Terms and Conditions of Sale for Persons or Entities Purchasing to Resell (Applies to all purchases of products that buyer intends to resell to others)

What is this document?

This document ("Agreement") forms a contract between Piixl and companies that trade in reselling computer hardware, software and associated products (including printers and consumables) and services (collectively "Computers") to other businesses - normally in circumstances where those other businesses will be the end user of the Computers Computer.
If your business wants to buy Computers from Piixl to resell in the way described in the last sentence then this Agreement (and any other documents referred to within this document) applies to the relationship between your business and Piixl and - we will refer to your business as "you/your" throughout the document and to applicable Piixl Ltd companies as "we/us/Piixl". We may also refer to a "party" to the agreement - meaning you or us - or "the parties" to the agreement - meaning you and us - when appropriate.
This Agreement becomes effective between us when you place your first order request with us and remains effective until terminated in one of the ways specified in the "Ending this Agreement" section below.
The Piixl company with whom you are contracting is dependent on the country in which you are located. Details are provided in the table at the bottom of this Agreement.
This Agreement and the other documents explicitly referred to in this Agreement form your contractual relationship with Piixl and record the basis upon which you may purchase Computers from us and resell those Computers. These documents collectively replace all previous written and oral agreements, understandings and commitments between you and us. Both Parties accept that they have relied only on the content of this Agreement and the other documents explicitly referred to in this Agreement in making your decision to enter into this Agreement
If you are a Reseller then we will allocate a Special Customer Group Online Account on our website ("Reseller Customer Group Online Account") online Computer data and order placement system. We will administer our relationship with you through that Reseller Customer Group Online Account. This Agreement will combine with Computer specifications and pricing on the Reseller Customer Group Online Account to form our entire contractual relationship with you in relation to Computers which you order from us.
If you have applied to be a be Partner and have been accepted onto the Program then we will allocate a Special Customer Group Online Account on our website ("Partner Customer Group Online Account") online Computer data and order placement system that we will be tailored specifically to you. We will administer our relationship with you through the Portal and the Partner Customer Group Online Account. This Agreement will combine with Computer specifications and pricing on the Portal, the "Program Guide" contents on the Portal and the Partner Customer Group Online Account to form our entire contractual relationship with you in relation to Computers which you order from us.

About "Partnership"

All companies which purchase Computers from us for resale to other businesses must be at least a Reseller. We use the term Partner' for some of our relationships but you and we agree that this Agreement does not create the obligations that apply to a legal partnership or similar relationship, and you and we will both continue to be independent contractors. Membership of the higher levels of the Program arises based on a merit based assessment. Further details of how to apply are available on request

Using our "Partner Logo"

If you are and Reseller and have got our approval in writing (which we are entitled to refuse or to restrict) or you are a Partner then you will be entitled to use the appropriate Piixl Partner Logo and other Piixl branded material for your specified level of participation in the Program, free of charge for the period of our contractual relationship. Please make sure that you comply at all times with the Piixl Partner Logo guidelines. If you are a Partner then you will find the guidelines on the Portal. If you are a Reseller then you must ask us for a copy of the guidelines when requesting approval to use our logos.

