The terms and conditions set out in this agreement ("Agreement") are a legal agreement between you ("user" or "you") and Popsa International Limited.
Popsa is a software application that enables you to create customised, full-colour printed products (such as "Photobooks" and "Posters") that can be delivered throughout the world to you, your family, or friends.
Popsa works closely with print partners at locations throughout the world ("Partners") to fulfil delivery of orders placed via our application.
These Terms set out your rights and obligations and those of Popsa International Limited ("we" or "us"), in relation to the Popsa application, the data supplied with the software, and the associated media ("App") and any products or services available through, and material of any kind accessible or relating to the App or us including the use of Popsa Unlimited. When we refer to "Popsa" in these Terms, we mean the App and/or the Services, as is relevant to the context.
These Terms are subject to any rules or policies (the "App Store Rules") applied by Apple, who provide distribution of Popsa through the App Store (the "App Store"). We remain the owners of the App at all times.
When you buy Services from Popsa as a consumer you have legal rights. These are also known as 'statutory rights' as they are derived from laws such as the Supply of Goods and Services Act 1982 (as this Act has been amended from time to time). Nothing in these Terms affects these legal rights, or if you live outside the UK, your equivalent rights in your country of residence. UK citizens obtain further information from their local Citizens' Advice Bureau (www.citizensadvice.org.uk).
These Terms are only available in English. Please ensure you understand these Terms, even if your first language is not English.
You will be able to access most features of Popsa without registering your details with us. Some features, and the opportunity to place an order for our Services ("Order"), are only open to you if you create an Account.
If you are uncertain about your rights under these Terms please email email@example.com or send a letter to Popsa International Limited, Archway House, 81-82 Portsmouth Road, Surbiton, Surrey, KT6 5PT.
Popsa requires an iPhone, iPad or iPod Touch running iOS 8.0 or later. Popsa may be updated from time to time, to add new features or fix bugs, as such these requirements may also change.
If you do not agree to the terms of this Agreement, you must exit Popsa immediately and uninstall it from your device.
1.1 These Terms apply to the App or any of the services or Photobooks or other products ("Products") accessible through the App (together "Services"), including any updates or supplements to the App or any Services, unless they come with separate terms, in which case those terms apply. If any open-source software is included in the App or any Service, the terms of an open-source licence may override some of these Terms.
1.2 We may change these Terms at any time by posting a notice on our App notifying you of a change to the Terms when you next log on to the App, but such notifications of change are a courtesy and not an obligation. If you are required to accept new Terms, they may be displayed on-screen and you may be required to read and accept them to continue your use of the App.
1.3 From time to time software updates may be issued. Depending on the update, you may not be able to use the App until you have accepted any new Terms.
1.4 You will be assumed to have obtained permission from the owners of the devices that are controlled, even if not owned, by you ("Devices") and to download a copy of the App onto the Devices. You, or the owner of the Device, may be charged by service providers for internet access. You accept responsibility, in accordance with these Terms for the use of the App or any Service on or in relation to any Device, whether or not it is owned by you.
1.6 By using the App to browse or purchase our Services and/or Products, you consent to us collecting and using technical information about the Devices and related software, hardware and peripherals for Services that are internet-based or wireless to improve our Products and to provide any Services to you.
1.7 Certain Services, including those that are necessary to fulfil your Order in the correct currency, to accommodate language needs, or to ascertain the availability of our Services in your location, will make use of your IP address to ascertain your location. If you use our App, you consent to us and our affiliates, Partners and licensees' transmission, collection, retention, maintenance, processing and use of your location data and queries to provide and improve location-based Products and Services.
1.8 The App may contain links to other independent third-party websites ("Third-party Sites"). Third-party Sites are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third-party Sites, including the purchase and use of any products or services accessible through them.
2. Right To Use
2.2 You may download a copy of the App to use on Devices for personal purposes only. These Terms do not permit use for business purposes. If you intend to use our App for any business purpose, please contact firstname.lastname@example.org where our team will be able to discuss our B2B services with you and the service offerings available to you.
3. Registering An Account
3.1 In order to purchase Services from Popsa, you must register an account ("Account") using the App. You must be at least 18 years old and must be able to enter into legally binding contracts.
3.2 To create an Account you need to provide us with an email address, or alternatively you can sign-in with Facebook or Twitter, who provide us with an email address to be able to contact you. You will be required to set a password before placing Orders.
