1. The Contract Between Us
1.1. These Terms govern the use of the Services offered by Prodigi Group Ltd and it’s operating companies Prodigi UK Ltd, Pwinty Ltd, Prodigi BV ("the Company" or "we" or "us"). The Company is registered in United Kingdom under company number 10844939 with its address at 114 Creative Quarter, 8a Morgan Arcade, The Hayes, Cardiff, South Glamorgan, CF10 1AF, UK
1.3. We reserve the rights to change the content of our Sites, Platform or Apps, including these terms and conditions at any time without notice, by posting such changes on our Sites. It is your responsibility to familiarise yourself with the Terms regularly to ensure that you are aware of any changes. Your continued use of the Services following the posting of any such changes will constitute your acceptance of the revised Terms.
If you do not accept these Terms you may not use our Sites, Platform or Apps.
2. Changes to these terms
2.1 We may revise these Terms at any time by amending this page. Please check this page from time to time to take notice of any changes we made, as they are binding on you. Your use of the Services after we post a change will constitute your acceptance of and agreement to such changes. Therefore, you should frequently review these Terms and the connected documents to see if they have been changed.
3. Your use of the Services
3.1. The "Services" include the services offered to you from time to time when you access our Sites, Platform or Apps. The Services may include (without limitation) (i) access to the Pwinty APIs and/or other APIs and/or associated SDKs (together constituting the "Platform") made available to you including in order to integrate the Services with other systems; (ii) use of the payment processing service made available to you; and (iii) the purchase of Products (including the submission of Content for incorporation by us into Products), either on your own behalf of on behalf of your own customers or clients, including the use of our API dashboard.
3.2. The Services are only intended for use in a commercial context, rather than use as a consumer or otherwise in a private capacity. By using the Services on behalf of a business, you confirm that you have authority to bind that business on whose behalf you act.
3.3. You must not use the Services for any illegal or unauthorised purpose and in using the Services you agree to comply with all applicable laws, rules and regulations, including in any jurisdiction from which you access the Services. To the extent that the Services (including the use of our site) is not legal in your jurisdiction, you may not use our Site or Platform. In particular, you must not:
- 3.3.1. submit violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or other content via the Services;
- 3.3.2. defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you must not submit private or confidential information via the Services without first obtaining the relevant consent;
- 3.3.3. change, modify, adapt or alter the Services or change, modify or alter another website so as to falsely imply that it is associated with the Services or us;
- 3.3.4. create or submit unwanted email, comments, likes or other forms of commercial or harassing communications (a/k/a "spam") to any Services users;
- 3.3.5. knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
- 3.3.6. attempt to restrict another user from using or enjoying the Services; or
- 3.3.7. encourage or facilitate violations of these Terms.
3.4. You are solely responsible for your interaction with other users of the Services, whether online or offline. You agree that we are not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Please exercise common sense and your best judgment when interacting with others.
3.5. To the extent that the integration of the services offered by you with the Services allows your customers or clients to access the Services, you agree that you will be liable for the acts or omissions of such customers or clients as if they were your own.
4. Your account
4.1. By selecting or confirming the "Accept" button as part of your account creation or sign-up you accept and agree to be bound by these terms and conditions which shall govern the agreement between us.
4.2. You may not use the Services unless you have registered with us and provided the relevant details requested. You are responsible for any activity that occurs through your account and you agree you will not sell, transfer, license or assign your account, followers, username, or any other rights associated with your account. You are responsible for keeping your password secret and secure.
4.3. As a condition to using Services, you are required to open an account with the Company and select a password and username, and to provide registration information. The registration information you provide must be accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your the Company account.
4.4. You must not create accounts with the Services through unauthorised means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper. With the exception of accessing RSS feeds, you will not use any robot, spider, scraper or other automated means to access the Site or Platform for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Site or Platform or any activities conducted on the Site or Platform; or (iii) bypass any measures we may use to prevent or restrict access to the Site or Platform.
4.5. You agree that you are responsible for all data charges you incur through use of the Services.
4.6. Services are available only to individuals who are either (i) at least 18 years old, or (ii) at least 13 years old, and who are authorised to access the Site or Platform by a parent or legal guardian. If you have authorised a minor to use the Site or Platform, you are responsible for the online conduct of such minor, and the consequences of any misuse of the Site or Platform by the minor.
5.1. Please read this section carefully before posting, uploading, or otherwise submitting any Content to our Sites or Platform. By submitting content to the Site or Platform you are granting the Company a worldwide, non-exclusive license to use the Content and are representing and warranting to the Company that the content is owned or duly licensed by you, and that the Company is free to publish, distribute and use the Content as hereinafter provided for without obtaining permission or license from any third party. In order to make Products, you hereby grant to the Company a royalty free, worldwide, transferable, non-exclusive right and license to use your Content to fulfill orders.