Respecting intellectual property

The "Piixl" Brand and our "intellectual property" (including (but not limited to) all copyright, trade marks, service marks, patents, database rights, design rights, and domain names, whether registered or not) is very important to us. You may only use our intellectual property in ways that we have expressly told you in writing are acceptable to us. If you are a Partner then you will find those instructions on the Portal. If you are a Reseller then you must ask us for a copy of the instructions when requesting approval to use our intellectual property
We do not claim any rights to your intellectual property. Each of you and us will indemnify the other for claims made by others resulting from our respective use of their intellectual property.
If you have the right to use and deal with any third party intellectual property then your use of that intellectual property is based solely on any permissions granted by the third party and it is your sole responsibility to obtain such permission from the owners of those rights. Use of our Custom Factory Integration services are subject to you agreeing to our standard additional terms and conditions for that service which are available on request
Order placement, confirmation of orders and Fitness for purpose
You will place all orders through your Reseller Customer Group Online Account or Partner Customer Group Online Account or in writing with your Piixl account manager as applicable and will satisfy yourself before placing the order as to the suitability of the description of the Computers for your needs or the needs of your end users. All orders shall be regarded as requests for Computers and will not be binding upon us unless we have issued a formal order confirmation to you. Our Computers are intended to be delivered as described in our Computer descriptions - but are subject to availability and we reserve the right to make detailed changes to specification on an ongoing basis. We cannot warrant fitness for any particular purpose.
In particular our Computers are not designed to be used in any application or environment where absolute reliability is critical to performance of a process or to the safety of humans, animals, intellectual property or real property. Any intended application of this kind must be agreed to expressly in writing by us prior to the confirmation of the order for those Computers.
If we help you to configure and to provision your order then this guidance will be provided as non binding suggestions only for which we will not accept liability unless agreed within specific parameters and in writing for individual orders with one of our Directors on a case by case basis. Consequently you must check and validate the suitability of all such suggestions and guidance yourself before placing the order.
When fulfilling an order we reserve the right to substitute Computers that are equivalent in all respects to or enhanced from the Computers that you have ordered, however we will not make any significant variations to the Computers ordered without your agreement. We reserve the right to supply reconditioned parts for use as spares or repair items and may also sell complete reconditioned Computers to you - provided that we are clear about the reconditioned state of the Computer to you on or prior to the time when we fulfil the order.

Compliance with laws

You must comply with all applicable laws and regulations relating to your participation in the Program. This includes the following very important areas:
•    Export: Computers, software and technology covered by this Agreement may be subject to export control laws and regulations in the European Union, the United States and in other EMEA countries. You must comply with such export control laws and regulations - fuller details of this requirement are given below in an appendix
Environmental: The deposit or recycling of Computers covered under our agreement may be subject to application of environmental laws and regulations. You must therefore comply with any of such environmental laws and regulations applicable to you including the under the relevant national application of the Waste Electrical and Electronic Equipment (WEEE) Directive 2002/96/EC and 2003/108/EC) - fuller details may be found below in an appendix.
•    Taxes: You must pay all taxes applicable to you. You may qualify for tax exemptions from time to time in which case we request that you provide us with a certificate of exemption or other appropriate documentary proof of exemption.
Contractual and legal warranties
We will expect you to fulfil all normal legal obligations in your country of a trade seller of Computers to business end users.
Except when we have agreed differently with you in writing, we will provide our standard contractual and legal warranty fulfillment to the end purchaser in line with our normal legal obligations and our standard business contract terms, statements of work and service descriptions which are detailed on our normal direct sale Piixl national website for your country. We reserve the right to restrict the scope and/or duration of warranty cover on batteries and consumables and will limit end user statutory warranty entitlements on Computers to the maximum extent permitted by law.
End users will need to pass our export compliance checks and register the serial number(s) of the Computers that they have purchased with us (when applicable) in order for us to fulfil these contractual and legal rights to them.
We will not honour a warranty when the end user or to a Reseller or Partner that has made unauthorized or unapproved alterations or repairs to Computers that we have supplied - including using repair or replacement components and/or software which we, acting reasonably, do not regard as safe and /or suitable for use in or with the Computers that we have supplied to you.
If you open, alter or repair Computers that we have supplied then we will not accept responsibility to you or to the end user for any safety or compliance issues resulting unless you or the end user was only acting in accordance with our written or oral instructions in carrying out the opening, alteration or repair.
We will not warrant software or Computers which we supply to you but which are licensed by or manufactured by third parties. It is your responsibility to verify that the warranties and licences provided by those third parties are adequate for your and your customers' needs. We may ask third party contractors and or software licensors to fulfil our and/or any software licensor's legal obligations to you and/or to the end user that we have relating to the supply of the Computers and/or the licensor's software.