3.3 When creating an Account you must provide complete and accurate information. Where you wish to purchase Services from us, you need to provide our payment services partner, Stripe, with valid credit or debit card details. If your registration or payment information changes at any time, you must update your details before placing another Order.
3.4 You are solely responsible for maintaining the confidentiality of your Account information and password. You are solely responsible for any activity relating to your Account. Your Account is personal to you and is not transferable to another party.
4. Ordering Our Services
4.1 Popsa stores the digital images (each an "Image") that you upload to fulfil your Orders, but Popsa does not provide a storage, access or backup facility for your use, and access to the images are available only through your account in the App. To use our Services, all Images must meet our Image specifications, which may be changed by us from time to time.
4.2 Popsa offers a product Popsa Unlimited, to enable you to order vouchers to send to your friends and family anywhere in the world to enable them to use Popsa Services.
4.3 For further guidance and information on using the App please visit our Help.
4.4 As Popsa evolves and changes over time, we may add or remove Products or Services but this will not affect any Order you have already placed with us.
4.5 Our App will guide you through the steps you need to take to place an Order to purchase Services from us in accordance with these Terms. Our Order process allows you to check and amend any errors before submitting your Order.
Please take the time to carefully read and check your Order at each page of the Order process. Popsa is not responsible for error or non-performance of Services arising from errors in your Order.
4.6 You begin the Order process with the creation of a print Product, which involves the selection of Images. Your Images may be selected from:
- (a) Your Device
- (b) Your Facebook account
- (c) Your DropBox account
- (d) Or a remote source, hosted by on our Servers ("Featured Images")
4.7 When you are satisfied with the layout of your print Product and our fees and delivery charges for production of your Product, you may be asked to create a password to secure your Account if you have not done so already.
4.8 When preparing your Order for submission to us, you will need to supply us with a delivery address, and if different, a billing address, and when you reach our checkout process where you will need to provide our payment partner Stripe with your credit/debit card details (see clause 5 - Payment), or alternatively you can use Apple Pay in territories where it is available, and on Devices where supported. Popsa will calculate the fees for your Order and then ask you for confirmation. By clicking to confirm your Order you indicate your acceptance of our fees and your commitment to the purchase of Popsa Services.
4.9 When your Order is placed with us at the end of the online checkout process the App will notify you when your Order has been received. This Order acknowledgement does NOT, however, mean that your Order has been accepted by us. Popsa reserves the right at all times to reject any Order, in whole or in part, at its sole discretion.
4.10 Popsa may send you an email to say that we do not accept your Order. This typically includes the following reasons:
- (a) the Services requested in your Order are not available;
- (b) we cannot obtain authorisation of your payment;
- (c) there has been an error by us on the pricing or description of the Services.
4.11 Orders are not binding until Popsa receives authorisation of your payment. When your Order is accepted by us, you will receive an email that confirms this ("Confirmation Email"). At this point, a legally binding contract for the Services on these Terms will be in place between you and Popsa.
4.12 Marketing and other descriptive matter relating to Services are illustrative only, and do not form part of this Agreement between us. You agree that, in placing an Order, you have not relied on any representation or statement by Popsa that is not expressly set out in these Terms.
4.13 When placing an Order via our App, please take care to ensure that all information that you provide is correct. Please read and carefully check the Order details before submitting it to us. If you need to make a correction, you must do so before submitting your Order.
4.14 If you are under the age of 18 you may not purchase any Services from us.
4.15 These Terms and any document expressly referred to in it constitutes the entire agreement between you and Popsa and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
4.16 You acknowledge that in entering into this Agreement you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
4.17 Neither you, nor Popsa, shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
4.18 No variation of these Terms or to an Order will be binding unless expressly agreed in writing and executed by a duly authorised signatory of Popsa.
4.19 These Terms apply to the supply of the Products and Services by Popsa and they supersede any previously issued terms and conditions relating to our Products or Services.
5.1 Fees for our Services will be as quoted on the Confirmation Email provided to you in response to your Order. We take all reasonable care to ensure that the fees are correct at the time you place your Order.
