PRINTING AS A SERVICE (PaaS) AGREEMENT

This document sets out the terms and conditions ("Agreement") on which we, Haybrooke Associates Limited ("we", "our", "us”), provide our customer (“you”, “your”) with access to our website https://www.pdqprinthub.com and PaaS (collectively "PDQ") through which you can order printed (and other) products (“Product/s”).

 

The use of PDQ is subject to this Agreement. Please read the Agreement carefully before accessing PDQ or ordering any Products through it. By accessing PDQ or ordering any Products (whether now or in the future), you agree to be bound by this Agreement.

For the avoidance of doubt, references to "PDQ" in this Agreement include any current or future versions of our website  https://www.pdqprinthub.com  and all URL variations through which you might access and use our website, in each case whether accessed through any current or future platform or device (including, without limitation, any mobile website, mobile application, affiliate website or related website for accessing and using PDQ that may be developed from time to time).

By accessing any part of PDQ, you indicate that you accept this Agreement. If you do not accept this Agreement , you should not access PDQ or order any Products through it.

1. INTRODUCTION AND OUR ROLE

1.1. Company details:  Haybrooke Associates Limited is a company registered in England and Wales with registered company number 05817294, whose registered office is at Harborough Innovation Centre, Airfield Business Park, Leicester Road, Market Harborough, Leicestershire, LE16 7WB.

1.2. VAT number:  Our VAT number is GB 916 8539 89.

1.3. Product Orders: We provide a way for you to obtain prices from us for the manufacture and supply of Products by our production partners displayed on PDQ (“Fulfiller/s”) and to communicate to us your orders for Products to be fulfilled by the Fulfiller/s of your choice (“Order/s”). For the avoidance of any doubt, the legal contract for your purchase of any Products is between you and us, and we then in turn enter into a legal contract with our production partner for the fulfilment of your Order and the manufacture and supply of the Products ordered. We will conclude both legal contracts on our own behalf and as principal in all cases.

2. WEBSITE ACCESS

2.1. Website access:  You may access some areas of PDQ and get prices without placing an Order, however, some areas of PDQ can only be accessed in the course of placing an Order and/or once an Order has been placed.

2.2. Acceptance of Agreement:  By accessing any part of PDQ, you indicate that you accept this Agreement. If you do not accept this Agreement, you should not access PDQ, and you should not order any Products through PDQ.

2.3. Responsibility: You are responsible for making all arrangements necessary for you to have access to PDQ. You are also responsible for ensuring that all persons who access PDQ through your Internet connection are aware of this Agreement and that they comply with them.

3. YOUR STATUS

3.1. Legal capability:  By placing any Order through PDQ, you warrant that you are legally capable of entering into a binding contract with us on the terms of this Agreement.

3.2. Special requirements: You acknowledge and agree that, if you have a specific Product requirement that is not accommodated by PDQ or have any doubts about our capacity or capability to meet that specific requirement in the course of manufacturing and supplying that Product, you will first contact our Print Services Team as described in clause 6.1 below to check that the Product incorporating that specific requirement is suitable for manufacturing and supply by us, before placing any Order.

4. HOW TO MAKE AN ORDER AND HOW IT IS PROCESSED

4.1. Compiling your Order:  Once you have selected a Product and obtained a price for the same from PDQ, you will be given the opportunity to submit an Order to us for the manufacture and supply of the Product by the Fulfiller of your choice by clicking or selecting the "Order" button. It is important that you check all the information that you have entered is correct before clicking or selecting this button; once you do so, you will be entering into a binding contract with us on the terms of this Agreement (subject to clauses 4.2 and 5.2 below). 

4.2. Amending or cancelling your Order:  Once you have submitted your Order to us, you may change or cancel your Order, provided the job has not gone into production and our Fulfiller is able to accept the change or cancellation. Any change to the job specification, for example (but not limited to) quantity, size, pagination, paper, or colours, will require PDQ to generate a new price. If you wish to change or cancel your Order once a job has gone into production, you must contact our Print Services Team as described in clause 6.3 below. However, there is no guarantee that we will be able to agree to your requests once our Fulfiller has commenced the fulfilment of your Order or the manufacture and supply of the Product or Products ordered.

4.3. Processing your Order and Fulfiller rejections:  On receipt of your Order, PDQ will forward it to our Fulfiller and will notify you when your Order has been received and accepted. We encourage our Fulfillers to accept all Orders and to communicate any rejection without delay. Our Fulfillers might sometimes reject Orders because they do not have the capacity to produce the job in the timeframes requested, but generally do not reject Orders otherwise.

