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Peecho Seller terms and Conditions

PEECHO SERVICES AGREEMENT

PEECHO B.V. having its principal place of business at Herengracht 472-2, 1017 CA Amsterdam (NL), duly represented by its statutory director, (hereinafter referred to as “PEECHO”); and

A legal entity or person who wants to directly or indirectly offer printing content for sale through PEECHO. (hereinafter referred to as “Client”)

PEECHO and Client also referred to as “Party” or jointly as “Parties”.

WHEREAS

A. PEECHO is engaged in the business of offering print fulfillment services;

B. Client wishes to engage PEECHO to provide the PEECHO Services (as described below) in accordance with the terms and conditions of the Agreement (as described below).

AGREE AS FOLLOWS

1. DEFINITIONS AND INTERPRETATIONS

Agreement means this underlying agreement including all Schedules thereto and including the Data Protection Agreement (“DPA”) between Parties as stated in Schedule XXX.

API means the interface or communication protocol that allows Client’s applications or systems to access the PEECHO Software.

Business Day means all days of the week, except for: weekend days / national holidays, subject to the Printer’s country of origin / international holidays / etc. If different time zones apply, the Printer’s time zone prevails.

Commencement Date means the date on which the Client registers for an account at the PEECHO website, to which these Terms apply.

Customer means any (retail) customer of the Client.

Client Customer Services means the services agreed to be provided by the Client to Customer, such as handling Orders (using the API).

Client and Customer Responsibilities means the responsibilities of the Client and Customer in using (via the Client) the PEECHO Services as detailed in this Agreement and more specifically in Schedule F.

Dispatch Date means the Business Day on which an Order is handed over from the Printer to the Shipping Company.

Flawed Items means any Item that has not been manufactured in a good and acceptable quality.

Item(s) means each and every printed product(s) (finished goods) specified in the Order.

Lead Time means the time between the first Business Day, after the day when an Order is received by the Printer and the Dispatch Date.

Order means the (detailed) purchase of Item(s) by a Customer, including the delivery thereof.

PEECHO Services means all of the services described in article 3.

PEECHO Software means PEECHO’s operating system and system applications and interfaces, including the source code and object code and any third party software, including any alterations or additions thereto, including those alterations and/or additions made during this Agreement for the Client or any other clients.

PEECHO Customer Services the services that PEECHO provides as described in article 3.9.

Printer means an organisation that is a supplier or lead of PEECHO and/or any organisation with whom PEECHO has done or intends to do (printing) business.

Production Volume means the total net costs of all Items produced in a calendar month in EURO, excluding shipping, taxes and handling fees.

Profit means the amount of money per order to be paid to the client after the cost of production, shipping, relevant VAT and sales tax charges, and transaction fees have been deducted from the final price displayed in the checkout.

Shipping Company means any company responsible for the delivery of the Item(s) to the Customer, contracted by the Printer.

Term means the Term as stated in article 2.

Track and Trace means the Printer’s methodology for tracking deliveries of (an) Item(s) from the Shipping Company to the Customer.

2. TERM OF AGREEMENT

2.1. This Agreement shall commence on the Commencement Date and will continue for an indefinite period of time. This Agreement ends when either party gives notice to this agreement in conformity with article 10 of this Agreement.

3. PEECHO SERVICES

3.1. PEECHO agrees to provide to the Client the Services as described in this article.

3.2. PEECHO enables the Client and its Customers to place Orders for digital printing and shipping of Items. The Orders shall automatically be directed to a Printer by the PEECHO’s Software. Following the receipt of the Order by the Printer, the Item(s) is (are) printed and packed by the Printer and delivered to the Customer’s specified address by the Shipping Company.

3. The print product will reflect the quality of the file. It's Client's responsibility to make sure the files are of a good enough quality. Ordering a sample version is Client's own responsibility. In the event that Client or Customer has provided photos, content, materials, data and/or information of insufficient quality, PEECHO cannot be held responsible for the final quality of the Item(s) and/or for any additional cost (for instance for reprinting).

3.4. PEECHO acknowledges and agrees that in providing the Services, it and/or the Printer, will not acquire any intellectual property rights, such as, but not limited to, copyrights, moral rights, trademarks, trade names and/or logo’s, vested in the past, present or future in any photos, content and/or other materials provided by the Client and/or the Customer and that it will use any photos, content and/or materials solely to perform the Services under this Agreement.

