Terms and Conditions

Effective Date: [04 April 2014]

  1. Introduction
    1. This website is owned and operated by Pix4PR, a partnership. Our contact information is at the end of this document.
    2. Please read these terms and conditions carefully. They cancel and replace any previous versions. By registering on or using our Service (as defined below) you agree to be bound by these terms and conditions. Please print or save these terms for future use as we will not keep a file copy specifically for the transaction with you and we cannot guarantee that they will remain accessible on our website in future.
    3. These terms and conditions apply to all Users.​
       
  2. Definitions
    1. Capitalised terms have the following meanings in these terms and conditions:
      1. “Content” - all information of whatever kind (including Images, Image-related data, profiles etc.), published, stored or sent on or in connection with our Service.
      2. “Contributor” – a User who registers on our website as a “contributor”.
      3. “Image” – a photograph or other image uploaded to our site.
      4. “Media” - a User who registers on our website as “media”
      5. “Service” – our website, the services we offer by means of our website and any related software and services.
      6. “User” - a person who uses our Service (whether or not registered with us).
         
  3. Very Important:
    1. This Service constitutes a neutral platform whereby Contributors can grant licences of Images to Media on the licence terms shown below.  While we supply services to facilitate such licences, you acknowledge that any legal recourse arising from breach of such licences (including in relation to Images infringing third party intellectual property rights or non-compliance by Media with licence terms) is against the relevant Contributor / Media and not against us notwithstanding anything to the contrary in this agreement or on our website.
    2. You accept that we have no obligation to vet or monitor other Users or their Content.​
       
  4. Changes to the terms and conditions
    1. We may change these terms and conditions by posting the revised version on our website at least 14 days before they become effective. Please check our website from time to time. You will be bound by the revised agreement if you continue to use our Service following the effective date shown.
       
  5. Use of our Service
    1. We grant Users a limited personal right to use our Service subject to these terms and conditions.
    2. You are not eligible for, and must not use or register on, our Service if you are a consumer. Our Service is intended for use by businesses only.
    3. Where you communicate with us on behalf of a company / organisation, you promise that you have authority to act on behalf of that entity.
    4. If you are an agent such as a PR agency or photographer, you promise to procure that the client for whom you act in connection with use of our Service is also bound by these terms and conditions.
    5. You agree that you will not in connection with the Service:
      1. breach any applicable law, regulation or code of conduct or infringe any intellectual property or other rights of others;
      2. publish or send any Content (including links or references to other content), or otherwise behave in a manner, which is unlawful, threatening, harassing, invasive of privacy, defamatory, offensive, vulgar, racist, hateful, discriminatory, obscene, pornographic, sexually suggestive, abusive or deceptive or which involves phishing or scamming or which we otherwise consider to be inappropriate;
      3. publish or send any Content (including Images and Image-related data) which involves revealing any personal data of another person (ie information enabling someone to be identified or contacted) unless that person is 18 years or over and you have obtained that person’s explicit written consent or you are the parent/guardian of such person;
      4. publish or send any Content which links to any third party websites which are unlawful or contain inappropriate Content;
      5. sell access to the Service;
      6. sell advertising, sponsorship or promotions on or in connection with Content except where explicitly authorized by us;
      7. use the Service for junk mail, spam, pyramid or similar or fraudulent schemes;
      8. do anything which may have the effect of disrupting the Service including  worms, viruses, software bombs or mass mailings;
      9. do anything which may negatively affect other Users’ enjoyment of the Service;
      10. gain unauthorised access to any part of the Service or equipment used to provide the Service;
      11. use any automated means to interact with our systems excluding public search engines; or
      12. attempt, encourage or assist any of the above.
    6. You must comply with any guidelines or requirements on our website.
    7. You must promptly comply with any reasonable request or instruction by us in connection with the Service.
    8. We are entitled to impose and/or change limitations on usage of our Service, for example in relation to bandwidth.
       
  6. Your Content
    1. You are responsible for your Content.
    2. You must ensure that your Content (including Content supplied to us and Content displayed on our Service) is accurate and not misleading and you will update it so that it remains so.
    3. You promise to us that you will comply with the terms of the licence between Contributors and Media set out below.
    4. You promise to us that you have (and will retain) all rights and permissions needed to enable use of your Content as contemplated by the Service and these terms and conditions.
    5. We are entitled to locate or relocate Images on our Service as we think fit.
    6. We do not guarantee that your Images will generate any particular level of downloads / or media usage.
    7. We are entitled at any time, with or without notice, to reject or remove from our site (without refund) any Images which:
      1. do not comply with any quality or other standards or criteria specified on our website; or
      2. which we otherwise consider are of insufficient quality.
    8. We reserve the right without notice or refund to suspend, alter, remove or delete Content or to disclose to the relevant authorities any Content or behaviour if it is the subject of complaint or where we have reason to believe that it breaches our terms and conditions, or that such steps are necessary to protect us or others, or that a criminal act has been committed, or if we are required to do so by law or appropriate authority.  If so, you must not attempt to re-publish or re-send the relevant Content.
    9. We do not accept responsibility if your Content is misused by other Users as this is outside our reasonable control.
    10. It is your responsibility to make your own backup of any Content stored within the Service to protect you in case of loss or damage to such material. We are not responsible for such loss or damage.
    11. We reserve the right to place advertisements adjacent to or within your Content. We retain all revenue from such advertisements.
    12. We reserve the right without notice to irretrievably delete your Content following cancellation of this agreement.
       
