About TemplateCloud

TemplateCloud is an on-line platform which (subject to the agreement below) gives you the power to share your creative endeavors across web channels and earn money for doing so. TemplateCloud operates in a rapidly developing environment and we can’t know that every aspect of the agreement below will be relevant in the future, to sustain TemplateCloud’s usability the agreement may change at any time at our discretion and you should regularly review it to understand how changes might impact you. Furthermore TemplateCloud relies on good practices and standards being upheld by its members. We strongly encourage you to regularly review any advice and guidance on the Site with regards to copyright, however we cannot determine for you whether you have the legal permission to upload content and it is your responsibility to abide by all relevant law and respect other peoples work and copyright. You will retain Copyright to your creative endeavors but for TemplateCloud to work we have to be able to deal with the content that you upload and do things like edit, reproduce, share, distribute and license in the manner set out in the Template Supply Agreement.

TEMPLATE SUPPLY AGREEMENT

THIS AGREEMENT GOVERNS THE USE OF THE SITE. IN CONSIDERATION OF PDC MAKING AVAILABLE ANY MEANS FOR YOU TO UPLOAD TEMPLATES AND BY ACCESSING OR USING THE SITE OR TEMPLATECLOUD’S SERVICES OR UPLOADING ANY TEMPLATES YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ALL REVISIONS THEREOF. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU AND THAT YOU HAVE HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO BE BOUND BY IT. YOU FURTHER AGREE THAT THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND PDC AND SUPERSEDES ANY PROPOSAL OR PREVIOUS AGREEMENT, ORAL OR WRITTEN AND ANY OTHER COMMUNICATION BETWEEN US RELATING TO YOU ACCESSING OR USING THE SITE OR TEMPLATECLOUD’S SERVICES OR YOUR UPLOADING OF ANY TEMPLATES TO US. FOR THE AVOIDANCE OF ANY DOUBT HOWEVER, THIS CLAUSE DOES NOT SEEK TO EXCLUDE OR LIMIT OUR LIABILITY FOR FRAUDULENT MISREPRESENTATION.

Background

This Template Supply Agreement (the “Agreement”) governs the terms by which you access or use the Site or supply PDC SA (“PDC” “us” or “we”) with data or images and other content in the form prescribed by our Template Creation Guide or otherwise required by the Site (“Templates” and any content or part thereof being “Template Content”) through the web site located at www.templatecloud.com (or any alternative or replacement sites, together the “Site” or “TemplateCloud”) and the manner in which such Templates will be made available by PDC through distribution channels operated by it or any entity that controls, is controlled by or is under common control with PDC at any time during the term of this Agreement, where control means a 50% or greater ownership interest in such entity (each an “Affiliated Member” and together with PDC the “Printing.com Group”) and through third party distributors, licensees and channel partners of the Printing.com Group.

This is an agreement between PDC and anyone granted a User Account, username and password for the Site (“you” or the “Template Supplier”) it is a fairly lengthy agreement and it contains important provisions that govern your rights and obligations. At our sole discretion we may modify the Agreement at any time and such changes will be effective immediately, you hereby waive any right you may have to receive notice of such changes and you will be bound by such modifications and the Agreement will remain in full force and effect until terminated in accordance with termination provisions set forth below. If the Agreement is modified we will upload an amended Agreement on to the site. At any particular time, the version of the Agreement that will govern your relationship with us and our rights and obligations with respect to any Template will be that version of the Agreement appearing on the Site at the time you last submitted a Template. By uploading Templates you may be exposing them to end users around the world 24 hours a day 7 days a week, each distinct Template you upload to Site will be governed by this Agreement.

By applying for and being granted a User Account, username and password for the Site you appoint PDC to act as your licensee to license, sublicense and distribute Templates on the terms and conditions set forth in this Agreement. If you apply for a User Account on behalf of any entity you represent and warrant that you are authorized to do so and to enter into and bind such entity by this Agreement.

Non Exclusive License and non compete obligation

Copyright, in and to the Templates will be retained by you, and no title to copyright is transferred or granted in any way to PDC or any third party except as provided in this Agreement.

