ESI Pursues its Commitment to Corporate Social and Environmental Responsibility by Partnering with Gelato Globe
Last Updated Date: 22 January 2019
These Terms apply to your use of the Gelato API. These Terms include and are subject to any order form, data processing agreement, appendices and other agreement that we may agree to regarding the Gelato API.
By using the Gelato API, these terms are deemed accepted by you. If a person takes the Gelato API into use or signs any order form, data processing agreement, appendices and other agreement with us regarding the Gelato API, such person represents and warrants that he or she has the authority to bind your organisation.
These Terms may be amended from time to time by posting the revised Terms on our website or by emailing them to you. By continuing to use the Gelato API after such notification, you accept the revised Terms. We will not make amendments that materially affects your rights or obligations unless approved by you or unless you have been given the right of termination.
API: Application programming interface.
Application: Your website, app or other online service on which you allow End Customers to upload, create and/or customize User Content, and to print such User Content.
Gelato (or “we”): Gelato AS, Norwegian company having its principal place of business at Snaroyveien 30C, Fornebu 1360 Norway.
Gelato API: Our proprietary API, other APIs and/or associated software development kits (SDKs) that enables the exchange of information between your Application and the Gelato Platform.
Gelato Platform: Our server platform on which we manage our network of printers and distributors, as well as the receipt and handling of Orders communicated through the Gelato API.
User Content: Text, pictures, files, templates, fonts, logos, metadata and other content.
End Customer: The person or entity that places an Order on your Application.
Gelato API Key: Gelato Live API Key or Gelato Test API Key.
Gelato Live API Key: An API key created specifically for you to access the Gelato Platform, that enables you to place live Orders.
Gelato Test API Key: An API key created specifically for you to access our test environment, that enables you to test the Gelato API.
Order: A request from an End Customer on your Platform to have User Content printed and Products distributed and delivered.
Products: Printed materials, such as pictures, cards, brochures, booklets, posters, catalogues and flyers, that incorporate User Content.
Services: Our service of making available the Gelato API, as further described in clause 3, our service of printing and shipping of Products, as further described in clause 4, and our support services, as further described in clause 5.
You: The legal entity to which Gelato has issued a Gelato API Key.
We may agree to grant you the right to test our API Services. If so, we will grant such right by providing you with a Gelato Test API Key. For the avoidance of doubt, this will not enable you to place live Orders.
Unless otherwise is agreed, the period of testing is 3 months. We may disable the Gelato Test API Key without notice upon the expiry of the test period.
During the test period, clause 8, 11 – 17, 19 - 24 applies to the extent relevant for the text. During the test period, we have no liability whatsoever for the Gelato API (including the Gelato Platform).
3. API SERVICES
Subject to your compliance with these Terms, you are granted the non-exclusive right to use the Gelato API for the sole purpose of integrating your Application with the Gelato Platform to enable the exchange of information concerning Orders (such as the User Content to be printed, shipping options, and order status). We will grant such right by providing you with a Gelato Live API Key.
We may add and remove features and functionality of the Gelato API (including the Gelato Platform). It is your responsibility to comply with instructions issued by us regarding the Gelato API, including instructions on supported formats. We may update these instructions from time to time by communication to you, such as by email or by posting them on our developer portal or our website. Updates that materially affects your use of the Gelato API will be communicated by email with at least 30 days notice. You acknowledge that we may not duly complete Orders if your Application does not satisfy our instructions.
You are responsible for the accuracy and completeness of the information provided through the Gelato API. This includes responsibility to follow the Gelato file requirements as presented in Appendix A, and for the accuracy, substance, clarity, quality (such as resolution, color, lightning) and lawfulness of the User Content, and for the accuracy of the choices made during checkout (such as the items, number and format to be printed, the shipping recipient and shipping address). We are not obliged to verify the data (such as to verify the shipping address). However, we reserve the right, but are not obliged to, screen the User Content to be printed and alert You if we find failures.
If we, through the Gelato API, receives Orders that, in our reasonable opinion, may violate any law, infringes the rights of a third party, or is inappropriate, obscene or immoral, we may reject the Order. If we nevertheless fulfil the Order, Gelato has no responsibility for such violation or infringement.
We may monitor your use of the Gelato API Platform for billing purposes, to ensure quality of and to improve our Services, and to verify your compliance with these Terms. We may suspend access to the Gelato API without notice if we reasonably believe that you are in breach of these Terms (including in the event of non-payment of an invoice with more than 30 days), in violation of applicable laws and regulations, or if we consider there to be a risk of loss of reputation for us.
