This document sets out the terms on which Page Tiger Limited (a company registered in England and Wales with company number 06907710)("PageTiger") provides services to its business customers.
Such services include Hosted Services, Creative Services and Training Services.
PageTiger may change these published terms of service from time to time. Those agreed with PageTiger during the order process for specific services will be applicable to the provision of such
These terms were last updated on: 01 November 2016.
In these terms, unless the context otherwise requires, the following definitions apply:
1.1. General definitions
"Acceptable Use Terms": the terms of acceptable use available on the PageTiger website and at:
http://acceptableuse.pagetiger.info (or such other location as may be notified to the Customer from time to time), as may be updated by PageTiger from time to time, containing fair use data limits and other terms substantially similar to clause 5.3.
"Administrator": an individual identified by email address registered with PageTiger to create and manage content for a Subscription within a PageTiger Account.
"Agreement": the agreement between Page Tiger and the Customer for the provision of Services, comprising these terms of service, the Order (including any additional terms or service documentation referenced within the Order) and the Acceptable Use Terms.
"Customer": the recipient of the Services, as specified in the Order.
"Customer Materials": all data, designs, images and other content or materials which the Customer or its Users create or provide to PageTiger as part of or in relation to the Services.
"Fees": the fees payable by the Customer to PageTiger for the Services, as specified in the Order or subsequently agreed between the parties in relation to that Order.
"Intellectual Property": all intellectual property rights subsisting anywhere in the world, whether or not registered, and all applications, renewals and extensions of the same including, without limitation, copyright, database rights, design rights, patents, trade marks, service marks, trade names and logos, rights to domain names, rights in goodwill or to sue for passing off, rights in know-how and trade secrets.
"Order": a written order containing details of the services to be provided by PageTiger to the Customer and the associated fees or rate of fees (and/or fee quotation, as applicable), which may be in the form of an email communication or other written communication.
"PageTiger Account": an online PageTiger account provided to the Customer as part of the Hosted Services. Different types of account may be available as described within the Service Description, and each account may have one or more Subscriptions associated with it.
"PageTiger Materials": all publication templates, data, images, designs and other content or materials which PageTiger creates for or provides to the Customer as part of the Services.
"PageTiger Technology": PageTiger's software and technology used to provide the Services, including the PageTiger publishing system.
"Services": services specified in the Order, or subsequently agreed between the parties in writing in relation to such Order, which may include specified Hosted Services, Creative Services and/or Training Services.
"Service Description" a description of a Service, which may be by reference to additional PageTiger service documentation.
"Service Levels" and "Service Credits": the service levels and service credits applicable to the Services and specified in an Order (if any), which may be by reference to additional PageTiger service documentation;
"Service Start Date": the date for a Service to commence, as specified in the Order or otherwise agreed between the parties in writing (which, for the avoidance of doubt, may be a different date for different Services).
"User": an individual user of the Services on behalf of the Customer, which may include, without limitation, an Administrator, an account holder, visitor, or analyst as described in the Service Description.
"VAT": value added tax or equivalent taxes in any jurisdiction.
1.2. Hosted Services definitions
"Hosted Services": subscription-based access to a suite of PageTiger online tools enabling the Customer to design, distribute and track its documents, as more fully described within the Service Description.
"Subscription": a subscription to specific Hosted Services within a PageTiger Account.
"Subscription Period": a period of one year (or such other period for a Subscription as may be specified in the Order).
1.3. Creative Services definitions
"Creative Services": managing content, designing and building publications, as more fully described within the Service Description.
"Quotation": a quotation of Fees for Creative Services as specified in the Order.
1.4. Training Services definitions
"Training Services": training tools and education services for Administrators, as more fully described within the Service Description.
2.1. PageTiger will provide the Services to the Customer from the Service Start Date.
2.2. The Customer may access the Services over the Internet using a PageTiger Account.
2.3. Access to the PageTiger Account and the Services by any User is subject to such User agreeing to the Acceptable Use Terms.
2.4. PageTiger will use reasonable skill and care in the provision of the Services.
2.5. Where any Service is subject to a Service Level, PageTiger shall provide that Service at a standard which meets or exceeds such Service Level. In the event of failure by PageTiger to meet a relevant Service Level, the relevant Service Credit (if any) shall apply.
3.1. The Agreement shall come into force when PageTiger accepts the Customer’s request for Services in accordance with an Order and, subject to clauses 3.2, 3.3, 6, 12 and 13 shall continue until completion of all Services under an Order.
