Hello Market - Terms and Conditions

The End User Licensing Agreement (“EULA”, the “Agreement”) is designed to govern the steps of purchasing Services and Products from Hello Market, and the sales process generally.

This Agreement

This End User License Agreement (EULA) is a legal agreement between you and Hello Market.

It applies when you tick any "I accept these terms and conditions boxes", click any "Accept" buttons, or otherwise indicate that you have read and agreed to these terms.

These terms and conditions relate to your use of: images, designs, templates, fonts, text, graphics, software tools or other materials or content (“Content”) being a non-exhaustive list, on our Site to create products (“the Products”) such as by way of example, direct mail, mailings, one-piece mailers or brochures.

If you do not agree to these terms you are not granted any rights whatsoever in the Content or Products and you should cease to benefit from the services on this Site and all Content and Products.

The Company (“Hello Market”, “we”, “us”, “DM Print Limited”)

www.hellomarket.co.uk is operated by DM Print Limited, a company registered in England with Company Registration number 0382357 and whose registered address is Digital House, Royd Way, KEIGHLEY, West Yorkshire BD21 3LG and whose VAT registration number is 179821914.

The Customer (“you”, "Customer", "Data Controller", "User")

You warrant on behalf of your organisation that you are authorised to act on its behalf.

You consent and warrant to bind the Customer organisationto the terms within this Agreement and you remain responsible for payment of Services and Products on behalf of that organisation.

You consent that by uploading and importing Data to Hello Market you are considered the Data Controller of the data and must abide to the Data Controller's requirements as set out by the EU GDPR.

Definitions

"Campaign" – means where the creative for a Mailing, the selected data whether supplied by Hello Market or uploaded by the Customer and or the landing page, when chosen, is approved together in the “My Campaign” page of the Site.

"Content" – means including and not limited to, the mail–pack formats, design templates, stock images, graphics, fonts, text, our data, campaign history, uploaded images and data, landing pages and any captured and consented data from landing pages, software tools or other materials.

"Downstream Access" – means companies who collect and distribute mail into Royal Mail’s mail-centres for final processing onto local delivery offices, where they are delivered.

"GDPR" – means the EU's General Data Protection Regulations.

"Pre-Pay" – is Hello Market's pre-payment system which allows you to transfer money to your account to use when checking out instead of entering payment details upon checkout.

"Mailing" – means the approved Product which manifests as one to many pieces of direct mail, such as a printed and personalised postcard or one-piece mailer, that Hello Market print and despatch into the postal system as part of the Services

"Postal Scheme" - means the Post Office Inland Letter Post Scheme and any replacement or amendments to the Scheme relating to inland postal services made by Royal Mail under section 89 of the Postal Services Act 2000.

"Products" – means your choice of and to make amendments to (a) pre-designed templates; (b) data which can be selected by a range of parameters to be included in your Mailing; (c) stock images and clip art which can be added to pre-designed templates; (d) fonts which can be chosen and edited within pre-designed templates; (e) a range of landing pages; (f) upload data and images into private storage on our servers; and (g) downloading of data captured from campaign landing pages.

"Services" – means the provision of an online, one-stop direct mail design, production and mailing service that incorporates a choice of pre-designed industry-ready direct mail templates and formats, a design editor, a range of fonts, stock images, a selectable database of UK adults, facilities to upload and store Customer data and images, a store of campaign history, a choice of interactive Landing Pages, online 3D image proofing, digital printing and personalisation, a range of postal options and a choice of payment options.

"Site" – means the website giving the Customer access to the Services the URL of which is www.hellomarket.co.uk. The Company reserve the right to change the design and features of the website from time to time.

"The System" – means the electronic system providing the Services to the Customer.

License

In return for your payment of the fees outlined on our Site or otherwise invoiced to you, we hereby grant you a non-exclusive, non-transferable license to use the Content and the Products (“the License”) provided you are the Customer for the duration and upon the terms of this Agreement.

This License is restricted to the use of the Products for advertising, marketing or promotional purposes.

The License includes your right to:

Create a Product from the Services to display prior to printing approval, whereby that product will be digitally printed and dispatched into the mailing system to the names and addresses either selected from Hello Market data or uploaded by the Customer.

Upload your data onto Hello Market to be used for a single Campaign including mailing.

