Printi SaaS Subscription Agreement

IMPORTANT: Printi is supplied for business use only. The person accepting this Agreement confirms that they have authority to bind the Customer. Please read the liability limits, data provisions and renewal terms carefully.

1. Parties and contract formation

This Agreement is between Branded Solutions Ltd (company number 17305191), trading as Printi, whose registered office is Valley View, Clayhidon, Cullompton, England, EX15 3TH (Provider, we, us), and the business identified in the order form or online signup (Customer, you). It takes effect when you click to accept it, sign an order form, or first access the paid Service, whichever occurs first (Effective Date).

The contract comprises, in descending order of priority: any signed order form; the Data Processing Schedule; these terms; the applicable plan description and price shown at purchase; and incorporated policies expressly identified here. A purchase order is administrative only and does not override this Agreement.

2. Definitions

3. Subscription and licence

Subject to payment and compliance with this Agreement, we grant the Customer a limited, non-exclusive, non-transferable and non-sublicensable right during the Subscription Term to access and use the Service and Documentation for its internal business operations and to operate authorised customer-facing stores or portals supplied by the Service.

The Customer may permit Authorised Users to use the Service within purchased seat and usage limits. The Customer is responsible for their acts and omissions, must allocate individual accounts, keep credentials secure, apply least-privilege access and notify us promptly of suspected compromise.

4. Plans, fees and payment

• Fees, included seats, storage, transaction allowances, add-ons and usage charges are those displayed and accepted at purchase or stated in the Order Form. Fees exclude VAT unless expressly stated otherwise.
• Subscriptions are billed in advance. Usage and third-party pass-through charges may be billed in arrears. The Customer authorises recurring collection using its selected payment method.
• Undisputed invoices are due on the date stated or, if none, within 14 days. The Customer must raise a good-faith billing dispute within 14 days and pay undisputed sums.
• We may charge statutory interest and recovery costs on late commercial payments, suspend affected services after reasonable notice, and require payment before restoration.
• We may change prices on at least 30 days’ notice, effective at the next renewal. A Customer that does not accept may cancel before that renewal.
• Except where this Agreement says otherwise or law requires, prepaid fees for an elapsed billing period are non-refundable. This does not affect credits or remedies for our material breach.

5. Renewal, cancellation and termination

The subscription renews automatically for successive periods equal to the current Subscription Term unless either party gives notice before renewal through the account cancellation function or in writing. Cancellation takes effect at the end of the paid period; access continues until then.

Either party may terminate immediately by written notice if the other commits a material breach that is incapable of remedy, or is not remedied within 30 days after written notice; or enters insolvency proceedings, except for a solvent restructuring. We may suspend access immediately where reasonably necessary to protect security, prevent unlawful use, avoid material harm, comply with law or respond to non-payment, and will limit and lift suspension as reasonably practicable.

On expiry or termination, licence rights end. The Customer may export Customer Data using available tools during the term and for 30 days afterwards, unless access is suspended for security or prohibited by law. We may then delete Customer Data in accordance with our retention cycle, subject to legal holds and backups. Clauses intended by nature to survive do so, including fees, IP, confidentiality, liability and data provisions.

6. Customer responsibilities and acceptable use

The Customer is responsible for the legality, accuracy and quality of Customer Data; its products, quotations, tax, consumer disclosures, production, fulfilment, refunds and customer relationships; obtaining permissions and providing privacy information; configuring its account; and maintaining appropriate independent business continuity and exports.

The Customer must not, and must not enable anyone to:

• use the Service unlawfully, fraudulently, deceptively or to infringe intellectual property, privacy or other rights;
• upload malware; probe or defeat security; gain unauthorised access; materially disrupt or overload the Service; or use automated means except through authorised APIs;
• copy, modify, translate, create derivative works from, decompile, disassemble or reverse engineer the Service, except to the limited extent the law makes a prohibition unenforceable;
• rent, resell, sublicense or operate the Service as a service bureau except for customer-facing functionality expressly included in the plan;
• remove proprietary notices, share credentials, exceed purchased limits, scrape supplier/catalogue data, or use outputs to create a substitute dataset without permission;
• submit special-category data, criminal-offence data or children’s data unless expressly supported, necessary and lawfully configured; or use AI features for decisions producing legal or similarly significant effects without appropriate human review;
• access the Service primarily to build, benchmark or train a competing product, or give access to a competitor for that purpose. This restriction does not prevent independently developing or using a competing product without use of our Service, Confidential Information or IP.