As your appointed licensee and distributor to sell, license or sublicense Templates to third parties Worldwide on the terms set forth in this Agreement you grant to us and to each Affiliated Member:

1. the non exclusive, transferable, perpetual, worldwide, right and license to use, modify, create derivative works from, reproduce, distribute, publish or display in any way, transmit or communicate in anyway the Templates to prospective purchasers and licensees through the Site, any other distribution channel operated by the Printing.com Group and its third party distributors, licensees and channel partners and otherwise (and by any means whatsoever now or in the future existing and through any person (including any licensee and/or distributor and/or partner of ours)) exploit all and/or any part of the Template. We may, in our absolute discretion, sub-licence any and/or all of the rights that you have granted to us through any number of sub-licences (whether direct or through any number of dependent sub-licences) and/or sub-licensees and may grant others the right to grant sub-licences of the rights granted to them (including the right themselves to sub-licence the rights granted to them);
2. the right, without payment or compensation whatsoever to you, to use, modify, make derivative works, reproduce, distribute, sublicense, publish or display in any way, transmit or communicate in anyway the Templates for its own business purposes relating to the promotion of the Site and the Templates, furthermore you agree that the Printing.com Group shall have the exclusive right to design marketing literature for such purposes.

Restrictions

You agree that during the term of this Agreement and for a period of 6 months following its termination you will not, howsoever, sell, supply or make available any Template to, or howsoever exploit any Template through and/or in connection with and/or with the assistance of any person who, having regard to the services that we are providing and/or are able to provide through and/or in connection with the Site (including making available graphics and art work created by third parties to end users on a commercial basis) could reasonably be considered to be a competitor of ours.. For the avoidance of any doubt we will consider on-line print management and web to print businesses and rights managed / royalty free pay as you go or subscription media suppliers (as those terms are commonly understood in the print and content supply industries) and any other similar businesses offering a service through which graphic images, designs, art work and similar may be shown and exploited on-line as competitors. You will not however be restricted from displaying your Template Content and or any other of your graphic images, designs or artistic work on a website through which and/or in connection with such website the Template Content and/or such other work cannot be purchased, licensed or howsoever used by a third party whether in return for payment or otherwise.

During the term of this Agreement you warrant and represent that you will not sell, assign, transfer or howsoever otherwise dispose of, grant any license and/or right in respect of or part in any other way with title and copyright, in and to the Template Content or do anything of a similar nature that detrimentally affects the rights granted to us or any other person (including any member of the PDC Group) under this agreement and/or which constitutes a derogation from grant.

Template Supply

You acknowledge that TemplateCloud provides a platform for you to upload Templates but that we do not unilaterally filter or examine all Templates uploaded or published on the Site and that we shall have the right but not the obligation to review Templates supplied by you and that we are not responsible for the content, quality or consequences of you uploading Templates.

You will submit Templates to us strictly in accordance with the Template Creation Guide and any other procedures and policies published on the Site or agreed between us (together and individually the “User Rules”) and we will in our sole discretion decide which Templates to accept or reject and we may reject or at any time remove any Template from the Site without any liability whatsoever to you. We give no warranties or guarantees that any Templates supplied to you will be accepted and, in considering any upload made by you, time shall not be of the essence.

Your access to and use of the Site are subject to the User Rules the terms of which are incorporated by reference into this Agreement, any breach or violation of this Agreement or the User Rules by you will entitle us to treat this agreement as terminated and to close your User Account and charge a termination fee equal to the unpaid Template Royalties in your User Account in order to cover the cost of administration.

In addition to our right to reject any Template we reserve the right to correct any errors or omissions and edit or modify any Templates uploaded by you which in our sole discretion breaches or may breach this Agreement, furthermore you agree and acknowledge that acting in good faith we may require you to amend any Templates (for legal, technical, social, economic or any other reason) and that you will promptly comply with our reasonable instructions in this regard and that if in our reasonable opinion you fail to do so we may make such amendments and create such derivative template as we shall deem appropriate and where we have made any amendments pursuant to the forgoing offset our reasonable costs of doing so against any royalties payable to you now or in the future. Notwithstanding the forgoing our acceptance of any Template in no way indicates that we accept, approve or endorse the Template Content, that is complies with any relevant law or absolves you from you obligations in respect of the Template Content.