Upload your images onto Hello Market for them to be used for a single Campaign including mailing and for subsequent Campaigns.

Restrictions

You are strictly prohibited from any resale or any other commercial exploitation of the Products.

You acknowledge that images used within pre-designed templates and from the image bank, which were not uploaded by you, are licensed to Hello Market and owned by the Licensor’s and their respective artists and are protected by intellectual property laws, including laws related to copyrights, trademarks and other similar rights.

Either Hello Market or our image Licensors and their respective artists retain copyright for all images available through the Hello Market pre-designed templates and image bank. Both Hello Market and our image Licensors and their respective artists specifically waive any moral rights with respect to the images provided to you in any Campaign. Hello Market and our image Licensors and their respective artists also waive all rights as to legal and or copyright infringement any image provided to you in any Campaign. You are solely responsible to handle any such claim by yourself.

Any use of the Site, Content and or Products not expressly authorised by this Agreement or in breach of its terms constitutes infringement of copyright and other intellectual property rights entitling us and our Licensors to exercise all rights and remedies available to it or them under all jurisdictions.

Users are prohibited from importing any data that they do not have a legal basis for processing and mailing.

Pornographic, defamatory or otherwise unlawful use of Content or Products is strictly prohibited, whether directly; in context; or in combination with other material or subject matter.

You are responsible for ensuring that anything that you request to be printed on the Mailing does not infringe the intellectual property rights or other rights of any third party or contain anything that is obscene, indecent, vulgar, unsavoury, offensive, blasphemous, scandalous, defamatory, or otherwise inappropriate or which may cause distress or discomfort to the recipient. If the Company considers, in its sole discretion, that the material submitted is of such kind or otherwise inappropriate, the Company may cancel the order at any time without liability and shall notify you of this within a reasonable time period.

You shall ensure that the Products will comply with the Postal Scheme and conform to the British Codes of Advertising and Sales Promotion. We will not be responsible for anything you include on a Mailing. We do not routinely check the content of Mailings but reserve the right to refuse to print or send any Mailing which either Royal Mail (in its absolute discretion) or ourselves considers to contain any inappropriate content.

You shall at all times comply with the terms of all applicable privacy laws, including the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 together with all subordinate legislation and any applicable guidelines and codes of practice issued by the Information Commissioner from time to time. This shall include ensuring that you have all necessary consents and permissions for the use of your data that you choose to upload to Hello Market.

You warrant that you either own the intellectual property vested in the Content uploaded by the Customer (including but not limited to graphics, images and text) or if you are not the owner you are an agent of the owner and are authorised to use such intellectual property by the owner or you have fully licensed any images, graphics or data that you electronically upload to Hello Market.

You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Products.

Design

The design tools provided on this Site use a limited number of design elements, including fonts, images, color schemes and design effects. You acknowledge that all of these design elements are available to all users of the Site and no use by you of any of these design elements shall be exclusive to you.

You do not obtain any right or claim to any of the individual design elements through your creation of a Mailing. Other customers may use the design tools to create Products that have similarities to those that you create. You cannot register as a trademark any design created by using this Site or any Product, nor shall you use any design to prevent any other person from using this Site or our Products to create and use similar designs. We provide no warranty of any kind that a design created by use of this Site will not infringe or be subject to the claim of infringing any trademark or other rights of another party. It is your responsibility to determine whether your design is legally available for your use and does not infringe the rights of any third party.

Data

Hello Market is bound by the EU General Data Protection Regulations (GDPR). The GDPR is a regulation in EU law on data protection and privacy for all individuals within the European Union. You can find out more here.

The terms: "Data", "Personal Data", "Mailing Data", "Mailing List", "Record(s)", or "Recipient(s)", in the context of Hello Market using electronically captured data, refer to information describing an individual or series of individuals intended to receive a printed mailing item sent through the post.

In the aforementioned context, the Customer's role will be that of the "Data Controller" with Hello Market acting as the "Data Processor".

The options and functionality selected by the Data controller when using Hello Market form the instructions Hello Market will follow for Data Processing.

Data Controller Requirements

The Data Controller has a minimum set requirements specified by GDPR:

The Data Controller is accountable for compliance with data protection principles (as listed in Art.5(1)) i.e.:

• Lawfulness, fairness and transparency;
• Purpose limitation;
• Data minimisation;
• Accuracy;
• Storage limitation; and
• Integrity and confidentiality.