4. PRINTING, SHIPMENT AND DELIVERY SERVICES
Upon receipt of an Order through the Gelato API, Gelato will facilitate printing of the User Content and shipping of the Products, as requested in the Order.
We connect independent local printers in a global network. On the basis of the shipping address set out in the Order, we allocate the order to a local printer based on geographical location, machine capabilities, available capacity, and other factors we deem relevant. Orders that include more than one category of Products may be produced at different print facilities (such as due to capabilities, capacity and delivery address) and may therefore be delivered separately.
Through the Gelato API, we will stipulate an estimated delivery time. We will use all reasonable efforts to ensure that the Products are delivered within the estimated timeframe but shall not have any liability if the Products are delivered later. We will notify you as soon as we become aware of circumstances that may cause substantial delay.
The Products will be sent by regular post unless otherwise agreed for each Order. Irrespective of the shipping method, we have the right to choose another carrier and carrier method, provided the quality and delivery time that the carrier and/or the method are of a similar quality and offer a similar delivery time.
If tracked delivery is chosen for the Order (if available), we shall bear the risk of loss and damage to the Products during transportation. If non-tracked delivery is chosen for the Order, the Products will be deemed delivered and title and risk of loss transferred to you upon our delivery of the Products to any common carrier.
We are not obliged to find the correct address of the delivery. If we were not provided with the correct address, and there are multiple residents on that address, we will use reasonable endeavours to deliver, but cannot guarantee the delivery of, the Products to the correct recipient.
You are responsible for performing customs clearance of the Products and for payment of the customs (if any).
5. SUPPORT SERVICES
We shall have no direct agreement with End Customers, nor provide any support or communicate directly with the End Customers unless otherwise agreed with you.
We shall provide technical support to you to troubleshoot issues related to the Gelato API.
Our order and technical support are available by email on the following email address: firstname.lastname@example.org, 24/7. The language of the support will only be available in English.
We otherwise agree to provide reasonable assistance to you and to cooperate with you (and third parties, as requested by you) in a timely manner to resolve issues with Orders (including shipment of Products).
If, in connection with support or otherwise, you provide us with ideas, comments, suggestions or other feedback relating to our Service, all in that feedback, and anything created as a result of that
feedback, are our sole property, and we may use and disclose it for any purpose.
6. SERVICE LEVELS
We shall use all reasonable efforts to maintain the availability of the Gelato API (including the Gelato Platform). We do not guarantee that it will be available, uninterrupted or error-free. If you experience downtime, you shall notify us without undue delay, and you shall provide all reasonably requested co-operation in investigating and resolving any such downtime.
Your API calls are subject to a standard daily limit of 5000 per day, unless otherwise agreed. API calls exceeding the agreed daily limit will not be responded. You are liable for any downtime and any costs and losses caused by API calls that exceed the agreed maximum rate.
We will use all reasonable efforts to avoid having to take the Gelato API (including the Gelato Platform) offline for executing planned maintenance. Should under exceptional circumstances such maintenance nevertheless prove necessary, we will provide as much notice as practically possible and plan such maintenance in a manner and on a date and time to minimize the potential number of affected potential Orders. Should under emergency situations (e.g. in case of force majeure event) unplanned maintenance be necessary that requires the Gelato API (including the Gelato Platform) to be taken offline, we will use resources to keep the required downtime to the absolute minimum.
You acknowledge that the Products are personalized and made specifically for each Order. Once an Order is placed, it cannot be changed or canceled unless otherwise communicated by us to you through the Gelato API for the specific Order.
You acknowledge that the Products, when printed, may vary from the User Content as displayed on-screen, such as do to how computers display colours. Such deviation between on-screen User Content and physical Products that are not due to printing errors shall not be deemed a defect.
If there are defects discovered, such as damage to the delivered Products, errors in the number or quantity of the delivered Products or lack of quality of the delivered Product not caused by lack of quality of the User Content, you should provide us with photographic or other documentary evidence of the existence of a defective Product. If we have not received from you a complaint in writing within 15 days after receipt, we shall have no liability for any defect.
If we agree, or you can substantiate, that there is a defect and that it is not due to the carrier of a non-tracked delivery, force majeure or other circumstances outside our control, then we will, at our option, either provide you with a reprint of the order to the extent required to remedy the defect or offer you with a refund for the defective Products.