Our Obligations to You

We will indemnify you against claims, demands, losses, damages, liabilities, costs, and expenses (including legal and other professional costs and expenses), provided such costs and expenses are reasonably and demonstrably incurred, which you suffer from any infringement of any third party intellectual property rights, as a result of the provision, receipt, use or possession of our Computers, provided that such infringement or alleged infringement is not as a result of altering or tampering with them or the using or combining them with any equipment, programs, or materials not supplied by or approved for such use or combining by Piixl and that such infringement does not arise from materials that you have supplied to us for a pre- packaged value application; Piixl not complying with its data protection obligations; or Piixl not complying with its waste disposal obligations (including its obligations under the relevant national application of the Waste Electrical and Electronic Equipment (WEEE) Directive 2002/96/EC and 2003/108/EC and any updates of these regulations that may be current from time to time).
Provided that we have responded to your requests and actions substantially consistently with other Resellers and/or Partners which are in similar circumstances and at the same point in time then we will have no liability to you for refusing you entry to the Program, for the level of registration which we give to you within the Program, for raising, lowering or removing you from the Program.
The Program is a voluntary scheme which we will need to adjust over time to reflect changes in us, you, other Partners or Resellers and the market. Consequently we reserve the right without any liability to you arising to vary or adjust the terms, benefits, levels, access requirements in and to the Program, obligations of Partners and to withdraw the Program altogether provided that clear and reasonable prior notice is given to you on either the Portal, the Premier Page or by email. If you are unhappy with the alterations that are to be made then you may withdraw from the level of the Program within which you are participating or from the Program altogether before the changes come into effect.

Your Obligations to Us

You will indemnify us from and against all claims, demands, losses, damages, liabilities, costs, and expenses (including legal and other professional costs and expenses), provided such costs and expenses are reasonably and demonstrably incurred, which we suffer as a result of: you not complying with your data protection obligations; intellectual property obligations, confidentiality obligations, making unauthorized alterations to our Computers, supplied software or services, supplying us with infringing intellectual property rights for a pre packaged value Custom Factory Image; not complying with your waste disposal obligations (including your obligations under the relevant national application of the Waste Electrical and Electronic Equipment (WEEE) Directive 2002/96/EC and 2003/108/EC and any updates of these regulations that may be current from time to time).
You will also be liable to us if your acts or omissions cause the Program or Piixl more generally to be damaged , commercially disadvantaged or brought into commercial disrepute - including, in particular, through the release of pricing, specification data, technical support and other information made available to you through the Portal, the Premier Pages or otherwise to third parties.
Process for fulfilling these Obligations
The indemnities given in the two "Obligations" sections above shall not be limited by the "Limits" section of this document below. Each indemnity above is given by you to us or us to you as the "Indemnifying Party" to the other party out of you or us - the "Indemnified Party" subject to: the Indemnified Party giving written notice to the Indemnifying Party of any claims or legal or similar proceedings as soon as reasonably practicable following written receipt of them; the Indemnified Party making no admission of liability and taking the Indemnifying Party's reasonable instructions in relation to the defence or settlement of the claims or proceedings at the Indemnifying Party's cost and expense, provided however that the Indemnified Party shall not be required to defend or settle the claim in a way that is prejudicial to the Indemnified Party; and where the Indemnified Party is a Reseller or Partner, then Reseller or Partner complying with, and procuring that its employees and contractors comply with, all of Piixl's reasonable instructions.

