Photilla is an online platform enabling artists to upload images to the Internet and provides easy to create and manage websites for their clients, enabling viewing and selling opportunities.
This agreement applies as between you, the User of this Website and Photilla, the owner(s) of this Website. Your agreement to comply with and be bound by Clauses 1 - 6, the relevant parts of 7 and 8 and 9 - 19 of these Terms and Conditions is deemed to occur upon your first use of the Website. The relevant parts of Clauses 7 and 8 apply only to Membership Fees and premium features. If you do not agree to be bound by these Terms and Conditions, you should stop using the Website immediately.
This Website, Photilla, is owned and operated by Photilla Ltd, a limited company registered in England under 11161897, whose registered and trading address is Bowmans Lodge, Warren Lane, Oxshott, KT22 0ST.
In this Agreement the following terms shall have the following meanings:
2.1 Subject to the exceptions in Clause 3 of these Terms and Conditions, all Content included on the Website, including any material contained within User Sites that is not User Content, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of Photilla Ltd, or Our affiliates. By continuing to use the Website you acknowledge that such material is protected by applicable United Kingdom and international intellectual property and other laws.
2.2 You may not print, reproduce, copy, distribute, store or in any other fashion re-use Content from the Website unless given Our express written permission to do so. Specifically you agree that:
2.2.1 You will not systematically copy Content from the Website with a view to creating or compiling any form of comprehensive collection, compilation, directory or database unless given Our express written permission to do so.
3.1 The intellectual property rights subsisting in the User Content of User Sites belong to the User to which that/those User Site(s) belong(s) unless it is expressly stated otherwise.
3.2 Where expressly indicated, certain Content available through User Sites and the intellectual property rights subsisting therein belongs to other parties.
3.3 The Content described in this Clause 3, unless expressly stated to be so, is not covered by any permission granted by Clause 2 of these Terms and Conditions to use Content from the Website. The exceptions in Clause 4 continue to apply.
4.1 This Website may contain links to other websites. Unless expressly stated, these websites are not under the control of Photilla Ltd or that of Our affiliates. We assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Website does not imply Our endorsement of the sites themselves or of those in control of them.
5.1 When creating a User Site using Photilla you should do so in accordance with the following rules:
5.1.1 You must not use obscene or vulgar language;
5.1.2 Your User Site may not contain any material that is unlawful or otherwise objectionable (including that which may be in breach of rules, regulations or legislation in force in the United Kingdom or any other jurisdiction in which your User Site can be lawfully accessed. This does not extend to material which may be automatically blocked in certain jurisdictions but that is lawful in your home country);
5.1.3 Your User Site may not contain any material that is intended to promote or incite violence or any other unlawful conduct against any group, individual or animal. This includes, but is not limited to, the provision of instructions on how to assemble weapons of any kind, bombs, grenades or other explosive devices;
5.1.4 Your User Site must be honest and fair, should not make any unsubstantiated or unsupportable claims and should, in particular, not be used to sell or offer for sale any item, good or service that:
5.1.4.1 Violates any applicable rules, regulations or legislation;
5.1.4.2 You do not have the full right and entitlement to sell including, where relevant, any licences or authorisations; or
5.1.4.3 That Photilla Ltd determine, in Our sole discretion, is not appropriate for sale through Our Service.
5.1.5 Your User Site may not infringe the intellectual property rights of any third party including, but not limited to, copyright, trade marks, patents and designs;
5.1.6 Your User Site may not contain links to other websites containing any of the above types of material;
5.1.7 Your User Site may not contain any material that may contain viruses or other software or instructions that may damage or disrupt other software, computer hardware or communications networks;
5.1.8 Your User Site may not be used for unauthorised mass-communications such as "spam" or "junk mail";
5.1.9 Your User Site may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted through the Service (including, but not limited to, your User Site);
5.1.10 You may not use your User Site to impersonate any person or entity including, but not limited to, any employee, agent or sub-contractor of Photilla Ltd or any of our affiliates;
5.1.11 You may not use your User Site for phishing purposes;
5.1.12 You may not use your User Site for the purpose of uploading files solely to have them hosted by Photilla; and
5.1.13 User Sites offered by Photilla are not directed towards, nor intended for use by, anyone under the age of 13. If you are between the ages of 13 and 18, you may create a User Site with the supervision of a parent or legal guardian who agrees to be bound by these Terms of Use.
5.2 Photilla does not screen or pre-approve any User Site submitted for publication, however on notification from Users We may examine User Sites and such User Sites may be edited and/or taken down.
5.3 Photilla may edit your User Site to comply with the provisions of sub-Clause 7.1 without prior consultation. In cases of severe breaches of the provisions of sub-Clause 7.1, your User Site may be taken down and your Account may be suspended or terminated. You will not be informed in writing of the reasons for such alterations or take downs.
5.4 By creating and submitting a User Site you warrant and represent that you are the author of the User Content on that User Site or that you have acquired all of the appropriate rights and / or permissions to use it. We accept no responsibility or liability for any infringement of third party rights by User Sites.