3.5. PEECHO and/or the Printer are not responsible or liable for the content of the photos, content, information and/or other materials and/or personal data as provided to it in any way under this Agreement.

3.6. Client ensures that it will abide by the Client and Customer Responsibilities and that in providing the Client Customer Services, Customers are sufficiently made aware of the Client and Customer Responsibilities. In any event, these Client Customer Responsibilities shall be imposed on Customer before Customer places an Order.

3.7. PEECHO shall process Client’s and/or Customer’s personal data solely as instructed under the DPA, as laid down in Schedue XXX.

3.8. PEECHO reserves the right to maintain files in storage for the purpose of creating reprints. Electronic files will be preserved for the purpose of providing the Service to Client and/or Customer until storage of the file is no longer deemed necessary at PEECHO’s discretion.

3.9. PEECHO will provide PEECHO Customer Services to Client and Customer, related to Orders that the Client/Customer places with PEECHO. PEECHO will communicate directly to the Customer. PEECHO addresses case issues regarding Items and/or Orders with the Printer and communicates the outcome to the Customer. The handling of PEECHO Customer Services is done at PEECHO’s sole discretion and PEECHO will not be held liable for any result of the provision thereof.

3.10. Client acknowledges and agrees that Parties do not, under any circumstances, intent to transfer to the Client and/or the Customer any intellectual property rights vested (now or in the future) in the PEECHO Software and/or API. Any and all intellectual property rights in the API and PEECHO Software is and will at all times remain the sole property of PEECHO.

3.11. Shipping services are provided as part of the PEECHO Services “as is”. The Shipping Company will be contracted by PEECHO or the Printer. PEECHO cannot be held responsible for- and does not warrant (sufficient) performance by the Shipping Company.

4. QUALITY OF ITEMS

4.1. PEECHO undertakes to have Items manufactured that are of good, and acceptable quality. The Packaging of the Items will be of good and sufficient quality. PEECHO represents that the Services shall be performed in a good and workmanlike manner.

4.2. In the event of a breach of clause 4.1, PEECHO shall, at PEECHO’s discretion and as a sole remedy, repair or replace and deliver to Customer a nonconforming Item as part of the Customer Services.

5. FLAWED ITEMS

5.1. In case of a Flawed Item, pictures of flaws must be shared with PEECHO as soon as possible after discovery of the flaw and in any case no later than within 1 month of receiving the Item, after which PEECHO investigates the flaw. PEECHO is not responsible for flaws and faults that are due to the Customer or Client (for example, without limitation, faulty uploads). In the event that the flaw can be attributed to the Printer, PEECHO shall, at its sole discretion, decide upon the action to be taken, such as having the Item reprinted and re-delivered.

6. NON DELIVERY

6.1. If PEECHO becomes aware of an Item not being delivered to a Customer, PEECHO shall investigate and decide, at its sole discretion, on the action to be taken. The non-delivery of an Item must be reported within 1month after the Dispatch Date.

7. PRICES AND PAYMENT

7.1. Via PEECHO’s dashboard, Client can create an order overview and request PEECHO to pay out Client’s profit, after deduction of all costs and relevant VAT/Sales tax charges which may vary from time to time.

7.2. In the event that the Client disputes an amount stated in an invoice the Parties agree to resolve such dispute as follows:

7.3. Client will give written notice to PEECHO within 14 days of receiving a payout and report, of the amount disputed and reasons for the dispute.

7.4. Parties shall attempt to resolve the dispute amicably. If Parties are unable to resolve a dispute amicably within 14 days, then either the Client or PEECHO may refer the dispute to an independent expert for determination. The expert is a person who: a) has appropriate qualifications and experience relevant to determining the dispute; b) is agreed upon by the Parties; and c) does not act, or whose firm does not act, generally for either Party, and the Parties agree to accept the determination of the expert as binding and final and to share the costs associated in engaging such expert equally.

7.5. f the decision made or reached in respect of the dispute, is that a greater amount or an amount less than the amount paid to Client is due, then Client must pay, or respectively the PEECHO must reimburse, within 7 days to the Client respectively PEECHO the difference between the amount paid and that deviant amount.