Limits On Obligations

We are liable to you for: direct and unmitigatable claims from end users relating to Computer liability (provided that they are handled in accordance with the Regulatory appendix below); and any direct costs and expenses of administering a Computer recall (handled in accordance with the appendix) - except, in both cases, to the extent that the claim, cost or expense has arisen from your contributory negligence and subject to your compliance with the processes documented in the last paragraph of this section.
The Parties are also liable to each other for breach of intellectual property and confidentiality obligations in this agreement and also for death or personal injury resulting from negligence; fraud; or any other liability but only to the exact extent which cannot be restricted or excluded by law, is not excluded or limited by the Agreement.
Subject to the two preceding paragraphs, the Parties' total liability to each other under, or in relation to, an order that you place with us and to our relationship as a whole under the Agreement, or in relation to the subject matter of the Agreement (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) is set out in the next two paragraphs.
Our total aggregate liability to you (except in respect of the first two paragraphs of this "Limits On Obligations" section), in contract, tort or otherwise (including, but not limited, to negligence) arising out of, or in connection with, an order (including any issue arising under the Agreement in relation to that order) shall, for all direct loss of profits, and direct costs on each such order be limited to 125% of the value of the order of the equipment and/or services and/or software which are affected and for all other direct losses and direct costs be limited to £500,000/750,000 Euro or the equivalent amount in the currency of the country in which you are located using the currency conversion rate applicable on the date of order confirmation.
Your total aggregate liability to us (except in respect of the first two paragraphs of this "Limits On Obligations" section, and apart from your obligation to pay the Price and the Charges), in contract, tort or otherwise (including, but not limited, to negligence) arising out of, or in connection with, an order (including any issue arising under the Agreement in relation to that order), shall be limited to 125% of the value of the order of the equipment and/or services and/or software which are affected and for all other direct losses and direct costs be limited to £500,000/750,000 Euro or the equivalent amount in the currency of the country in which you are located using the currency conversion rate applicable on the date of order confirmation. You confirm that you have valid insurance cover up to the level of such liability.
Except as detailed in the prior paragraphs of this "Limits On Obligations" section, you and we both agree not to accept any liability under or in relation to an order and the Agreement or its subject matter (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) for any loss of profits, loss of sales or turnover, loss of or damage to reputation, loss of contract, loss of customers, loss of, or loss of use of, any software or data, loss of use of any computer or other equipment or plant, wasted management or other staff time, losses or liabilities under or in relation to any other contract or any indirect, consequential or special loss or damage. For the purposes of this clause the term "loss" includes a partial loss or reduction in value as well as a complete or total loss.
Subject to any limitations imposed by law as detailed in the first paragraph of this "Limits On Obligations" section, any liability of a you to us or of us to you (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) will be reduced to the extent that the other party (i.e. you or us) that is harmed has failed to take all reasonable steps to mitigate its losses. Where we or you being the "Claiming Party" want to make a claim against the other you or us being the "Defending Party" for any liability arising out of, or in connection with, an order (including any issue arising under the Agreement in relation to that order), the Claiming Party shall notify the Defending Party in writing of the claim as soon as reasonably practicable and for it to be a "Valid Claim" include: full details of the Claiming Party's claim against the Defending Party including all causes of action; full details of the losses being claimed for by the Claiming Party; and all supporting documentation required by the Defending Party to substantiate the Claiming Party's claim(s). A Party shall not be entitled to bring a claim for any liability arising out of or in connection with an Order (including any issue arising under the Agreement in relation to that order) as detailed in the first paragraph of this "Limits On Obligations" section unless that Party makes a Valid Claim before the date falling on 6 (six) months from the date on which the incident or event giving rise to the claim in question, occurred or on which the notifying Party first became aware if later.

