This agreement sets forth the legally binding terms and conditions for your use of the website, whose primary home page is currently identified by the URL http://artistii.com (the “Site”), and services (the “Service”) provided by Artistii.
By registering as a Seller and use the Service in any manner, you agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE OR ACCESS OUR SERVICE.
Last update: August 25, 2016
THIS AGREEMENT IS BETWEEN YOU AND DOUBLE I VENTURE LTD. REGISTERED AT 20-22 WENLOCK ROAD, LONDON N1 7GU, ENGLAND (“ARTISTII”).
As used in this Agreement, the following terms have the following meanings:
“Approval Email” means the email, sent by us to you, where Artistii inform you that you have the necessary requirements and can sell on Artistii.
"Artistii Transaction Information" means, collectively, Order Information, and any other data or information acquired by you or your affiliates from Artistii, or otherwise as a result of the Agreement, the purchases or transactions contemplated hereby or the Parties' performance hereunder.
“Buyer” means a party which acquires, or agrees to acquire, ownership in exchange for money or other consideration under a contract of sale.
"Content" means copyrightable works under applicable Law and content protected by database rights.
“Currency Exchange Reference” means the online reference service used by The Site to automatically convert currencies in real time, namely the European Central Bank.
"Elected Currency" means the currency that You select with Us to be paid in, provided that it is supported by TransferWise (refer to the list of TransferWise currencies at https://transferwise.com/support/customer/portal/articles/1569835-supported-currencies) or PayPal (refer to the list of PayPal currencies at https://www.paypal.com/multicurrency).
"Excluded Products" means the products or items that Artistii do not explicitly approve.
“Handmade items” are items that are made by you, the artisan.
"Intellectual Property Right" means any patent, copyright, Trademark, domain name, moral right, trade secret right or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
"Launch Date" means the date on which Artistii first list one of Your Products for sale on The Site.
"Law" means any law, ordinance, rule, regulation, order, licence, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction.
“Net Price” means the price You request for the Product excluding any taxes that are due by You and excluding VAT.
"Order Information" means, with respect to any of Your Products sold through The Site, the order information and shipping information that Artistii provide or make available to you.
"Our Refund Policies" means the return and refund policies contained in the Terms and Conditions, published on Our Site and applicable to Your products sold through Us via The Site.
“Parties” means the persons who are directly involved or interested in this contract.
“Payment Account” is any PayPal or bank accounts which You indicate as the destination of payments that are due to You
"Product Application Information" means specific details about Your Product that will be used to assess approval, suitability, to display on The Site, to perform the promotion and sale.
"Programme Policies" means all terms, conditions, policies, guidelines, rules and other information applicable on The Site.
"Sales Price" means the total gross amount payable or paid by the End User for Your Product including VAT where applicable. It may include currency processing fees, payment processing fees, transportation costs. It does not include other taxes and/or customs duties.
"Sales Proceeds" means the amount paid to You by Artistii, covering the Net Price and any VAT amount and reimbursement, where applicable, that you are due to collect.
“Seller” means a party that makes, offers or contracts to make a sale to an actual or potential buyer.
“Service” means the set of Services that Artistii provides to You in helping you to reach the Buyer audience and make sales, including, but not limited to, Products listing on The Site, payment and shipping Service.
"Shipment Information" means, with respect to any of Your Products, the information relevant to the shipping process, including but not limited to the estimated or promised shipment and/or delivery date, volume and weight of the parcel, cost, the service supplier.
"Site” means that website, whose primary home page is currently identified by the URL http://artistii.com, which is used to perform the promotion and sale of the Products, and through which the purchase by the Buyer will be performed.
"Taxes" means any and all value added, sales, use, excise, import, export and other taxes and duties assessed, incurred or required to be collected or paid for any reason (i) in connection with any advertisement, offer or sale of products or Service by you on or through or in connection with the Service, (ii) in connection with any products or Service provided for which Your Products are, directly or indirectly, involved as a form of payment or exchange, or (iii) otherwise in connection with any action, inaction or omission of you or your affiliates, or any Persons providing products or Service, or your or their respective employees, agents, contractors or representatives, for which Your Products are, directly or indirectly, involved as a form of payment or exchange.
"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured data or any other formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.
"Trademark" means any trademark, service mark, trade dress, trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under any Laws.
"URL Marks" means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, co.uk, .de, .es, .edu, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com).
“User” means a person who uses our Service.