3.2. The Hosted Services under a Subscription shall continue for successive Subscription Periods unless and until terminated at the end of a Subscription Period:
(a) by the Customer upon at least 30 calendar days' notice to PageTiger prior to the end of such Subscription Period: by the Lead Administrator accessing the My Account settings within the Account, selecting the subscription and choosing to (i) amend the number of Administrators included within the subscription; or (ii) cancel the subscription; or (b) by PageTiger upon at least 30 calendar days' notice to the Customer prior to the end of such Subscription Period.
3.3. The Creative Services may be terminated:
(a) by the Customer upon notice to PageTiger should PageTiger notify the Customer that the Fees exceed or are likely to exceed the Quotation in accordance with clause 4.3(c); or
(b) by PageTiger upon notice to the Customer should the Customer's detailed Service requirements materially change the scope of Services under the Order.
4. FEES AND PAYMENT
4.1. In consideration of the supply of the Services, the Customer shall pay to PageTiger the Fees.
4.2. In relation to Hosted Services:
(a) Fees are based on the number of Administrators for a Subscription during a Subscription Period (and the Customer may exchange one Administrator for another, keeping the number the same, without increasing the Fees). Should the Customer increase the number of Administrators during a Subscription Period, additional Fees shall be payable for such additional Administrators in proportion to the time remaining in that Subscription Period, calculated pro rata on a daily basis. Should the Customer reduce the number of Administrators during a Subscription Period, no refund of Fees shall be payable;
(b) PageTiger may increase the Fees at the beginning of a Subscription Period, by giving notice to the Customer at least 30 calendar days prior to the end of the previous Subscription Period and, if the Customer does not agree to the increase, it may terminate the Services in accordance with clause 3.2; and
(c) PageTiger will send the Customer an invoice for the Fees prior to or at the start of each Subscription Period (and prior to or upon addition of one or more Administrators, as applicable).
4.3. In relation to Creative Services:
(a) Fees are charged per studio day spent performing the Services based on the number of Administrators;
(b) PageTiger will send the Customer an invoice for Fees specified in the Quotation prior to or upon commencement of the Creative Services;
(c) to the extent the Fees for studio days spent performing the Services exceed or, in the reasonable opinion of PageTiger, are likely to exceed the Quotation, PageTiger will notify the Customer, and may issue invoices for additional Fees on a monthly basis in arrears; and
(d) to the extent the Fees for studio days spent performing the Services are less than the Quotation, PageTiger will allow the purchased studio days to be used against the production of other projects within the same PageTiger Account.
4.4. In relation to Training Services, Fees are dependent on the specific Service ordered and may be invoiced in advance. Some Training Services are provided free of charge in conjunction with the Hosting Services, as described in the Service Description.
4.5. Additional Fees may be payable for some non-standard elements of the Services including, without limitation, email distribution services and the usage rights of images purchased through the PageTiger image library.
4.6. PageTiger may issue invoices by email (to the registered Lead Administrator or such other email address as may be requested by the registered Lead Administrator), or by post to the address of the Customer specified for the purpose of invoices.
4.7. Invoices will be in pounds sterling or, for Customers with a registered address outside the UK, another currency designated in relation to the relevant PageTiger Accounts and Fees will be converted as appropriate in accordance with prices available on the PageTiger website.
4.8. Invoices are payable within 30 calendar days of the date of issue unless an alternative payment date has been agreed in writing between the parties.
4.9. Unless otherwise expressly stated, the Fees and relevant expenses (under clause 4.10) are exclusive VAT and the Customer is responsible for paying VAT (and any other applicable taxes) in addition to the Fees and expenses. VAT will not be charged if the registered address of the Customer is within an EU Member State other than the UK, provided the Customer is VAT registered within that Member State and has entered a valid VAT number within its PageTiger Account.
4.10. Reasonable expenses (such as any required travel or telephone costs) may be charged to the Customer in addition to the Fees, and disbursements will be recharged to the Customer at cost.
4.11. Payment of Fees shall be made by electronic transfer to PageTiger's bank account as notified to the Customer from time to time, unless otherwise specified in the Order or agreed between the parties.
4.12. Without prejudice to clause 4.2 and subject to clause 4.3(d), PageTiger shall not be required to refund any Fees paid in advance upon termination of any Services or the Agreement (and Fees which are due will remain payable), except upon termination by the Customer in accordance with clause 6.1, or termination in accordance with clauses 6.2, 12.2 or 13.3, in which case PageTiger shall refund to the Customer such proportion of paid Fees as relate to terminated Services not yet delivered at the date of termination.