Prices and Payments

When you apply to become a Reseller or Partner you will normally be granted 30 days from date of invoice payment terms and be allocated credit based upon our assessment of your corporate strength. Late payment interest charges at 4% above the EURIBOR 3 month rate (or 8%) above the base rate for orders placed in Austria and Germany) quoted on the date of invoice will apply to overdue sums. Piixl reserves the right to pass your debts to third parties for collection.
We will normally pass title and risk in stock supplied on delivery, and will expect you to notify us within 7 days (14 days in Austria) if the stock supplied is incomplete, damaged or otherwise inadequate.
You have 30 days from date of invoice to raise any queries or disputes, otherwise the invoice will be deemed accurate and due for payment. Disputed parts of invoices will not be due for payment until 14 days after the date when the dispute is resolved. Undisputed parts of invoices must be paid as indicated above.
We provide Resellers and Partners specific pricing and other assistance and support in the Reseller Customer Group Online Account and Partner Customer Group Online Account applications and on the portal and this pricing and assistance and support is conditional (unless expressly otherwise agreed in writing) on the Computers supplied to you being onward to supplied directly to a business for their own use rather than being resold again, used by you, being supplied to a private individual for personal sue or being supplied to a different end user from the one that you informed us about.
Deliberately, repeatedly or negligently misrepresenting information in order to gain benefits or access to this specific pricing, assistance and or support may be treated as a material breach of this Agreement. If you mislead us in order to get a lower price than the price to which you are entitled or to get support or assistance to which you are either not entitled or at a price which you are not entitled to obtain that support or assistance, then Piixl reserves the right to invoice you for the price discrepancy or the normal cost or price of the provision as Piixl reasonably regards as appropriate. Any such invoice will be payable on receipt and, as a valid debt between the partner and Piixl, may be subject to late payment interest charges or court collection action.
Ending the Agreement
Either party may end this Agreement at any time on one month's notice in writing. Except where the provisions of the next paragraph of this Agreement apply, termination will not relieve either party of its obligations to complete commitments entered into between the Parties on or prior to the termination date including in particular commitments relating to fulfilling orders placed, making payments due, complying with data protection, intellectual property, confidentiality and liability obligations.
Piixl may refuse to accept new orders and refuse to fulfil remaining obligations under existing Orders placed under this Agreement if you:

  - commit a material and irremediable breach of this Agreement (which can include deliberately, repeatedly or negligently misleading us in order to gain pricing, support or assistance to which you are not entitled);

  - commit a material and remediable breach of this Agreement and fail to remedy it following the provision of a reasonable period of written notice within which to remedy the breach;

  - fail to make payments within 30 days of them falling due - unless otherwise pre agreed in writing;

  - break export compliance rules, become insolvent or seek protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any proceeding is instituted against you;

  - act in a way which in Piixl's reasonable discretion is damaging to Piixl or to the Program including, in particular, through the release of pricing, specification data, technical support and other information made available to you through the Portal, the Reseller Customer Group Online Account or the Partner Customer Group Online Account or otherwise to third parties - including on an aggregate basis to data collection and analysis agencies.
You may cancel orders in the event that Piixl:

  - commits a material and remediable breach of this Agreement and fails to remedy it following the provision of a reasonable period of written notice within which to remedy the breach; or

  - other than as part of a bona fide corporate restructure or reorganisation, becomes insolvent or seek protections under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any proceeding is instituted against you.

