These SaaS Terms of Service (“Terms”) govern access to and use of the hosted software platform and related services made available by Print Management Information Systems (“Provider”, “we”, “us”, “our”) under the United Print Systems brand, including via unitedprintsystems.com (the “Service”).
By clicking “I agree”, executing an Order Form, creating an account, or using the Service, you agree to these Terms on behalf of yourself and (if applicable) your organization (“Customer”, “you”, “your”).
If you are accepting on behalf of an entity, you represent you have authority to bind that entity.
1. Definitions
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“Affiliate” means any entity controlling, controlled by, or under common control with a party.
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“Authorized Users” means your employees/contractors permitted to use the Service under your account.
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“Customer Data” means data submitted to the Service by or on behalf of Customer (including job specs, customers, quotes, invoices, files, and metadata).
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“Documentation” means user guides, manuals, and technical documentation we publish for the Service.
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“Order Form” means a purchasing document referencing these Terms and defining subscription details (modules, usage, term, fees).
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“Sensitive Data” means payment card numbers, government IDs, special category personal data, health data, biometric data, etc.
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“Subscription” means the right to access and use the Service during the Term.
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“Term” means the subscription period in the Order Form, including renewals.
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“Usage Metrics” means billable events (e.g., quotes, jobs, invoices, API calls), if applicable.
2. Service Scope and Order of Precedence
2.1 Service. We provide the Service as described in the applicable Order Form and Documentation.
2.2 Order of precedence. In case of conflict: (1) Order Form, (2) DPA (if signed), (3) these Terms, (4) Documentation.
3. Account Registration and Access
3.1 Accounts. Customer must create an account and ensure Authorized Users keep credentials confidential.
3.2 Responsibility. Customer is responsible for all activity under its accounts, including actions by Authorized Users.
3.3 Access controls. Customer is responsible for configuring roles/permissions and maintaining appropriate internal controls.
4. Subscription, License, and Use Restrictions
4.1 License grant. During the Term and subject to payment, Provider grants Customer a limited, non-exclusive, non-transferable right for Authorized Users to access and use the Service for Customer’s internal business purposes.
4.2 Restrictions. Customer is responsible for all activity under its accounts, including actions by Authorized Users.
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copy, modify, translate, or create derivative works of the Service (except as allowed by law);
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reverse engineer, decompile, or attempt to discover source code;
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resell, sublicense, rent, lease, or provide the Service on a service-bureau basis;
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interfere with or disrupt the Service, or bypass security controls;
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use the Service to transmit malware, spam, or unlawful content;
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use the Service to develop or benchmark a competing product (except where prohibited by law).
4.3 Acceptable use. Customer must comply with all applicable laws and our Acceptable Use Policy (if published). If no separate policy is published, the restrictions in 4.2 apply as the acceptable use rules.
5. Fees, Billing, Taxes, and Renewals
5.1 Fees. Customer will pay fees specified in the Order Form.
5.2 Usage-based billing (if applicable). If fees are based on Usage Metrics:
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Usage is measured by our system logs.
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Invoices may be issued monthly in arrears (or as specified).
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Disputed usage must be raised within 30 days of invoice date.
5.3 Payment terms. Invoices are due on the invoice due date. Late payments may incur reconnection charges.
5.4 Taxes. Fees are exclusive of taxes. Customer is responsible for applicable VAT/GST/sales taxes, withholding, and similar charges, except taxes on Provider’s income.
5.5 Renewal. Unless the Order Form states otherwise, Subscriptions auto-renew for successive periods equal to the initial Term unless either party gives written notice of non-renewal at least 30 days before the end of the then-current Term.
6. Implementation, Support, and Changes
6.1 Fees. Implementation services, configuration, data import, and training (if any) are defined in an Order Form or Statement of Work.
6.2 Support. Standard support includes:
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support channels: email/ticket/portal
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hours: 0900 - 2100 hours, GMT
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response targets: P1 4 hours, P2 1 business day, P3 3 business days
6.3 Changes. We may update the Service to improve features, security, and performance. We will not materially reduce core functionality during a paid Term without a reasonable commercial remedy (e.g., pro-rated refund for the affected portion), unless required for security or legal compliance.