8. CONFIDENTIALITY

8.1. Parties acknowledge and agree that they will receive proprietary information from each other and/or the Customer, relating to, for example, without limitation, their business, operations, equipment, software, intellectual property rights, personal data, products and other information. Parties agree to use such information only in the performance of their obligations hereunder and agree to retain all such information in confidence and will not (i) disclose it, either during or after the Term, except to its employees, agents or consultants with a need to know, or (ii) use it (in the broadest sense of the word), either during or after the Term, except as required to fulfill its obligations under this Agreement. The provisions of this clause shall survive and remain in full force and effect, following any termination of this Agreement.

9. NON-COMPETITION

9.1. Client acknowledges and agrees that it will not initiate contact directly or indirectly with the Printer without PEECHO’s permission during the Term of this Agreement and for a period of two (2) years after termination thereof. If the Printer contacts Client directly or indirectly, Client will notify PEECHO immediately hereof and of the nature of such contact.

9.2. Client acknowledges and agrees that it will not use any services (such as, without limitation, printing services) from a Printer, either directly or through any other organisation, without prior written consent of PEECHO during the Term of this Agreement and for a period of two (2) years after termination thereof.

9.3. In the event that a Printer contacts Client, either directly or through any other organisation, with the intent to engage Client to use its services, and if PEECHO approves of the provision of such services by Printer to Client, PEECHO and Client shall first agree on an ongoing compensation structure and fees for PEECHO (to apply in the event the Printer would provide services to Client) before any services being provided. Services may only be used by Client if a suitable compensation has been mutually agreed upon in writing by Client and PEECHO.

9.4. The provisions of this clause 9 shall survive and remain in full force and effect after any termination of this Agreement for a period of two(2) years.

9.5. In the event that the Client breaches this clause, all revenues generated through business between the Printer and Client will immediately be due to PEECHO, without limiting any other rights that PEECHO may have under this Agreement or by law. Upon first request from PEECHO, the Client is obliged to disclose all information regarding revenue between the Client and the Printer.

10. TERMINATION

10.1. Subject to this clause, this Agreement shall be effective through the Term.

10.2. Either Party may terminate this Agreement: (a) upon written notice in the event the other Party materially breaches the terms and conditions of this Agreement and such breach remains uncured for a period of thirty (30) days following written notice thereof; or (b) at any time upon written notice in the event the other Party makes a general assignment for the benefit of its creditors, suffers or permits the appointment of a receiver for its business or assets, becomes subject to or initiates a proceeding under any bankruptcy or insolvency law or has wound up or liquidated its business; (c) the other Party willfully or fraudulently misrepresents any fact, condition or report required to be made by this Agreement; (d) a Party effects or attempts an assignment in violation of the terms of this Agreement; or (e) if the performance of this Agreement by either Party shall have been rendered impossible for a period of two consecutive months by reason of the happening of one or more events of force majeure described in clause 13.4 below.

10.3. PEECHO may terminate this Agreement, in part or in full, upon written notice in the event that Client is acquired by, acquires, merges with, or sells substantially all of its business or assets to an entity whose business includes the development, marketing or distribution of a product or products that compete with PEECHO’s business.

10.4. In the case of termination, Client shall be responsible for the payment of all Services provided by the PEECHO under this Agreement until the date of termination.

11. INDEMNIFICATION

11.1. Client represents and warrants that it owns itself or has obtained from the relevant third party/parties, all rights, titles and interest including, without limitation, any intellectual property rights, copyrights, patent rights, trademark rights, tradename rights, trade secret rights or confidentiality rights to the content (such as, without limitation, artwork, photo’s, trademarks, logo’s and trade names) that is provided to PEECHO for the performance of the Services.

11.2. In the event that Client becomes aware that (part of) the rights mentioned in 11.1 are no longer in Client’s possession / granted to Client, Client shall immediately inform PEECHO hereof. Client shall undertake to either repossess the rights needed for the execution of this Agreement or to avoid/limit the infringement of third party rights without this negatively affecting PEECHO’s business.

11.3. Client shall indemnify and defend, at its expense, PEECHO against any third party costs, damages, liabilities, claims, suits, actions or proceedings brought against PEECHO (and/or PEECHO’s officers, directors, employees, agents, service providers, licensors, and affiliates) by any third party arising out of PEECHO’s use of content, such as, without limitation, artwork, photo’s, trademarks, logo’s and trade names in the performance of the Services.