Events beyond Your or Our Reasonable Control

Neither party shall be obliged to seek to perform their obligations under this Agreement or liable for their failure to do so to the extent that they are precluded from doing so by either events beyond their own reasonable control such as fire, flood, war, embargo, strike, un-forecast shortage of materials, transport delay or interruption or act of government or by the act or omission of the other party ("Force Majeure Events") provided that the affected party notifies the other party promptly in writing and takes all reasonable steps to resolve the Force Majeure Event promptly. Should performance (other than in respect of payment of sums due) be impossible for a period in excess of 30 days then either party may write to the other party to terminate the Agreement in respect of the affected Order(s) without incurring liability to the other party for this action.
Some general provisions
This Agreement takes precedence over the terms and provisions of all documents (including the Program Guide) that are referred to within it. This Agreement, the Program Guide and any resale specific addendums and Computer descriptions shall take precedence over any standard Piixl documentation and over any standard terms and conditions that may be attached to your or to our standard order requests, order confirmations or invoices.
No variation to this Agreement shall be effective unless in writing and signed by or on behalf of an authorised representative of the Parties.
The Parties are independent contractors dealing independently of each other and no partnership, agency, representative or other function is intended or implied between the Parties under this Agreement.
Notices under this may be sent by email or registered post to the legal departments of the respective Parties and shall be deemed effective when a non automated response or a delivery signature is obtained respectively.
The failure of either Party to enforce or exercise, at any time or for any period of time, any term of or any right arising under this Agreement does not give rise to a waiver of that term or right and shall in no way affect that Party's right later to enforce or to exercise it
If either party fails to enforce at any time any of the applicable legal provisions, this will not be taken as a waiver of any of their respective rights.
We may assign or transfer our obligations or rights to a competent third party or our associated companies in whole or in part. Our agreement to work with you is based on certain selection criteria used by us such as (but not limited to) those which relate to credit limits or export compliance. Therefore, you may not assign your obligations or rights, in whole or in part, without our written consent.
Our and your rights and obligations will be governed by the laws of the country in which the Piixl entity listed in the appendix below which is contracting with you under the terms of this Agreement is located and, in the unlikely event of a dispute, we and you agree the exclusive jurisdiction of the courts of that country shall apply to the resolution of the dispute. The Vienna Convention on Contracts for the International Sales of Goods is excluded.
The Parties shall maintain accurate and legible records by following statutory requirements and shall grant to the other Party reasonable access to any of its premises, and inspection and copies of any information reasonably requested by that Party with respect to the Party's performance under the Agreement, including, without limitation, information relating to invoicing, accounting requirements, efforts to comply with the Non Disclosure Agreement, and that as may be reasonably required to resolve disputes with third parties.
If any provision of this agreement is found to be invalid or unenforceable, that provision will be limited or eliminated or, in Germany, rewritten to the minimum extent necessary so that this agreement can otherwise remain in full force and effect.

[UK only: This agreement is not intended to be for the benefit of, and shall not be enforceable by, any person other than a party, under the Contracts (Rights of Third Parties) Act 1999.]

APPENDIX: DATA PROTECTION, COMPUTER SAFETY & RECALL CONFIDENTIALITY AND EXPORT COMPLIANCE

A. DATA PROTECTION

1.    Each Party will comply with the provisions of the Data Protection Directive 95/46/EC or equivalent local legislation.
2.    Where applicable, Piixl will apply its standard data protection compliance procedures to Computers which are to be processed under Piixl's standard refurbishment, repairing, recycling processes, before such refurbishing, repairing, or recycling.

B. CONFIDENTIALITY

1.    In this paragraph B, "Confidential Information " means all confidential information disclosed (whether in writing, orally or by another means and whether directly or indirectly) by a Party being the "Disclosing Party " to the other Party being the "Receiving Party " whether before or after the date that this Agreement becomes effective between the Parties including, without limitation, information relating to the Disclosing Party's customers, operations, processes, plans or intentions, Computer information, know-how, design rights, trade secrets, market opportunities, finances, and business affairs
2.    All information supplied on or through Reseller Customer Group Online Account or Partner Customer Group Online Account, the Portal or data sources that can be accessed only through the Portal shall be treated as Confidential Information even though it may also be seen by other Reseller's and/or Partner's and shall not be disclosed to third parties without the explicit prior consent of Piixl in writing.
3.    The Receiving Party shall: not use Confidential Information for a purpose other than for the performance of its obligations under the Agreement; and not disclose Confidential Information to a person except with the prior written consent of the Disclosing Party or as set out in paragraphs 3 and 4 below.
4.    The Receiving Party may disclose Confidential Information to a "Recipient " being any of its directors, other officers, employees, professional advisors and contractors to the extent that such disclosure is necessary for the purposes of the Agreement. The Receiving Party shall ensure that each Recipient is made aware of and complies with the Receiving Party's obligations of confidentiality and restriction on use under the Agreement as if the recipient was a party to the Agreement.
5.    The Receiving Party may disclose Confidential Information to the extent required by law, regulation or any mandatory order of a regulatory body having jurisdiction over it provided that it shall use its reasonable endeavours to reduce the extent of such disclosure and to protect the confidentiality of any Confidential Information disclosed.
6.    Paragraphs 3 and 4 above do not apply to Confidential Information which: is at the date of the Agreement, or at any time after that date becomes, publicly known other than by the Receiving Party's or Recipient's breach of the Agreement; or can be shown by the Receiving Party to the Disclosing Party's reasonable satisfaction to have been known by the Receiving Party before disclosure by the Disclosing Party to the Receiving Party.
7.    Neither Party shall make or authorise any press release in relation to the Agreement (including to, but not limited to, the London Stock Exchange, the NASDAQ, any other applicable stock exchange, and / or any regulators) without the prior written consent of the other Party.
8.    Any information obtained by the Reseller or Partner under the Agreement, including information relating to Piixl, Intel, Microsoft or McAfee, must not be used by the Reseller or Partner, directly or indirectly, in any future tenders, bids, or negotiations with Intel, Microsoft, McAfee, or any other third party. Any information obtained by Piixl under the Agreement, including information relating to the Reseller or Partner, must not be used by Piixl, directly or indirectly, in any future tenders, bids, or negotiations with any third party.