4.13. Without prejudice to any other available remedy, PageTiger reserves the right to set off any amount owing to it at any time from the Customer against any amount payable by PageTiger to the Customer under or in relation to the Agreement or any related agreement.
5. CUSTOMER'S OBLIGATIONS
5.1. The Customer warrants that it is entering into the Agreement to receive Services in the course of its business, craft, trade or profession.
5.2. The Customer is responsible for making arrangements and payments necessary to access and use its PageTiger Accounts and related Services, including, without limitation, network and Internet connections, and any additional software, hardware and equipment required.
5.3. The Customer shall, and shall procure that each User shall:
(a) comply with the fair use data limits within the Acceptable Use Terms;
(b) keep passwords relating to the Services confidential and not share individual login details or passwords with any other person;
(c) promptly provide PageTiger with any information, materials, facilities or other assistance which it reasonably requires in order to perform the Services;
(d) ensure that the Customer Materials do not include any unlawful content, including (without limitation) content which is obscene or abusive or which causes harassment;
(e) ensure that the storage or use of Customer Materials by PageTiger (or its service providers) is not an infringement or breach of Intellectual Property rights, data protection or confidentiality obligations or any rights of privacy (except to the extent such matters are PageTiger's responsibility in accordance with clause 7);
(f) not access, copy, modify, use, share or distribute the PageTiger Technology or the PageTiger Materials other than as expressly permitted in the Agreement, nor attempt to reverse engineer, decompile or disassemble any PageTiger Technology;
(g) not make any unlawful or unauthorised use of the Services, or PageTiger's or its service providers’ equipment, software or networks, including attempting to gain unauthorised access, introducing any virus or malware or causing any denial of service attack, or committing any criminal or fraudulent act;
(h) in using the Services, comply with all applicable laws, regulations and contractual obligations it has to third parties; and
(i) comply with such additional terms and instructions as PageTiger may reasonably request from time to time, including, without limitation, in order to meet requirements imposed by its service providers relating to the use of the Services or related equipment.
5.4. The Customer acknowledges that by entering into the Agreement it has not relied on any representations, promises or warranties (written or oral) which are not expressly set out in the Agreement.
5.5. If, in PageTiger's reasonable opinion, any Customer Materials do not meet the requirements of clause 5.3, PageTiger may refuse to publish (or remove from a relevant publication) such Customer Materials, and may otherwise refuse to provide Services in relation to such Customer Materials. This shall not prejudice any other available remedy for breach of the Agreement by the Customer.
6. TERMINATION AND SUSPENSION OF SERVICES
6.1. Either party may, by notice to the other, terminate the provision of Services and the Agreement and any related PageTiger services and agreements between the parties with immediate effect if the other party:
(a) commits a material breach of the Agreement and, in the case of any remediable breach, fails to remedy the same within 14 calendar days of receipt of a notice from the non-breaching party requiring such remedy. Failure to pay any Fees within 30 calendar days of their due date shall be deemed a material breach of the Agreement; or
(b) becomes insolvent or is wound up due to insolvency, makes or seeks a composition with its creditors, is the subject of an administration order, becomes the subject of the appointment of a receiver or liquidator, ceases (or threatens to cease) to carry on business, or any analogous event in any applicable jurisdiction.
6.2. PageTiger shall be entitled to terminate or temporarily suspend the Service if it reasonably considers that such action is necessary to comply with any governmental, legal or other regulatory requirement or request.
6.3. All provisions of the Agreement which by their nature are intended to continue shall survive termination, including terms relating to limitations of liability, indemnity and confidentiality.
6.4. Termination of the Agreement or any Services shall not affect accrued rights and liabilities of either party up to the date of termination including, without limitation, the Customer's obligations to pay Fees to PageTiger for Services undertaken or otherwise due in accordance with the Agreement.
6.5. Without prejudice to clause 6.1, PageTiger may suspend the provision of Services (and any related PageTiger services under other agreements between the parties) if the Customer fails to pay any Fees within 14 calendar days of their due date or commits any other breach of the Agreement, until payment is received or the breach is resolved.
6.6. PageTiger may temporarily suspend the provision of any Service for repair, maintenance or upgrades to the PageTiger Technology and/or the Service, upon reasonable notice to the Customer.