7. Service Levels (SLA)
If Customer purchases an SLA (or the Order Form references the SLA), the following applies:
7.1 Uptime. We target [99.5% / 99.9%] monthly uptime excluding:
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scheduled maintenance with reasonable notice;
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force majeure events;
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third-party internet/service provider outages beyond our control;
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Customer’s systems, integrations, misconfigurations, or misuse.
7.2 Maintenance window. We may perform scheduled maintenance with notice.
7.3 Service credits. If uptime falls below target, Customer’s exclusive remedy is service credits as follows:
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<99.5% and ≥99.0%: 5% monthly fee credit
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<99.0% and ≥98.0%: 10%
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<98.0%: 25%
Credits require a written claim within 30 days of the month end and cannot exceed 100% of monthly fees for that month.
8. Security and Compliance
8.1 Security program. We maintain reasonable administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data.
8.2 Customer obligations. Customer must:
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use strong authentication and manage access controls;
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keep endpoint devices secure;
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not upload Sensitive Data unless explicitly agreed in writing;
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comply with applicable privacy laws regarding Customer Data.
8.3 Security incidents. We will notify Customer without undue delay after becoming aware of a confirmed security incident involving unauthorized access to Customer Data and provide information reasonably necessary for Customer to meet legal obligations.
8.4 Data Processing Addendum (DPA). Where required by applicable privacy law (including UK/EU GDPR), the parties will enter into a DPA. If a DPA is not signed, Customer acknowledges it may be required for certain regulated use cases.
9. Customer Data, Ownership, and Data Use
9.1 Ownership. Customer retains all rights in Customer Data. Provider retains all rights in the Service, Documentation, and Provider Technology.
9.2 License to process. Customer grants Provider the right to host, copy, transmit, display, and process Customer Data solely to provide, secure, support, and improve the Service and fulfill obligations under these Terms.
9.3 Aggregated/anonymous data. Provider may create and use aggregated and/or de-identified data derived from Customer Data for analytics, benchmarking, product improvement, and business purposes, provided it does not identify Customer or individuals.
9.4 Data retention and deletion. Upon termination or expiration:
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Customer may export Customer Data during the Term and for 90 days after termination (subject to account standing and payment).
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After that period, we may delete Customer Data from active systems and, in due course, from backups in accordance with our retention policies, except where legally required to retain it.
10. Integrations and Third-Party Services
10.1 Third-party services. The Service may integrate with third parties (e.g., accounting, shipping, messaging APIs). Third-party services are governed by their own terms and privacy policies.
10.2 No liability for third parties. Provider is not responsible for third-party service outages, failures, changes, or acts/omissions.
11. Confidentiality
11.1 Confidential Information. Each party may receive confidential information of the other, including business, technical, pricing, security, and product information.
11.2 Obligations. Recipient will:
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protect confidentiality using at least reasonable care;
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use confidential information only to perform under these Terms;
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not disclose except to employees/contractors who need to know and are bound by confidentiality obligations.
11.3 Exclusions. Confidential Information excludes information that is publicly known through no fault of recipient, independently developed, or rightfully received from a third party.
11.4 Compelled disclosure. Recipient may disclose if legally compelled, provided it gives notice (where permitted) and cooperates with protective measures.
12. Intellectual Property and Feedback
12.1 Owner IP. The Service, Documentation, and all related IP are owned by the Provider or its licensor(s) (“Owner”).
12.2 Provider Role. Provider provides access to the Service under licence from the Owner. Customer receives only a right to use the Service during the Term in accordance with this Agreement.
12.3 Improvements. All improvements and derivative works of the Service/Documentation are owned by the Owner. Any rights that may vest in Customer are hereby assigned to the Owner.
12.4 Feedback. Customer grants the Owner and Provider a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate Feedback.
