1.ABOUT US

1.1. We are PIXI Group Limited, a limited company registered in England and Wales (company number 15498657) with registered address at 37 Lessar Avenue, London, England, SW4 9HW.

1.2. You can contact us at hello@PIXIgroup.ai.

2.  PIXI PLATFORM

2.1. We own an online application and platform for data asset management in the travel industry (PIXI Platform).

2.2. The PIXI Platform is supplied in two different versions:

2.2.1. a full version under a subscription basis for hotels and Travel Buyers (PIXI SaaS Subscription Service);

2.2.2.  a limited version free of charge for Travel Buyers (PIXI Freemium).

2.3. For the purposes of the terms and conditions, Travel Buyers mean any individual, company, or Entity (including but not limited to an independent travel consultant, travel advisor, travel designer, tour operator, travel agency, private concierge company or individual, consortia member, or corporate travel planner) that actively engages in the sourcing, planning, packaging, or booking of travel experiences, accommodations, and related services on behalf of clients, whether for leisure, business, or group travel purposes 

2.4. You can find more information about the PIXI Platform, PIXI SaaS Subscription Service and PIXI Freemium in Annex 1 to these Terms and Conditions.

2.5. We shall always have the right to make changes, updates and upgrades to the PIXI Platform. If any such change, update or upgrade is essential to allow you to enjoy the benefits of the PIXI Platform materially in accordance with the Contract or as required by laws and regulations, they shall be made available to you at no additional cost. Otherwise, we shall not be obliged to make the change, update or upgrade available to you unless we agree on the applicable additional charges.

3. OUR CONTRACT WITH YOU

3.1. You can subscribe to PIXI SaaS Subscription Service and/or PIXI Freemium by submitting an order to us via our website (Order).

3.2. Our order process allows you to check and amend any errors before submitting an Order to us. Please check the Order carefully before confirming it. You are responsible for ensuring that your Order is complete and accurate.

3.3. When we send you an email confirming your Order, a contract for the supply of the PIXI Platform in accordance with the Order Form and these Terms and Conditions will be formed.

4. TERM

4.1. The Contract shall start in accordance with clauses 3.3 and your access to the PIXI Platform shall start on the date when the contract is formed (Start Date).

4.2. Unless otherwise terminated in accordance with these Terms and Conditions, the Contract shall remain in full force and effect for an initial period of one year (Initial Term) which will be automatically renewed for additional one-year terms (each an Additional Term).

5. OUR OBLIGATIONS

5.1. For the duration of the Initial Term and any Additional Term, we shall provide the PIXI Platform to you in accordance with these Terms and Conditions and the Order.

5.2. We will use our commercially reasonable efforts to ensure that the PIXI Platform achieves 99.5% uptime, ensuring high availability of services.

5.3. We will use our commercially reasonable efforts to make the PIXI Platform available 24 hours a day, seven days a week, except for:

5.3.1. Planned maintenance carried out during the standard maintenance windows;

5.3.2. Unscheduled maintenance, provided that we will endeavour to give you at least 4 hours’ notice in advance.

5.4. We will operate on multi-zone AWS services, ensuring redundancy and minimal downtime. In the event of a failure in one zone, service will continue uninterrupted through alternative zones, mitigating operational risks. Nevertheless, we do not guarantee that the access to the PIXI Platform will be uninterrupted.

5.5. We will provide you with our standard customer support services available from Monday to Friday, from 9.00 am to 5.00pm on working days in London.

6. YOUR OBLIGATIONS

6.1. In addition, and without prejudice to the any other obligations set out in the Contract, you shall:

6.1.1. Timely provide us with all necessary co-operation in relation to the Contract;

6.1.2. Ensure that any data and information you provide us (including any information set out in the Order) is true, accurate and complete;

6.1.3. Comply with all applicable laws and regulations with respect to your business and your obligations under the Contract;

6.1.4. Obtain and shall maintain all necessary licences, consents, and permissions necessary for us to provide the PIXI Platform to you;

6.1.5. Ensure that its network and systems comply with the relevant specifications you provide from time to time;

6.1.6. Not share your credentials (including username and password) to use the PIXI Platform to any unauthorised user; and

6.1.7. Ensure that any person that uses the PIXI Platform under your instructions or on your behalf – each an Authorised User) complies with the provisions of the Contract and be liable for any acts or omissions of any such person.

