1. Parties

These terms and conditions ("Terms", "Agreement") are an agreement between hubpix Ltd, (company number 11652302, registered address 25 Jubilee Drive, Loughborough, Leicestershire, LE11 5TX) ("hubpix", "us", "we" or "our") and you ("User", "you" or "your").

• This Agreement sets forth the general terms and conditions of your use of the hubpix mobile application and any products, merchandising or services that we may provide you with (collectively, "Mobile Application" or “Merchandising”) and the services you will be providing us with, namely the displaying of the Merchandising in your store ("Services").

2. Accounts and membership

• You must be at least 18 years of age to use this Mobile Application, receive the Merchandising and provide us with the Services.
• By using this Mobile Application and by agreeing to this Agreement you warrant and represent that you are at least 18 years of age.
• If you create an account in the Mobile Application, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it.
• Providing false contact information of any kind may result in the termination of your account. You must immediately notify us of any unauthorised uses of your account or any other breaches of security.
• We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.
• We may suspend, disable, or delete your account (or any part thereof) and/or cease providing you with the Merchandising, if we determine that you have violated any provision of this Agreement or that your conduct or content would tend to damage our reputation and goodwill.
• If we delete your account for the reasons set out in clause 2.6, you may not re-register to use the Mobile Application and we will not supply you with the Merchandising or accept your Services. We reserve the right block your email address and/or Internet protocol address to prevent further registration.

3. Term of the Agreement

• This Agreement will continue until either party gives the other party 30 days written notice that they wish to terminate it or for any of the reasons set out in this agreement.
• We may also terminate this Agreement if you breach any of the terms or if we are not satisfied that you are providing us with the Services to the standard that we expect. If this is the case then we can terminate the Agreement immediately.
• If the Agreement is terminated for any reason then we will self-bill for the Services that you have provided us with in accordance with clause 11 unless we are disputing the quality or quantity of the Services, in which case we will contact you directly to resolve this.

4. User content

• You will be required to take photographic evidence of you providing the Services by uploading photos of the Merchandising that we supply you with to the Mobile Application. (“Content”). Whilst we do not own the Content that you submit on the Mobile Application, you grant us a perpetual, worldwide, irrevocable licence to use the Content as set out in clause 4.4 and 4.5 even after the Agreement is terminated.
• You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of the Content and for ensuring that you either have the intellectual property ownership of or the right to use of all submitted Content.
• We may, but have no obligation to, monitor Content in the Mobile Application submitted or created by you in the provision of the Services to us.
• You grant us permission to access, copy, distribute, store, transmit, reformat, display and perform the Content as required.
• You grant us the license to use, reproduce, adapt, modify, publish or distribute the Content created by you and uploaded to the Mobile Application for commercial, marketing or any similar purpose.
• Without limiting any of those representations or warranties, we have the right, though not the obligation, to, in our own sole discretion, refuse or remove any Content that, in our reasonable opinion, violates any of our policies or is in any way harmful or objectionable.
• You warrant to us that you own all intellectual property rights in any Content and you agree to indemnify us in full for any costs, damages or losses howsoever arising for any claims, potential claims, threatened claims, damage or potential damage to us or our reputation as a result of any Content submitted by you, your employees, agents or subcontractors on the Mobile Application or via your account, whether or not the use of the account was authorized by you.

5. Backups

• We perform regular backups of the Content, however, these backups are for our own administrative purposes only, and are in no way guaranteed.
• You are responsible for maintaining your own backups of your Content.
• We do not provide any sort of compensation for lost or incomplete Content in the event that backups do not function properly. We will do our best to ensure complete and accurate backups, but assume no responsibility for this duty.

6. Links to other mobile applications

• Although this Mobile Application may be linked to other mobile applications, we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked mobile application, unless specifically stated herein.
• We are not responsible for examining or evaluating, and we do not warrant the offerings of, any businesses or individuals or the content of their mobile applications.
• We do not assume any responsibility or liability for the actions, products, services and content of any other third parties. You should carefully review the legal statements and other conditions of use of any mobile application which you access through a link from this Mobile Application.
• Your linking to any other off-site mobile applications is at your own risk.

7. Advertisements

• During your use of the Mobile Application you may enter into correspondence with or participate in promotions of advertisers or sponsors showing their goods or services through the Mobile Application.
• Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party.
• We shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party.

8. Services

• Upon entering into this Agreement we will provide you with access to the Mobile Application and you will provide us with the Services.
• In providing the Services to us, you will be responsible for setting up and placing in your store various items of Merchandising that we will deliver to you.
• You will be responsible, in providing the Services, for ensuring that the Merchandising that you receive is displayed in a safe manner and in such a way that they will not cause any injury or harm to the public.
• You will provide the Services with reasonable skill and care within the meaning of the Supply of Goods and Services Act 1982, Part II s 13.
• All Merchandising received by you remains our property and you agree to keep it in good condition (subject to reasonable wear and tear) and we may ask you to return it or dispose of it accordingly. You agree not to dispose of any Merchandising without our express permission in writing (which includes email).
• You will be required to take photos of the Merchandising correctly displayed in your store and upload this to the Mobile Application. In return for providing the Services to us you will receive the agreed fee in accordance with clause 11
• To ensure that you are providing us with the Services correctly, we may arrange for you to be visited by field teams to ensure that the Merchandising has been correctly placed. You will be responsible for following any instructions given to you by the field team and ensuring that any instructions given to you by the field team are undertaken in a safe manner.

