PLEASE READ THE TERMS AND CONDITIONS OF THIS

ADMINISTRATOR LEVEL END USER LICENCE AGREEMENT (AL-EULA)

CAREFULLY BEFORE ACCEPTING

Who we are and how to contact us

The directprint.io print management system  (“the Service”) is owned and operated by Youmebee Limited, who trades as “directprint.io” or such other trading name as may adopted or used ("we", “us”, “our”). We are registered in England and Wales under company number 10185321 and have our registered office at The Gate, Keppoch Street, Cardiff, Wales, CF24 3JW, United Kingdom.

To contact us, please do so via our Administrator Portal at https://directprint.io/admin

It is a condition of your use of the Service and before you have Administrator Level User access to the Service  that you accept the terms and conditions of this AL - EULA

• In this AL-EULA, the terms “you” and “User” mean an Administrator Level User (as defined below).
• If you are registering as a User of the Service for a free-trial, the provisions in the Section A,  “Free-Trial User Terms ” below will apply to you for the duration of the free-trial period  after which these will no longer apply.  If you then proceed to become a User under a paid subscription, whether concluded directly with us or via one of our authorised resellers, remainder of this EULA will continue in effect.    
• If you are registering as a User of the Service on behalf of a wider entity, whether or not that entity has its own separate legal personality, to include any form of company, LLP, governmental department, authority or agency, university, school, charity or similar that has either taken out a free-trial evaluation or chargeable commercial subscription to use of the Service (the “Subscriber”), by clicking “accept” you represent that you are authorised by the Subscriber to do so. If you are not authorised by a Subscriber or do not agree with the terms of this AL -EULA, do not click “accept” and you may not use the Service.
• We strongly recommend that you read the “Your Obligations as an Administrator Level User” and “our Liability” sections below and that you print a copy of this AL-EULA for future reference.  
• We may amend this AL-EULA from time to time.  We will notify you of this with a message on your User log-in page or via email/other appropriate means.  If you continue to use the Service, you do so subject to the prevailing AL-EULA.  The current AL-EULA and other documents referred to in it are available to view on the Administrator  Portal, as above.
• This Service (the Administration Interface) is optimised for Chrome, it may work with other browsers, although we do not guarantee that it works and some features will be unavailable if other browsers are used.

There are other terms that may apply to you

This AL-EULA refers to the following additional terms, which also apply to your use of the Service:

• Our Privacy and Cookie Policy https://directprint.io/privacy-policy/.  We strongly recommend that you read this as it contains details of how we process Personal Data in providing the Service.  

Words defined in this AL-EULA

The following words when used in this AL-EULA mean:

Administrator Level User - a person to whom enhanced usage and access rights for the Service have been granted under the Subscriber’s authority and which enables the creation and administration of the accounts for the Ultimate End-Users of the Service on behalf of the Subscriber in accordance with the Subscriber Agreement.

Applicable Law -  all legislation, laws or regulations, regulatory policies, guidelines or industry codes in any jurisdiction (or sub-jurisdiction) to which any of the Subscriber, User and any Ultimate End-Users of the Service are subject and which are applicable to any of their usage of the Service.

Data Protection Legislation – all United Kingdom Applicable Law in force specifically relating to personal data and which applies to the use of personal data (including, without limitation, the privacy of electronic communications), to include the Data Protection Act 2018 and the General Data Protection Regulation (EU) 2016/679 (GDPR).

Subscriber Agreement – an agreement, whether for a free-trail or on a chargeable subscription basis and entered into by the Subscriber either with us directly or with one of our authorised Value Added Resellers, which governs, among other things, the charges payable, duration of contract, scope and description of the Service which may include a restrictions on the number of permitted Ultimate End-Users.

Ultimate End-User – an individual person who uses the Service in the course of their employment, work as a contractor or education with the Subscriber and who do not have any access rights or permissions to add or administer accounts other of users or to make any configuration changes to the Service.  Ultimate End-Users may be minors.    