7. CONFIDENTIALITY AND DATA PROTECTION
7.1. Each party agrees to take reasonable steps to ensure that all personal data and information of a confidential nature (including, without limitation, any of the other party's Intellectual Property of a confidential nature) provided by the other party under or in relation to the Agreement is kept confidential.
7.2. Without prejudice to clause 7.1, as part of PageTiger's performance of the Services, it may store and process personal data (relating to Users or other individuals) within the Customer Materials as a data processor on behalf of the Customer. PageTiger agrees:
(a) unless otherwise agreed with the Customer, or required or permitted by law, to process such personal data only for the purpose of performance of the Services; and
(b) in its performance of the Services, to implement reasonable technical and organisational security measures to protect such personal data against unauthorised or unlawful processing and against accidental loss or destruction of, or damage to the same.
7.3. PageTiger may store and process contact and account details of Administrators and other Users for its own purposes, including provision of the Services, invoicing and payments, reviewing and enforcing compliance with the Agreement, and communicating with Customers, and has access to the Customer Materials for administration and maintenance purposes. Further information is available within PageTiger's privacy notice.
7.4. Without prejudice to clause 5.3(b), any use of the Services using the Customer’s login details and/or passwords (other than by PageTiger’s service administrators) will be the Customer’s responsibility.
7.5. Upon termination of any Services or the Agreement, the parties agree to co-operate with each other in good faith, at the Customer’s reasonable request and expense, with a view to returning any relevant Customer Materials to the Customer. The Customer acknowledges that PageTiger may delete any or all relevant Customer Materials from its systems after 90 calendar days following such termination.
7.6. Following termination of any Services or the Agreement, PageTiger shall be entitled to retain such information and materials relating to the Services and the Agreement as it may reasonably require to maintain records of the Services, to comply with its legal obligations and to defend its legal rights.
8. INTELLECTUAL PROPERTY RIGHTS
8.1. The parties acknowledge that:
(a) Intellectual Property in the Customer Materials belongs to the Customer and its licensors (as applicable), and all rights not expressly granted to PageTiger are reserved to the Customer (and its licensors, where applicable); and
(b) Intellectual Property in the PageTiger Materials and the PageTiger Technology belongs to PageTiger and its licensors (as applicable), and all rights not expressly granted to the Customer are reserved to PageTiger (and its licensors, where applicable).
8.2. The Customer grants PageTiger a non-exclusive, non-transferable licence to use the Customer Materials to the extent required for providing the Services as envisaged by the Agreement, and shall obtain and maintain any licences and permissions from third parties which may be required for PageTiger (and its service providers) to store and use the Customer Materials in this way.
8.3. PageTiger grants the Customer a non-exclusive, non-transferable licence to use the PageTiger Materials and the PageTiger Technology to the extent required for receiving the benefit of the Services as envisaged by the Agreement.
8.4. The Customer acknowledges that its use of some PageTiger Materials may be subject to its agreement to additional licence terms and/or (without prejudice to clause 4.5) payment of additional fees, including, without limitation, terms of or fees payable to third party licensors in relation to some images or other content for publications prepared using the Services.
9. THIRD PARTY PRODUCTS
To the extent PageTiger facilitates, as part of the Services (and as requested by or agreed with the Customer in relation to such Services), the Customer's access to or purchase of products or services provided directly by a third party, the terms of such access or purchase are between the Customer and the third party. PageTiger is not responsible for the quality, standard or any other requirement in relation to such products or services.
10. LIABILITY LIMITATIONS
10.1. Neither party excludes or limits any liability for fraud or for death or personal injury caused by negligence, or other liability which cannot lawfully be excluded, and the other provisions of the Agreement are subject to this clause 10.1.
10.2. Save as expressly set out in the Agreement, all conditions and warranties implied by law are excluded to the fullest extent permitted by law.
10.3. PageTiger is not responsible to the Customer for:
(a) the availability, speed or quality of the Internet or any communications network or equipment used by the Customer to access the Services; nor
(b) any Service performance problems arising as a result of or in relation to the Customer's addition of third party components, or integration with its own or third party websites.
10.4. Whilst PageTiger implements reasonable backup and security measures in relation to Customer Materials stored on the PageTiger publishing system (in accordance with its information security procedures), the Customer acknowledges there are security risks associated with online tools and services, and, subject to its obligations under clauses 2.4, 2.5 and 7, PageTiger shall not be liable to the Customer for any loss or damage arising from any loss of Customer Materials.