12. LIMITATION OF LIABILITY

12.1. Except for the indemnification obligations set forth herein, in no event will either party have any liability, whether based on contract, tort (including without limitation, negligence), warranty or any other legal or equitable grounds, for any loss of profit or revenue by the other party or for any consequential, indirect, incidental, special or punitive or exemplary damages suffered by the other party arising from or related to this Agreement, even if such party has been advised of the possibility of such losses or damage occurring. PEECHO’s total liability is at all times limited to direct damages, the month in which the event causing the direct damage occurred (ex VAT), in which case cohesive events will be considered to be one (1) event. In no event shall the total amount for compensation be more that EUR 10.000,- (ex VAT).

12.2. In the event of a breach of clause 11 and Schedule XXX, and the Client and Customer Responsibilities as laid down in Schedule XX by the Client, Client shall fully indemnify PEECHO immediately for any damage and costs made as a result, including against fines imposed by any regulatory organ such as the tax authorities, regardless of whether these fines are pending final investigation or the possibility of appeal.

13. MISCELLANEOUS

13.1. RELATIONSHIP

Parties shall be conclusively deemed to be independent contractors and not under the control or supervision of the other Party and nothing in this Agreement shall be read to create, directly or indirectly, any partnership, joint venture, or trust or agency or other fiduciary relationship between them.

13.2. LEGAL NOTICES

Except as expressly provided otherwise, all legal notices, statements, requests and demands given to or made upon any Party hereto in accordance with the provisions of this Agreements shall be in writing and shall be deemed to have been given or made when delivered by hand or email (with hard copy sent by registered or certified mail, return receipt requested, or by overnight courier), or when deposited in the mail, postage pre-paid, registered or certified mail, return receipt requested or when sent by overnight courier, in each case addressed as below:

To PEECHO: PEECHO B.V.

Attention: CEO

To the Client:

Registered e-mail address

Any notice that is (post) mailed shall be deemed to be received on the second (2nd day after mailing). Any notice that is delivered personally or transmitted by email shall be deemed to be received on the day of delivery or transmission.

13.3. WAIVER OF BREACH

The failure of either Party to insist upon strict performance of any terms, conditions, or covenants of this Agreement in any one or more instances shall not be deemed to be a waiver by such Party of its rights to enforce hereafter, any such terms, conditions or covenants.

13.4. FORCE MAJEURE

In case of circumstances, such as, without limitation, a natural disasters such as a fire, explosion, flood, earthquake, pandemic, war, or failure to perform by the Printer, preventing PEECHO or the Client from complying with this Agreement, the Party affected may suspend the Agreement during the continuance thereof, by notifying the other. Delays in delivery or in meeting completion dates due to such events shall automatically extend such dates for a period equal to the duration of such events. Notice of suspension whether given by PEECHO or Client shall not entitle PEECHO or the Client to suspend deliveries or payments except to the extent that such interference affects such deliveries or payments. Both Parties shall be prompt in restoring normal conditions, re-establishing schedules and resuming operations as soon as the interruptions have ceased, unless the Agreement has been terminated as per clause 10.

13.5. ASSIGNMENT

This Agreement may not be assigned by either Party hereto without the prior written consent of the other, which consent shall not be unreasonably delayed or withheld, provided, however, the Parties may, without obtaining such consent, assign all or any part of this Agreement to any entity to which all or substantially all of the assets of the business are sold. Subject to the foregoing, the Agreement shall be binding upon and endure to the benefit of each of the Parties hereto and their respective successors and permitted assigns.

13.6. LAWS

This Agreement shall be governed by and construed in accordance with the laws of the Netherlands. The Parties submit to the exclusive jurisdiction of the courts of Amsterdam, and courts entitled to hear appeals from those courts.

13.7. SEVERABILITY

If any term of this Agreement shall to any extent be found to be invalid or unenforceable, that term shall be deemed to be severable and the remaining terms shall remain in full force and effect. The invalid, illegal, or unenforceable provision shall be modified so that it is valid, legal, and enforceable and to the fullest extent possible, reflects the intention of the Parties.

13.8. HEADINGS

Headings in this Agreement are provided for reference only and are not intended to affect the meaning of any terms.

13.9. ORDER OF DOCUMENTS

In case of any conflicts between this Agreement and any other documents on the same subjects, the order of precedence shall be (1) this Agreement, (2) Schedules to this Agreement, (3) purchase orders properly issued hereunder and (4) any other documents issued by the Parties. No additions to, deletion from or modification of any of the provisions of this Agreement shall be binding upon the parties unless made in writing and signed by a duly authorized representative of each party. Any such additions, deletions or modifications shall refer specifically to this Agreement.