13. Warranties and Disclaimers
13.1 Performance warranty. We warrant that the Service will materially conform to the Documentation during the Term.
13.2 Remedy. If the warranty is breached, Customer’s exclusive remedy is that Provider will use commercially reasonable efforts to correct the non-conformity. If we cannot remedy within a reasonable time, Customer may terminate the affected subscription and receive a pro-rated refund for unused prepaid fees.
13.3 Disclaimer. Except as expressly stated, the Service is provided “as is” and we disclaim all other warranties, including merchantability, fitness for a particular purpose, and non-infringement, to the extent permitted by law.
14. Indemnities
14.1 IP infringement indemnity (Provider). Provider will defend Customer against third-party claims alleging the Service infringes patents, copyrights, or trademarks, and will pay court-awarded damages or settlement amounts, provided Customer:
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promptly notifies Provider;
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allows Provider control of defense/settlement;
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cooperates reasonably.
Provider may modify the Service to avoid infringement, procure continued use rights, or if neither is commercially reasonable, terminate and refund pro-rated prepaid fees for the impacted portion.
Exclusions: Provider has no obligation for claims arising from Customer Data, third-party services, Customer modifications, misuse, or use contrary to Documentation.
14.2 Customer indemnity. Customer will defend and indemnify Provider against claims arising from Customer Data, Customer’s products/services, unlawful content, or Customer’s misuse of the Service.
15. Limitation of Liability
15.1 Exclusion of damages. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, or business interruption, even if advised of the possibility.
15.2 Liability cap. Each party’s total liability under these Terms will not exceed the amounts paid or payable by Customer to Provider under the applicable Order Form in the 2 months preceding the event giving rise to liability.
15.3 Exceptions. The cap does not apply to:
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Customer’s payment obligations;
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breach of confidentiality;
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indemnity obligations;
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fraud or willful misconduct;
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liability that cannot be limited by law.
16. Suspension and Termination
16.1 Suspension. Provider may suspend access immediately if:
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Customer is in material breach;
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Customer’s use threatens security, availability, or legal compliance;
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payment is overdue beyond 7 days;
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required by law.
We will use reasonable efforts to provide notice and restore service promptly when the issue is resolved.
16.2 Termination for cause. Either party may terminate if the other materially breaches and fails to cure within 30 days after written notice (or immediately if breach is non-curable).
16.3 Effect of termination. Upon termination:
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access rights end;
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Customer remains liable for outstanding fees;
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each party will return or destroy Confidential Information upon request (subject to legal retention).
17. Export Controls and Sanctions
Customer will not use or export the Service in violation of applicable export control laws or sanctions regulations.
18. Force Majeure
Neither party is liable for delays or failures due to events beyond reasonable control (natural disasters, war, strikes, internet backbone failures, governmental actions), provided the affected party uses reasonable efforts to mitigate.
19. Assignment and Subcontractors
19.1 Assignment. Customer may not assign these Terms without Provider’s prior written consent, except to an Affiliate or in connection with a merger or sale of substantially all assets, provided the assignee agrees in writing to be bound.
19.2 Subprocessors. Provider may use subcontractors/subprocessors to deliver the Service, subject to confidentiality and security obligations at least as protective as these Terms.
20. Notices
Notices must be in writing and delivered to the addresses in the Order Form (or via email if allowed in the Order Form). Notice is effective upon receipt.
Provider notices may be sent via:
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email to Customer’s account admin address; and/or
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posting within the Service.
21. Governing Law and Dispute Resolution
Courts located in England & Wales have exclusive jurisdiction, unless the parties agree to arbitration in an Order Form.
22. Entire Agreement; Severability; Waiver
These Terms and Order Forms are the entire agreement, superseding prior discussions.
If any provision is unenforceable, it will be modified to the minimum extent necessary and the rest remains in effect.
Failure to enforce a provision is not a waiver.
23. Contact
Print Management Information Systems (Operator of United Print Systems)
Address: 2 Brunel Way, Slough, Berkshire, SL1 1XL, England