5.2. You are solely responsible for your conduct and any data, text, files, information, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials (collectively, "Content") that you submit, post or display via our Site or Platform, whether the Content originates from you or from your customers or clients. You acknowledge that we have no direct contractual relationship with your customers or clients and agree that you will be liable under these Terms for Content submitted by your customers or clients, as if it had been submitted by you.
5.3. In consideration of the Company’s agreement to allow you to post Content to the Site or Platform and the Company’s agreement to publish such Content and for other valuable consideration the receipt and sufficiency of which are hereby expressly and irrevocably acknowledged, you agree with the Company as follows:
- 5.3.1 You acknowledge that:
- 22.214.171.124. By uploading your photographic or graphic works to the Company you retain full rights to those works that you had prior to uploading; and
- 126.96.36.199. Subject to the terms of the foregoing license, you retain full ownership or other rights in your Content and any intellectual property rights or other proprietary rights associated with your Content.
- 5.3.2. You represent and warrant that:
- 188.8.131.52. You are the owner of all rights, including all copyrights in and to all Content you submit to the site;
- 184.108.40.206. You have the full and complete right to enter into this agreement and to grant to the Company the rights in the Content herein granted, and that no further permissions are required from, nor payments required to be made to any other person in connection with the use by the Company of the Content as contemplated herein; and
- 220.127.116.11. The Content does not defame any person and does not infringe upon the copyright, moral rights, publicity rights, privacy rights or any other right of any person, or violate any law or judicial or governmental order.
- 5.3.3. You shall not have any right to terminate the permissions granted herein, nor to seek, obtain, or enforce any injunctive or other equitable relief against the Company, all of which such rights are hereby expressly and irrevocably waived by you in favour of the Company.
6. Copyright complaints
6.1. The Company respects the intellectual property rights of others. It is our policy to respond promptly any claim that Content posted on the Site infringes the copyright or other intellectual property infringement ("Infringement") of any person. the Company will use reasonable efforts to investigate notices of alleged Infringement and will take appropriate action under applicable intellectual property law and these Terms where it believes an Infringement has taken place, including removing or disabling access to the Content claimed to be infringing and/or terminating accounts and access to the Site.
6.2. To notify the Company of a possible Infringement you must submit your notice in writing to firstname.lastname@example.org and include in your notice a detailed description of the alleged Infringement sufficient to enable the Company to make a reasonable determination. Please note that you may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any Content is infringing your copyright.
6.3. If we remove or disable access to Content in response to a notice of Infringement, we will make reasonable attempts to contact the user who posted the affected Content. If you feel that your Content is not infringing, you may provide the Company with a counter notice in writing to email@example.com. You must include in your counter notice sufficient information to enable the Company to make a reasonable determination. Please note that you may be held accountable for damages (including costs and attorneys' fees) if you materially misrepresent that your Content is not infringing the copyrights of others.
6.4. If you are uncertain whether an activity constitutes Infringement, we recommended seeking the advice of a lawyer.
7. Removal of Content
7.1. The Company may remove any Content that it believes to be in breach of the Terms. In all cases copies of your Content posted on any third party sites and used for promotional purposes shall be removed within a reasonable period of time following your removal request, however submitted.The Content will continue to be available in respect of any Products which were purchased by Customers prior to their removal from the Site until the fulfillment of such purchase requests.
7.2. Subject to the licenses granted to the Company in these Terms you retain full ownership of your Content.
8. Accessing our Services
8.1. We do not guarantee that our Services, or any content on it, will always be available or be uninterrupted. We may suspend, withdraw, discontinue or change all or any part of our Services without notice. We will not be liable to you if for any reason our Services is unavailable at any time or for any period.
8.2. You are responsible for making all arrangements necessary for you to have access to our Services. You are also responsible for ensuring that all persons who access any of the Services through you (including your customers or clients) are aware of these Terms and other applicable terms and conditions, and that they comply with them.
8.3. We encourage you to maintain your own backup of Content submitted to us. We will not be liable to you for any modification, suspension, or discontinuation of the Services, or the loss of any Content. You also acknowledge that the internet may be subject to breaches of security and that the submission of Content or other information may not be secure.
9. Purchasing products from us
9.1. "Products" includes any and all tangible products made available by us through the Services. If you purchase Products from us through the Services, this Clause 7 shall apply.
How the contract is formed between you and us
9.2. After you place an order, we will confirm our acceptance to you by sending you a notification (via the Services, including the dashboard made available to you) containing an order number (a "Confirmation"). The Contract between us will only be formed when we send you the Confirmation.
9.3. If we are unable to supply you with a Product, for example because that Product is not in stock or no longer available or because of an error in the price on our site, we will inform you of this prior to sending you a Confirmation and we will not process your order. If you have already paid for the Products, we will refund you the full amount as soon as possible.