13.10. SCHEDULES

The Parties acknowledge that Schedules to this Agreement represent an integral part of this Agreement and each party shall be bound by the rights and obligations found therein as if contained in the body of this Agreement.

Schedule A - Client and Customer Responsibilities

Client acknowledges and agrees that for itself and for its Customers, Client is responsible for the following:

- All Customer information needed for the effective completion of the PEECHO Service are provided in full. This includes Customer name, address and any additional information necessary for the successful delivery of the Order in the country of destination. If the address is a PO box, the Item may not fit, which may cause a failed delivery for which PEECHO and/or Printer cannot be held responsible.

- Orders that are not intended to be printed should not be submitted to the PEECHO Production Environment. PEECHO takes no responsibility for any unwanted Orders submitted to the PEECHO Production Environment that are printed and/or shipped, whether or not PEECHO has been contacted regarding the unwanted Order. PEECHO has a designated test environment which can be used to submit test orders via the API. Any test orders submitted in the PEECHO Production Environment will be treated and printed as a normal Order.

- If a Customer receives an Item belonging to another Customer by way of mix up, Client or Customer will inform PEECHO as soon as possible. Information in the Items may contain (sensitive) personal data. Customer shall limit the exposure of the Item and contact PEECHO directly on this email address: support@peecho.com.

- By using the Services, Client and/or Customer will not cause any disruption such as an undue burden on the Services or the networks or services connected to the Services.

- Client warrants and represents for itself and for its Customers:

a. that is has obtained from Customer all necessary rights, such as for example intellectual property rights and portrait rights, including, without limitation, a non-exclusive, worldwide, fully-paid and royalty-free license to use, reproduce, distribute, publicly display, create derivative works, keep a backup and otherwise make available any content, data, materials and information needed for the performance of the PEECHO Services and/or other services.

b. that Client and/or the Customer are solely responsible for any and all content, data, materials and information, which are shared with PEECHO and/or the Printer at any time, for example by uploading content, data, materials and information via the PEECHO Software. PEECHO retains the right to delete such content, data, materials and information after a certain period at its sole discretion.

c. That no prohibited content will be posted, used or submitted for PEECHO Services or other services. “Prohibited content” includes content, data, materials and/or information that: (i) is offensive, pornographic, or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (ii) bullies, harasses, or advocates stalking, bullying, or harassment, of another person; (iii) involves the transmission of “junk mail,” “chain letters,” unsolicited mass mailing, or “spamming,”; (iv) is false or misleading or promotes, endorses or furthers illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (v) promotes, reproduces, performs or distributes an illegal or unauthorized copy of another person’s work that is protected by copyright or trade secret law, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protection devices, or providing pirated music or links to pirated music files; (vi) is involved in the exploitation of persons under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 13; (vii) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses and other harmful code; (viii) solicits passwords or personally identifying information for commercial or unlawful purposes from other Users; (ix) contains viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software for example software or automated agents which generates automated messages and/or strips or mines data from the Services; (x) violates any applicable law, including, but not limited to laws and regulations governing export control, unfair competition, anti-discrimination and false advertising; (xi) involves commercial activities that are detrimental to the interests of PEECHO; (xii) includes “published by PEECHO or any other reference that directly or indirectly suggests or implies that PEECHO is the publisher of the Item; (xiii) is illegal in any country; or (xiv) otherwise violates this Agreement or creates liability for PEECHO. PEECHO reserves the right to refuse to print any Item that contains content that it determines in its sole discretion is prohibited content, and Client agrees to indemnify and hold PEECHO and its subsidiaries, affiliates, officers, employees, suppliers, service providers, and partner companies harmless for any claims, losses, liabilities and expenses arising out of or relating to any breach of this section. PEECHO and/or the Printer have the right to reject performing services on the basis of the content, materials, data and/or information provided by the Client and/or Customer at their sole discretion.

- PEECHO reserves the right (but has no obligation) to investigate and take action in its sole discretion against if the provisions in this section or any other provision of this Agreement are violated, including without limitation, removing content, data, materials and/or information from the Services, restricting or terminating the use of the Services and/or taking any other legal action it may have under law.