  7. Licence between a Contributor and Media
    1. The following are the terms on which a Contributor licence Media to use Images. The Contributor and Media agree with each other that they will comply with the following terms.
    2. The Contributor grant to Media a royalty-free, worldwide, personal, non-transferable licence to use Images for commercial purposes subject to the terms set out below.
    3. This licence applies only to Images which have been downloaded from our Service via the “Download Images” or similar button.
    4. In the case of private Images, the licence is subject to the prior consent in writing (including email and text) of the Contributor and to any conditions which the Contributor attach to such consent.
    5. Images may be cropped or resized but may not be otherwise be modified or altered in any way. Extracts or derivative works must not be created from such Images.
    6. Images may be used only by the entity which downloads the Images from our Service. Images must not be sold, distributed or sublicensed to third parties.
    7. Except in the case of use of an Image adjacent to a blog, review, article or other material which has the Contributor as its main focus, any use of the Image must include the following attribution which must be adjacent to the Image and clearly visible:
      “Picture courtesy of [name of business website of Contributor prefaced by www.]. Picture by [name of photographer] for Pix4PR.com.”
    8. The Contributor promises that:
      1. it has (and will retain) all rights and permissions needed to enable grant of this licence;
      2. use of the Images by Media will not infringe any third party intellectual property or other rights; and
      3. the Images do not breach any applicable laws or regulations.
    9. Media promise to use the Images in a lawful manner and in accordance with reasonable commercial practices.
    10. The Contributor may terminate this licence at any time for any reason by giving notice to the relevant Media in writing (including email).
    11. The Contributor agrees to indemnify Media against all claims and liabilities directly or indirectly related to the Contributor’s breach of this agreement.
    12. Media agree to indemnify the Contributor against all claims and liabilities directly or indirectly related to Media’s breach of this agreement.
       
  8. Third party websites / services
    1. We may link to third party websites which may be of interest to you and/or make available third party-provided services on our site. We do not recommend or endorse, nor are we legally responsible for, those sites or services.  You use such third party sites or services at your own risk.
       
  9. Guidance on our site
    1. Any guidance or similar information which we ourselves make available on our Service is intended as very general guidance information but we cannot guarantee that it is accurate or up to date and we do not accept legal responsibility for it. You rely on such information at your own risk.
       
  10. Security
    1. Your account on our Service is for your personal use only and is non-transferable. You must not authorise or permit any other person to use your account. You must take reasonable care to protect and keep confidential your password and other account or identity information. You must notify us immediately of any apparent breach of security such as loss, theft, misuse or unauthorised disclosure or use of a password. You are responsible for third parties who use your account or identity (unless and to the extent that we are at fault).
       
  11. Payment by Contributors
    1. Contributor use of our Service is subject to an annual subscription fee per package of available Image slots for upload to our Service (or as may be otherwise specified on our Service) subject to the prices and payment methods specified on our Service. Payment is in advance.
    2. The annual (or other) period for which an Image may be displayed on our Service runs from the date when the relevant Image(s) is/are first uploaded to our Service. Images may be substituted without charge but these remain subject to the start date of the original upload. For the avoidance of doubt, there is no refund even if you do not use all of the Image slots in the package which you purchased.
    3. The prices shown on our website include VAT unless we say otherwise.
    4. We may offer a certain number of Images for free. If so, we reserve the right at any time to change the number of free Images we make available or the basis on which we make free Images available or to cancel all free Images.
    5. You are legally committed to pay the relevant fee for the package you select once we confirm your order.
    6. We may at any time change our prices. The new rate takes effect if you apply for a new package after we post the new prices on our Service.
    7. You must contact us immediately with full details if you dispute any payment.
    8. If any amount due to us is unpaid or unjustifiably charged back, we may:
      1. charge you: (1) a reasonable additional administration fee; (2) the amount of any third party charges imposed on us; and/or (3) interest (both before and after judgment) on the amount unpaid at the rate for the time being that would be applicable if the debt were a qualifying debt under the Late Payment of Commercial Debts (Interest) Act 1998;
      2. suspend our Service; and/or
      3. cancel this agreement on written notice (including email). 
         
  12. Suspension / cancellation
    1. This agreement is automatically cancelled on expiration of your subscription without renewal.
    2. You may at any time cancel this agreement by following the instructions on our Service. A request for cancellation under this clause does not give rise to any refund.
    3. We are entitled at any time to cancel this agreement by email notice without cause. If so, we will refund in full any fees already paid for the period in respect of which we take such a step.
    4. We are entitled at any time cancel this agreement by email notice without refund if we terminate our Service as a whole.
    5. We are entitled at any time to cancel this agreement (with or without notice) or suspend part or all of our Service if we have reason to believe that you have breached our terms and conditions or it is necessary to protect us or others or if we are required to do so by law or appropriate authority. There will be no refund of your subscription.
    6. Following cancellation of this agreement: Your right to use our Service is terminated. Accrued rights and liabilities are unaffected. All clauses in this agreement which are stated or intended to continue after cancellation will continue to apply. You must not attempt to re-register for or continue to use our Service if we have given you notice of cancellation.
    7. We cannot be held legally responsible for loss or damage resulting from cancellation of this agreement provided we act in accordance with this agreement.
       
