The following terms shall have the meaning set forth below:
Account : The Client's personal and secured web page, accessible via the Website and in which the Client can, among other things, submit Images and retrieve Materials
Agreement : The agreement, including these Terms and Conditions, concluded between JDI Media Ltd and the Client for provision of the Service either in the form of a written agreement or as the result of JDI Media Ltd confirmation of the acceptance of an Offer by the Client in accordance with clause 3.1
Auto-Processing : The form of provision of the Service by JDI Media Ltd whereby JDI Media Ltd and the Client have agreed the applicable fee for the Images in the Agreement and for the avoidance of doubt, whereby JDI Media Ltd does not make separate Offers for particular Images;
Client : Any individual or business that has entered into an Agreement with JDI Media Ltd
Images : All photos and other images submitted by the Client to JDI Media Ltd within Clients Account with regard to which Images JDI Media Ltd will provide its Service
IP Rights : All intellectual property and ancillary rights, such as copyrights, trademark rights, patent rights, design rights, trade name rights, as well as know-how rights
Login Details : The username and password which the Client provides when creating its Account and with which the Client gains access to its Account
Material : The clipped and/ or edited Images resulting from the Service
JDI Media Ltd : Cheapphotoedits.co.uk Is a trading name of JDI Media ltd, Reistered office: 35 Staybrite Ave, Cottingley, Bingley , BD16 1PR
Offer: An offer or quote by JDI Media Ltd or Cheap photo edits either for providing the Service for i) particular Images or ii) Images on the basis of an Agreement
Parties: JDI Media Ltd and Client, each being a Party
Personal Data : Any information relating to an identified or identifiable natural person
Service : The services provided by JDI Media Ltd to Client under the terms of an Offer or an Agreement comprising of the editing of Images provided by the Client and converting them into Material, in accordance with the agreed specifications in the accepted Offer or in the Agreement;
Service Fee: The charges, fees or price for the Service
Service Network: The service network JDI Media Ltd has established, apart from its own corporate group, and which consists of a number of carefully selected professional companies, with which JDI Media Ltd has agreements in place and which are engaged in the provision of the JDI Media Ltd
Terms and Conditions: These general terms and conditions;
Website: The website of JDI Media Ltd, accessible via www.Cheapphotoedits.co.uk, through which Website the Client can obtain access to its personal Account, submit Images and retrieve Materials.
2. Applicability2.1 The Terms and Conditions apply to any legal act of JDI Media Ltd, all legal relationships between Parties and all Agreements pursuant to which JDI Media Ltd will provide the Service to the Client.
2.2 Deviations from and additions to a bespoke Agreement (including these Terms and Conditions) concluded between Parties are only valid if agreed by both Parties in writing.
2.3 Except in the case of clause 2.2 of these Terms and Conditions, JDI Media Ltd is entitled, at any time, to amend these Terms and Conditions. The most up-to-date version of the Terms and Conditions can be found on the Website or will be brought to Client's attention.
2.4 The applicability of the Client's purchasing or other conditions is expressly rejected.
3. Agreement3.1 Offers by JDI Media Ltd shall be understood to be non-binding. An Agreement becomes effective only subject to JDI Media Ltd confirmation of a Client's acceptance of an Offer. JDI Media Ltd starting to provide the Service shall be considered as a confirmation (commencement or completion of trial orders shall not be understood to be acceptance of terms or price offer)
3.2 Offers which are not accepted become invalid after the expiry of 14 days from the date they were made and/or published on the Website, unless otherwise indicated in the Offer or in the Agreement. JDI media reserve the right to chance published price offers without notice and shall not be bound by any price which has been removed from the site.
3.3 The Client shall provide accurate and complete information to JDI Media Ltd, with respect to, the Images and the Client specifications for the Materials upon which information JDI Media Ltd bases its Offer and the details for creation of the Client's Account. If the aforementioned information proves to be inaccurate or incomplete, JDI Media Ltd reserves the right to amend its Offer or to terminate the Agreement without notice.