5.2 Payments of fees for Services via the App are processed by Stripe, our payment processing partner, in accordance with a payment services agreement between Popsa and Stripe, whose headquarters are at 3180 18th Street, Suite 100, San Francisco. Fees are credited to us, less any service fees, in accordance with the terms of our payment services agreement with them. You may pay for the Services by using the following credit cards and debit cards: Visa, Mastercard and Amex. Please check our App for further details if your credit or debit card is not mentioned in these Terms. You can also use Apple Pay, however availability of Apple Pay depends on your Device, for more information on the availability and use of Apple Pay see https://www.apple.com/apple-pay/.
5.3 Payment is due and payable immediately on submission of your Order. Prices include VAT or appropriate sales tax.
5.4 Acceptance of your Order by Popsa strictly depends on authorisation of your payment from Stripe or other of our authorised payment processors from time to time or where you use Apple Pay, the receipt by Popsa of your token generated by Apple Pay to authorise that payment of fees has been made in full.
5.5 Prices for our Products or Services may change from time to time, but changes will not affect any Order you have already placed.
5.6 Fees are quoted in pounds sterling (£)(GBP). Where you Order from outside the UK, you will be notified of our fees in your relevant currency if our Services are available in your location.
5.8 Where you use a third party payment services provider such as Apple Pay, Popsa is not responsible for any information you provide to Apple Pay or how your information is used or stored to enable you to use Apple Pay payment services, the operation of which is out of Popsa control. It is important that you understand Apple Pay terms and conditions at https://www.apple.com/apple-pay/ which apply to any use of Apple Pay services. Popsa is not liable for any loss you incur relating to the use of Apple Pay.
5.9 If you are a consumer within the UK nothing in this clause affects your legal rights to cancel this Agreement during the cancellation period under clause 6 below or any similar consumer rights available to you in your country of residence.
6. Your Right to Cancel
6.1 If you are a UK consumer, you have a legal right to cancel a contract during the period set out below in clause 6.4. This is referred to as the 'cancellation period'. Your legal right to cancel starts from the date of the Confirmation Email (the date on which we e-mail you to confirm our acceptance of your Order), which is when the contract between us is formed.
6.2 You have the right to cancel this Agreement within 14 days without giving any reason, subject to clause 6.3 below.
6.3 Your right to cancel these Terms starts from the date when this Agreement is entered into (i.e. when the Confirmation email is sent to you by us) and ends at the end of 14 days period after this date or earlier if the Services to fulfil your Order have already commenced.
6.4 To exercise the right to cancel, you must inform us of your decision to cancel this Agreement by a clear statement either by letter sent by post to Popsa International Limited, Archway House, 81-82 Portsmouth Road, Surbiton, Surrey, KT6 5PT, or send an email to email@example.com. If you cancel as set out at above we will communicate to you an acknowledgement of receipt of such a cancellation on a durable medium (e.g. by e-mail) without delay.
6.5 Further information on your legal rights can be obtained from your local Citizens' Advice Bureau ( www.citizensadvice.org.uk) or Trading Standards office or where outside the UK your local consumer advice centre.
6.6 Please be aware that the Services we provide via our App are almost instantaneous, and therefore your cancellation period is likely to be very short as it will only last until the performance of the Services has commenced in accordance with your Order. Upon submission of your Order, the details of your Order are immediately passed on to our Partners and Third Party Providers for processing and this counts as the start of performance of our Services to you. Please therefore take extra care before you confirm your Order with us as your right to cancel may be lost very soon after submission of your Order.
7. Your Photographs and Images
7.1 To enable Popsa to provide our Services to you, we need your permission to use and publish those Images. When using our App for uploading Images you also have certain responsibilities regarding how those Images are used. It is also necessary to share those Images with our printing Partners, who produce the print Products on behalf of Popsa.
7.2 You hereby grant to Popsa a non-exclusive licence to use any Images uploaded by you for the purposes of processing your Order and performing the Services, including the right to sub-licence use of your Image to our Partners, and all necessary consents including under the Copyright, Designs and Patents Act 1988 (as amended from time to time) or any other relevant legislation applicable to your location to enable Popsa to change, publish, distribute, exhibit, use the Image for the purposes of enabling you to use our App and to enable us to perform our Services to you.
7.3 You acknowledge that to provide the Services to you, we need to share your Images with our Partners. By using our App and submitting an Order, you expressly consent to allowing our Partners to print and process your Images to produce print Products requested by you in your Order and other related functions that are necessary to deliver the Services to you.