By uploading Templates to the Site you warrant and represent that you exclusively own all rights, including title and copyright, in and to the Template Content, that there are no outstanding disputes in connection with such title and copyright, that it is your original creation and that you have the right, power and authority, hold all necessary licenses and have taken all action necessary to enable you to enter into, and to exercise your rights and perform your obligations under, this Agreement and allow the Printing.com Group to enjoy the rights granted to it under this Agreement.

Furthermore you warrant and represent that any Template Content associated with your User Account complies with all applicable laws and regulations and that all applicable permissions, authorities and consents have been granted by any third parties in respect of images of peoples, persons or property and further that no Template Content violates or infringes any copyright, design, trademark, patent, trade secret or other intellectual property right of any third party and you acknowledge that PDC prohibits the uploading of any Templates in breach of the forgoing and any Template Content that could reasonably considered to be defamatory, politically extreme, immoral, obscene, blasphemous or which could otherwise reasonably be held to offend public decency. As between you and us, you assume all risk and are solely responsible for any and all liability resulting from your use of the Site in a way that violates (or that produces content that violates) any law or the rights of others including, without limitation, laws concerning copyright infringement or privacy.

You agree that in respect of the Site or any Template uploaded by you you will not do or fail to do anything that will or may result in the distribution of any virus, worm, trojan horses or any other similar harmful or deleterious programming routines nor cause or seek to cause any act that violates any system or network security which, without limitation, shall include unauthorized access and/or probing or scanning of the system security and/or hacking or involve itself in spamming, mail bombing, system flooding or anything similar.

Account, Username and Password

You acknowledge and agree that in respect of the Site, you will on successful application be provided with an account (your “User Account”) and in respect of your User Account a username and password and that you must keep that password confidential to ensure that no unauthorized person accesses your User Account. You are responsible for maintaining the confidentiality of your password and all activities that occur under your password or User Account and in this regard, you shall indemnify and hold the Printing.com Group, its directors, officers, employees and licensees harmless against all claims, demands, actions, costs, expenses (including, but not limited, to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of any use or alleged use of the Site or uploading of any Template through your User Account or communication made in connection with your User Account by any person whether or not unauthorized by you. Furthermore you agree to immediately notify us of any unauthorized use of your User Account or password and you will ensure that you exit your User Account at the end of each session. You accept and agree that we shall not be liable for any loss or damage arising from you failure to adhere to the forgoing.

It is at our sole discretion whether to accept or reject your application for a User Account and you must supply us with all the contact information we request during the registration process including the bank account details you wish us to us when making payment and you hereby warrant and represent that you will not provide any false or misleading information to us and that all information provided to us in the registration process and thereafter in respect of an Template (including but not limited to ownership of its copyright) shall be accurate and complete, furthermore you agree to promptly update you registration information should there be any changes to it and you agree that any breach or violation of the forgoing by you will entitle us to treat this Agreement as terminated and to close your User Account and charge a termination fee equal to the unpaid Template Royalties amount in your User Account in order to cover the cost of administration.

You will ensure that any Template Content supplied by you does not contain any information (including any contact details) or mechanism (including any hypertext link) whereby an end user of all or any part of such Template Content and/or any visitor to the Site would, by using such information or mechanism be able to contact you directly (“Identifying Information”). If we, acting reasonably, consider that any Template Content does contain Identifying Information then we shall not feature such Template Content on the Site. Furthermore you acknowledge and agree that the method / style by which the identity of any contributor of any Template is identified, if at all, shall be at our sole discretion accordingly, you irrevocably waive any so called moral right to be identified as the author of and Template Content.

You acknowledge and agree that you have no right whatsoever to represent, or hold yourself out as representing the Site and/or us and/or any member of the Printing.com Group and accordingly, you shall not make any comment to any person (including any member of the media) purportedly on our behalf and/or on behalf of any member of the Printing.com Group and/or on behalf of the Site.