1. Free-trial User Terms – this section only applies for the duration of any free trial.

• Trial Package - Unless expressly agreed otherwise by us, the free trial shall be for a period of thirty days.
• The free trial of the Service shall commence on the date you accept this AL-EULA and shall continue for period specified in the Trial Package, unless terminated earlier in accordance with the terms of this AL-EULA.  At the end of the period specified in the Trial Package, we may automatically disable access to the Service.
• We grant to the free trial User a free of charge a non-exclusive, non-transferable right, without the right to grant sub-licences, to use the Service during for the time stipulated in the Trial Package and solely for the purpose of allowing the User to assess the Service for a potential future paid subscription on behalf of the Subscriber.  The rights provided under this AL-EULA granted to the User personally and shall not be considered as granted to any other person, subsidiary or holding company or associate of the you.  
• We offer free trial Users no warranties as to uptime or availability of the Service and nor do we warrant that your use of the Service will be uninterrupted or error-free; nor that the Service will meet your requirements.
• We will, during the free-trial provide you with our standard level of customer support services (whether directly or via our authorised Value Added Reseller).  This does not represent contractual warranty or guaranteed service levels.
• A free trial User may not rely on the Service for any commercial / operational purposes,  or for making any decision (other than as part of assessing the Service as above), taking or refraining from taking any action – particularly if this has financial implications for the Subscriber, the User or any other business or person.  
• The free trail User shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your trial use of the Service and for any breach of the terms of this AL-EULA during the trial period.
• All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from during the free-trial period of this AL-EULA.
• The Service is provided to free trial Users on an “as is” basis and (save as below) we disclaim all and any liability for any loss, liability or claim incurred by a Subscriber or User in a  free trial use of the Service under this AL-EULA, which you agree is reasonable in the circumstances of this being a free trial.  This provision applies in precedence to section F below during the free trial period.
• Nothing in the disclaimer above excludes our liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation.
• We may terminate the free trial with immediate effect by giving written notice to you at any time.
• On termination of the free trial for any reason all licences granted under this AL-EULA shall immediately terminate and the User as well as any Ultimate End-Users shall immediately cease all use of the Service.

2. Grant of Licence (not applicable during and free trial period)  

We grant to you a non-exclusive, non-transferable licence to access and use the Service, strictly subject to the terms of this AL-EULA:

• Within any limits as to scope or features of the Service, number of Ultimate End-Users, or other such matters as may be prescribed in the Subscriber Agreement.  Once those limits are reached, you may not be able to make use of the Service beyond those limited until the Subscriber renews or upgrades the Subscriber Agreement.  

• As a professional user Service which is provided on a business to business or commercial transaction basis between us and the Subscriber.  The Service is not intended to be used for any private household or consumer purpose.

3. Your rights as a User are derived from the Subscriber’s rights (not applicable to free trial Users)

• The licence granted in this AL-EULA is strictly subject to there being a valid and current agreement Subscriber Agreement in place. This licence may be suspended in accordance with the terms of the Subscriber Agreement (for example for breach or non-payment by the Subscriber), and will automatically terminate on termination (for whatever reason) of the Subscriber Agreement.  
• You agree that you derive your rights to use the Service through the Subscriber and therefore, except in relation to matters concerning breach of your rights regarding Personal Data (as defined in our Privacy Policy) and any other matters in law that we may not be able to exclude or limit, we have no responsibility or liability directly to you or any Ultimate End-User.

4. You must keep your Administrator log-in details safe

• If you choose, or you are provided with, a username, password or any other information as part of our security procedures, you must treat such information as confidential. You must not disclose it to, or share it with, any third party.
• We have the right to disable any username or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with this AL-EULA.
• If you know or suspect that anyone else may know your username or password, you must promptly change your password and if this does not result in securing access to your User account, you must notify us  on the Administrator Portal for the Service.

5. Your Responsibilities as an Administrator Level User of the Service

• You may create, add, delete and manage / administer Ultimate End-User accounts within the terms of the Subscriber Agreement and in accordance with any guidance we may publish concerning the Service.
• Whilst Ultimate End-Users will not be required to expressly indicate acceptance of a licence agreement with us, the Service will display certain information concerning intellectual property rights and the processing of personal information / privacy to Ultimate End-Users.  You shall ensure that such notices are not removed, hidden or obscured by the Subscriber’s computer systems which you administer.  
• You shall comply with any provisions of Applicable Law that may be relevant to the Service in the context of its application and use by Ultimate End-Users, including without limitation concerning the safety and  privacy of minors.  If it is a requirement of Applicable Law that notice or any other information must be given to or consent obtained from an Ultimate End-User (or their parent or legal guardian) before that Ultimate End-user may use the Service, you shall not permit such a person to use the Service until this requirement has been fulfilled.  This obligation shall apply to any continuing requirement to provide ongoing information or to keep a consent current.

6. Our Liability (not applicable during any free trial period)

• We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of persons for whom we are legally responsible, for breach of your Personal Data rights or for fraud or fraudulent misrepresentation.
• However, save as set out above, ANY LIABILITY WE HAVE to remedy any loss or damage arising out of breach of contract, tort (including negligence), breach of statutory duty or otherwise (a “Loss”) LIES SOLELY WITH THE SUBSCRIBER and will be in accordance with the Subscriber Agreement AND WE SHALL NOT IN ANY WAY BE LIABLE TO YOU (THE USER) FOR ANY LOSS in connection with your use of the Service or reliance it.  Further, we exclude all implied conditions, warranties, representations or other terms that may apply to the Service.
• Notwithstanding the above exclusion of liability, for the avoidance of doubt, we shall in no circumstances be liable to you for any losses of an indirect, consequential or special nature, including any loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; or loss of business opportunity, goodwill or reputation.