3.4 Amendments or additions to the agreed Service at the request of the Client may only take place with the written consent of JDI Media Ltd. JDI Media Ltd is not obliged to implement an amendment or addition and may require a separate written agreement to be concluded in respect thereof.
3.5 JDI Media Ltd will only provide its Services:
3.5.1 With regard to the supported file types, which file types are displayed on the Website or specified in the Agreement;
3.5.2 If the Images are submitted by means of one of the approved methods of submission, which are listed on the Website or in the Agreement;
3.5.3 If the Client uses one of the approved payment methods, which are listed on the Website or in the Agreement; and
3.5.4 If the submitted Images are of the quality of the then-current industry standards.
3.6 If JDI Media Ltd is not able to provide the Service due to the Client's failure to comply with the conditions for the provision of the Service by JDI Media Ltd set forth in clause 3.5 of these Terms and Conditions, JDI Media Ltd will so notify the Client. JDI Media Ltd cannot be held liable for failure to provide the Service.
3.7 If there are amendments or additions which result in a change to the scope of the agreed Service, for example through additional work, the extra activities arising therefrom will be paid for in accordance with the then-current rates of JDI Media Ltd, unless otherwise agreed to in writing. In so far as a fixed price has been agreed for the Service, JDI Media Ltd will inform the Client about the additional charges of the extra activities as referred to in this article.
3.8 The Client acknowledges and agrees that JDI Media Ltd, notwithstanding clause 13.1 of the Terms and Conditions, will be permitted to engage its Service Network for the provision of the Service, subject to the terms and conditions of the Agreement.
4. Service4.1 JDI Media Ltd will provide the Service on the basis of a commercially reasonable endeavours obligation.
4.2 JDI Media Ltd will, subject to the Agreement, use its commercially reasonable endeavours to provide the Service to the Client within the timescale advertised within the service level selected.
4.2.1 After the Client's acceptance of the Offer made by JDI Media Ltd following a successful submittal of the Images by the Client and JDI Media Ltd assessment of those Images; or,
4.2.2 After successful submittal of the Images by the Client.
4.2.3 Payment in full or agreement to the terms of payment specified by JDI Media Ltd
4.3 Notwithstanding clause 4.2 of the Terms and Conditions, the Client understands and accepts that the turnaround time depends on several circumstances, such as the number of Images provided by the Client, the quality of the Images and any additional information provided by the Client. If, despite the reasonable endeavours of JDI Media Ltd, JDI Media Ltd fails to provide the Materials in accordance with clause 4.2 of these Terms and Conditions, JDI Media Ltd will endeavour, as an exclusive remedy to the Client, to provide the Materials within the next 2 Days .
4.4 All delivery dates in relation to the Service issued by JDI Media Ltd are estimates only. The Client is not allowed to suspend its payment obligation if the anticipated time of delivery is exceeded by JDI Media Ltd.
4.5 The Client accepts that additions or amendments demanded to the agreed Service by the Client may influence the turnaround time and the reciprocal responsibilities of JDI Media Ltd and the Client. The fact that additional work arises during the provision of the Service as a result of the Client demanding such additional work will not entitle the Client to cancel or terminate the Agreement.
4.6 The Materials as provided by JDI Media Ltd shall be deemed to be in conformity with the Agreement if the Materials substantially meet the specifications in the accepted Offer or the specifications described in the Agreement. If the Materials do not substantially meet the applicable specifications, the Client is, as an exclusive remedy and subject to clauses 4.7 and 4.8 of the Terms and Conditions, entitled to request JDI Media Ltd tore-execute the relevant Service at no additional costs by rejecting the relevant Material, using the reject-function in the online application. The Client understands and accepts, however, that the quality of the delivered Materials depends on, among other things, the quality of the Images provided by the Client. JDI Media Ltd is therefore free to decide whether re-executing of the Service will result in Materials of a higher level of c onformity. If, at JDI Media Ltd sole discretion, the level of conformity of the delivered Materials cannot be improved, JDI Media Ltd shall not be obligated to re-execute the Service and the Client shall pay the fee for the Material in the form initially provided.