Data Controller to carry out lawful processing by virtue of at least one of the conditions laid out in GDPR Art.6 - you must ensure that you have a legal basis for transferring, processing, and mailing any data you provide to Hello Market. The Information Commisioner's Office Website explains and lists the six available lawful bases for processing, along with a processing checklist.

Users are prohibited from importing any data that they do not have a legal basis for processing and mailing.

Users are prohibited from importing data relating to individuals under the age of 18.

Users are prohibited from importing data categorised as special sensitive data by GDPR.

Disclosures of Data Controller Data

As specified by the GDPR, recipients of communications may request details about what information is held about them. It is not The Data Processor's (Hello Market's) responsibility to fulfil such recipient requests and any such requests will be referred to the Data Controller.

Data Limitations and Data Deletion

Only Users who have registered for a Hello Market account may import data into Hello Market's System.

Individual Data files uploaded, or manually captured, into Hello Market will be associated to a single Campaign; once a Campaign has been produced and despatched into the mailing system all Mailing Data related to that Campaign will be deleted within 24 hours.

Data will be held on Hello Market's System for a maximum of 30 days after the data has been imported, unless the data is being used to process a purchase. After this time, data must be re-imported by the Customer. We will inform the Customer via their registered email address one week before the data expiry date.

Once a purchased campaign has been produced and released for mailing all Campaign Data associated with the campaign will be deleted.

Data Processing

Location of Processing

Hello Market shall not, under any circumstances transfer any Data Controller Data outside the EEA unless authorised in writing by the Data Controller to do so, and in accordance with the requirements required by the Data Controller.

Processes

In order to create your mailing Hello Market will run processes including:

• Name reformatting
  

  Individual name parts will be reformatted and combined to form Contacts, Salutations, and Full Name data variants.

• Address reformatting
  

  Addresses will be reformatted where possible to create a postal address to be printed onto your mailing.

• Data Cleaning - Data cleaning is optional and can be skipped.

  Data will be matched against licenced stop lists and checked for invalid names and addresses.

  Data Cleaning Services and Stop File matching are provided as is; data matching cannot be declared to be 100% accurate.

  The Company will not be held responsible for the consequences of misidentified data records for any reason including but not limited to: removing one or more data records that the Customer did not intend to be removed; not removing one or more data records that the Customer intended to be removed.

  Internal data matching processes and the Stop Files Licensed to DM Print Limited are regularly updated, this means that 100% repeatability of data cleaning or matching Services cannot be guaranteed.

  Data records that are removed after matching against Licenced Stop Files will be classed as Temporary matches which apply to a single mailing Campaign; subsequent processing of the same data content on further Mailing Campaigns will accrue additional charges applied to each Campaign individually.

  Customers are advised to always use clean data when using Hello Market. Find out more about Data Cleaning.

Postal Addresses

Hello Market Mailing Campaigns can only be sent to addresses within the United Kingdom, the Isle of Man, Jersey or Guernsey.

Where the Customer has uploaded its own Mailing recipient addresses and an address provided is not within the United Kingdom, the Isle of Man, Jersey or Guernsey, or an address provided is not a valid postal address within the United Kingdom, the Isle of Man, Jersey or Guernsey, that mailing will still be fulfilled and despatched but it will not be delivered. Please note that you will still be charged in full for all such mailings, including any surcharges made by Royal Mail.

Postage prices for Campaigns qualifying for mailing sortation are calculated on a Campaign by Campaign basis and prices presented are determined by the quantity and quality of the mailing data as determined by Hello Market and Royal Mail.

Available Mail Sortation services and prices are updated regularly as specified by Royal Mail.

Orders and Payment

All orders placed by you are subject to acceptance by Hello Market. We may choose not to accept your order for any reason whatsoever at our sole discretion and we will not be liable to you or to anyone else in those circumstances.

After submitting an order, you will be sent an email confirming that payment for the Services has been made successfully. Please note that this email is a confirmation of payment only and is not an acceptance of your order.

Acceptance of your order will take place when we send you an email confirming your order has been accepted. At that point a binding agreement is formed between you and the Company.