5.5 Photilla reserve the right to contact you directly to verify the accuracy and ownership of any material posted and/or uploaded on the Site at any time.
5.6 Photilla reserves the right to reveal your identity and any information known about you in the event of a complaint and/or any legal action that may come from material and/or comments posted / uploaded by you to a User Site.
5.7 Photilla will not be liable in any way or under any circumstances for any loss or damage that you or any other User may incur as a result of such User Sites, nor for any errors or omissions in User Sites. Use of and reliance upon User Sites is entirely at your own risk.
5.8 Nothing in these Terms and Conditions shall grants Us any rights in or to any intellectual property rights contained within your User Site or any part of it save for the right to display the same through Our System until you (or Photilla, if appropriate) choose to remove that User Site.
5.9 You acknowledge that We may retain copies of any and all communications, information, User Content and User Sites sent to Us or submitted for publication.
6.1 Photilla operate an acceptable use policy for our services. We need to ensure that individual clients do not use an unacceptable amount of available resources, and thereby degrading the service for other clients sharing the same system. The amount of a resource that could reasonably be considered acceptable use is dictated by the amount of space you have allocated on our systems and the package you have purchased. Under normal conditions unlimited space is unlimited, but may be monitored to ensure it is not misused or being used in an unexpected manner.
6.2 Acceptable Use refers to both the bandwidth/traffic to and from User Sites and also to the size of / amount of images stored with us. In the event of unacceptable usage we may elect to charge you for any excess usage or ban/close the offending User Sites and members.
7.1 In order to create a User Site you must create an Account which will contain certain personal details. By creating an Account you represent and warrant that:
7.1.1 all information you submit is accurate and truthful; and
7.1.2 you will keep this information accurate and up-to-date.
7.2 Sharing of accounts is not permitted unless expressly authorised in writing by Photilla Ltd. You must keep your Account details confidential and should not reveal your username or password to any unauthorised third parties.
7.3 Some premium features of the Service require the payment of a Membership Fee. Membership Fees are detailed here. Your credit / debit card will be billed at the time at which you sign up for such premium features and monthly thereafter until cancellation or termination.
7.4 No part of this Website constitutes a contractual offer capable of acceptance. Your signing up for the premium features constitutes a contractual offer that We may, at Our sole discretion, accept. Our acceptance is indicated by Us sending to you a confirmation email. Only once We have sent you an order confirmation will there be a binding contract between Photilla Ltd and you.
7.5 Confirmation emails under sub-Clause 7.4 shall contain the following information:
7.5.1 Confirmation of the premium features ordered including full details of the main characteristics of those features;
7.5.2 Fully itemised pricing for the premium features ordered including, where appropriate, taxes and any other additional charges;
7.5.3 A confirmation of your express request that the premium features are made available to you immediately and that this will constitute a waiver of your statutory right to cancel as detailed below in sub-Clause 7.8; and
7.6 Your first payment will be at the price advertised on the Website. We reserve the right to change Membership Fees from time to time and any such changes may affect your recurring Membership Fees:
7.7 Premium features requiring a Membership Fee will be made available to you immediately upon Our confirmation of your signing up. When completing the order process you will be required to expressly acknowledge that you wish the premium features to be made available immediately. You will also be required to expressly acknowledge that by doing so, you will lose your statutory right to cancel your contract with Photilla Ltd as detailed below in sub-Clause 7.8.
7.8 If you are a consumer based in the European Union, you have a statutory right to a "cooling-off" period with respect to the purchase of certain goods and services. This period, if applicable, begins once the contract between the seller and you, the buyer, is formed and ends at the end of 14 calendar days after that date. Under normal circumstances, premium features requiring the payment of Membership Fees on this Website are made available immediately upon Our confirmation of your order for them. As set out in sub-Clause 7.7, by expressly requesting this, you waive your right to the cooling-off period and may not cancel the contract merely because you have changed your mind.
7.9 If you terminate a User Site and/or your Account, your User Site(s) may be taken down immediately and you be rebilled for the remainder of the minimum contract period of month, at the end of which rebilling will automatically stop.
7.10 All payments for Membership Fees due under these Terms and Conditions must be made using a valid debit or credit card via Our chosen payment partner, Stripe. Payments made via Stripe are subject to Stripe's own terms and conditions of service and We make no representations or warranties with respect to their services.
8.1 In the event that any of the provisions of sub-Clause 7.1, above, are not followed, We reserve the right to suspend or terminate your access to the Service. Any Users banned in this way must not attempt to use the Website under any other name or by using the access credentials of another User, with or without the permission of that User.
8.2 If We terminate or suspend your Account as a result of your breach of these Terms and Conditions you will not be entitled to any refund. If you have signed up for premium features, you will continue to be rebilled for the remainder of the minimum contract period of one month, at the end of which rebilling will automatically stop which shall be due in one payment. If you have multiple User Sites and not all are deleted, you will continue to be billed as normal for any relevant premium features.
9.1 Use of the Website and the Service is governed by Our Privacy policy. To view the Privacy Policy, please click on the link here.
