Terms of Service

These Terms of Service set out the terms and conditions upon which you may use the Sizepact Service and any application or functionality made available through the Sizepact Service. By subscribing to use the Sizepact Service or by using the Sizepact Service on a pay-per-use basis, you agree to and accept these Terms of Service.

Please read the Terms of Service carefully and make sure you understand and agree to them before using the Sizepact Service. If you have any questions relating to the Terms of Service please contact Sizepact at [email protected].

IF FOR ANY REASON YOU DO NOT ACCEPT THESE TERMS OF SERVICE YOU SHOULD NOT USE THE SIZEPACT SERVICE.

1. INTERPRETATION

In these Terms of Service, except where the context requires otherwise, the following words and expressions have the meanings set out below:

“Account” means the Client’s subscription account for the Sizepact Service.

“Agreement” means the agreement between the Client and Sizepact comprising the Order and these Terms of Service for the provision of the Sizepact Service.

“API” means Sizepact application process interface permitting the Client to upload Client Data to the Sizepact Service.

“Client” means the person identified in the Order.

“Client Data” means the image content and data transferred by the Client to Sizepact when using the Sizepact Service.

“Commencement Date” means the date of commencement of the Client’s subscription to use the Sizepact Service, as set out in the Order.

“Confidential Information” means information which is identified as confidential or proprietary by either party or by the nature of which is clearly confidential or proprietary.

“Fees” means the monthly subscription fee set out in the Order, or the fee payable for a single use of the Sizepact Service, as appropriate.

“Sizepact Service” means the image compression software which Sizepact makes available as a service through the Website.

“Order” means an order for the use of or subscription to the Sizepact Service which identifies the Client and sets out the Fees.

“Subscription” means a monthly subscription for the use of the Sizepact Service.

“Terms of Service” means these terms and conditions of service as amended from time to time.

“User” means any person authorised by the Client in an Order to access the Sizepact Service on behalf of the Client.

“Virus” mean any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

“Website” means https://sizepact.com/

2. SUBSCRIPTION

A Subscription shall start on the Commencement Date in the Order and continue for an initial period of 30 days and after that shall continue until terminated by either party on at least 30 days’ written notice.

3. ACCESS TO THE SIZEPACT SERVICE

3.1 Sizepact grants the Client a non-exclusive, non-transferable, personal and non sub-licensable licence to permit Users to use the Sizepact Service.

3.2 The Client must treat any password to access the Sizepact Service or the Client’s Account as Confidential Information, and it must not disclose it to any third party (other than to Users).

3.3 In relation to Users, the Client shall ensure that:

1. the maximum number of Users that the Client authorises to access and use the Sizepact Service does not exceed the number specified in the Order or otherwise agreed in writing by Sizepact; and
2. each User keeps secure and confidential any password provided for the User’s use of the Sizepact Service and shall not disclose such password to any third party including persons within the Client’s organisation, company or business.

3.4 The Client may delete User accounts and authorise other users to access and use the Sizepact Service provided that the number of Users permitted to access and use the Sizepact Service does not exceed the maximum number of Users specified in the Order.

3.5 Sizepact may disable any username or password, at any time and at Sizepact sole discretion, if a User or the Client has failed to comply with any of the provisions of the Agreement.

3.6 The Client is responsible for maintaining the confidentiality of its password and any emails containing links to log in to the Client’s Account or to reset its password and any activities that occur under its Account, including the activities of Users. If the Client has any concerns about the login details for its Account or thinks they have been misused, please contact Sizepact at [email protected].

3.7 The Client is responsible for making all arrangements necessary for Users to have access to the Sizepact Service. The Client is also responsible for ensuring that all Users are aware of the terms of the Agreement, and that they comply with them.

3.8 The Client must prevent any unauthorised access to, or use of, the Sizepact Service and, in the event of any such unauthorised access or use, promptly notify Sizepact.

3.9 The Client recognises that Sizepact is continually updating and improving the Sizepact Service and the Client therefore agrees that the Sizepact Service may change from time to time and no warranty, representation or other commitment is given in relation to the continuity of any functionality of the Sizepact Service.

3.10 The Client shall indemnify and defend Sizepact, its agents and contractors from and against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyer’s fees) arising out of a claim brought by a third party relating to the Client’s or any User’s use of the Sizepact Service (except to the extent that such losses, damages etc. are caused by Sizepact negligence).

3.11 Sizepact has the right to disable any Account, if in its opinion the Client or a User has failed to comply with any of the provisions of the Agreement.

4. CLIENT’S OBLIGATIONS

4.1 Sizepact permits the Client to send requests to the API (including updates to the API that Sizepact may make available from time to time) for the sole purpose of permitting the Client to transfer Client Data to Sizepact provided that any such requests are made using HTTP over a secure TLS connection (or such other secure means of connection as Sizepact may advise from time to time).