4.4. Fulfilment and delivery of your Order:  Dates for the fulfilment and delivery of Orders are provided as estimates by PDQ and are acknowledged and understood by you to be estimates only. Neither we nor our Fulfillers guarantee that Orders will be fulfilled and delivered by any estimated delivery dates. Our Fulfillers shall, however, make every reasonable effort to fulfil and deliver Orders on or before any estimated delivery dates requested or agreed and, if not achieved, as soon as reasonably practicable thereafter.

5. PRICE AND PAYMENT

5.1. VAT and delivery costs:  Prices will be as quoted on PDQ. These prices exclude VAT, which will be added to the total amount due where applicable and may exclude delivery costs (if you opt for ‘No delivery’).

5.2. Incorrect pricing:  In the unlikely event that PDQ provides you with an incorrect price and the correct price for any Order is higher than the price obtained on PDQ, we will normally contact you before the Order is accepted by our Fulfiller. In such an event, we are not under any obligation to ensure that the Order is fulfilled at the incorrect lower price or to compensate you in respect of incorrect pricing.

5.3. Payment terms:  Payment is due immediately upon the placement of your order in PDQ by debit or credit card. Orders that remain unpaid within three (3) working days of the date of your order will be automatically cancelled .

6. CUSTOMER SERVICES

6.1. General:  Customer service is extremely important to us. Subject to clauses 6.5 and 11, our Print Services Team will try to assist you where possible if you have any problems with your Order. You can contact our Print Services Team using PDQ online chat function or by calling the telephone number shown on PDQ. You can also email the Print Services Team directly on ‘print.services@haybrooke.com’.

6.2. Questions about your Order:  If your Order is taking longer than expected or you have any other questions or queries about your Order, please contact our Fulfiller directly using the messaging tools built into PDQ or contact our Print Services Team as described in clause 6.1 above and one of our Print Services Advisers will seek to help you.

6.3. Changing or cancelling your Order:  If you wish to change or cancel your Order, please contact our Fulfiller directly using the messaging tools built into PDQ or contact our Print Services Team as described in clause 6.1 above. There is no guarantee that we will be able to agree to your requests if our Fulfiller has already started to fulfil your Order or manufacture and supply the Products ordered.

6.4. Complaints or feedback:  If you have any complaints or feedback about or otherwise relating to the quality of any Product or service provided by any of our Fulfillers, please provide such complaints or feedback to our Print Services Team to reflect your experience. Your opinion matters and is an important part of our quality control process.

6.5. Compensation:  If you are dissatisfied with the quality of any Product or service provided by any of our Fulfillers and wish to seek a refund, a proportionate price reduction or any other form of compensation or remedy, you must contact our Print Services Team as described in clause 6.1 above and one of our Print Services Advisers will seek to satisfactorily resolve the matter. However, we are not able to provide, and disclaim any responsibility or liability for providing, any compensation to you on behalf of any of our Fulfillers.

7. LICENCE

7.1. Permitted use:  You are permitted to use PDQ and print and download extracts from our website for your own internal business purposes and not for any other commercial purpose or use on the following basis:

7.1.1      You must not misuse PDQ (including by hacking or "scraping" our website) or in any other way adversely affect, damage, or take advantage of the PDQ brand or our reputation or bring us into disrepute.

7.1.2      Unless otherwise stated, the copyright and other intellectual property rights in PDQ and in material published on it (including, without limitation, photographs, and graphical images) are owned by us or our licensors. These works are protected by copyright laws and treaties around the world and all rights are reserved. For the purposes of this Agreement, any use of extracts from PDQ other than in accordance with this clause 7.1 is prohibited.

7.1.3      You must not modify the digital or paper copies of any materials that you print off in accordance with this clause 7.1 and you must not use any pictures, photographs or any other graphics, video, or audio sequences separately from any accompanying text.

7.1.4      You must ensure that our status as the owner and operator of PDQ is always acknowledged.

7.1.5      You are not allowed to use any of the materials on PDQ or PDQ itself for any commercial purposes other than your own internal business purposes without first obtaining a licence from us to do so.

7.2. Limitation on use:  Except as stated in clause 7.1 above, PDQ may not be used, and no part of PDQ may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service, without our prior written permission.

7.3. Reservation of rights:  Any rights not expressly granted in this Agreement are reserved.

8. WEBSITE ACCESS

8.1. Website availability:  While we try to ensure PDQ is normally available twenty-four (24) hours a day, we do not undertake any obligation to do so, and we will not be liable to you if PDQ is unavailable at any time or for any period.

8.2. Information security:  The transmission of information via the Internet is not completely secure. Although we take the steps required by law to protect your information, we cannot guarantee the security of your data transmitted to PDQ; any transmission is at your own risk.