The remedies provided for above are your sole remedies for any defective Product, and exclude, to the fullest extent permitted by law, any other remedy available to you (including the End Customer) by law.
8. TERM AND TERMINATION
These Terms become effective on the date that we provide you with a Gelato API Key.
These Terms terminate without further notice if the test period (if any) expires (i.e. when we disable your Gelato Test API Key) unless you are then provided with a Gelato Live API Key.
If you are provided with a Gelato Live API Key, these Terms are effective for consecutive 12-months periods, beginning from the the date when you were provided with the Gelato Live API Key. A party may terminate these Terms by providing a written notice of non-renewal at least 90 days prior to the end of a 12-months period.
A party may terminate these Terms if the other party is in material breach of these Terms and fails to cure that breach within 30 days after receipt of written notice.
Upon termination, you will have no further rights to use the Services. Unless we terminate due to your material breach, we will print and ship Products based on Orders placed before the date of termination.
The following sections will survive termination: Fees and Invoicing, Taxes, Intellectual Property, Confidentiality, No Warranties, Limitation of Liability, Indemnification, Governing Law and Dispute Resolution, Severability, Entire Agreement, and Notice and Contact Information.
9. FEES AND INVOICING
You determine the prices to the End Customers.
You shall pay the fees for our Services. The fees will be (i) as communicated through the Gelato API upon each Order, (ii) as agreed in advance between us; or (iii) as set out in the price list available from time to time on the Gelato Platform. In the event of discrepancy, (i) prevails (ii), and (ii) prevails (iii).
If we have agreed on minimum volume commitments, you are obliged to pay for such minimum volume irrespective of whether the actual number of API requests are below such minimum volume.
Payment may be made by any of the current payment methods as available from time to time (such as credit/debit card, PayPal account, invoice).
When payment is by invoice, we will invoice semi-monthly in arrears. You shall pay all invoices no later than 15 days after the invoice date. Late payments may be charged with interest at a rate equal to the lesser of one and one-half percent (1.5%) per month and the highest rate allowed by law. In the event of late payment, you are responsible for paying any fees and costs related to collection.
You are responsible for all direct and indirect sales and other taxes, duties, local surcharges and the like ("Taxes") levied on you by any applicable law in connection with the Services and for any liabilities or claims brought by any public or governmental authority upon the your use of the Services.
If you are required to make any deduction or withholding on account of any direct or indirect Taxes, duties etc. in connection with any payment to us, then the payment to us shall be grossed up such that the payment received by us is equal to the invoiced amount net of any such deduction or withholding. We will, upon your request, provide a tax resident certificate in order to reduce or eliminate the withholding Tax.
You shall defend, hold harmless and indemnify us from and against all liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to the failure to remit withholding Tax from any payment from you to us or to comply with any other obligations it may have under applicable tax law. You undertake to provide us with original receipts to evidence the deduction of withholding Tax and payment of any Tax on behalf of us to the corresponding public or governmental authority.
You agree to protect the Gelato API Key and not to make it available to any third party.
You are responsible for maintaining the confidentiality of all of the usernames and passwords that you may have received from us to enable your access to the Gelato Platform. You are responsible for any activity that takes place with these usernames and passwords.
We shall both implement and maintain appropriate technical and organisational security measures to protect the data submitted through the Gelato API against unauthorised or unlawful access or use, and to protect such data against accidental or unlawful destruction or accidental loss, damage, alteration or unauthorised disclosure.
The Application shall not represent a risk to the operation of the Gelato Platform. You must protect the Application against unauthorised access and external threats (such as viruses). We may without warning limit the use of, or suspend your access to the Gelato API (including the Gelato Platform) if we reasonably believe that the Application may entail a risk to us or our other customers.
You agree to promptly and no later than 48 hours after becoming aware of it, notify us, of any security breach related to the Application that imposes or is likely to impose a risk of unauthorised access or alteration of the data received through the Gelato API. The notice shall include a description of the nature of the security breach including where possible, the categories and approximate number of data subjects concerned, and the categories and approximate number of personal data records concerned.
12. YOUR OTHER RESPONSIBILITIES
You are solely responsible for your Application and the Application's integration with the Gelato API (including the Gelato Platform). In no circumstances will we be responsible for making any adaptations or modifications to the Gelato API (including the Gelato Platform) in order to facilitate such integration.