4.2 The Client shall access the Sizepact Service in accordance with the reasonable directions given by Sizepact from time to time and shall only use the most current version of the Sizepact Service after any previous version has been upgraded, following notice from Sizepact to do so.

4.3 Sizepact may monitor the Client’s use of the Sizepact Service to ensure quality, improve the Sizepact Service, and verify the Client’s compliance with the Agreement.

4.4 The Client:

1. must comply with all applicable laws and regulations with respect to its use of the Sizepact Service and its activities under the Agreement;
2. must use the ImageOptim Service in accordance with the terms of the Agreement and shall be responsible for any actions and omissions in connection with the use of the Sizepact Service by any Users;
3. must obtain and shall maintain all necessary licences, consents, and permissions necessary for Sizepact to perform its obligations to the Client under the terms of the Agreement;
4. must ensure that its network and systems, including its internet browser used complies with the relevant specifications provided by Sizepact from time to time;
5. is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems in order to access and use the Sizepact Service;
6. must not (i) access, store, distribute or transmit any Virus through the Sizepact Service; (ii) enable any distributed denial of service attack against Sizepact or any other technologically harmful materials; (iii) use the Sizepact Service to access, store, distribute or transmit any material that is unlawful, threatening, abusive, defamatory, hateful or inflammatory or which promotes violence or discrimination based on race, sex, nationality, sexual orientation or age; (iv) use the Sizepact Service in a manner that is illegal or causes damage or injury to any person or property or infringes another person’s intellectual property; or (v) attempt to interfere with or compromise the Sizepact Service integrity or security. Sizepact reserves the right, without liability or prejudice to its other rights under the Agreement, to disable the Client’s Account for breaches of the provisions of this clause 5.4(f).

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Sizepact is the owner of or the licensee of all intellectual property rights in the Sizepact Service. These works are protected by copyright and other laws and treaties around the world. All such rights are reserved.

5.2 The Client will not, when using the Sizepact Service:

1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Sizepact Service in any form or media or by any means; or
2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Sizepact Service; or
3. access all or any part of the Sizepact Service in order to build a product or service which competes with the Sizepact Service or use or attempt to use the Sizepact Service to directly compete with Sizepact.

5.3 The Client acknowledges that, in order to improve the speed and reliability of the Sizepact Service, images forming part of the Client Data will be temporarily cached by the Sizepact Service on Sizepact own servers and on the servers of the content delivery networks utilised by Sizepact. The Client grants Sizepact a licence to access such images for the purpose of Sizepact analysing the Client Data in circumstances where the Client’s image has failed to compress properly and Sizepact needs to examine the reason for such failure. Subject to this clause, Sizepact claims no rights in the Client Data. 

5.4 The Client shall maintain a backup of Client Data and Sizepact shall not be responsible or liable for any deletion, correction, alteration, destruction, damage, loss, disclosure or failure to store any Client Data.

6. RESPONSIBLE DISCLOSURE POLICY

Sizepact is committed to ensuring the privacy and safety of its Users. Any User who discovers a security vulnerability on the Sizepact Service is requested to disclose the issue to Sizepact.

7. PUBLICITY

7.1 Sizepact may use the Client’s name and logo in any of Sizepact publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that the Client uses the Sizepact Service and alongside any testimonials that the Client has agreed to give. The Client grants Sizepact such rights as are necessary to use its name, logo and testimonial for the purpose of this clause 7.1.

7.2 The Client agrees to provide feedback to Sizepact in relation to its use of the Sizepact Service if requested to do so, in the form of a written survey or questionnaire. The Client is under no obligation to respond to any question put to it by Sizepact during Sizepact collection of feedback.

8. DATA PROTECTION

8.1 Sizepact does not claim ownership in the Client Data.

8.2 If Sizepact processes any Personal Data as a result of hosting the Client Data or as a result of the Client’s use of the Sizepact Service, the Client agrees that Sizepact does so as Data Processor and that the Client is the Data Controller in relation to such Personal Data.

8.3 Sizepact and the Client agree that, in relation to such Personal Data:

1. Sizepact will process the Personal Data only in accordance with the terms of the Agreement and any lawful written instructions reasonably given to Sizepact by the Client from time to time; and
2. Sizepact will both have in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.

8.4 For the purposes of this clause 9, the terms “Personal Data”, “Data Processor” and “Data Controller” shall have the same meaning as set out in the Data Protection Act 1998.

9. CONFIDENTIAL INFORMATION

9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these terms and conditions. A party’s Confidential Information shall not be deemed to include information that:

1. is or becomes publicly known other than through any act or omission of the receiving party;
2. was in the other party’s lawful possession before the disclosure;
3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body. 

9.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available for use for any purpose other than as needed to perform the terms of the Agreement.

9.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.

9.4 Each party shall take a back-up of its own Confidential Information and shall not be responsible to the other for any loss, destruction, alteration or disclosure of Confidential Information

10. PRICE AND PAYMENT

10.1 The Client will pay the Fees which in advance in accordance with the Order.

10.2 Unless alternative payment is agreed in the Order, the Client will provide to Sizepact valid, up-to-date and complete credit or debit card details and it hereby authorises Sizepact to bill such credit or debit card for the Fees in accordance with the Order.