C. COMPUTER SAFETY AND RECALL

1.    The Parties will comply with the respective Computer safety and Computer recall obligations in relation to the Computers.
2.    Where there are any Computer safety or Computer recall issues with the Computers, the Reseller or Partner will assist Piixl in contacting the end users of the Computers and recalling the Computers. Piixl will be responsible for all reasonable, demonstrable & necessarily incurred costs of the Reseller or Partner in complying with Piixl's explicit instructions made pursuant to this clause.

D. RECORD KEEPING AND AUDIT REQUIREMENTS

1.    The Parties shall maintain accurate and legible records by following statutory requirements and shall grant to the other Party reasonable access to any of its premises, and inspection and copies of any information reasonably requested by that Party with respect to the Party's performance under the Agreement, including, without limitation, information relating to invoicing, accounting requirements, efforts to comply with Clause B(Confidentiality), and that as may be reasonably required to resolve disputes with third parties.

E. EXPORT COMPLIANCE

1.    Each Party, at its own expense, will comply with all applicable laws, orders and regulations of any governmental authority with jurisdiction over its activities in connection with the Agreement.
2.    Each Party will furnish to the other Party any information required to enable the other Party to comply with applicable laws and regulations related to the Computers.
3.    The Parties acknowledge that the Computers licensed or sold under the Agreement are subject to the export control laws and regulations of the United States and European Union laws or those of other countries from which they were supplied and in which they are used and agree to abide by those laws and regulations.
4.    For the avoidance of doubt any Computers, software, or technology used by Piixl under the Reseller's or Partner's instruction as part of the Custom Factory Image shall be the sole and exclusive responsibility of the Reseller or Partner, and the Reseller or Partner hereby indemnifies Piixl accordingly in respect of all regulatory and export compliance obligations and liabilities subject to notice procedures referred to above.
5.    Under European Union and United States laws and regulations, Computers purchased under the Agreement may not be sold, leased or otherwise transferred to restricted end-users or to restricted countries. In addition, the Computers may not be sold, leased or otherwise transferred to, or utilised by, an end-user engaged in activities related to weapons of mass destruction, including but not necessarily limited to, activities related to the design, development, Computerion or use of nuclear materials, nuclear facilities, or nuclear weapons, missiles or support of missile projects, or chemical or biological weapons.
6.    The Parties agree to comply with all applicable export laws, regulations and orders. In addition, each Party agrees to indemnify, defend and hold the other harmless from any claims, demands or causes of action against the other due to the indemnifying Party's violation or alleged violation of the applicable export laws, regulations and orders


Piixl contracting Entities and Jurisdictions table

United Kingdom

Piixl Ltd
30 Phipp Street
London EC2A 4NR