7. FAIR USAGE – GENERAL

7.1. You shall use the PIXI Platform in good faith and for legitimate business purposes only.

7.2. You shall perform necessary checks on uploaded content to verify its accuracy, legality, and ownership rights.

7.3. You shall not use the PIXI Platforms for mass downloads, redistribution without authorisation, use outside of your legitimate business purposes or any use that does not comply with the Website and Pixi Platform Terms of Use.

7.4. You shall endeavour by all reasonable means to ensure that you and all Authorised Users shall not access, store, distribute or transmit to the PIXI Platform or our systems any data, code, software or any material that:

7.4.1. Prevents, impairs or otherwise adversely affects the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device;

7.4.2 Prevents, impairs or otherwise adversely affects access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise);

7.4.3. Adversely affects the user experience, including worms, trojan horses, viruses and other similar things or devices;

7.4.4. Is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

7.4.5. Facilitates illegal activity;

7.4.6. Depicts sexually explicit images;

7.4.7. Promotes unlawful violence;

7.4.8. Is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

7.4.9. Is otherwise illegal or causes damage or injury to any person or property.

7.5. We reserve the right to suspend your use of the PIXI Platform if we find any unusual activity in such use or if we reasonably believe your use does not comply with our standards. We will let you know if we do. However, we are not obliged to verify or investigate your use of the PIXI Platform and your liability for such use will not be reduced or excluded as a result of any verification, investigation or suspension we conduct.

8. FAIR USAGE – PIXI FREEMIUM

8.1. Your use of the PIXI Freemium is limited to the average usage across our customer base. If we detect abnormal or excessive usage that may impact service performance, we may apply restrictions or suggest upgrading to a higher plan.

8.2. You shall not bulk download or scrape any content of the PIXI Platform in a manner that impacts the performance of the PIXI Platform.

8.3. You shall use any content you download under the PIXI Freemium:

8.3.1. For the sole and exclusive purposes set out in the Order (Permitted Use);

8.3.2. In accordance with the Contract; and

8.3.3. In accordance with any terms and conditions set out by the owner of the content from time to time.

8.4. The download of some content may be subject to additional charges. We will inform you about any such charges and you will only be able to download any such content after you have paid those charges.

9.  FAIR USAGE – PIXI SAAS SUBSCRIPTION SERVICE

9.1. Your use of the PIXI SaaS Subscription Service will be limited to the features included in the package of your choice.

9.2. You will retain full control over your uploaded data, including the ability to manage, update, or delete it as required. We will act as a processor of business-related content, and we will not claim ownership of your uploaded assets.

9.3. You will be responsible for uploading and maintaining your digital assets, ensuring all content is up to date, relevant, and complies with the Contract.

10. PRICE AND PAYMENT

10.1. In consideration of the supply of the PIXI Platform, you shall pay us the subscription fees set out in the Order (Subscription Fees).

10.2. The Subscription Fees shall be paid in Sterling Pounds and you will be liable for any foreign exchange costs and bank charges.

10.3. The Subscription Fees shall be paid in accordance with the payment terms set out in the Order.

10.4. If you don’t pay the Subscription Fees when they are due, without prejudice to any other rights and remedies that we may have and without any liability to us, we may charge interest on the overdue amount on a daily basis and at the rate of 4% a year above the base rate for the time being of Lloyds Bank Plc, payable immediately on demand, from the due date up to the date of actual payment.

10.5. You shall not withhold payment of any sum by reason of any set-off of any claim or dispute with us whether relating to the quality or performance of the PIXI Platform or otherwise.

11. TERMINATION

11.1. Either party may terminate the Contract by giving notice to the other party 30 days before the end of the Initial Term or any Additional Term. You shall not be entitled to any refund if you terminate the Contract under this clause.

11.2. For clarity, termination or cancellation notices issued during the Initial Term or any Additional Term will take effect only at the end of the respective term. 

11.3 Either party may terminate the Contract by giving notice to the other party if that other party:

11.3.1. Commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 10 days of you being notified in writing to do so;

11.3.2. Takes any step or action in connection with such party (i) entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), (ii) applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, (iii) being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), (iv) having a receiver appointed to any of your assets or ceasing to carry on business or (v) if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

11.3.3. Suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of such party’s business;

11.3.4. Is in a financial position deteriorated to such an extent that is likely to adversely impact such party’s capability to adequately fulfil their obligations under the Contract; or

11.3.5. If an event of force majeure (as defined in clause 15.1) lasts for more than 60 days.

11.4. We may keep any data you shared with us in connection with the Contract for up to 90 days of termination of the Contract for any reason. After that, unless you request us in writing to return the data to you, we will delete any such data.