4.7 The Client's right to request JDI Media Ltd to re-execute the Service will lapse after 14 days following notification by JDI Media Ltd of delivery of the Materials. Upon the Client's download or any other use of the Materials or lapse of the 14 days period, the Materials will be deemed to have been accepted and to be in conformity with the Agreement.
4.8 JDI Media Ltd shall be entitled to charge an additional fee to the Client if re-executing the Service requires JDI Media Ltd to make additions to or to amend the agreed Service in order to achieve a higher level of conformity of the Material.
5. Access to the Service5.1 In order to create an Account and to use the Service, the Client is required to submit its contact details via the Website, after which submission an Account is created on behalf of the Client. After accessing its Account with its Login Details, the Client will be able to submit Images and to retrieve Materials. For making payments to JDI Media Ltd, the Client will be redirected to the payment service provider of JDI Media Ltd or, if so agreed, JDI Media Ltd shall send an invoice.
5.2 After the Service has been rendered, the Materials will be made available through the Account of the Client. An e-mail will be sent to the Client upon delivery of these Materials. JDI Media Ltd does not accept any liability concerning the correct reception of this notification e-mail and JDI Media Ltd therefore advises the Client to regularly check its Account in order to retrieve the Materials. The Service shall be deemed to have been completed by JDI Media Ltd at the moment the Materials are made available in the Users Account.
5.3 The Client shall be responsible at all times for every use made of its Account by the Client and/or third parties authorised to do so by the Client. The Client accepts that the Website and the Clients Account only contain the functionalities and information that are present at the moment of use (as is basis).
5.4 JDI Media Ltd shall in no way whatsoever be liable to the Client for any damage arising out of or resulting from the Clients Account or the Website being (temporarily) unavailable or for failures or outages.
5.5 The Client shall solely be responsible for the purchase and/or the proper operation of the infrastructure necessary to properly use the Service and the Website. JDI Media Ltd shall not be liable for damage or costs on account of transmission errors, malfunctions or non-availability of computer, data or telecom facilities, including the internet.
6. IP Rights6.1 All IP Rights in relation to the Images provided by the Client will at all times remain with the Client or its licensor(s).
6.2 JDI Media Ltd shall only be allowed to use (and to allow the parties in JDI Media Ltd Service Network to use) the Images for provision of the Service to the Client and to the extent necessary for the provision of the Service by JDI Media Ltd to the Client, the Client shall grant JDI Media Ltd a royalty-free, revocable, non-exclusive right to so use the Images.
7. Price and Payment7.1 After acceptance by the Client of an Offer, the Service Fee specified in the accepted Offer shall be due and payable by the Client, unless otherwise agreed to in writing under an Agreement. The Client shall use one of the payment methods specified on the Website, in the Offer or in the Agreement.
7.2 The Service Fee will be in GBP, unless stated otherwise. All amounts due will be exclusive of any sales and turnover tax and other governmental levies or taxes.
7.3 JDI Media Ltd shall only provide the Service upon receipt of full payment of the Service Fee due, unless otherwise agreed to in writing.
7.4 If payment (in full) has not yet been received by JDI Media Ltd on the due date, the Client will be in default without prior demand or notice of default being required. As from the date of default the Client will be liable for an interest of 1% per month.
7.5 If the Client, despite demand or notice of default, still fails to pay the amounts due, JDI Media Ltd may hand over the claim for collection. In that event all costs incurred by JDI Media Ltd, in connection with overdue payments, such as legal costs and extra-judicial and judicial costs, including the costs of legal assistance, bailiffs and collection agencies, will be payable by the Client. The extra-judicial costs are fixed at no less than 15% of the invoiced amount subject to a minimum of GBP 150.00 Net of Tax.
7.6 Complaints in relation to invoices and/or the Services will not suspend the payment obligations of the Client.
7.7 JDI Media Ltd will be entitled to suspend the fulfillment of its obligations until such time as the Client has fully paid all Service Fees due.
8. Privacy8.1 When visiting the Website, creating an Account and making use of the Service, the Client will provide Personal Data to JDI Media Ltd.