7. Service, support and changes

We will provide the Service with reasonable skill and care and substantially in accordance with its Documentation. Support channels and target response times are those stated for the selected plan; target times are not guaranteed resolution times. We may maintain, secure and improve the Service, including changing features. We will give reasonable advance notice of a change that materially removes core paid functionality, where practicable.

Beta, preview and experimental features may be changed or withdrawn and are supplied as-is. AI-assisted features may produce inaccurate or incomplete results. The Customer must review outputs before relying on them, must not input data it is not permitted to process, and remains responsible for decisions and communications made using outputs.

8. Third-party services and supplier data

Integrations, payment services, supplier catalogues, shipping services, app-store add-ons and third-party APIs may be subject to separate terms and availability. We are not responsible for a third party’s service, data accuracy, price, stock or decision to change or withdraw access. The Customer authorises the transfers required to activate each integration. We will identify material subprocessors as described in the Data Processing Schedule.

9. Intellectual property and data

We and our licensors own the Service, software, Documentation, designs, models, configuration, improvements and related IP. No rights transfer except the express licence. The Customer and its licensors retain ownership of Customer Data and Customer IP.

The Customer grants us a non-exclusive, worldwide, royalty-free licence during the contract, and for the limited wind-down/backup period, to host, copy, transmit, display and otherwise use Customer Data only to provide, secure, support and improve the Service, comply with law and follow documented instructions. We may use irreversibly anonymised and aggregated statistics that do not identify the Customer or any individual.

If the Customer provides feedback, it grants us a perpetual, royalty-free right to use it without identifying the Customer or disclosing its Confidential Information. We will not train a general-purpose AI model on identifiable Customer Data unless the Customer separately and expressly opts in.

10. Confidentiality

Each recipient must keep the other party’s non-public commercial, technical, security and business information confidential; use it only for the contract; disclose it only to personnel and advisers who need it and are bound to protect it; and apply at least reasonable care. This does not cover information demonstrably public without breach, already lawfully known, independently developed without the confidential information, or lawfully received without restriction. Required legal disclosure is permitted after advance notice where lawful. Trade secrets remain protected while secret; other confidential information for five years after disclosure.

11. Data protection and security

Each party will comply with applicable Data Protection Law. For account, billing, security and direct relationship data, we act as an independent controller as explained in the Privacy Notice. For personal data contained in Customer Data that we process on the Customer’s behalf, the Customer is controller and we are processor; the Data Processing Schedule below applies.

We will maintain appropriate technical and organisational measures proportionate to risk, including access controls, encryption in transit, secure development and vulnerability management, logging/monitoring, incident response, backups and personnel confidentiality. No online service is risk-free and the Customer must maintain appropriate endpoint security, permissions and continuity measures.

12. Warranties and remedies

Each party warrants authority to enter the contract. We warrant that the Service will be provided with reasonable skill and care. If we materially breach that warranty, the Customer must notify us with sufficient detail and allow a reasonable opportunity to reperform or correct the Service. If we cannot do so, the Customer may terminate the affected Service and receive a pro-rata refund for the unused prepaid period. These are the Customer’s primary contractual remedies, without limiting rights that cannot lawfully be excluded.

To the fullest extent permitted by law, implied warranties and conditions are excluded. We do not warrant uninterrupted or error-free operation, that every configuration or third-party integration will remain available, or that supplier/customer data and AI outputs are accurate. The Service is operational software, not legal, tax, accounting or professional advice.

13. Liability

Nothing limits liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of title implied by law; deliberate default; data-protection liability to the extent it cannot lawfully be limited; or any other liability that law prohibits limiting.

Subject to that, neither party is liable for indirect or consequential loss, or loss of profit, revenue, anticipated savings, goodwill or business opportunity. We are not liable for loss caused by Customer Data, Customer configuration, unauthorised credentials, third-party services, supplier data, internet failure or failure to follow Documentation, except to the extent caused by our breach.

