, any and all Intellectual Property Rights shall be, and shall at all times remain, the property of the owner of the same.
8. Illegal or offensive material
8.1 We shall not, at Our absolute discretion, print or produce any Material from a File which We consider to be illegal, offensive, unlawful, defamatory, harmful or which could potentially breach the proprietary or other rights of any third party.
8.2 You shall indemnify Us in respect of any claims, costs, expenses, damages, claim or proceedings arising out of the production by Us for You of any illegal or unlawful matter including matter which is defamatory, offensive or infringes copyright, patent, design or any other proprietary or personal rights of any third parties. The indemnity shall include (without limitation) any amounts paid by Us based on independent legal advice in settlement of any claim that any File and/or Material is libellous or amounts to such an infringement.
9.1 You hereby agree to indemnify and hold harmless Us against any and all claims or proceedings of any nature whatsoever in respect of a breach or alleged breach of the Intellectual Property Rights or any other rights whatsoever of a third party as a result of the provision by Us of the Services in respect of a File provided by you in accordance with these Terms.
9.2 For the avoidance of doubt, the indemnity contained within this clause 9 shall be without limitation and shall apply to any claim or proceedings issued, commenced or threatened anywhere in the world.
10. Data Protection
10.2 The Act requires Us to advise You that Your particulars are held on Our database. You agree that We may, from time to time, use these details to send You information (whether by email or otherwise) which We think might be of interest to You.
10.3 Any Information which You provide to Us or which We otherwise handle in relation to You, may be both confidential and subject to the Act. In providing the Services to You, it may be necessary for Us to disclose some or all of this Information to third parties. For example, disclosure may need to be made to other professional advisors, Our auditors, regulators and/or insurers, as well as to government agencies. We may also be required to disclose such Information by law or court order. You hereby agree to the disclosure by Us of this Information for such purposes.
11.1 Due to the speed of the provision by Us of Our Services (We aim to print the Materials and have them ready for posting within 12 Working Hours of receipt of an Order), Materials are usually produced within a period of less than 7 Working Days from the date You place an Order. As such, the right to a "cooling-off" period under the Distance Selling Regulations does not apply.
11.2 However, if You wish to return any Materials, You may do so if You notify Us by email to that effect at firstname.lastname@example.org within 30 days of the date of delivery of the Material to You.
11.3 Provided that We receive an email from You within the period set out in clause 11.2 above stating that You wish to return the Material to Us, then We will provide You with a full refund of Our Charges for the production of the returned Materials within 14 days of the date of their receipt. The refund will not include postage charges incurred by You in returning the material to Us.
12. Communication by e-mail
12.1 E-mail is our primary method of communication and You consent to Us sending and receiving emails to/from You in relation to the provision of the Services.
13. Force Majeure
13.1 In this Agreement, an “Event of Force Majeure” shall mean any cause, event or contingency beyond Our reasonable control including, but not limited to, acts of God, outbreaks of hostilities, riots, civil disturbances, fire, explosion, flood or severe weather, power failure, failure of telecommunications lines (including, but not limited to, IT/data links), the failure of the provision of services to Us by our internet service provider, theft and/or malicious damage.
13.2 If We are prevented or delayed in carrying out any of Our obligations in respect of the provision of the Services to You by an Event of Force Majeure, We shall use all reasonable endeavours to mitigate the effects of such an Event of Force Majeure, but We shall not be under any liability to You or any other party whatsoever for any losses, costs, expenses, claims or damages suffered or incurred by You and howsoever caused as a result of such an Event of Force Majeure.
14. Limitation of Liability
14.1 Our aggregate liability and that of Our directors, consultants, agents, sub-contractors and employees for any and all losses, costs, expenses, claims or damages whatsoever including, but not limited to, as a result of negligence, breach of contract, misrepresentation or otherwise on Our or their part in relation to any of the Services We perform under the Contract shall not exceed the amount paid or payable by You for the relevant Services.
14.2 Subject to clause 14.5 below, any and all liability for the following is, so far as the law will allow, hereby excluded:
14.2.1 any losses, costs, expenses, claims or damages which do not arise as a direct and/or natural consequence of the default in question, including, but not limited to, indirect, special, exemplary, punitive or consequential loss or damage;
14.2.2 loss of profits;
14.2.3 loss of anticipated savings;
14.2.4 loss of revenue or business;
14.2.5 loss of opportunity;
14.2.6 loss of or damage to reputation; in each case whether arising from negligence, breach of contract or otherwise, even if We have been advised of the possibility of such losses, costs, expenses, claims or damages arising.
14.3 We will not be responsible for any losses, costs, expenses, claims or damages suffered or experienced by You resulting from inadequate, incomplete or erroneous information supplied to Us by You or on Your behalf. Unless We agree otherwise, and so consent in writing, the Services are provided by Us to You and We shall be under no liability to any third party whatsoever in respect of the Services provided to You.
14.4 Except as set out in these Terms, any and all warranties, representations, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
14.5 Nothing in these Terms shall exclude or limit in any way whatsoever, Our liability or that of Our directors, consultants, agents, sub-contractors and employees for:
14.5.1 death or personal injury caused by Our negligence or that of Our directors, consultants, agents, sub-contractors or employees; or
14.5.2 fraud or fraudulent misrepresentation; or
14.5.3 any other liability that cannot be excluded or limited by law.
14.6 We may, at Our option, decide to give You a refund of the Charges paid by You in the event that the Services provided by Us are defective. In these circumstances, You hereby agree to accept such a refund.
15.1 These Terms apply to any Services performed by Us.
15.2 Nothing in the Terms shall affect the rights of consumers.
15.3 These Terms comprise all of the terms and conditions which apply to the provision of the Services and the Contract.
15.4 Neither You or Us may, without the prior written consent of the other, assign, transfer or subcontract any or all of its rights or obligations under the Contract.
15.5 No person who is not a third party to the Contract shall have any rights whatsoever (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any of the Terms.
15.6 The Contract sets forth the entire agreement between You and Us and supersedes any and all prior oral or written agreements, understandings or arrangements relating to the subject matter of these Terms. Neither You nor Us shall be entitled to rely on any agreement, understanding or arrangement which is not expressly set out in these Terms.
15.7 These Terms shall be governed by and construed in accordance with English Law and You and We hereby agree to submit to the exclusive jurisdiction of the English Courts.