Terms of Service (United Kingdom)

1.1 Provider

These Terms govern the use of the Pixalo platform (the Service), operated by Cloudox, business division Pixalo, Oststrasse 181, 47057 Duisburg, Germany (Pixalo, we, us). The contracting party is Erol Demirkoparan, trading as Cloudox (sole trader). Email: [email protected].

1.2 Business customers only

The Service is offered exclusively to businesses, sole traders and other persons acting in the course of a trade, business or profession (the Customer, you). By registering you confirm that you are not a consumer. The Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply to this contract.

Registration is open only to persons aged 18 or over with full legal capacity. Your own terms and conditions do not form part of this contract unless we agree to them in writing.

2.1 What Pixalo does

Pixalo is a technical platform with which photographers organise photo days, match photos to children using QR photo cards, publish access-code protected galleries, sell prints and digital files through their own online shop and manage orders, invoices and customer data.

2.2 What Pixalo is not

Pixalo is not a photo laboratory, not a payment institution and not a party to the contracts between you and your customers (parents, schools, nurseries, clients). We do not owe any particular commercial result. Sales, pricing, production, delivery and customer service are your responsibility.

3.1 Account

Use of the Service requires registration with truthful and complete details, including the country in which your business is established. That country determines which version of these Terms and of the Data Processing Agreement applies to you.

3.2 Formation

By completing registration you accept these Terms, enter into the Data Processing Agreement (Section 12) and acknowledge the Privacy Notice. The contract is formed when we confirm your registration by email. Registration data (email address, timestamp, IP address, accepted document versions) is stored as evidence of the contract.

3.3 Account security

You are responsible for keeping your login details confidential and for all activity under your account. Inform us without delay of any suspected unauthorised use.

5.1 Subscription

The Service is provided on a subscription basis and billed in advance for the selected billing period (monthly or annually). Fees depend on the storage volume you select and on any additional options. The currency shown at checkout applies for the term of the subscription.

5.2 Payment

Subscription fees are collected by our payment provider Stripe from the payment method you provide. If a payment fails, we may suspend the Service after a reminder and a reasonable grace period until the outstanding amount is paid.

5.3 VAT

Fees are stated exclusive of VAT unless indicated otherwise. Supplies to UK businesses are outside the scope of German VAT; UK business customers account for VAT under the reverse charge procedure where applicable. Please enter your VAT registration number in your billing details.

5.4 Price changes

We may change fees and plans with at least 30 days' notice by email. Changes take effect at the start of the next billing period. If you do not agree, you may terminate the subscription with effect from the date the change takes effect.

8.1 Previews and originals

Preview images are delivered in reduced resolution and with watermarks. Original files are released to your customers only after a completed order, through the customer account, for the download period you set in your settings (7 to 90 days from the order; default 7 days). After expiry no download is possible. You are responsible for informing your customers about the applicable period.

You remain responsible for keeping your own copies of uploaded originals. Pixalo is not an archive service.

8.2 Your content

You are solely responsible for all content you upload or publish, in particular for having the necessary rights and consents to photograph children and other persons and to publish and sell the images, for the lawfulness of your galleries and shop pages, and for the information you provide to your customers (company information, privacy notice, terms of sale). Pixalo does not review content for lawfulness; on becoming aware of unlawful content we may remove it.

8.3 Licence to us

You grant Pixalo a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, resize, watermark and transmit your content solely to the extent necessary to provide the Service. You warrant that you hold all rights required for this licence.

8.4 Templates

We may provide you with non-binding templates and sample texts (for example consent forms, privacy notices, terms of sale). They are general examples, not legal advice. You must check and adapt them before use. Pixalo gives no warranty that a template is suitable or sufficient for your specific circumstances.

11.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

11.2 Exclusions

Subject to 11.1, Pixalo is not liable for loss of profit, loss of sales or business, loss of anticipated savings, loss of or damage to data (to the extent caused by your failure to keep copies), loss of goodwill, or any indirect or consequential loss.

11.3 Cap

Subject to 11.1, Pixalo's total liability arising under or in connection with this contract in any contract year is limited to the total fees paid by you in the twelve months preceding the event giving rise to the claim.

11.4 Indemnity

You will indemnify Pixalo against claims by third parties, including customers, schools and data subjects, arising from your content, your breach of these Terms or your breach of applicable law, including reasonable legal costs.

11.5 Defects

We will remedy reproducible defects in the Service within a reasonable time. Claims for defects become time-barred twelve months after they arise, unless a longer period is mandatory by law.

14.1 Governing law and jurisdiction

This contract and any dispute or claim arising out of or in connection with it are governed by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The courts of Duisburg, Germany have exclusive jurisdiction; Pixalo may also bring claims before the courts at your registered seat.

Your obligations and rights under the UK GDPR and the Data Protection Act 2018 are not affected by this choice of law. The Data Processing Agreement (UK) refers to those laws.

14.2 Entire agreement

These Terms, the Data Processing Agreement and the plan description constitute the entire agreement between the parties. Individual agreements in writing prevail.

14.3 Severability

If any provision is invalid or unenforceable, the remaining provisions remain in force. The invalid provision is replaced by a valid one that comes closest to its commercial purpose.

14.4 Assignment and third parties

You may not assign this contract without our consent. We may assign it to a successor of our business. No third party has any right to enforce these Terms.

14.5 Set-off and notices

You may set off only undisputed or finally adjudicated claims. Notices may be given by email to the addresses on file.