Payment

We agree to pay a portion (each a “Template Royalty”) according to the Royalty Schedule of the sums collected by us directly in respect of the use Templates that you have uploaded to the Site (and any derivative templates we have created from such Template) and which are subsequently used in connection with the print and any other services provided by the Printing.com Group which have been ordered and processed via the online payment processing system (each a “Checkout”) of any distribution channel operated by any member of the Printing.com Group (a current list of such channels can be found here). We shall be entitled to amend the Royalty Schedule from time to time at our sole discretion. At any particular time, the version of the Royalty Schedule that will apply in respect of your Agreement with us will be the version of the Royalty Schedule appearing on the Site at the time you last submitted a Template. For the avoidance of doubt the Template Royalty is applicable to sale value of the Template and not the entire amounts paid for the product and/or service that utilises the Template in question) and nothing in this Agreement entitles the Template Supplier to any other sums paid in connection with the print and any other services provided by the Printing.com Group. For example, if the product that utilizes the Template in question costs an end user £100 then if we deem that £20 of that £100 is the amount attributable for the use of the Template in question then you shall only be entitled to a royalty on that £20. You acknowledge and agree that conclusive and definitive evidence of the sum paid (and currency in which it was made) for the Template in respect of each completed Checkout process shall be that recorded as such on the systems owned and operated by the Printing.com Group (save for in the case of manifest error). You further acknowledge and agree that you will not earn a Template Royalty in respect of any order, regardless of whether a successful Checkout process was completed in respect of such order, where such order is returned, refunded or not paid for.

On registration you must specify a single country (the “Home Market”) for which the Templates you upload are principally designed for, your first language must be the national language of the Home Market and you must supply all relevant bank account details for an account within the legal and administrative jurisdiction of the Home Market (the “Bank Account”) that we would need in order to make payment to you. It is your responsibility for creating and maintaining the Bank Account.

When requested by you and so long as you are not in breach of this Agreement we will endeavor to make payment to your Bank Account on the 21st day (or next working day in the UK if the 21st day is not a working day) of the calendar month (each a “Payment Date”) in respect of all Template Royalties for which there was a completed Checkout process in the calendar month preceding the Payment Date, provided always that such Template Royalties exceed £5 and where they are less than £5 we reserve the right to roll payment of Template Royalties forward to the following month or the month in which the sum to be paid exceeds £5. Notwithstanding the foregoing we will be entitled for a period of thirty (60) days following the termination of this Agreement to retain all amounts owing to you in order to determine any applicable rights of set-off, and shall be entitled to deduct from such amounts our reasonably incurred expenses in terminating your User Account.

If your User Account is inactive (as determined by whether or not you have logged in using your username and password within the past 12 months) or we are unable to make payment using the Bank Account details you have supplied we may close your User Account and charge a termination fee equal to the unpaid Template Royalties in your User Account in order to cover the cost of administration.

All payment made by us shall be made in the currency of your Home Market and all Template Royalties denominated in a currency other than the currency of you Home Market will be converted on the day that the end user is invoiced for the print or service in connection with which the Template has been used, the exchange rate applied will be that recorded as such on the same day on the systems owned and operated by the Printing.com Group and which is sourced from www.xe.com or such other reputable data feed source as we may engage from time to time.

We will be entitled to deduct from any Template Royalties that have accrued to you any returns, refunds and bad debt or other sums uncollectable in respect of the use of the Templates, all relevant sales taxes whether in the jurisdiction of your Home Market or otherwise, all other amounts required to be deducted by all relevant law whether in the jurisdiction of your Home Market or otherwise, all fees charged by any bank, other financial institution or payment processing provider in respect of each competed Checkout process and any amounts owed by you to us pursuant to this Agreement or otherwise including but not limited to our legal other reasonably incurred fees in connection with enforcing this Agreement and all sums which in our reasonable opinion may become owed to us in connection which any threatened or pending claim which is the subject of a representation, warranty or indemnity made or given to us by you.