You are solely responsible for ensuring that the Application is safe and free of defects in operation and conception, and that it complies with applicable laws, regulations and third party rights.
You shall refrain from using the Gelato API for any other purposes than as set out in these Terms.
13. INTELLECTUAL PROPERTY
The Gelato API and the Gelato Platform, and any documentation concerning such, consist of and contain intellectual property and other material, such as software, trademarks, graphics, texts and functionality, that are proprietary to us or our licensors. You or your End Customers are not granted any rights to such property or material. You agree not to copy, rent, lease, sell, distribute, reverse engineer or create derivatives of such property. You further agree not to, and not to attempt to, modify, alter, tamper with, repair, or reverse engineer any such property.
Gelato may make available certain plug-ins that enable the exchange of User Content and other data between your Application and the Gelato Platform from specified third party software programs installed on the your equipment. Gelato does not license or authorize you to use such third-party software. You must have a separate agreement with the licensor of such third-party software to access and use it.
You acknowledge that the Gelato API and the Gelato Platform may consist of open source software.
You represent and warrant that you or your End Customers own and/or have all required rights to upload, reproduce, create derivative works from, print, distribute and otherwise use the User Content as required for the use of the Services. You grant to us a limited, royalty-free, revocable, worldwide, non-exclusive and sub-licensable right to store, reproduce, create derivative works from, print, distribute and otherwise use the User Content for the sole purpose of providing the Services according to these Terms.
Each party undertakes not to disclose, transfer or otherwise make available to any third-party information received or otherwise obtained in connection with these Terms or the use of the Services, including but not limited to technical information, financial information and User Content. The confidentiality obligation shall however not apply to information that (i) is or becomes part of the public domain through no violation of these Terms; (ii) at the time of disclosure was already known to the receiving party; (iii) is developed by the receiving party independently of the information received or obtained hereunder; or (iv) is rightfully received from a third party not subject to the duty of confidentiality. Further, the confidentiality obligation shall not prevent us from disclosing, transferring or otherwise making available information to any affiliates, officers, shareholders, employees, directors, advisors, or assignees, nor to any sub-contractors or licensors in connection with the provision of Services.
15. NO WARRANTIES
We make no warranties with respect to the Services, including any implied warranties of merchantability or fitness for a particular purpose. We, together with our officers, shareholders, employees, agents, directors, affiliates, assignees, sub-contractors and licensors, is not responsible for any costs, losses or damages caused by (i) force majeure, third party's negligence or other circumstances outside our control; (ii) lack of, delay of, or interruption of access to the Gelato API Platform, (iii) mis-delivery of Products not ordered with tracking; (iv) lack of accuracy, substance, clarity or quality of the User Content; or (v) breach of these Terms, inappropriate or unauthorized use of the Services by you, any individual authorized by you to use the Services, or any End Customer.
16. LIMITATION OF LIABILITY
You are solely responsible vis-à-vis the End Customers. We shall have no liability whatsoever against the End Customers.
We have no responsibility or liability for errors made by the End Customer during the order process.
In no circumstances shall our liability to you extend your liability against your End Customers.
In no circumstances is any of us be liable to the other for any indirect, special, incidental or consequential loss or damage, including but not limited to loss of profit, revenue, business, contracts or anticipated savings or loss of or damage to data.
Without prejudice to the previous paragraphs, each party's total liability per calendar year shall be limited to the fees paid by you to us in the previous calendar year.
The above limitations of liability shall not apply to any indemnity obligations set out in these Terms, or in the event the liability is caused by willful misconduct or gross negligence.
You are solely responsible for (i) handling any third-party claims alleging that the use of User Content, including our printing and shipment of Products following an Order, infringes a third party's right; and (ii) any claims or investigations from government or authorities alleging that the User Content violates applicable law. You shall indemnify and defend us and our officers, shareholders, employees, agents, directors, affiliates, assignees, sub-contractors and licensors against any reasonable costs or losses (including but not limited to damages, fines and legal costs) incurred in connection with any claim or investigation of any kind made by any third party arising from or related to (a) an allegation that the use of the User Content infringes a third party's rights or violates applicable law, (b) you or anyone that you are responsible for use the Services in a manner not authorized by these Terms, or (c) any other breach by these Terms by you or anyone you are responsible for.
We are solely responsible for handling any third-party claims alleging that your use of our Services in accordance with these Terms infringes a third party's right. We shall indemnify and defend you against any reasonable costs or losses (including but not limited to damages, fines and legal costs) incurred by you in connection with any claim or investigation of any kind made by any third party arising from or related to any claim that your use of our Services in accordance with these Terms infringes a third party's rights.