8. Licence Restrictions
8.1 Except as expressly set out in these Terms or as permitted by any local law at your location, you agree to the following "License Restrictions":
- (a) not to copy the App except where such copying is incidental to normal use of the App, or where it is necessary for the purpose of back-up or operational security;
- (b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App;
- (c) not to make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs;
- (d) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988 or equivalent laws in any other jurisdiction) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program, and provided that the information obtained by you during such activities:
- (i) is used only for the purpose of achieving inter-operability of the App with another software program;
- (ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
- (iii) is not used to create any software that is substantially similar to the App;
- (e) not to provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person without prior written consent from us; and
- (f) to comply with all technology control or export laws and regulations that apply to the technology used or supported by the App or any Service ("Technology");
9. Intellectual Property Rights
9.1 All trade marks, copyright, database rights, logos, branding and other intellectual property rights of any nature in the App or any element of our Services or Products, together with the underlying software code anywhere in the world ("Intellectual Property") are owned either directly by Popsa or our Partners or licensors and you have no rights in the Intellectual Property, or to the App, or the Technology at any time other than the right to use each of them in accordance with these Terms.
9.2 You acknowledge that you have no right to have access to the App in source-code form.
9.3 You will indemnify, and keep indemnified Popsa in full for any claims we incur from our Partners, processors or any third parties as a result of your using third party intellectual property in respect of any content you supply to us whilst using our Services, which is strictly not permitted and in contravention of these Terms unless you have the legal authorisation to do so from any such third party owner.
10. Acceptable use restrictions
10.1 You must agree to these "Acceptable Use Restrictions":
- (a) not use the App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App, any Service or any operating system;
- (b) not infringe our Intellectual Property, the Intellectual Property of our Partners, or those of any third party in relation to your use of the App or any Service, including the submission of any material (to the extent that such use is not licensed by these Terms);
- (c) not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any Service;
- (d) not use the App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users, and;
- (e) not collect or harvest any information or data from our Services or attempt to decipher any transmissions to or from our servers running any of our Services.
Please read our Popsa Acceptable Use Policy for further information.
11. Availability and Content
11.1 This App is available to handheld mobile devices running Apple's iOS operating system. Popsa will use reasonable efforts to make the App available at all times. However you acknowledge the App is provided over the internet and mobile networks and so the quality and availability of the App may be affected by factors outside our reasonable control. Popsa, our affiliates, Partners and sub-contractors do not accept any responsibility whatsoever for unavailability of the App, or any difficulty or inability to download or access content or any other communication system failure which may result in the App being unavailable.
11.2 Popsa performs routine scheduled maintenance or where we feel it is necessary to maintain the availability and quality of our App and the Services we provide to you, unscheduled maintenance. While we do our best to avoid inconvenience to our users, the App and Order facilities may be temporarily unavailable during maintenance periods.
11.3 Popsa does not promise that the Services will be error-free, uninterrupted, nor that they will provide specific results from use of the Services or any content, search or link contained therein. The Services and any content are delivered on an "as-is" and "as-available" basis. We cannot ensure that content you access through our Services will be free of viruses or contamination or destructive features.
11.4 In particular, if you submit content via the App, whether articles, Images, audio or video footage, narrative, software or other copyrightable material, you must ensure that content does not infringe the copyright or other rights of third parties (such as privacy or public rights).
11.5 To ensure we continue to improve our quality of our Services, and to comply with our regulatory audit requirements, Popsa shall conduct quality control checks of our Products and Services at random intervals at its discretion. By using our App to order Services, you consent to our use of content uploaded by you and your Images for Popsa's internal quality control purposes. We shall only retain copies of your Images for as long as necessary to conduct our internal quality control process and to enable us to perform the Services to you.
12. Limitation of Liability
12.1 You acknowledge that the App has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that any Order you submit meets your requirements in respect of the Products and Service the App makes available to you.
12.2 We only supply the App for domestic and private use. You agree not to use the App for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
12.3 We will only be legally responsible to you for any loss or damage which is a reasonably foreseeable consequence of a breach of these Terms. Losses are foreseeable where they could be contemplated by you and by Popsa at the time these Terms are entered into. We are not legally responsible for indirect losses which happen as a side effect of the main loss or damage and which are not foreseeable by you and us (such as loss of profits or loss of opportunity).