Due to the nature of the internet, online systems and software we cannot ensure that the Services will be available at all times and or will always function effectively. Accordingly, we shall not be liable to you in any way for the unavailability of the Site or errors caused through use of the Services.

We offer 3 mutually exclusive payment options:

1. Card payment through UPG, using an approved credit or debit card accepted by UPG.
2. Card payment through Paypal - using approved credit or debit card accepted by Paypal.
3. Payment via Paypal account through Paypal.

We retain legal title to the Products until we have received payment in full. Legal ownership of the Products will immediately revert to us if we refund any payment to you or if any card provider charges back the amount previously credited to us. In the event of a charge back you will be liable to us for payment for the Products sold to you and shall be immediately responsible to make payment for the amount charged back. Legal title to the PDF used to create the Mailing is not transferred with the license and is retained by Hello Market and its Licensors.

Any queries relating to invoices must be received by us, in writing, within 7 days of the date of the invoice.

All payments due from you under this Agreement will be made without deduction whether by way of counterclaim, set - off or otherwise.

All sums payable under this Agreement are expressed exclusive of VAT, which shall be paid at the time and in the manner required by law, unless otherwise state. The fees for your Campaign will be displayed for by Campaign on the My Campaign page and can also be estimated by using the general pricing page on the Site.

In the event that monies are owing to Hello Market, no further orders will be accepted from you until all outstanding sums are paid in full.

Service Delivery

We shall notify you by e-mail when an order for a Campaign has been accepted and is being scheduled for processing.

Subject to availability, if an order is placed and accepted on a working day (being Monday to Friday, excluding all public or statutory holidays in England and Wales), we will use reasonable endeavours to fulfil the order and despatch the resulting Mailing between 2 and 5 working days dependant on the quantity of items to be produced.

The Company will send you an email confirming your order has entered the postal system.

Hello Market place a return address on each Mailing for mail returned by Royal Mail; this address will be address provided by the Customer when checking out a Hello Market Campaign.

We take reasonable steps to display as accurately as possible the colours and other detailing in the images that appear on this Site. However, as the actual colours and detailing you see onscreen will depend on your monitor, we cannot guarantee that your monitor’s display of any colour or other detailing will exactly reflect the colour or detailing of your designed templates. You can proof the Products in three ways; by using the 3D image proofing facility, creating a Sample PDF to be downloaded, or by placing an order for one mailing which can be addressed to an address of the Customer’s choosing.

If you have any reason to make a complaint, please contact Hello Market via email at customerservices@hellomarket.co.uk.

User Content

You grant a royalty free license to Hello Market for the purpose of allowing us to perform our obligations under this Agreement, or shall obtain any required third party licence for us to perform our obligations under this Agreement.

If you upload any content, such as images, designs, text, graphics or other material, including, without limitation, trademarks, names or likenesses or works protected by copyright you will only upload content that you own or have permission to submit from the owner, in which case you will provide us upon request with a copy of a written consent from the owner; and your uploads constitutes a waiver of the right to privacy or publicity of the owner of the content, trademarks, copyrights and any other third party rights with respect to the content.

By uploading content such as images, logos, graphics and data, you agree to indemnify and hold Hello Market and its successors, corporate parents, subsidiaries, affiliates, officers, directors, agents, developers, joint venturers, networks, distributors, affiliates and legal representatives harmless for any and all claims, damages, losses, and causes of action arising as a result of your uploaded content, or your violation or claimed violation of any law or rights of a third party.

You shall indemnify and keep indemnified the Company, their employees, sub-contractors and agents, and other parties concerned against all costs, claims, demands, liabilities, expenses, damages or losses howsoever arising as a result of any breach by you of any of the terms of this Agreement and render it harmless against any and all losses, including without limitation all claims, damages, awards, expenses (including legal expenses) suffered or incurred by the Company and those other parties in respect of any and all matters arising out of, or in connection with any breach.

Intellectual Property

All content on this Site including but not limited to text, software, images, photographs and graphics is protected by copyright and patent.

Hello Market or its licensors own copyright and or database rights in the selection, coordination, arrangement and enhancement of such content, as well as in the original content.