12. LIMITATION OF OUR LIABILITY

12.1.  We are not liable for any content uploaded to the PIXI Platform by third parties (including but not limited to subscribers of the PIXI SaaS Subscription Service).

12.2. You shall be solely and exclusively liable for the results obtained from the use of the PIXI Platform and for conclusions drawn from such use.

12.3. We shall have no liability for any damage caused by errors or omissions in any data, information, instructions or scripts you provided us in connection with the PIXI Platform, or any actions we take at your instructions or direction.

12.4. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract.

12.5. The PIXI Platform is provided to you on an "as is" basis.

12.6. We shall have not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any (i) loss of profits, (ii) loss of business, (iii) wasted expenditure, (iv) depletion of goodwill and/or similar losses, (v) loss or corruption of data or information or (vi) any special, indirect or consequential loss, costs, damages, charges or expense.

12.7. Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the Contract shall be limited to the higher of £5000 or the amount you paid as Subscription Fees in the 12 months prior to the event that gave rise to our liability.

12.8. If you fail to pay the Subscription Fees or any amount due to us under the Contract when due or if our ability to supply the PIXI Platform in accordance with the Contract is prevented or delayed by any failure by you or an Authorised User to fulfil any obligation under the Contract:

12.8.1. We may suspend your access to the PIXI Platform until you remedy your default and rely on your default to relieve us from the performance of our obligations under the Contract;

12.8.2. We will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay providing the PIXI Platform; and

12.8.3. You shall reimburse us for any costs or losses we sustain or incur arising directly or indirectly from your default.

12.9. Notwithstanding the above, nothing in the Contract shall limit or exclude our liability for (i) death or personal injury caused by our negligence, (ii) fraud or fraudulent misrepresentation, (iii) our breach, infringement or misappropriation of your intellectual property rights or (iv) any other liability that cannot be legally limited or excluded.

13. INTELLECTUAL PROPERTY

13.1. We and our licensors own all intellectual property rights in the PIXI Platform.

13.2. Except as expressly stated in the Contract, the Contract does not grant you any rights to, under or in any registered or unregistered rights or licences in respect of the PIXI Platform or any part of the content the PIXI Platform contains.

13.3. The licence granted to you under clauses 7, 8 and 9 is non-exclusive and non-transferable and will cease upon termination of the Contract for any reason.

13.4. You and your licensors own all intellectual property rights in the content you upload to the PIXI Platform and you warrant that no such content infringes third parties’ rights (including intellectual property rights). You shall defend, indemnify and hold us harmless against any loss we may suffer as a result of or in connection with your breach of this clause.

13.5. You grant us in respect of any content and materials you provide us for the term of the Contract a fully paid-up, non-exclusive, royalty-free, non-transferable licence to:

13.5.1. Copy and modify those content and materials for the purpose of providing the PIXI Platform to you and allowing subscribers of PIXI Freemium to use them in accordance with the Permitted Use; and

13.5.2. Analyse those content and material for AI training, service enhancement, and operational purposes related to the PIXI Platform’s functionality and client experience.

14. DATA PROTECTION

14.1. The PIXI Platform is a B2B SaaS platform that primarily processes business-related data and does not store, process, or track personal data of individuals, except when explicitly required for account administration purposes.

14.2. When we process personal data, we will do that:

14.2.1. In accordance with the UK GDPR and our privacy policy;

14.2.2. As a data processor acting under your instructions;

14.2.3. To provide the PIXI Platform to you in accordance with the Contract;

14.2.4. To process the payment of the Subscription Fees or any other payment you make to us; and

14.2.5. Inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.

15. GENERAL PROVISIONS

15.1. Force Majeure: Neither party shall be liable for any failure or delay in performance due to circumstances beyond reasonable control, including but not limited to natural disasters, government actions, or system failures.

15.2. Notices: Any notice required to be given under the Contract, shall be in writing and shall be delivered personally, or sent by pre-paid first-class post or by commercial courier, or sent by email to the address set in the Order.

15.3. Severance: If any part of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, that part shall be deemed deleted. Any modification to or deletion of a part of the Contract shall not affect the validity and enforceability of the rest of the Contract.

15.4. Third Parties: A person who is not a Party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

15.5. Governing Law: The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

15.6. Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).