12.4 Popsa shall not be liable for failures in the App or our Products or Services that arise as a result of:
- (a) you having altered or modified the App;
- (b) you having run the App on a "jail broken" or otherwise modified Device;
- (c) if the defect or fault in the App results from you having used the App in breach of these Terms;
- (d) if you breach any of the Licence Restrictions or the Acceptable Use Restrictions.
12.5 Our maximum aggregate liability under or in connection with this Agreement (including your use of any Services) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to fees paid for the Services, as set out in your Order.
12.6 Nothing in this Agreement shall exclude our liability to you for:
- (a) death or personal injury caused by our negligent acts or omissions;
- (b) fraud or fraudulent misrepresentation;
- (c) breach of any of the provisions implied into these Terms under the Supply of Goods and Services Act 1982, or for defective products under the Consumer Protection Act 1987 (or any other applicable UK or local law in your location);
- (d) any other liability that cannot be excluded or limited by law.
13.1 We may terminate this Agreement and your use of our App with you immediately, and without notice, if you:
- (a) if you commit a material or persistent breach of these Terms;
- (c) in any other circumstances where we reasonably consider you use our App in contravention of our Agreement with you.
13.2 On termination for any reason:
14.1 During the cancellation period if you decide that, for whatever reason, you no longer want the Products or Services that you have purchased from Popsa you may tell us that you want to cancel the Agreement and obtain a refund and period we will reimburse to you all payments received from you. Please be aware however that your right to a refund does depend on your rights to cancel not having expired as set out at clause 6.3 above.
14.2 If you requested in your Order to perform the Services on a date that occurs during the 14 day cancellation period, your right to cancel will end at the date set out for performance of the Services in the Order.
14.3 Any amendment or cancellation of your Order requested by you after the cancellation period referred to above will be implemented by us only on the understanding that you, will be responsible for any charges we incur as a result of the cancellation or amendment and which cannot be recovered by Popsa (including charges arising in relation to Services performed by our Partners, payment processors or third party commitments which have been entered into in connection with the Services), which we shall deduct from any refund due you.
14.4 We will make the reimbursement due to you without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel this Agreement.
14.5 We will make the reimbursement using the same means of payment as you used for the initial transaction, unless we have expressly agreed otherwise.
15. Communication Between Us
15.1 If you wish to contact us in writing, or if anything in these Terms requires you to give us notice in writing, you can send this to us by e-mail or by prepaid post to our trading address: Popsa International Limited, Archway House, 81-82 Portsmouth Road, Surbiton, Surrey, KT6 5PT. We will confirm receipt of this by contacting you in writing, normally by e-mail.
15.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your request.
16. Events Outside Our Control
16.1 Popsa, our Partners and our third party providers, will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by any act or event beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes; breakdown of systems or network access; or flood, fire, explosion or accident including failure of public or private telecommunications networks ("Event Outside Our Control").
16.2 If an Event Outside Our Control takes place that affects the performance of our obligations under this Agreement:
- (a) our obligations will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control, and;
- (b) we will use our reasonable endeavours to find a solution by which our obligations under these Terms may be performed despite the Event Outside Our Control, however, if it continues for a longer period than we feel is reasonable or the Event Outside Our Control restricts the ability of Popsa to provide our Services to you Popsa shall have the right to withdraw from the obligations to perform our Services to you under these Terms. Please be aware that despite being unable to complete your Order in these circumstances you may be responsible for fees incurred in respect of Services already performed on your behalf.
17. Other Important Terms
17.1 We may transfer our rights and obligations under this Agreement to another organisation, but this will not affect your rights or our obligations under these Terms.
17.2 You may only transfer your rights or obligations under this Agreement to another person if we agree in writing.
17.3 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
17.4 Each of the terms of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining Terms will remain in full force and effect.
17.5 This Agreement is between you, as a user of our App and our Services, and Popsa. No one other than a party to this Agreement has any right to enforce any of these Terms.
17.6 Please note that this Agreement, its subject matter and formation, are governed by English law. This means that the Agreement to purchase Services through our App and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
If using our Services from outside the UK, you may have similar legal rights as a consumer. Nothing in these Terms or any additional terms limits any consumer legal rights which may not be waived under your local laws.
Popsa International Limited is a company incorporated in England and Wales with company number 08230926 having its registered office at Archway House, 81-82 Portsmouth Road, Surbiton, Surrey, KT6 5PT; whose website is www.popsa.com