9.Prohibited uses

• In addition to other terms as set forth in the Agreement, you are prohibited from using the Mobile Application or its Content: for any unlawful purpose;
  • To solicit others to perform or participate in any unlawful acts;
  • To violate any regulations, rules, laws, or local ordinances;
  • To infringe upon or violate our intellectual property rights or the intellectual property rights of others;
  • To harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
  • To submit false or misleading information;
  • To upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of t the Mobile Application, other mobile applications, or the Internet;
  • To collect or track the personal information of others;
  • To spam, phish, pharm, pretext, spider, crawl, or scrape;
  • For any obscene or immoral purpose; or
  • To interfere with or circumvent the security features of the Mobile Application or any related mobile application, other mobile applications, or the Internet.
• We reserve the right to terminate your use of the Mobile Application and our receipt of the Services from you or any related mobile application for violating any of the prohibited uses.

10. Intellectual property rights

• This Agreement does not transfer from hubpix ltd to you any hubpix ltd or third-party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with hubpix ltd.
• All trademarks, service marks, graphics and logos used in connection with our Mobile Application or Services, are trademarks or registered trademarks of hubpix ltd or hubpix ltd licensors.
• Other trademarks, service marks, graphics and logos used in connection with our Mobile Application or Services may be the trademarks of other third parties.
• 1Your use of our Mobile Application and provision to us of the Services grants you no right or license to reproduce or otherwise use any hubpix ltd or third-party trademarks except to the extent necessary to display any Merchandising supplied to you by us as part of the Services.

11. Billing

• hubpix operates a self-billing mechanism to deal with payments. This ensures that you get paid accurately and on time, and is a more efficient way to operate.
• You expressly consent and agree that we may operate a self-billing mechanism in relation to this Agreement and the Services that you are providing us with.
• You confirm that you are VAT registered and will provide us with your VAT registration number as soon as you enter into this Agreement.
• On the last business day of each month we will submit a self-billed invoice based on the Services that you have provided us with based on the Content that you have uploaded on to the Mobile Application and/or any visits from field teams.
• We will submit payment to you to your nominated bank account within seven days of the invoice date.

12. Disclaimer of warranty

• You agree that your use of our Mobile Application is solely at your own risk.
• You agree that the Mobile Application is provided on an "as is" and "as available" basis.
• We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
• We make no warranty that the Mobile Application will meet your requirements, or that your use of the Mobile Application will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of the Mobile Application or as to the accuracy or reliability of any information obtained through the Mobile Application or that defects in the operation of the Mobile Application will be corrected.
• You understand and agree that any material and/or data downloaded or otherwise obtained through the use of the Mobile Application is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data.
• We make no warranty regarding any goods or services purchased or obtained through the Mobile Application or any transactions entered into through it.
• No advice or information, whether oral or written, obtained by you from us or through the Mobile Application shall create any warranty not expressly made herein.

13. Limitation of liability

• To the fullest extent permitted by applicable law, in no event will hubpix ltd, its affiliates, officers, directors, employees, agents, retailers or licensors be liable to any person for:
  • Any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use or content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if hubpix ltd has been advised as to the possibility of such damages or could have foreseen such damages.
• To the maximum extent permitted by applicable law, the aggregate liability of hubpix ltd and its affiliates, officers, employees, agents, retailers and licensors, relating to the Mobile Application, the supply of the Merchandising or the provision of the Services by you, will be limited to an amount no greater of any amounts actually paid in cash by hubpix ltd to you for the prior one month period prior to the first event or occurrence giving rise to such liability.
• The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose.

14. Indemnification

• The indemnity given in this clause is in addition to the indemnity given in clause 4.7
• You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with:
  • Your breach or negligent performance or non-performance of this Agreement;
  • The enforcement of this Agreement;
  • Any claim made against us for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Content or our use of the Content, including the grant of the licence by you to us enabling us to use the Content;
  • Any claim made against us by a third party arising out of or in connection with the provision of the Services or use of the Mobile Application, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by you, your employees, agents or subcontractors;
  • Any claim made against us by a third party for death, personal injury or damage to property arising out of or in connection with your provision of the Services to us, to the extent that the death, personal injury or damage to property is attributable to the acts or omissions of you, your employees, agents or subcontractors.
• This indemnity shall apply whether or not we have been negligent or at fault.
• If any third party makes a claim, or notifies an intention to make a claim, against us which may reasonably be considered likely to give rise to a liability under this indemnity (a Claim), we shall:
  • As soon as reasonably practicable, give written notice of the Claim to you, specifying the nature of the Claim in reasonable detail;
  • Not make any admission of liability, agreement or compromise in relation to the Claim without your prior written consent (such consent not to be unreasonably conditioned, withheld or delayed);
  • Give you access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within our power or control, so as to enable you and your professional advisers to examine them and to take copies for the purpose of assessing the Claim; and
  • Subject to you providing security to us to our reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, take such action as you may reasonably request to avoid, dispute, compromise or defend the Claim.
• If a payment due from you under this clause is subject to tax (whether by way of direct assessment or withholding at its source), we shall be entitled to receive from you such amounts as shall ensure that the net receipt, after tax, to us in respect of the payment is the same as it would have been were the payment not subject to tax.

15. Severability

• If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
• 15.2If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision

16. Jurisdiction and Governing Law

• This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
• Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

17. Assignment

• hubpix may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.
• You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

18. Changes and amendments

• 18.1We reserve the right to modify this Agreement and any policies relating to the Mobile Application or the Services at any time.
• 18.2We will notify you of any changes though the Mobile Application. The changes will become effective upon posting of an updated version of this Agreement in the Mobile Application.
• 18.3Continuing to use the Mobile Application and provide us with Services after any such changes shall constitute your consent to such changes.

19. Acceptance of these terms

You acknowledge that you have read this Agreement and agree to all its terms and conditions. By using the Mobile Application and providing the Services to us you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to use or access the Mobile Application and provide us with the Services.

20. Contacting us

If you have any questions about this Agreement, please contact us.