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This document sets out the terms and conditions on which Lads Store Limited, a company registered in England and Wales with company registration number 8583680 whose registered office is at Mabgate Business Centre, 99 Mabgate, Leeds, LS9 7DR (“us”, “we” or “our” in these terms and conditions) agrees with you (“Artist”) to facilitate and arrange, as your agent and on your behalf, the following services (“Services”) in relation to artwork and/or designs provided to us by you (“Your Art”):
(a) printing of Your Art on such goods as we may agree between us (“Merchandise”) by third parties procured and appointed by us on your behalf as your agent;
(b) marketing and sale of Merchandise via our portfolio of storefronts (“our Website”) using the processes set out on our Website;
(c) delivery to end customers of Merchandise purchased by them;
(d) pre-sale and post-sale end customer support to the extent determined by us in our discretion (acting reasonably); and
(e) such further ancillary services that may be agreed between us.
To the extent that we may print Your Art on Merchandise (rather than us appointing a third party manufacturer as an agent on your behalf to perform such services) then we will do so as a contracted manufacturer directly appointed by you but such services shall nevertheless fall within the definition of Services for the purpose of these Conditions.
“You” or “your” shall mean the person, organisation or company who enters into a contract for the provision of any of the Services with us, subject to these terms and conditions (“Conditions”).
1. Contract Between Us
1.1 When you submit Your Art to us, you will be asked to confirm your acceptance of and agreement to these Conditions. You should take the time to read and understand these Conditions before confirming your acceptance of them. Clicking “I Accept” when prompted to do so will create a contract between us (the “Contact”) for the provision of the Services, upon and subject to these Conditions. These Conditions apply to the Contract to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.2 We may provide you with a password so that you can log in to your account on our Website from time to time. You will keep your password confidential and will not share it with anyone or allow anyone else to access your account. You are responsible for all actions made on our Website using your password, whether those actions were approved by you or not.
1.3 In entering into the Contract with us, you represent and warrant to us that:
1.3.1 you are legally capable of entering into binding contracts and are aged over 18; and
1.3.2 you are contracting with us in the course of your business/profession and not as a consumer.
2. Your Art
2.1 As between you and us, all copyright and other intellectual property rights that may exist in Your Art shall remain vested in you.
2.2 You hereby grant to us a non-exclusive royalty free sub-licensable worldwide licence to use Your Art (and all copyright and other intellectual property rights that may exist in it) as may be reasonably required in order to provide the Services to you.
2.3 At all times during the duration of the Contract, you represent and warrant to us that:
2.3.1 all copyright and any other intellectual property rights that may exist in Your Art are owned by you and you have full right and title to use, reproduce and deal with Your Art on and in relation to the any of the Merchandise, and you have the right to grant to us the licence described in clause 2.2 above.
2.3.2 Your Art and any other information or other materials that you may upload onto our Website will not infringe the intellectual property rights or other rights of any third party.
2.3.3 all information, representations of Your Art or other materials that you upload, publish or display on our Website and/or on the Merchandise are accurate, not misleading, and are in compliance with all applicable laws;
2.3.4 you will not breach, infringe or make unauthorised use of any third party rights (including without limitation intellectual property rights) on any materials that you upload to our Website or otherwise in relation to your use of our Services;
2.3.5 Your Art and your use of our Website will comply with all applicable laws.
2.4 In addition to and without prejudice to our rights to terminate the Contract as set out in these Conditions, we reserve the right in our absolute discretion to remove any content or material that you may have uploaded to our Website, and/or any of Your Art/Merchandise, if such content/material is in breach of any of the warranties in these Conditions, or if we receive notice from any third party that such material infringes any of their rights. If we do so, we shall not be obliged to reinstate such material on our Website (or re-commence sale of your Merchandise) until we are satisfied (acting reasonably) that you are not in breach of any of the warranties in these Conditions
2.5 You must not use any of our trade marks in connection with anything other than our Website or in a manner which is or may be confusing, misleading or deceptive or which may bring our name or business into disrepute (in our reasonable opinion).
3. Our website
3.1 We do not guarantee that access to our Website will be uninterrupted or free from errors or viruses. In particular, you acknowledge that it is the nature of the internet that outages and downtime may be caused by factors beyond our reasonable control for which we cannot be held liable.
3.2 We do not warrant that any representations of Your Art which you may upload to our Website will be protected against loss, misuse or alteration by third parties or that such representations will be available or shown on our Website at all times.