Termination

You may terminate this Agreement at any time, giving thirty (30) days written notice by sending an email with subject line ‘terminate’ and incorporating your user name and password in the body of the email to quit@templatecloud.com. We may also terminate this Agreement for any reason by giving you thirty (30) days notice by e-mail at the last email address supplied by you and associated with your User Account. We may also terminate this Agreement with immediate effect if any breach of this Agreement by you occurs. Either party may terminate this agreement by written notice to the other in the event that the other is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or suffers any event which could be reasonably considered to indicate that it is insolvent or at serious risk of becoming so in the relatively near future including, insolvent liquidation, a declaration of bankruptcy, the presentation of a bankruptcy or a winding up petition which is not withdrawn, dismissed or discharged within 90 days of its presentation or the appointment of an administrator, receiver or similar over any of its assets or undertaking or the other reasonably apprehends that any of the forgoing events is about to occur in relation to the other.

Notwithstanding any other provision in this Agreement the termination or expiration of this Agreement shall not alter or affect the rights previously granted to licensees or sub-licensees by PDC and/or any licensee or sub-licensee of PDC (whether direct or through any number of dependant licences) pursuant to this Agreement and accordingly all licences previously granted by or on behalf of PDC and/or any of its licensees (whether direct or through any number of dependant licences) shall remain in full force and effect. Further you agree that for a period of 5 years following the termination of this Agreement any Template Content may be used by us and/or any member of the PDC Group for a period of up to 5 years in connection with a re-order by the end user concerned of all or part of any order previously placed by that end user, during the term that concerns the Template Content in question. For the avoidance of any doubt, no Royalty will arise in respect of such post term use.

Upon termination of this agreement the grant of rights given to the Printing.com Group pursuant to paragraph 1 (save to the extent that it relates to the grant of any licenses or sub-licenses prior to the date of termination of this Agreement) shall cease save that the Printing.com Group shall have 30 days to remove all Templates containing Template Content uploaded by you from the Site and any other distribution channel operated by the Printing.com Group and thereafter a further 7 days following notification from you that is has failed to remove any such Templates.

Upon termination of this agreement for any reason, you shall discontinue use of the Site and shall destroy any Confidential Information and all copies thereto. Termination shall not relieve you of obligations incurred prior to the termination and the expiration or termination of this Agreement shall be without prejudice to our accrued rights and any provision which expressly or by implication is to survive expiry or termination including any provision which relates to or governs your acts subsequent to such expiry or termination including but not limited to representations and warranties, indemnities, limitations of liability, exclusions and disclaimers of warranties, all of which shall remain in full force and effect and shall be enforceable notwithstanding such expiry or termination.

Indemnity

Notwithstanding any other indemnity given by you to us pursuant to this agreement you agree that neither the Printing.com Group nor any of its directors, officers, employees or licensees shall be liable for any damages, whether direct, indirect, consequential or incidental, howsoever in connection with any breach by you of this agreement or any Template associated with your User Account and you shall indemnify and hold the Printing.com Group, its directors, officers, employees and licensees harmless against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of any breach by you of this Agreement or claim (including but not limited to the defense of such claim) that the use and/or reproduction of Templates by the Printing.com Group infringes the intellectual property or other rights of any third party or misuses the confidential information of a third party and you acknowledge that we reserve the right to assume the exclusive defense and control of any matter the subject of indemnification by you to us and in relation to which you agree to cooperate fully.

Exclusions

WE PROVIDE THE SITE AND ONLINE SERVICES AS-IS AND WITH ALL FAULTS AND EXPRESSLY GIVE NO WARRANTIES, CONDITIONS, GUARANTEES OR REPRESENTATION EXPRESS OR IMPLIED OF ANY KIND INCLUDING AS TO FITNESS FOR A PARTICULAR PURPOSE AND TO THE FULL EXTENT POSSIBLE DISCLAIM ALL WARRANTIES CONDITIONS, GUARANTEES OR REPRESENTATIONS EXPRESS OR IMPLIED, WHETHER BY SATUTE, COMMON LAW, CUSTOMER USAGE OR OTHERWISE AS TO ANY MATTERS, INCLUDING BUT NOT LIMITED TO, PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. FOR THE AVOIDANCE OF DOUBT WE DO NOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SITE OR THAT IT OR ANY TEMPLATES WILL BE MADE AVAILABLE OR THAT THE USE OF THE SITE OR AVAILABILITY OF TEMPLATES WILL BE UNINTERRUPTED OR ERROR FREE OR FREE FROM ANY VIRUSES OR SIMILAR DELETERIOUS PROGRAMMING ROUTINE.