Subject to the preceding carve-outs, each party’s total aggregate liability arising in any rolling 12-month period is limited to 100% of fees paid or payable for the affected Service in that period. For breach of confidentiality, infringement indemnities and our breach of the Data Processing Schedule, the cap is 200% of those fees. The parties agree these allocations reflect the subscription price and available insurance.

14. Indemnities

The Customer will defend and indemnify us against third-party claims that Customer Data, products or instructions infringe rights or break law, except to the extent caused by us. We will defend and indemnify the Customer against a third-party claim that unmodified paid Service infringes UK IP rights, and may procure rights, modify/replace the affected element, or terminate it with a pro-rata refund. Indemnities require prompt notice, reasonable cooperation and control of defence, with no settlement admitting fault or imposing non-monetary duties without consent.

15. General

Neither party is liable for delay caused by events beyond reasonable control, but payment obligations already due remain. Neither may assign the contract without consent, not unreasonably withheld, except to an affiliate or in connection with a bona fide sale of substantially all relevant business, on notice. We may use subcontractors but remain responsible for our contractual obligations.

Notices must be in writing and sent to the account contact and to us at the registered office or the legal contact published on printii.co.uk. Email notices are received on the next Business Day if no delivery failure is received. This Agreement is the entire agreement and may be varied only by an agreed written change or an online update made under clause 4 or 7. No failure to enforce is a waiver. Invalid provisions are modified to the minimum extent needed; the rest remains effective. No third party has rights under the Contracts (Rights of Third Parties) Act 1999.

This Agreement and non-contractual disputes are governed by English law. The courts of England and Wales have exclusive jurisdiction, after senior representatives first try in good faith for 15 Business Days to resolve the dispute. Either party may seek urgent injunctive relief.

Schedule 1 – Data Processing Agreement

A. Status and instructions

In this Schedule, Data Protection Law means the UK GDPR, Data Protection Act 2018, Privacy and Electronic Communications Regulations 2003, and binding replacement or amending legislation. Controller, processor, personal data, processing, data subject and personal data breach have their statutory meanings. The Customer instructs us to process Customer Personal Data to provide, secure, support and improve the subscribed Service, follow account configuration and documented instructions, and comply with law. If we believe an instruction infringes Data Protection Law, we will notify the Customer unless prohibited.

B. Processor obligations

• Process Customer Personal Data only on documented instructions, including approved international transfers, unless law requires otherwise.
• Ensure authorised personnel are bound by confidentiality and receive appropriate training.
• Maintain measures appropriate to risk and regularly assess their effectiveness.
• Taking account of the nature of processing, assist the Customer through Service features and reasonable support with data-subject requests, DPIAs, regulator consultation, security and breach duties.
• Notify the Customer without undue delay after becoming aware of a Customer Personal Data breach, providing available information about nature, likely consequences, affected data/people and mitigation. Notification is not an admission of fault.
• At the Customer’s choice on termination, return/export or delete Customer Personal Data, except where law requires retention and subject to secure backup rotation.
• Make information reasonably necessary to demonstrate compliance available. No more than once annually, unless a breach/regulator requires more, the Customer may request an independent report or conduct a proportionate audit on 30 days’ notice, under confidentiality, without accessing other customers’ data or disrupting systems.

C. Subprocessors and transfers

The Customer gives general authorisation for subprocessors needed to provide the Service. We will maintain a current list at a published location or in the account and give at least 15 days’ notice of a new subprocessor where reasonably practicable. The Customer may object on reasonable data-protection grounds during that period. The parties will work in good faith; if no reasonable alternative exists, either may terminate the materially affected Service with a pro-rata refund of unused prepaid fees.

We will impose materially equivalent data-protection obligations and remain responsible for subprocessors. Restricted transfers will use a lawful mechanism, including UK adequacy regulations or the ICO International Data Transfer Agreement/Addendum, plus supplementary measures where required.

D. Processing details

E. Security baseline

• Role-based logical access and authentication controls; privileged-access restriction and review.
• Encryption in transit and appropriate encryption at rest or equivalent controls.
• Secure software development, change control, dependency and vulnerability management.
• Logging, monitoring, malware protection and incident-response procedures.
• Resilience, backups, restoration testing and business-continuity arrangements proportionate to the Service.
• Supplier due diligence, contractual controls, personnel confidentiality and data-protection/security training.
• Tenant separation and measures designed to prevent unauthorised cross-customer access.