In the event that any third party asserts a claim with respect to any matter for which a part ("Indemnified Party") is entitled to indemnification pursuant to these Terms, the indemnification is subject to that the Indemnified Party (i) promptly notifies the other party (the "Indemnifying Party") in writing of the claim, (ii) allows the Indemnifying Party to control and cooperate with the Indemnifying Party in the defence, (iii) not enters into a settlement without the Indemnifying Party's prior written consent, and (iv) uses reasonable efforts to limit the costs and losses. In each case the Indemnifying Party shall notify the relevant third party that the relevant claims or investigations solely are the Indemnifying Party's responsibility, and not the responsibility of the indemnified party.
**18. PRIVACY **
Where we process personal data while performing the Services, we will act as processor under the direction and responsibility of you, and our Data Processing Terms applies. You shall comply with the personal data protection laws of your country of establishment and of those countries in which you offer your goods and/or services from time to time, in particular when processing and sending personal data to us in the context of using the Services. We shall both implement appropriate technical and organizational measures to protect personal data against misuse. We are not obliged to store or backup data received from you through the Gelato API.
You agree to be identified as a recipient of the Services and to have your name and/or logo used by us and our affiliates in sales presentations, marketing materials and press releases. You also agree to consider Gelato-sponsored webinars and speaking engagements as may be invited by us - the participation, timing and content of which to be mutually agreed.
You will not make any statement regarding the use of our Services which suggests partnership with, sponsorship by, or endorsement by us without our prior written approval.
Unless otherwise approved by us in writing, you will not use or refer to our name, trademark, logo, domain name or any other of our distinctive brand features.
20. SUBCONTRACTING AND ASSIGNMENT
We may subcontract any parts of our rights or obligations under these Terms, such as to printers and distributors. We remain responsible towards you for our subcontractors’ performance.
We may assign our rights and obligations, or any parts thereof, to any affiliate or third party. Notwithstanding the generality of the foregoing, we may assign the right to invoice or otherwise claim payment due under these Terms.
You may not assign (including by way of merger, asset sale, stock sale, or other reorganization) these Terms without our prior written consent, not to be unreasonably withheld.
21. GOVERNING LAW AND DISPUTE RESOLUTION
These Terms shall be governed by the laws of Norway. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Any disputes arising out of or in connection with these Terms shall be finally settled by arbitration in accordance with the International Chamber of Commerce (ICC) Rules of Arbitration. The place of the arbitration shall be the city in which we have our place of business. Unless otherwise agreed, the language of the arbitration shall be English. This arbitration clause shall not prevent us from taking legal action before ordinary courts in your jurisdiction for the collection of payment under these Terms or for the enforcement of our intellectual property rights.
If any provision in these Terms is invalid or unenforceable, then the remaining portions of these Terms will remain in full force and effect.
23. ENTIRE AGREEMENT
These Terms, together with the any order form, data processing agreement, appendices and other agreement between us regarding the Gelato API, form the entire agreement between us with respect to the Gelato API and supersede all prior and contemporaneous oral or written agreements with respect to such subject matter.
24. NOTICES AND CONTACT INFORMATION
When these Terms stipulate “written notice”, email notice suffices.
You may contact us by sending correspondence to that address or by emailing us at email@example.com. Notices may be sent to: Gelato AS, Snarøyveien 30c, 1360 Fornebu, Norway.
GELATO FILE REQUIREMENTS
● Files should be exported as PDF/X-4 using CMYK-only, output intent set to GRACoL 2006
● Fonts should be embedded or converted to outlines
● We require a 4 mm bleed area to be provided (8 mm on the binding side for Wire-O bound products)
● Consider a minimum 4 mm safety area for the text and graphics to reduce cutting issues (8 mm on the binding side for Wire-O bound products)
● Do not add crop marks, color bars, etc. our platform takes care of this automatically (will be added with the pdf preset or once you place an order)
● For files with more than 4 pages, please export it as separate pages, not spread
● Images should have a resolution of at least 300 dpi
● Black and Grey tones: we recommend using solid colours (one channel colour, e.g. C0 M0 Y0 K70)
● We recommend flattening all transparencies in the print ready file
● Rich black: preferred mixture 60 60 60 100 – total 280 (for large elements and texts)