  13. Functioning of our Service
    1. We do not guarantee that the Service will be uninterrupted or error-free.
    2. We are entitled, without notice and without liability, to suspend the Service for repair, maintenance, improvement or other technical reason. 
       
  14. Liability
    1. Nothing in this agreement in any way limits or excludes our liability for negligence causing death or personal injury or for fraudulent misrepresentation or for anything which may not legally be excluded or limited.
    2. You must give us a reasonable opportunity to remedy any matter for which we are potentially liable before you incur any costs remedying the matter yourself.
    3. To the extent allowed by law, you and we exclude all terms, whether imposed by statute or by law or otherwise, that are not expressly stated in this agreement. In this clause, any reference to us includes our employees and agents.
    4. Our liability of any kind (including our own negligence) with respect to our Service for any one event or series of related events is limited to £100 or the total fees payable by you in the 12 months before the event(s) complained of whichever is higher.
    5. In no event (including our own negligence) will we be liable for any:
      1. economic losses (including, without limit, loss of revenues, profits, contracts, business or anticipated savings);
      2. loss of goodwill or reputation;
      3. special, indirect or consequential losses; or
      4. damage to or loss of data
        (even if we have been advised of the possibility of such losses).
    6. You will indemnify us against all claims and liabilities directly or indirectly related to your use of the Service and/or breach of this agreement.
    7. This agreement constitutes the entire agreement between us with respect to its subject matter and supercedes any previous communications or agreements between us. We both acknowledge that there have been no misrepresentations and that neither of us has relied on any pre-contractual statements. Liability for misrepresentation (excluding fraudulent misrepresentation) relating to the terms of this agreement is excluded.
       
  15. Intellectual property rights
    1. All trade marks, logos, Content, graphics, images, photographs, animation, videos, text and software used on the Service are our intellectual property or that of other Users. Excluding download of Images (which is covered by the licence above), for the purposes of your personal use only, you may view such material on your screen and print a single copy.  You may not otherwise use, sublicense, retrieve, display, modify, copy, print, sell, distribute, download, hire, reverse engineer (unless permitted by applicable law) or create extracts of, or derivative works from, such material without our specific prior written consent.
    2. For the avoidance of doubt you may not collect, scrape or harvest any Content on our Service or deep-link to or frame Content on our Service without our specific prior written consent.
    3. You must not circumvent or otherwise interfere with any security related features of the Service or features that limit or prevent copying of Content or which restrict use of Content.
    4. If you publish any Content on our Service, you grant us a worldwide, perpetual, non-exclusive, royalty-free licence to copy, alter, adapt or display such Content on our Service and to use that Content on our Service in any media formats, on our own Service, on our other channels including mobile, email communications, social media, PR, competitions and press releases and also on third party media for the purpose of redistribution or promotion of our Service. You also grant each User a licence to use your Content to the extent expressly permitted by these terms and conditions.
       
  16. Privacy
    1. You acknowledge and agree that we may process your personal data in accordance with the terms of our privacy and cookies policy [link] which is subject to change from time to time.
       
  17. “Act of God”
    1. We are not liable for failure to perform or delay in performing any obligation under this agreement if the failure or delay is caused by any circumstances beyond our reasonable control including third party telecommunication failures.
       
  18. Transfer
    1. We may transfer all or part of our rights or duties under this agreement provided we take reasonable steps to ensure that your rights under this agreement are not prejudiced. As this agreement is personal to you, you may not transfer any of your rights or duties under it without our prior written consent.
       
  19. English law
    1. These terms and conditions shall be governed by English law and any disputes will be decided only by the courts of the United Kingdom.
       
  20. General
    1. We may send all notices under this agreement by email to the most recent email address you have supplied to us (unless otherwise stated in this agreement). Headings used in this agreement are for information and not binding. Any failure by either party to exercise or enforce any right or provision of this agreement does not mean this is a “waiver” (ie that it cannot be enforced later). If any part of this agreement is ineffective or unenforceable for any reason, then it will be replaced with a provision which as far as possible achieves the same thing and the rest of the agreement shall continue to apply. A person who is not a party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement except insofar as expressly stated otherwise. The parties are independent contractors and, except as otherwise specifically stated above, nothing in this agreement constitutes any party as agent, employee or representative of the other.
       
  21. Complaints
    1. If you have any complaints, please contact us via the contact details shown on our website or write to us at our trading address below.
       
  22. About us
    1. Business name: Pix4PR, a partnership.
    2. Trading address: 201 South Worple Way, East Sheen, London SW14 8NG, England.
    3. Other contact information: See our website.
    4. VAT number: [insert]
       

by Adlex Solicitors

Version: 04-04-14 TC V001

 

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