10.1 All personal information that Photilla Ltd may collect (including, but not limited to, your name and address) will be collected, used and held in accordance with the provisions of the General Data Protection Regulation (GDPR), Regulation (EU) 2016/679.
10.2 We may use your personal information to:
10.2.1 Provide Our Service to you;
10.2.2 Process your payment for the Service; and
10.2.3 Inform you of new products and services available from Us. You may request that Photilla Ltd stop sending you this information at any time.
10.4 We will not pass on your personal information to any other third parties, without first obtaining your express permission.
11.1 We make no warranty or representation that the Website or the Service will be compatible with all systems.
11.2 Save for the [discretionary] screening and approval of User Sites as detailed in Clause 7, We have neither control over, nor involvement in, any User Sites or User Content and accept no responsibility for any actions taken, or any goods or services provided, by any Users.
11.3 Whilst reasonable endeavours have been made to ensure that all information provided on this Website will be accurate and up to date, We make no warranty or representation that this is the case. We make no guarantee of any specific results from the use of our services.
11.4 No part of this Website is intended to constitute advice and the Content of this Website should not be relied upon when making any decisions or taking any action of any kind.
11.5 We make no representation or warranty that any part of this Website is suitable for use in commercial situations or that it constitutes accurate data and / or advice on which business decisions can be based.
11.6 When providing digital content to consumers, We are required to provide digital content that is of satisfactory quality, fit for any purpose made known to us (whether expressly or impliedly), and in accordance with any descriptions (and pre-contract information) given by Us. This includes any digital content we may subsequently modify. If We fail to comply with Our legal obligations, consumers may be entitled to certain legal remedies including repair or replacement or price reductions. For full details of consumers' legal rights, including those relating to digital content, please contact your local Citizens Advice Bureau or Trading Standards Office.
11.7 Whilst We exercise all reasonable skill and care to ensure that the Website and User Sites is free of errors, there is no guarantee that there will not be bugs.
11.8 If, as a result of Our failure to exercise reasonable care and skill, any digital content from Our Site damages your device or other digital content belonging to you, you may be entitled to certain legal remedies. For more details concerning your rights and remedies as a consumer, please contact your local Citizens Advice Bureau or Trading Standards Office.
12.1 We accept no liability for any disruption or non-availability of the Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, Force majeure, acts of war or legal restrictions and state-mandated censorship.
12.2 We reserve the right to alter, suspend or discontinue any part (or the whole of) the Website including, but not limited to, the Content available. Where anything you have paid for is made unavailable and you are entitled to a refund as a result, We will inform you of the refund due and it will be paid within 14 days using the same method originally used by you. These Terms and Conditions shall continue to apply to any modified version of the Website unless it is expressly stated otherwise.
13.1 To the fullest extent permissible by law, We accept no liability to any user for any loss or damage, whether foreseeable or otherwise, in contract, tort (change word for this) (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) the Website or the use of or reliance upon any content included on the Website including the Service and the Content.
13.2 To the fullest extent permissible by law, We exclude all representations, warranties, and guarantees (whether express or implied) that may apply to the Website or any content included on it.
13.3 If you are a commercial user, We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.
13.4 We exercise all reasonable skill and care to ensure that the Website is free from viruses and other malware by implementing best pratice security according the General Data Protection Regulation (GDPR). Subject to sub-Clause 11.8, We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material or event that may adversely affect your hardware, software, data or other material that occurs as a result of your use of the Website (including the downloading of any content from it) or any other site referred to on the Website.
13.5 We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of the Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.
13.6 Whilst We exercise all reasonable skill and care to ensure that User Sites are secure and free of errors, Users are strongly advised to take responsibility for backing up all your images and data.
13.7 Nothing in these Terms and Conditions excludes or restricts Our liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law. For full details of consumers' legal rights, including those relating to digital content, please contact your local Citizens' Advice Bureau or Trading Standards Office.
14.1 In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.
15.1 Nothing in these Terms and Conditions shall confer any rights upon any third party. The agreement created by these Terms and Conditions is between you and Photilla Ltd.
16.1 All notices / communications shall be given to Us either by post to Our premises at Bowmans Lodge, Warren Lane, Oxshott, KT22 0ST or by email to admin@photilla.com. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.
16.2 We may from time to time, if you opt to receive it, send you information about Our products and/or services. If you do not wish to receive such information, please indicate this by sending us an email with the word UNSUBSCRIBE in the subject - visit Our contact page for email details.
17.1 These Terms of Use, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.
17.2 Photilla Ltd is based, and conducts business in the United Kingdom. Visitors and users who reside outside the United Kingdom agree that their transactions with Photilla Ltd take place in the United Kingdom and they agree that they shall comply with all the local laws, rules, and regulations applicable to them.
18.1 In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.
19.1 Photilla Ltd reserve the right to modify, change, add or delete elements of this Terms and Conditions at any time. It its your responsibility to frequently review these terms of use. By continuing to create and manage User Sites you must agree to all changes.