9.4. Once the Contract between us is formed you may not cancel the Product order. This is because the Products you order are entirely bespoke and we use a highly automated print system whereby all Product orders are immediately placed into the print system for processing.
Quality of the Products
9.5. The images of the Products on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the Products. Your Products may vary slightly from those images. The packaging of the Products may also vary from that shown on images on our site.
9.6. We make every effort to supply the Products as advertised but reserve the right to supply the Products subject to minor variations in actual dimensions and specifications stated. All orders will be produced using the information provided by you at the time of order and we will not be held responsible for any errors submitted by the customer, including where Content of a low resolution or file size has been submitted to print.
9.7. We are committed to providing our customers with the highest quality Products. However, on rare occasions, products may be found to be faulty or defective. You must tell us of any Product faults within 20 days of the date on which we sent you the Confirmation relating to those Products. To report any problems, please contact us on firstname.lastname@example.org. We will endeavour to respond to all customer service requests within 48 hours. We will only refund or replace items where required to do so by law and may require photographic evidence of the faulty or defective Products.
10.1. We use third party printers to create Products through the Services, and our third party suppliers deliver the Products either (i) to the relevant addressee if the order is for mail delivery, or (ii) for pickup & collection in a specified retail location. We will use our reasonable endeavours to fulfil your order by the estimated delivery date set out in the Dispatch Confirmation, generally within the hour for retail based services, and 5 working days UK, 10 working days Europe or 14 working days internationally unless there is an Event Outside Our Control. If we are unable to meet the estimated delivery date because of an Event Outside Our Control, we will contact you with a revised estimated delivery date.
10.2. Mail delivery is deemed to take place when the goods are delivered to your addressee’s nominated address, whereupon the risks of loss and all damage and all other risks pass to the addressee.
10.3. We retain title in the goods until payment is received by us in full.
10.4. We will attempt to produce goods in the country of the addressee. If that is not possible, we deliver internationally to countries with a functioning postal service ("International Delivery Destinations"). However you acknowledge that we cannot be liable for the functioning of such postal services.
10.5. If you order Products for delivery to a destination where we can not produce and deliver locally, we need to delivery to an International Delivery Destination, and your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount. You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
11.1. You agree to pay the prices for the Products as set out on our site from time to time or as otherwise agreed in writing. Although we endeavour to keep prices as accurate and up to date as possible sometimes errors do occur. If a price error has occurred we will inform you of this at the time of order.
Using our payment system to process your customer or client’s Product orders
11.2. In the event that you have elected to use the payment processing service in order to process the payment for Products ordered by your customers or clients:
- 11.2.1. you may be required to provide PayPal or other relevant payment details prior to being permitted to integrate the payment processing system into your own operations;
- 11.2.2. You will be notified of the designated cumulative fee value of Product orders fulfilled during a calendar month period. We make payment of the relevant sums, minus any external fees received by us to the account details provided; and
Using your payment system to process your customer or client’s Product orders
11.3. In the event that you have elected to use your own payment processing service in order to process the payment for Products ordered by your customers or clients:
- 11.3.1. You may be required to provide debit or credit card (or other relevant payment) details;
- 11.3.2. You will be notified of the cumulative fee value of Product orders fulfilled during each calendar month; we will take payment of the relevant sums immediately from the account details provided.
12. Intellectual property rights
12.1. We (or our licensors) are the owner of all intellectual property rights in our Services, and in the material published on it including the Sites or Platform, other than the Content.
12.2. In the event that you wish to access Company Sites, Platforms or Apps, we hereby grant you a nonexclusive, sub-licensable, transferable, worldwide, royalty-free licence to use the Company Sites Platform or Apps and applications whilst these Terms are in effect solely for the purposes of integrating your (or your client’s) business website or application with ours in order to enable you or your customers or clients to place orders for Products using the Services.
12.3. Except for the Content submitted by you or your customers or clients, you may not copy, download, use, redesign, reconfigure, or retransmit anything from the Services without our express prior written consent. Any use of such proprietary material, other than as permitted therein, is expressly prohibited without the prior permission of us and/or the relevant right holder.
12.4. Except as permitted under these Terms, you must not use any part of the content on our website or made available through the Services for commercial purposes without obtaining a licence to do so from our licensors or us.
12.5. If you print off, copy or download any part of our Services in breach of these Terms, your right to use our Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
12.6. The service marks and trademarks of the Company are trademarks owned by the Company. Any other trademarks, service marks, logos and/or trade names appearing on the Services are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
13.1. EXCEPT IN RELATION TO THE PURCHASE OF PRODUCTS, YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK AND IS PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
13.2. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER US NOR ANY OF OUR EMPLOYEES, MANAGERS, OFFICERS OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICES; (B) CONTENT; OR (C) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO US OR VIA THE SERVICES OR (D) ANY PRODUCTS YOU MAY PURCHASE THROUGH THE SERVICES. IN PARTICULAR, WE WILL NOT BE RESPONSIBLE FOR ENSURING THAT THE PRODUCTS ARE SUITABLE FOR YOUR PURPOSES.