8.2 When dealing with Personal Data of the Client, JDI Media Ltd shall:
8.2.1 Only use the data needed to provide the Service and, if applicable, to enable the processing of payments; and
8.2.2 Not share Personal Data of the Client with any third party without the Clients consent except where JDI Media Ltd is required to do so by law.
8.3 To the extent that the Images would be considered Personal Data, JDI Media Ltd, while rendering the Service, acts as the processor of such Personal Data and shall only use the Images for the purpose for which they were provided by the Client.
9. Representations, Covenants and Indemnities9.1 The Client represents, warrants and covenants that:
9.1.1 It is fully entitled to upload the Images and that it has obtained any necessary consents with respect to any individuals data protection and the protection of privacy;
9.1.2 The Images are correct, complete, unencumbered and not limited or restricted by, and do not infringe upon, any third parties rights, including IP Rights, and the use of the Images by JDI Media Ltd is not in any other way unlawful in respect of third parties;
9.1.3 It will keep secure all Login details and any passwords, codes and related instructions provided by JDI Media Ltd or used in relation with the Service;
9.1.4 It will never submit Images that:
188.8.131.52 Are in any way discriminating, offensive and/or obscene;
184.108.40.206 Contain violent or unlawful content; or
220.127.116.11 Harm the interests and reputation of JDI Media Ltd
9.1.5 It will not intentionally use or enable or demand any third party to use or enable viruses, Trojan horses, worms, bots, or other software which may cause damage to the Service or the Website or any other technical aid which may render the Service or Website inaccessible or which are intended to circumvent technical protective measures;
9.1.6 Will not carry out activities which may impede the functionality of the Service; and
9.1.7 Will not use applications that monitor the Service or that copy parts of it.
9.2 The Client shall indemnify, defend and hold JDI Media Ltd harmless from and against any and all damages, losses, liabilities, claims and costs and expenses (including reasonable legal fees and expenses) (jointly Losses) incurred by JDI Media Ltd as a result of:
9.2.1 Any claims, demands, awards, judgments, actions and proceedings made by any third party against JDI Media Ltd, arising out of or in any way connected with an alleged breach by the Client of its obligations under the Agreement, including the representations and warranties specified in clauses 9.1.1 and 9.1.2;
9.2.2 Any and all costs and damages which JDI Media Ltd may incur as a result of the Clients breach of the representations and warranties contained in clauses 9.1.3, 9.1.4, 9.1.5, 9.1.6 and 9.1.7 or the Clients other unauthorised use of the JDI Media Ltd Service.
9.3 JDI Media Ltd represents, warrants and covenants that:
9.3.1 It will not intentionally include or build in or have included or built in the Material any i) viruses, Trojan horses, worms, bots or other harmful software or ii) any commercial solicitation, chain letters, mass mailings, or any form of spam;
9.3.2 It will impose on the members of its Service Network:
18.104.22.168 The obligation with respect to IP Rights as per clause 6.3 of these Terms and Conditions; and
22.214.171.124 The confidentiality obligation as per clause 11.2 of these Terms and Conditions.
9.4JDI media ltd makes no representations or warranties of any kind whatsoever, express or implied, in connection with these terms and conditions, the website or the account, including but not limited to warranties of merchantability, non-infringement or fitness for a particular purpose, other than set forth herein.
9.5 JDI Media Ltd will indemnify, defend and hold the Client harmless from and against any and all Losses incurred by the Client as a result of.
9.5.1 Any third party claim which is made against the Client in connection with a breach by JDI Media Ltd of the representations and warranties contained in clause 9.3 of these Terms and Conditions
9.6 The indemnity obligations of both Parties under these Terms and Conditions are subject to the indemnified Party as soon as possible notifying the indemnifying Party of any such claims or proceedings.
10. Limitation of Liability10.1 JDI Media Ltd endeavors to ensure that the Service rendered is of the highest possible quality. However, since the quality of the Service depends on several factors, JDI Media Ltd cannot not guarantee that the quality of the Material lives up to the expectations of the Client.