9. ARTWORK MATERIAL

9.1. General:

9.1.1      Other than personally identifiable information, which is covered under our  Privacy Policy , any artwork material you upload to PDQ or otherwise transmit to us for onward provision to our Fulfiller (including, without limitation, proofs) (“Artwork Material”) will be considered non-confidential and non-proprietary. By uploading or transmitting any Artwork Material to PDQ or otherwise to us, you represent and warrant that you own or otherwise control all the rights to such Artwork Material and that we and our Fulfillers are free to use any such Artwork Material for our respective business purposes.

9.1.2      You represent and warrant that any Artwork Material you upload or transmit to PDQ or otherwise to us does not and will not breach any of the restrictions in clause 9.2 or 9.3 below.

9.2. Artwork Material Policy:  You are prohibited from uploading to PDQ or otherwise transmitting to us for onward provision to our Fulfiller any Artwork Material that:

9.2.1      breaches any applicable local, national or international law;

9.2.2      is unlawful or fraudulent;

9.2.3      amounts to unauthorised advertising; or

9.2.4      contains viruses or any other harmful programs.

9.3. Particular prohibited acts:  In particular, any Artwork Material that you upload to PDQ or otherwise transmit to us for onward provision to our Fulfiller must not:

9.3.1      contain any defamatory, obscene or offensive material;

9.3.2      promote violence or discrimination;

9.3.3      infringe the intellectual property rights of another person;

9.3.4      breach any legal duty owed to a third party (such as a duty of confidence);

9.3.5      promote illegal activity or invade another’s privacy;

9.3.6      give the impression that they originate from us; or

9.3.7      be used to impersonate another person or to misrepresent your affiliation with another person.

9.4. Removal:  The prohibited acts listed in clause 9.2 and 9.3 above are non-exhaustive. We reserve the right (but do not undertake, except as required by law, any obligation) and have the sole discretion to remove any Artwork Material uploaded by you to PDQ or otherwise transmitted by you to us for onward provision to our Fulfiller that we determine breaches a prohibition in clause 9.2 or 9.3 above, is otherwise objectionable or may expose us or any third parties to any harm or liability of any type, or for any other reason. We will notify you in the event of any such removal. To the fullest extent permitted by law, we do not, however, assume any responsibility or liability to you or any other person for any such Artwork Material, including (without limitation) any mistakes, defamation, obscenity, omissions, falsehoods, or unlawfulness in any such Artwork Material.

9.5. Images:  Any images of products displayed on PDQ are provided as a design feature of PDQ only and may not be either: (a) an image of any Product produced by our Fulfiller; or (b) representative of any Product you receive from our Fulfiller.

9.6. Liability:  You agree to indemnify us against any losses, damages, and claims (and all related costs) incurred by or made against us by any third party arising out of or in connection with any Artwork Material that you provide in breach of any of the representations and warranties given and/or restrictions set forth in this clause 9.

9.7. Disclosure to authorities and courts:  You acknowledge that we will fully co-operate with any competent authority requesting or directing us to disclose the identity or location of anyone uploading Artwork Material in breach of clause 9.2 or 9.3 above or any other applicable restriction and you release us to the fullest extent permitted by law from all liability in relation to such disclosure.

10. LINKS TO AND FROM OTHER WEBSITES

10.1. Third-party websites:  Links to third party websites on PDQ are provided solely for your convenience. If you use these links, you leave PDQ. We have not reviewed and do not control any of these third-party websites (and are not responsible for these websites or their content or availability). We do not endorse or make any representation about these websites, their content or the results from using such websites or content. If you decide to access any of the third-party websites linked to PDQ, you do so entirely at your own risk.

10.2. Linking permission:  You may link to PDQ's homepage (www.pdqprinthub.com), provided that:

10.2.1    you do so in a fair and legal way which does not adversely affect, damage or take advantage of the PDQ brand or our reputation or bring us into disrepute;

10.2.2    you do not establish a link from a website that is not owned by you or in a way that suggests a form of association with or endorsement by us where none exists;

10.2.3    any website from which you link must comply with the content standards set out in this Agreement, particularly those set out in clause 9 above; and

10.2.4    we have the right to withdraw linking permission at any time and for any reason.

11. DISCLAIMERS

11.1. Website pricing and particulars:  While we try to ensure that all pricing on PDQ is correct, we do not take responsibility for our Fulfillers’ production and machinery data inputs, nor can we guarantee that it is accurate, up-to-date or complete. We may make changes to: (a) the calculation methodology we use on PDQ; (b) the functionality of our website; or (c) the range of Products available on it, at any time without notice.