13.3. WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. WE DO NOT WARRANT THAT YOUR USE OF THE SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION.
13.4. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, ARISING UNDER OR IN CONNECTION WITH THESE TERMS OR ANY CONTRACT FOR (A) ANY LOSS OF PROFITS, SALES, BUSINESS, OR REVENUE; (B) LOSS OR CORRUPTION OF DATA, INFORMATION OR SOFTWARE; (C) LOSS OF BUSINESS OPPORTUNITY; (D) LOSS OF ANTICIPATED SAVINGS; (E) LOSS OF GOODWILL; OR (F) ANY INDIRECT OR CONSEQUENTIAL LOSS.
13.5. NOTWITHSTANDING THE ABOVE, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED THE GREATER OF ONE HUNDRED POUNDS (GBP £100.00) OR THE PRICE OF THE PRODUCTS TO WHICH THE LIABILITY RELATES.
13.6. NOTHING IN THESE TERMS AND CONDITIONS EXCLUDES OR LIMITS OUR LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM OUR NEGLIGENCE, OR OUR FRAUD OR FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY ENGLISH LAW OR THE LAW OF THE JURISDICTION IN WHICH YOU USE THE SERVICES.
13.7. YOU AGREE TO INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING WITHOUT LIMITATION, REASONABLE LEGAL FEES AND COSTS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR BREACH OR ALLEGED BREACH OF THESE TERMS (INCLUDING ANY SUCH BREACH OR ALLEGED BREACH BY YOUR CUSTOMERS OR CLIENTS). YOU WILL COOPERATE AS FULLY REQUIRED BY US IN THE DEFENCE OF ANY CLAIM SUBJECT TO INDEMNIFICATION BY YOU. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AND YOU WILL NOT IN ANY EVENT SETTLE ANY CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT.
14. Events outside our control
14.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 14.2.
14.2. An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lockouts or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
14.3. If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
14.3.1. We will contact you as soon as reasonably possible to notify you; and
14.3.2. Our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
15.1. The Services may provide, or third parties may provide, links to other World Wide Web sites or resources. Because the Company has no control over such sites and resources, you acknowledge and agree that the Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
16.1. Without prejudice to any other rights that might be available to us, breach by you of these Terms may, in our sole discretion, result in immediate suspension or termination of your Services account.
16.2. You can deactivate your account by notifying us by email to email@example.com; Subject: Account Deactivation. If your account is deactivated, Content submitted by you or your customers or clients, and all other data associated with your use of the Services will no longer be accessible through your account, but those materials and data may persist and appear within the Services.
16.3. Upon termination or deactivation of your Account, all licences and other rights granted to you in these Terms will immediately cease. We reserve the right in our sole discretion to (i) continue with or (ii) cancel and refund any sums relating to, unfulfilled Contracts in effect at the time of termination or deactivation.
16.4. The Company may terminate your Account at any time for any reason or no reason. All Content remaining in your account will be removed by the Company upon termination of your store account.
17. Governing law and jurisdiction
17.1. The contract between us and any matter arising from or in connection with these terms and conditions shall be governed by and construed in accordance with English law and the English courts shall have jurisdiction to resolve any disputes between us.
17.2. Any claim or cause of action against the Company arising out of or related to use of this Website, the Service or the Products or otherwise under these terms and conditions must be filed within one (1) year after such claim or cause of action arose.
18. Communication methods
18.1. You agree that we may provide to you required notices, agreements and other information electronically as specified in these terms and conditions. If you want to withdraw your consent to receive notices electronically, you must discontinue your use of the Site.
19.1. This website is primarily intended for residents of the United Kingdom. The Company makes no representations that materials in this website are appropriate or available for use in other locations. Those who choose to access this website from other locations do so at their own risk and are responsible for compliance with any and all local laws, if and to the extent local laws are applicable. The failure of the Company to exercise or enforce any right or provision of these terms and conditions will not constitute a waiver of such right or provision.
19.2. No agency, partnership, joint venture, or employment is created as a result of the Terms and you do not have any authority of any kind to bind the Company in any respect whatsoever. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. the Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond the Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). If any provision of the Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable. The Company may transfer, assign or delegate the Terms and its rights and obligations without consent. Both parties agree that the Terms is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Terms, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein.
19.3. We may transfer our rights and obligations under these Terms to another organisation, and we will always notify you through the Sites or Platform, but this will not affect your rights or our obligations under these Terms. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.