7. Intellectual Property Rights

• We are the owner or the licensee of all intellectual property rights in all elements comprising the Service. Those works are protected by copyright and treaties around the world. All such rights are reserved.
• Except as expressly stated herein, this AL-EULA does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Service.
• The Service may only be used for the Subscriber’s own business purposes and in accordance with the Subscriber Agreement.  You may not as an Administrator Level End User extend any Ultimate End-User rights to any person who is not employed or engaged for services by the Subscriber or to whom the Subscriber provides educational services.
• You will not remove, hide or obscure any notices which may appear on a user’s computer equipment when they use the Service which identify us (and any identified open source element contributors) as the copyright owner or other rights holder of the Service or which provide a link for users to view to our Privacy Policy.
• You may not (including by attempting to or by permitting any other person to) disassemble, reverse engineer or otherwise decompile any software that forms part of the Service or otherwise access or use the Service to copy any of our ideas or any of the Service features and functions and content.    
• You may not (including by attempting to or permitting any other person to) access and then extract, copy, scrape or other similar process any of the content, data, images, and other information relating to the Service for the purpose of using these in any way outside the Service environment.
• If you breach any of the above intellectual property provisions, you may cause a loss to the Subscriber who under the Subscriber Agreement is responsible for and liable to us in relation to any loss caused to us or any third-party by your breach of these.

8. We are not responsible for the content of any links to third-parties

• The Service may contain links to other sites and resources provided by third parties. Such links should not be interpreted as endorsement or approval by us, nor as verification of the accuracy of the information or quality of the goods or services you may obtain by linking to those sites and resources.
• The Service may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites.  If you do so, you do so solely at your and the Subscriber’s own risk.  Any contract entered into and any transaction completed via any third-party website is between you or the Subscriber and the relevant third party, and not us.  We recommend that you refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website.
• We have no control over the contents of those sites or resources.

9. Linking to the Service

• You may not include or share a link to the Service on any other website, forum, social media platform or similar without our prior consent in writing, which may be granted via our authorised Value Added Reseller with whom a Subscriber Agreement has been concluded.

10. We are not responsible for viruses and you must not introduce them

• We do not guarantee that the Service will be secure or free from bugs or viruses.
• The Subscriber and you are responsible for configuring your information technology, computer programmes and platforms to access the Service.  You should ensure that there is up to date virus protection in place.
• You must not misuse the Service by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Service or any of part of it to that you have not been given access as a User, the server on which it is stored or any server, computer or database connected to it.
• You must not attack the Service via a denial-of-service attack or a distributed denial-of service attack or in any other way that interferes with or disrupts the integrity or performance of the Service. By breaching this provision, you would commit a criminal offence under the United Kingdom’s Computer Misuse Act 1990 or under the US Federal Computer Fraud and Abuse Act of 1986 as well as other Applicable Law. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Service will cease immediately.

11. Data Protection

• Both the we and the User will comply with all applicable requirements of the Data Protection Legislation.  
• In providing the Service, we shall comply with our Privacy Policy.  This relates to the privacy and security of any personal information of any individuals using the Service, including you and any ultimate end users whose access to the Service you may administer and how this is collected, stored or processed by us in the operation of the Service. This obligation is in addition to, and does not relieve, remove or replace, our obligations or rights under the Data Protection Legislation.
• If we process any personal data when providing the Service, we will be both controller and processor for the purposes of the Data Protection Legislation.
• We may monitor log-ins to the Service (including through use of third-party applications) in order to detect and prevent fraudulent use or use of the Service in breach of the Subscriber Agreement or this AL-EULA.
• We may transfer to, or store personal data outside, the EEA or the country where a dat subject user is located in order for us to perform our contract with the Subscriber and as more particularly set out in the Privacy Policy.  In so doing, we shall ensure:

• adequate and appropriate safeguards are in place in relation to the transfer;
• the data subject has enforceable rights and effective legal remedies;
• we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
• we comply with reasonable instructions notified to us in advance by a Subscriber on behalf of data subjects with respect to the processing of the personal data.

• Youmebee Ltd (directprint.io) uses Amazon Web Services (AWS) as our Cloud infrastructure provider. As part of Youmebee’s contractual agreement with AWS there are a set of Stadard Contratual Terms  (SCCs) contained within the AWS Data Protection Addendum (DPA) that relate specifically to continued compliance to GDPR when transferring data from the EU to the US^[1].

• AWS Standard Service Terms https://aws.amazon.com/service-terms/ 
• AWS DPA (GDPR compliant) https://d1.awsstatic.com/legal/aws-gdpr/AWS_GDPR_DPA.pdf

12. Miscellaneous

• This AL-EULA is the entire agreement between us and supersedes any previous agreements, promises or understandings between us in relation to its subject matter.  You acknowledge that you are not relying on any previous statement that may have been made by us or on our behalf in entering into it.  
• This AL-EULA is personal to you as the User and may not be assigned or sub-licensed.  We may assign or sub-contract/license any of our rights and obligations freely.
• Nothing in this AL-EULA is intended to or shall operate to create a partnership between us, nor authorise either of us to act as agent for the other.
• Nothing in this AL-EULA is intended to confer any rights on any other person under the Contracts (Rights of Third Parties) Act 1999 or any other Applicable Law with equivalent effect.
• This AL-EULA, its subject matter and formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.