3.3 Any information or data that you send to us is sent at your own risk and expense.
3.4 At all times during the duration of the Contract, you represent and warrant to us that in relation to your use of the Services and of our Website, you will not:
3.4.1 impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity (including us), or express or imply that we endorse any product;
3.4.2 interfere with or disrupt the operation of our Website or the servers or networks used to make our Website available; or violate any requirements, procedures, policies or regulations of such networks;
3.4.3 transmit or otherwise make available in connection with our Website any virus, worm, Trojan horse or other computer code that is harmful or invasive or may or is intended to damage the operation of, or to monitor the use of, any hardware, software, or equipment;
3.4.4 reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purposes, any portion of or access to our Website,
3.4.5 frame or mirror any part of our Website without our express prior written consent, or create a database by systematically downloading and storing content from our Website.
4. Sale of merchandise
4.1 You acknowledge that in providing the Services, we act as an agent on your behalf (save to the extent expressly agreed otherwise in these Conditions). You acknowledge that we are not and will not be a party to any contract that may come into existence between you and any purchaser of Merchandise featuring Your Art, or between you and any third party manufacturer of Merchandise. We will not be liable for any loss or damage suffered by you as a result of your dealings with any person (whether legal or natural) that you come in to contact with through our Website or with whom we may otherwise procure a contract on your behalf. You will indemnify us against all costs, loss, claims, damages and expenses that may arise out of your dealings with such persons.
4.2 We do not warrant that you will sell any particular amount of Merchandise through our Website.
4.3 We will seek to obtain orders for your Merchandise via our Website. We shall sell Merchandise on your behalf on our Website using the Terms & Conditions of sale shown on our Website from time to time. We shall notify you of the sale price at which we intend to advertise your Merchandise for sale on our Website, and shall not make material changes to such prices without consulting you first.
4.4 We shall market your Merchandise on our Website and, in our entire discretion, may also advertise and promote your Merchandise on online shops such as eBay and such other channels as we may determine in our absolute discretion. We reserve the right to levy further charges for promotion of your Merchandise on any channel, website or other media, other than our Website.
4.5 Once an item of Merchandise has been purchased by an end customer on our Website, we shall either manufacture the relevant product ourselves and apply Your Art to it pursuant to the licence you have granted to us in these Conditions (as an independent contractor to you) or (as your agent) procure the manufacture of the relevant merchandise by a third party manufacturer on your behalf. Your licence to us to use the copyright and other intellectual property rights in Your Art shall be sub-licensable for this purpose.
4.6 We shall, as agent on your behalf, facilitate the delivery to end customers of Merchandise ordered by them. We shall, as agent on your behalf, facilitate payment to any third party manufacturers, haulage contractors/couriers and other third party service providers reasonably required and engaged by us on your behalf in order to facilitate the Services, and you authorise us to make payment to them out of the funds that we have received from end customers for the sale of your Merchandise. For the avoidance of doubt, we shall not be obliged to pay any such third party service providers out of our own funds.
4.7 If we receive any Merchandise back from end customers which is not faulty, we reserve the right to either seek to resell such Merchandise or, use such Merchandise as promotional items.
4.8 If we receive any Merchandise back from end customers which is faulty, we may destroy or dispose of the same in our discretion without any liability to you.
4.9 For the avoidance of any doubt, nothing in this Contract shall prevent us from marketing and/or selling artwork by artists whose art may be similar to that of your own.
4.10 Where Merchandise is manufactured by us, title and risk in the relevant products will pass from us to the end customer in accordance with the standard terms and conditions of sale on our Website. Where products are manufactured by third party manufacturers, title and risk will also pass to the end customer in accordance with the terms and conditions of sale on our Website, but prior to this shall pass from the manufacturer to you, or direct from the manufacturer to the end customer, without passing through us in accordance with the agreement that we have procured on your behalf and as your agent with the said manufacturer.
5.1 We shall notify you following the end of each calendar month of the number of transactions, and the sales price of each transaction, of your Merchandise in the immediately preceding month, in a statement (the “Statement”). The Statement shall include an estimate of the sums due to be paid to you as a result of the said transactions.
5.2 Following submission to you of the Statement, we shall endeavour to generate (as agent on your behalf) an invoice (in a form suitable for VAT purposes) for the sum due to you as set out in the Statement, and shall deliver the same to you. To the extent that we are unable (or consider ourselves unable, acting reasonably) to generate and deliver an invoice on your behalf as aforesaid, we reserve the right to require you to generate and deliver to us an invoice for the sums due to you as set out in the Statement (in which case we shall not be obliged to remit such sums to you until you have sent the invoice to us, although we may do so in our discretion).