Liability

IN NO EVENT WILL THE PRINTING.COM GROUP, ITS DIRECTORS, OFFICERS, EMPLOYEES OR LICENSEES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS, DAMAGES OR CLAIMS WHATSOEVER INCLUDING, ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS, BUSINESS INTERRUPTION, FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WHETHER OR NOT ANY REPRESENTATIVE OF OURS HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS, THE FORGOING APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW, AND IN ANY EVENT OUR MAXIMUM AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO THE SUMS COLLECTED BY US IN RESPECT OF THE TEMPLATE THAT IS THE SUBJECT MATTER OF THE CLAIM. FOR THE AVOIDANCE OF DOUBT WE DO NOT EXCLUDE OR LIMIT LIABILITY FOR DEATH AND/OR PERSONAL INJURY ARISING FROM OUR NEGLIGENCE AND/OR FRAUDULENT MISREPRESENTATION AND/OR ANY OTHER LIABILITY THAT CANNOT, UNDER ENGLISH LAW, BE LIMITED.

Copyright abuses

You acknowledge and agree that in the event that we reasonably believe any Template Content may be infringing the copyright or other intellectual property rights of any third party we may at our sole discretion prevent you from accessing the Site, close your User Account and charge a termination fee equal to the unpaid Template Royalties in your User Account in order to cover the cost of administration.

Law & Jurisdiction

This agreement and all rights and obligations of the parties hereto shall be governed and construed in accordance with the Law of England and the parties hereto hereby submit to the exclusive jurisdiction of the English Courts, save that, if we consider that it would be more expedient for us so to pursue any claim or remedy through the courts (or similar) of any jurisdiction within which you operate (or under the laws of any such jurisdiction) then we shall be entitled to do so.

Confidential Information

You agree, during the term of this Agreement and thereafter, to keep all of our Confidential Information secret and confidential, to use it exclusively for the purposes of this Agreement and not to disclose the Confidential Information to any person other than to those of your employees or professional advisors to whom and to the extent only that such disclosure is necessary for the purposes of this Agreement (and in such circumstances you shall ensure that the person receiving the information in question is under a duty (at least as onerous as the forgoing) to keep our Confidential Information confidential, for the purposes of the foregoing Confidential Information shall mean all communications and all information whether written, visual or oral and all other materials supplied to or obtained by you from us in contemplation of or in connection with or during the continuance of this Agreement (which is marked confidential or which ought reasonably to have been considered confidential) which shall include but not be limited to any information from whatever source supplied to or obtained by you concerning our business model, trade secrets, know how, methodologies, documentation, intellectual property or commercial affairs of any kind.

General

If any part of this Agreement is found void and unenforceable such provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision and it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. No failure or delay by us relating to the exercise of any right power privilege or remedy provided under this Agreement shall operate as a waiver of such right power privilege or remedy or as a waiver of any preceding or succeeding breach by you nor shall any single or partial exercise of any right power privilege or remedy by us preclude any other or further exercise of such save where expressly provided otherwise in this Agreement or at law or in equity all of which are several and cumulative and are not exclusive of each other or of any other rights or remedies otherwise available to us at law or in equity.

We may assign, subcontract or transfer, novate or howsoever deal with this Agreement to any other party as long as such party agrees to be bound by its terms. This Agreement is personal to you and you may not assign, subcontract, transfer, novate or howsoever deal with any of its rights or obligations under this Agreement without our prior written consent.

Save for any company within the Printing.com Group (who has the benefit of any right, indemnity or warranty provided by you under this Agreement) and any of those persons who expressly have the benefit of an indemnity under this Agreement (for example our licencees) a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 (the “Act”) to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from the Act.

If you have any concerns relating to this Agreement please contact us.