11.2. Manufacturer’s warranty:   Although we have no control over the actions or omissions of any of our Fulfillers, the legal contract for your purchase of any Products is between you and us, and we then in turn enter into a legal contract with our regional production partner for the fulfilment of your Order and the manufacture and supply of the Products ordered, as described in clause 1.3 above. Accordingly, as our regional production partner warrants to us that your Order shall be fulfilled and that the Products ordered shall be manufactured and supplied with reasonable skill and care, and that such Products shall on delivery: (a) conform in all material respects with their description; (b) be free from material defects in design, material and workmanship; and (c) be of satisfactory quality, we in turn warrant the same to you. If you have any problems with your Order , including (without limitation) with the quality of any Product or service provided, please contact our Print Services Team as described in clauses 6.1, 6.2 and 6.5 above and we will make every reasonable effort to satisfactorily resolve the matter (which will be the full extent of our liability if the matter is satisfactorily resolved). If and to the extent that we are unable to satisfactorily resolve the matter, the full extent of our liability (if any) is set out in clause 12 below and/or elsewhere in this Agreement (as applicable). Without limiting the generality of the foregoing, you acknowledge and accept the following by using PDQ:

11.2.1    we do not give any undertaking that the Products ordered through PDQ will be suitable for your purposes and we disclaim any such warranties;

11.2.2    delivery dates are provided as estimates only. We do not guarantee that Orders will be delivered by any estimated delivery dates; and

11.2.3    we do not guarantee that we will accept and fulfil all Orders. We have the discretion to reject Orders at any time because our Production Partners are too busy, they lack capacity or capability, or for any other reason.

11.3. Exclusion of terms:  We provide you with access to and use of PDQ on the basis that, to the maximum extent permitted by law, we exclude all representations, warranties, conditions, undertakings, and other terms in relation to PDQ and your use of it except as otherwise expressly provided in this Agreement.

12. LIABILITY

12.1. General:  Nothing in this Agreement excludes or limits our liability for death or personal injury arising from our negligence, our liability for fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited under applicable law.

12.2. Exclusion of liability:  Subject to clause 12.1 above, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with PDQ (including the use, inability to use or the results of use of PDQ) for any:

12.2.1    loss of profits, sales, business, or revenue;

12.2.2    loss or corruption of data, information, Artwork Materials or software;

12.2.3    loss of business opportunity;

12.2.4    loss of anticipated savings;

12.2.5    loss of goodwill or reputation; or

12.2.6    indirect or consequential loss.

12.3. Limitation of liability:  Subject to clauses 11, 12.1 and 12.2 above, our total liability to you in respect of all other losses arising under or in connection with PDQ or your use of it, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total value of your relevant Order.

12.4. Additional costs:  You assume full and sole responsibility for any additional or associated costs that you may incur in connection with or as a result of your use of PDQ, including (without limitation) costs relating to the servicing, repair or adaptation of any equipment, software or data that you may own, lease, license or otherwise use to access PDQ.

13. SERVICE MISUSE

13.1. Consequences of misuse:  We may terminate or suspend at our absolute discretion your right to access and use PDQ immediately by notifying you in writing (including by email) if we have reasonable cause to suspect that:

13.1.1    you have placed Orders outside of PDQ directly with our Fulfillers, having first used PDQ to obtain prices for the same Products, or otherwise misused PDQ;

13.1.2    you have used PDQ in breach of clause 7.1 above;

13.1.3    you have uploaded Artwork Material in breach of clause 9.2 or 9.3 above;

13.1.4    you have breached clause 10.2 above; or

13.1.5    you have breached any other material terms of this Agreement.

13.2. Obligations upon termination:  Upon termination or suspension of this Agreement you must immediately settle all invoices outstanding to us. All Orders that are currently in the system that have not yet gone into production will be cancelled. Orders that are in progress will be fulfilled out of goodwill and invoiced for payment on delivery.

14. WRITTEN COMMUNICATIONS

14.1. Applicable laws  require that some of the information or communications we send to you should be in writing. When using PDQ, or ordering Products via PDQ, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on PDQ. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information, and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

15. EVENTS OUTSIDE OUR CONTROL

15.1. We will not be liable or responsible  for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by events outside our reasonable control ("Force Majeure Event").

15.2. A Force Majeure Event  includes any act, event, non-occurrence, omission, or accident beyond our reasonable control and includes (without limitation) the following:

15.2.1    strikes, lockouts or other industrial action;

15.2.2    civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

15.2.3    fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster;

15.2.4    impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

15.2.5    impossibility of the use of public or private telecommunications networks; and

15.2.6    acts, decrees, legislation, regulations or restrictions of any government.