10.3 If Sizepact has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies available to Sizepact:

1. Sizepact may, without liability to the Client, suspend or temporarily disable all or part of its access to the Sizepact Service and Sizepact shall be under no obligation to provide any access to the Sizepact Service, or continue to provide the Consultancy Serviсes, while the invoice(s) concerned remain unpaid

10.4 All Fees stated in an Order:

1. are payable in the currency specified in the Order or otherwise stipulated by Sizepact; and
2. are exclusive of value added tax (“VAT”) unless otherwise expressly stated which shall be paid at the same time as payment of the Fees. Sizepact shall send the Client a VAT invoice if Sizepact is requested to do so.

10.5 Unless otherwise agreed in writing, Sizepact may increase the Fees upon 30 days’ notice in writing to the Client, such increase to take effect from the expiry of such notice. If the Client is unhappy with the increase, the Client may terminate the Agreement on of 30 days’ written notice. During the notice period the Fees will not increase.

10.6 If Subscriber terminates the Agreement, Sizepact will refund any prepaid fees covering the remainder of the term of all Service Orders after the effective date of termination. If the Agreement is terminated by Sizepact, Subscriber will pay any unpaid fees covering the remainder of the term of all Service Orders. In no event will termination relieve Subscriber of its obligation to pay any fees payable for the period prior to the effective date of termination.

11. AVAILABILITY AND SUPPORT

11.1 Sizepact will use commercially reasonable endeavours to make the Sizepact Service available with an uptime rate of 99%, except for:

1. planned maintenance for which 24 hours’ notice will be given; or
2. unscheduled maintenance during normal business hours (UK time) or otherwise, for which Sizepact will use reasonable endeavours to give the Client advance notice.

11.2 Where the Client has paid for access to the Sizepact Service, Sizepact will, as part of the Sizepact Service, use reasonable endeavours to provide a level of support that is appropriate to the nature of any issues requiring support during normal business hours. 

11.3 The Client acknowledges that the Sizepact Service is dependent on access to various third party data sources (including the Client Data). The Client agrees that Sizepact are not responsible for the non-availability or interruption to the Sizepact Service caused by any such non availability of any such third party data source.

12. SUSPENSION AND TERMINATION

12.1 If the Client fails to pay any sum due to Sizepact and such sum remains outstanding for a further seven days following notice requiring such sum to be paid Sizepact may terminate the Agreement with the Client immediately by notice and without any liability for Sizepact to the Client.

12.2 Either party may terminate the Agreement upon 30 days notice in writing.

12.3 Sizepact may terminate the Agreement by notice with immediate effect, or such notice as Sizepact may elect to give, if the Client:

1. is in breach of applicable law; or
2. infringes Sizepact’s intellectual property rights in the Sizepact Service.

12.4 Either party may terminate the Agreement at any time on written notice to the other if the other is in material or persistent breach of any of the terms of the Agreement and either that breach is incapable of remedy, or the other party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach.

12.5 On termination of the Agreement for any reason all licences granted under the Agreement shall immediately terminate and the Client’s right to access and use the Sizepact Service will end.

12.6 The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.

13. LIMITED WARRANTY

EXCEPT AS EXPRESSLY PROVIDED, NEITHER PARTY MAKES ANY WARRANTY OR GUARANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

14. Sizepact’s LIABILITY

14.1 Subject to clause 14.2 Sizepact will not be liable for loss of income or revenue; loss of business; loss of profits; loss of anticipated savings; loss of data; waste of management time; or any indirect, consequential or special damages, costs or expenses resulting from Sizepact’s failure to comply with the Agreement, whether arising in contract or tort or otherwise.

14.2 Nothing in the Agreement excludes or limits Sizepact’s liability for death or personal injury caused by Sizepact’s negligence or for fraud or fraudulent misrepresentation.

14.3 Sizepact’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Agreement shall in all circumstances be limited to the Fees paid by the Client in the 6 months prior to the event giving rise to the claim.

15. NOTICES

All notices given by the Client to Sizepact must be sent to [email protected] . Sizepact may give notice to the Client at either the e-mail or postal address the Client provides to Sizepact, or any other way Sizepact deems appropriate. Notice will be deemed received and properly served immediately when posted on the Sizepact Service or 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.

16. EVENTS OUTSIDE SIZEPACT’S CONTROL

No party shall be liable to the other for any delay or non-performance of its obligations under the Agreement arising from any cause beyond its control including, without limitation, any of the following: telecommunications failure, internet failure, act of God, governmental act, war, fire, flood, explosion or civil commotion. For the avoidance of doubt, nothing in this clause shall excuse the Client from any payment obligations under the Agreement.

17. WAIVER

No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

18. SEVERABILITY

If any provision of the Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.