10.5. To the fullest extent permitted by law, PageTiger shall not be liable to the Customer for any loss of profits, business or goodwill or any type of special, indirect or consequential loss or damage whether arising from negligence, breach of contract or otherwise, even if any such loss was reasonably foreseeable or PageTiger had been advised of the possibility of the Customer incurring any such loss
10.6. Without prejudice to the other limitations of liability in the Agreement, PageTiger's total liability to the Customer arising in relation to the Services, the Agreement and any related agreement shall not exceed £500,000 in relation to any claim or series of related claims.
The Customer agrees to indemnify PageTiger against any losses, expenses or liability which it suffers as a result of the Customer’s breach of the Agreement, including, without limitation, its obligations under clause 5.
12. FORCE MAJEURE
12.1. PageTiger shall not be liable to the Customer for any breach or non-performance of its obligations under the Agreement resulting from causes beyond its reasonable control (an "Event of Force Majeure") including, but not limited to, acts of God, governmental or parliamentary act, war, fire, drought, flood, explosion, civil commotion, failure of power supply, communications or Internet connections.
12.2. Either party may terminate the Agreement if PageTiger is prevented from performing its obligations because of an Event of Force Majeure for more than thirty (30) consecutive calendar days.
13. CHANGES TO THE SERVICES AND THE AGREEMENT
13.1. PageTiger may, from time to time, make updates or changes to the Service Description and/or delivery of the Services (including, without limitation, changes to Service features, or the content or functionality of the PageTiger Materials or the PageTiger Technology) without seeking the agreement of the Customer, provided such updates and changes do not have a material adverse impact on the provision of the Services to the Customer.
13.2. If PageTiger is required by law or by its service providers to change the Services, these terms of service or any other provision of the Agreement, the Customer agrees to co-operate with PageTiger to implement such changes whilst maintaining, as far as possible, the intention of the Agreement.
13.3. Without prejudice to clauses 13.1 and 13.2, PageTiger may from time to time propose changes to the Services, the Service Description, the Service Levels, these terms of service and/or any other provision of the Agreement upon at least one month's notice to the Customer. The Customer shall not unreasonably withhold or delay its agreement to such changes. If the Customer does not agree to any reasonable proposed change, PageTiger may terminate the relevant Services to take effect from the date of the proposed change.
14.1. Subject to clause 14.2, neither party may transfer, assign, sub-contract nor sub-license any rights or obligations under the Agreement to any person without the prior written consent of the other party.
14.2. PageTiger may, without the Customer’s consent: (a) sub-contract performance of the Services or any of its obligations under the Agreement to any third party; and/or (b) upon notice to the Customer, transfer or assign all or any of its rights or obligations under the Agreement to any purchaser of the PageTiger Technology, its company and/or its business.
15.1. The Agreement constitutes the entire agreement and understanding between the parties relating to the subject matter hereof and supersedes all prior agreements, arrangements and undertakings between the parties relating to such subject matter. This shall not affect any separate agreement between the parties relating to PageTiger services other than the Services.
15.2. Subject to clause 3.2(a), notices to be given under the Agreement shall be made in writing and sent by prepaid first class post, delivered by hand or sent by email, to the address or email address (as applicable) specified in the Order or the relevant PageTiger Account, or otherwise notified to the other party from time to time. Notices sent by post shall be deemed given two business days after posting, notices delivered by hand shall be deemed given upon delivery, and notices sent by email shall be deemed given at the time of successful transmission.
15.3. If there is any inconsistency between these terms of service, the Order, the Acceptable Use Terms, the Service Description and/or the Service Level and Service Credit documentation, these terms shall prevail, followed by the Order, followed by the Acceptable Use Terms, followed by the Service Description, followed by the Service Level and Service Credit documentation.
15.4. No provision of the Agreement is intended to be enforceable by anyone other than the Customer and PageTiger.
15.5. No failure or delay by either party in exercising any right or remedy under the Agreement shall be construed as a waiver by that party of such right or remedy and no partial exercise of any such right or remedy shall restrict the further exercise of that right or remedy.
15.6. Subject to clause 13, no amendments to the Agreement shall be valid unless agreed in writing by both parties.
15.7. If any provision of the Agreement is found to be invalid, unenforceable or illegal, the other provisions shall remain in force.
15.8. Neither the entry into nor the performance of the terms of the Agreement constitutes a partnership or joint venture, nor establishes a relationship of principal and agent between the parties.
15.9. The Agreement shall be governed by and construed in accordance with the laws of England and Wales, and the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.