10.2 The total liability of JDI Media Ltd towards the Client for breach of contract, in tort (including negligence) or otherwise in any calendar year shall be limited to compensation of the direct damage the amount of which shall not exceed the total order value of the Service Fees paid or payable by the Client to JDI Media Ltd during the calendar year immediately preceding the year in which the damage occurred.
10.3 Neither Party shall be liable for any indirect or consequential damages, or loss of exploitation, productivity, reputation, profits, contracts, investments, time, data, files (including Images and Material) programs and/or documentation.
10.4 The limitation of liability of clause 10.2 of the Terms and Conditions and the exclusion of liability of clause 10.3 of the Terms and Conditions shall not apply in the event of willful misconduct, gross negligence, fraud, fraudulent misrepresentation, death or personal injury.
11. Confidentiality11.1 Parties shall maintain all information they receive from or about each other strictly confidential, including information concerning Images and Materials. Information will in any case be regarded to be confidential, if one of the parties indicates in writing that it is confidential.
11.2 Parties will impose this obligation of confidentiality also on their employees and third parties hired for the performance of their obligations hereunder, in particular JDI Media Ltd shall impose the confidentiality obligation of clause 11.1 of these Terms and Conditions on the members of its Service Network.
11.3 A Party shall not be required to maintain confidentiality with respect to any information that i) was already in the possession of such Party on a non-confidential basis ii) has lawfully come into the possession of such a Party on a non-confidential basis or iii) is legally required to be disclosed to a judicial or administrative authority.
12. Term and Termination12.1 An Agreement shall be in effect for the term as agreed by the Parties or for as long a period as is required for the Materials to be considered as accepted in accordance with these Terms and Conditions, or until the moment the Clients right to request JDI Media Ltd to re-execute pursuant to clause 4.6 of these Terms and Conditions has lapsed.
12.2 Either Party may terminate the Agreement with immediate effect upon written notice to the other Party, if:
12.2.1 The other Party applies for a moratorium of payments, is declared bankrupt or otherwise will no longer be able to meet its financial obligations under the Agreement;
12.2.2 The other Party materially breaches the Agreement, including any breach of the representations and warranties of clause 9.1 and, if such breach can be remedied, fails within a reasonable period, after having been given notice of such breach in writing by the non-breaching Party to remedy such breach.
12.3 Subject to clause 12.2 of the Terms and Conditions, the Client shall not be entitled to terminate the Agreement early.
12.4 If the Client acts in a manner reasonably adjudged by JDI Media Ltd to be detrimental, in particular when the Client does not fulfill its obligations under these Terms and Conditions, JDI Media Ltd is entitled to suspend provision of the Service to the Client. JDI Media Ltd shall not be liable for any loss arising in respect of the foregoing.
13. Miscellaneous13.1 Severability: If any provision of these Terms and Conditions is void or voidable or is or becomes entirely or partly invalid for any other reason, the other provisions of these Terms and Conditions will remain in full force and effect. JDI Media Ltd will replace the invalid provision with a provision that is valid and of which the legal consequences, having regard to the content and purpose of these Terms and Conditions, corresponds as much as possible with those of the invalid provision.
13.2 Waiver: the failure of Parties to enforce the provisions of these Terms and Conditions and the Agreement at any time, or the failure to require at any time the performance by the other Party of any of the provisions of these Terms and Conditions or the Agreement, shall in no way be construed to be a present or future waiver of such provision nor in any way affect the validity of either Party to enforce each and every such provision.
13.3 Assignment: neither Party is entitled to transfer rights and obligations arising from these Terms and Conditions and/or the Agreement to third parties, except as set forth in clause 3.8.
13.4 Survival: the provisions of clauses 6.4, (transfer of IP Rights), 8, (Privacy) and 11, (Confidentiality) of these Terms and Conditions shall survive termination of the Agreement for whatever reason, and, in addition, the obligations of the Parties under the Agreement that by their nature continue beyond the expiration of the Agreement, shall survive any termination or cancellation of the Agreement.
13.5 Counterparts: the Agreement may be executed in any number of counterparts, all of which taken together (when at least each Party has executed one) shall constitute one and the same Agreement.