Hello Market or its licensors own of all rights in registered designs, trademarks and service marks (whether registered or not), database rights, design right, know-how, information and all similar property including that subsisting (in any jurisdiction) in inventions, designs, performances, computer programs, semiconductor topographies, confidential information, business names, goodwill and the styles of presentation of goods or services and in applications for protection of them in any jurisdiction.

Except as expressly set out in this Agreement, nothing in this Agreement shall give you any rights in respect of any intellectual property owned by us or our licensors. You shall not assert or attempt to obtain any such rights and you shall not use, copy, reproduce, modify, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit, Hello Market, its trademarks, logos or other proprietary marks, or those of any affiliated companies, or any of the content of this Site, in whole or in part, except as provided in this Agreement.

Ownership of any Content provided by you is retained by you.

Pre-Pay Accounts

Warranties and Liabilities

Hello Market warrants that it has the right, power and authority to license to use the Services to you upon the terms and conditions of this Agreement. Hello Market warrants that the Products shall be of satisfactory quality and reasonably fit for purpose for which the Products of the kind are commonly supplied. Other than this warranty all other representations, conditions and warranties of any kind, either express or implied are hereby excluded to the maximum extent permitted by applicable law.

Our maximum liability to you in relation to a breach of this Agreement is the cost of the Campaign, specifically the costs of print, production and postage and is capped at £100,000.

The Company accepts liability for death or personal injury caused by its negligence and responsibility for fraudulent misrepresentation and any other liability that cannot, under English law, be excluded.

Nothing in this Agreement affects your statutory legal rights.

You acknowledge that we are required to use Royal Mail and or other Downstream Access providers to distribute and deliver Mailings. In all cases, Royal Mail is used for the final sortation and delivery, and therefore we are not able to offer any assurance as to the actual delivery date of any Mailing made through Hello Market. We shall send you an email when your Mailing enters the postal system, However, we will not be liable to you or to any other person for failure to deliver within typical service delivery times associated with particular postage rates (whether as a result of breach of this clause or otherwise).

The provisions of the Scheme insofar as not inconsistent with this Agreement are hereby incorporated into this Agreement. You are deemed to be the “sender” for the purposes of the Scheme and for the purpose of the Scheme any reference in the Scheme to Royal Mail or the Post Office shall be read as including (where the context permits) a reference to Hello Market.

We shall not be liable to you or to any other person (whether in contract, tort (including negligence or breach of statutory duty) or otherwise) for:

1. Any loss of or damage to any Mailing under this Agreement or for any delay in delivery Where the Company has already handed over the Mailing to Royal Mail or a Downstream Access provider, any compensation relating to the Mailing from that point to delivery, shall be limited to whatever payment the Company recovers from Royal Mail or any Downstream Access provider involved in the distribution and delivery of the Mailing, otherwise, the compensation in respect of the relevant Mailing shall be limited to the postage charge paid.
2. Any loss of or damage to any Mailing under this Agreement for any failure or delay in performance of the Company’s obligations (including for any loss or damage or failure to deliver or delay in delivery of a Mailing) due to any event beyond the Company’s reasonable control including an act of God, war, riot, civil commotion, terrorism, malicious damage or blockades, industrial disputes, compliance with any law or governmental order, rule, regulation or direction, national emergencies, fire, flood, tempest or storm, accident, breakdown of plant or machinery or default of supplies (including fuel,) or sub-contractors.
3. Any loss which occurs as a direct or indirect result of any failure by the Customer to comply with this agreement and therefore urge you to check the personalisations you make to the templates in Hello Market, such as spelling and other grammatical mistakes, colour schemes, and the accuracy of uploaded logos, images and data.
4. Any loss which occurs as a direct or indirect result of inaccurate data cleaning or the misidentification of data records for any reason including but not limited to: removing one or more data records that the Customer did not intend to be removed; not removing one or more data records that the Customer intended to be removed.

We shall not be liable to you for any of the following losses or damages from use of the Site, the Content, the Services or the Products (whether direct or indirect) or for any consequential or indirect losses: Loss of income or revenue; Loss of business; Loss of profits or contracts; Loss of anticipated savings; Loss of data; or Waste of management or office.

The Customer acknowledges and agrees that the treatment of all Mailings that have been created using the Services will be the same as in the case of ordinary mailing items posted with Royal Mail and, in particular, the Company does not keep detailed records of conveyance or delivery of any Mailings.