15.3. Our performance under this Agreement  is deemed to be suspended for the period that any Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring any Force Majeure Event to a close or to find a solution by which our obligations under this Agreement may be performed despite the Force Majeure Event.

16. SPECIAL CONDITIONS

 

16.1 Default: We may immediately discontinue your access to PDQ if you are in default of any obligation under this Agreement which is incapable of remedy or where the default is capable of remedy and you have failed to remedy the default within thirty (30) days of our written notice to you.

 

16.2 Change of control: We may immediately discontinue your access to PDQ if there is any change of control or change of ownership of your company to any party that: (a) is a competitor of ours; or (b) causes or could reasonably be said to cause any adverse or detrimental impact on our ability to perform or fulfil our obligations under and in accordance with this Agreement.

 

16.3 Failure to pay: We may immediately discontinue your access to PDQ if you do not pay your debts to us as they fall due.

 

16.4 Agreed term: The parties agree to a minimum 12 (twelve) months term of service for your use of PDQ. Your access to PDQ may be discontinued at any time for convenience by either party by giving the other party no less than three months’ written notice of discontinuation providing the minimum term is satisfied. Discontinuation pursuant to this clause 16.4 will be without liability, save for any outstanding charges or any other sum(s) due to us under or in accordance with this Agreement (including, but not limited to, reasonable unavoidable expenditure to which we have already committed at the time of service of notice of discontinuation or which is required to complete an existing Order during the discontinuation notice period). We will supply documentation to support any such claims against you.

 

16.5 Our confidentiality: You will not, except in the proper use of PDQ under and in accordance with this Agreement:

16.5.1    use, divulge or communicate to any person or company any confidential information belonging to our Fulfillers or us. Such confidential information includes, but is not limited to, information concerning the business, accounts, finance, contractual arrangements, market or production research, product development, information about goods and services, and information about other customers of our Fulfillers or us that may come to your knowledge, whether received by you directly or indirectly; or

16.5.2    induce or seek to induce, by any means involving the disclosure or use of confidential information, any of our Fulfillers to cease dealing with or to restrict or vary the terms upon which our Fulfiller deals with us.

Rights and obligations under this clause 16.5 shall continue indefinitely after any termination of this Agreement.

16.6 Your confidentiality: We will not, except in the proper use of PDQ and execution of the services we are required to provide to you under and in accordance with this Agreement:

16.6.1    use, divulge or communicate to any person or company any confidential information belonging to you. Such confidential information includes, but is not limited to, information concerning the business, accounts, finance, contractual arrangements, market or production research, product development, information about goods and services, and information about you or your customers or that may come to our knowledge, whether received by you directly or indirectly;

16.6.2    engage directly with any of your customers, having first been introduced to them by you for the purposes of providing or seeking to provide Products to them other than through or by way of using PDQ; or

16.6.3    induce or seek to induce, by any means involving the disclosure or use of confidential information, any of your customers to cease dealing with or to restrict or vary the terms upon which they deal with you, respectively.

Rights and obligations under this clause 16.6 shall continue indefinitely after any termination of this Agreement.

16.7 Non-compete: We will not, except in the execution of the services provided to you in accordance with this Agreement, induce or seek to induce any customer of yours to cease dealing with you directly or to restrict or vary the terms upon which they deal with you.

17. MISCELLANEOUS

17.1. Privacy Notice:  We are committed to protecting your privacy and security. All personal data that we collect from you will be processed in accordance with our Privacy Notice. You should review our  Privacy Notice .

17.2. Severability:  If any part of this Agreement is determined by any competent authority to be invalid, unlawful, or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

17.3. Entire agreement:  This Agreement and any document expressly referred to in it constitute the whole agreement between you and us and supersede all previous discussions, correspondence, negotiations, previous arrangements, understanding or agreements between us relating to the subject matter of PDQ.

17.4. No waiver:  Any failure or delay by you or us in enforcing (in whole or in part) any provision of this Agreement will not be interpreted as a waiver of your or our rights or remedies.

17.5. Assignment:  You may not transfer any of your rights or obligations under this Agreement without our prior written consent. We may transfer any of our rights or obligations under this Agreement without your prior written consent to any of our affiliates or any business that we enter into a joint venture with, purchase or are sold to.

17.6. Headings:  The headings in this Agreement are included for convenience only and shall not affect their interpretation.

18. GOVERNING LAW AND JURISDICTION

18.1. This Agreement  shall be governed by and construed in accordance with English law, and each of the parties irrevocably agrees to submit all disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the English courts.