5.3 We shall be entitled to retain a commission for the provision of our Services that is equal to the sale price of each item of Merchandise sold via our Website, less:
5.3.1 any third party manufacturing, delivery or other service provider costs, which you authorise us to retain and remit to the relevant third party providers on your behalf in accordance with clause 4.6 above;
5.3.2 VAT and any other sales tax, which you authorise us to retain and deal with in accordance with clause 10.6; and
5.3.3 The fixed payment to you of 12.5% of the price paid (less any VAT or other sales tax applicable to the price) for each item of Merchandise by the relevant end customer (the “Artist Sale Proceeds”).
5.4 We shall remit the Artist Sale Proceeds to you within 30 days of the end of the month in which the relevant sale was made via our Website. For the avoidance of doubt, Artist Sale Proceeds shall not be payable to you for any sale of Merchandise in relation to which the end customer receives from us (as agent on your behalf) a refund of the sale price (whether because the Merchandise is faulty or because the end customer has exercised their right to cancel the transaction pursuant to applicable law, or otherwise).
5.5 We reserve the right to set a minimum payment amount to you each month, which we shall seek to agree with you. If the sum of money in any one month to be remitted to you is less than the minimum amount that we may set from time to time, we shall retain such amount in our account until the next following month in which the total sum owing to you exceeds the minimum payment amount.
5.6 We shall collect and hold on your behalf in a separate client bank account all monies due to you in respect of sales of Merchandise. We shall transfer the Artist Sale Proceeds to you in accordance with the provisions of this clause, but shall not be obliged to account to you for any interest earned on credit balances from time to time in that account.
5.7 You shall ensure that contact details and the bank account details that you provide to us remain correct throughout the term of the Contract. We shall not be liable for any loss you may suffer as result of you providing incorrect contact or bank account details or failing to update us of any new details.
6. Other provisions
7. Termination & related Rights
7.1 We may terminate this Contract upon 7 days’ notice but without liability to you where you are:
7.1.1 in breach of any of the provisions of these Conditions; or
7.1.2 in breach of any of the Other Provisions;
7.2 Without prejudice to our rights to terminate the Contract, we reserve the right to immediately remove Your Art and any Merchandise if we reasonably suspect at any time that you have breached any of the provisions of this Contract.
7.3 You will submit the information that is requested from you in our online application form and we reserve the right to suspend provision of the Services if you fail to do so or if you supply any incorrect, misleading or inaccurate information.
7.4 You or we may terminate this Contract immediately upon notice but without liability where the other party has an administrator, receiver or administrative receiver appointed in relation to it or is otherwise unable to pay its debts as they fall due.
7.5 You or we may terminate the Contract without cause on not less than  days’ written notice to the other.
7.6 Upon termination of the Contract by either party for any reason, we shall be permitted to complete any transactions in progress in relation to Merchandise, and we shall do so upon the terms of these Conditions.
8.1 Except in the case of fraud, or death or personal injury caused by our negligence, our liability under or in connection with this Contract, whether arising in contract, tort, negligence, breach of statutory duty or otherwise shall not exceed the higher of £10,000 and the total value of all Artist Sale Proceeds remitted to you by us in the period of 12 months immediately preceding the date on which the relevant liability arose.
8.2 We shall not be liable to you in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of nature whatsoever incurred or suffered by you of an indirect or consequential nature (including without limitation any loss of business or goodwill).
9.1 You shall indemnify us, and keep us indemnified from and against all loss, cost, claims, damages, liability and expenses that may arise directly or indirectly out of any breach by you of any clause of this Contract.
We may amend these Conditions from time to time and, if we do so, we will ask you to accept the new Conditions. If you do not want to accept the new Conditions you must notify us in writing, in which event either we or you may terminate the Contract on notice.
Subject to the following sentence, neither you nor we may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Contract without the prior written agreement of the other Party. Either you or we may, however, assign and transfer all its rights and obligations under this Contract to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the non-assignee to be bound by the obligations of the assignor under this Contract.
10.3 Entire Agreement
These Conditions and the Other Provisions contains the whole agreement between us and you in respect of the Services (save for any further terms applicable to any contract manufacturing/printing that we may perform for you) and supersedes and replaces any prior written or oral agreements, representations or understandings between us and you relating to the Services. We and you each confirm that we have not entered into this Contract on the basis of any representation that is not expressly incorporated into this Contract. Nothing in these Conditions and the Other Provisions excludes liability for fraud.
No failure or delay by us in exercising any right, power or privilege under this Contract shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Contract are cumulative and not exclusive of any rights and remedies provided by law.
10.5 Law and jurisdiction
The validity, construction and performance of this Contract shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which you and we submit.
You shall be entirely responsible for payment of all taxes properly payable by you in relation to your activities as contemplated by the Contract, and for all reporting responsibilities to the relevant authorities. This clause shall be without prejudice to any obligation that we may have to collect and remit to HMRC any VAT on your behalf in relation to sales of Merchandise.