Security/Privacy

User's Personal Data

The Company understands that your privacy is very important to you and that you take the security of your information seriously.

For further details regarding the information you provide to Hello Market please see the Company’s Privacy Policy.

You are responsible for the security and use of your login details and passwords.

If you become aware of any unauthorised access to or are aware that an unauthorised use of the Services has occurred or may occur it shall promptly notify Hello Market. Equally, if we become aware that any unauthorised access to or use of the Services has occurred or may occur we shall promptly notify you.

Data Controller Data

Hello Market has implemented the appropriate technical and organisational security measures to ensure a level of Security appropriate to the risk involved during Processing to protect all Data Controller Data.

The Data Controller may at any time make a written request to see Hello Market's Standards of Control Document detailing Hello Market's information security protocols.

Security Breach Notification

In the event of a Security Breach, Hello Market shall at its own cost:

1. immediately conduct a reasonable investigation of the reasons for and the circumstances of such Security Breach, and take all necessary actions to prevent, contain, and mitigate the impact of such Security Breach and remediate such Security Breach, without delay;
2. provide notice to the Data Controller without undue delay, and in any event within twenty-four (24) hours, after Hello Market discovered such Security Breach;
3. comply with all reasonable requests issued by the Data Controller regarding remediating a Security Breach;
4. promptly, and in no event more than two (2) business days after the date Data Processor discovered a Security Breach, provide a written report to Data Controller providing all relevant details concerning such Security Breach and any information reasonably requested by The Data Controller, including without limitation any security, risk or compliance assessment and security control audit reports; and
5. provide regular updates to the Data Controller following a Security Breach.

Termination

Hello Market reserves the right to terminate this EULA upon breach. In the event of termination, the license shall terminate and you will be required to immediately cease all use of the Services.

Hello Market may terminate this Agreement immediately by giving you notice if you fail to pay sums due under this Agreement when due, provided that Hello Market has given you notice specifying an intention to terminate this Agreement and given a period of 7 days to remedy that failure.

On termination of this Agreement (for any reason) the Customer shall immediately:

1. Cease using the Services; and
2. Cease using login and passwords assigned to the account;
3. Pay any sum owing to Hello Market by the Customer, regardless of whether the Customer has been issued with an invoice for that sum or whether such sum is due to be paid in the future, any sum owing will become immediately due and payable.

On termination of this Agreement (for any reason) Hello Market shall immediately delete all Customer Campaigns, images and data that may have been uploaded to the website.

Assignment

The Company may at any time assign, transfer or sub-contract some or all of its obligations in the performance of a Service

This Agreement is personal to the Customer and the Customer may not assign or licence any or all of the Customer’s rights or obligations under it without the prior written agreement of the Company.

The Company may employ any person as agent, sub-contractor or otherwise in the performance of any of the Company’s obligations under this Agreement.

Notices

Save for notices published on the Hello Market Website under this Agreement, all notices between the parties must be in writing and delivered by hand, or post, if to the Company, to the Company’s registered office.

Notices to the Customer, will be sent to the Customer’s address or email address specified on the Account Application Form, or in either case, to such other address as is notified by one party to the other.

Notices will be deemed to be received if sent by post, 2 days (excluding Saturdays, Sundays and bank or public holidays) after posting (excluding the day of posting), and if delivered by hand, on the day of delivery.

Miscellaneous

Failure by the Company to enforce a right does not result in waiver of such right.

This Agreement supersedes any prior agreements and arrangements between the Company and the Customer, and constitutes the entire agreement between the Company and the Customer, relating to its subject matter. Neither party has relied upon or been induced to enter into this Agreement by any representation or statement other than as set out in this Agreement.

No addition to or modification of this Agreement shall be effective unless it is in writing and signed by a duly authorised representative of both the Company and the Customer.

Applicable Law

This Agreement shall be subject to English law.

The parties submit to the exclusive jurisdiction of the English Courts.

Nothing in this Agreement is intended to confer on any person any benefit or any right to enforce any term of it which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999

Severability

Each and every term and condition contained in this Agreement shall be read separately and distinctly and the invalidity or unenforceability of any part of this Agreement shall not affect the validity or enforceability, of the remainder.