"Your Materials" means all of Your Technology, Your Trademarks, Your Content, Your Product information, data, materials, and other items or information provided or made available by you or your affiliates to Us or Our affiliates.
"Product" means any product that is made available for listing for sale, offered for sale or sold by you through Our Service.
"Your Sales Channels" means all the sales channels and other means through which you or any of your affiliates offer or sell products, other than physical stores.
"Your Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.
"Your Transaction" means any sale of Your Product/s through the Site.
1. ARTISTII’S ROLE
Double I Ventures (Limited Liability Company) has its registered office at 20-22 Wenlock Road, London N1 7GU, England and is registered with the Companies House Register for England and Wales under No. 8775041.
Artistii’s role is to provide an environment where selected, high quality handmade crafts artisans can sell their products to a wide international audience, and where art passionates can meet. Artistii is not involved in any underlying sales transaction between any Seller and Buyer. In this limited capacity, We are neither the Buyer nor the Seller of the items You offer for sale and are not a party to the sales contract. Artistii will not mediate disputes between Buyers and You or enforce or execute the performance of any sales contract. Artistii’s Role is limited to providing the Service to You, related to the facilitating of Your business. Artistii is not a fiduciary or trustee of either the Buyer or You. Artistii do not guarantee payments for or on behalf of any Buyer. Notwithstanding the foregoing, Artistii serves as the limited authorised payment collection agent of the Artisan for the purpose of accepting, on behalf of the Artisan, payments from Buyers of such amounts stipulated by the Artisan according to the end price formation rules explained further below.
2. ENROLMENT PROCESS
2.1 Age. Use of the Service is limited to individuals who are 18 years and older, who can lawfully enter into and form contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful.
2.2 Compliance. You agree to comply with all local laws regarding online conduct and acceptable content. You are responsible for all applicable taxes. In addition, you must abide by Artistii's policies as stated in the Agreement and the Artistii policy documents listed below (if applicable to your activities on, or use of, the Service) as well as all other operating rules, policies and procedures that may be published from time to time on the Site by Artistii, each of which is incorporated herein by reference and each of which may be updated by Artistii from time to time:
In addition, some Service offered by Artistii may be subject to additional terms and conditions promulgated by Artistii from time to time; your use of such Service is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.
2.3 Process. To begin the enrolment process, you must complete the registration process.
The registration will be effective only after approval by Artistii.
ARTISTII IS NOT OBLIGED TO ACCEPT AN ENROLMENT IF, AT ITS SOLE DISCRETION, THE SELLER’S APPLICATION IS CONSIDERED TO NOT COMPLY WITH THE ARTISTII POLICY ABOUT THE KIND OF PRODUCTS ON SALE, ORIGINALITY, SUITABILITY TO THE MARKET, POSSIBILITY TO IMPORT/EXPORT/DISTRIBUTE ACCORDING TO THE LAWS AND TO THE AVAILABLE SHIPPING MEANS, AND QUALITY CHECK; OR BUSINESS OR COUNTRY DOES NOT COMPLY WITH EU OR UK REGULATIONS.
Artistii may, in its sole discretion, refuse to offer access to or use of the Service to any person or entity and change its eligibility criteria at any time.
2.4 Password: Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify Artistii of any unauthorized use of your password or any breach of security. You also agree that Artistii cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party without Artistii's express written permission. Artistii will never request your password from you, either electronically or by other means, apart for the sole purpose of supporting your with your account.
2.5 Account Information: You must keep your account information up-to-date and accurate at all times, including a valid email address. To sell Products on Artistii you must provide and maintain valid payment information such as a valid PayPal or bank account.
2.6 Account Transfer: You may not transfer or sell your Artistii account and User ID to another party. You are responsible for all activity of the account and User ID. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.
2.7 Suspended or inactive account. Artistii's Services are not available to temporarily or indefinitely suspended Seller accounts. Artistii reserves the right, in Artistii's sole discretion, to cancel unconfirmed or inactive accounts (please read TERM AND TERMINATION paragraph below).
3. ARTISAN’S PAGE
We will be hosting, and help you maintain Your personal Artisan’s page. You will need to provide Artistii information about Your business, such as You would like Us to represent You, Your activity and Your Products. As a guide to help you create your story, you may want to include:
The story of Your business
How You developed the original concept behind Your designs
How You have grown and developed Your business
The process You follow to craft Your Products
What workspace, tools, and equipment You use
What kind of expertise you bring to Your business
The stages of Your design and prototype process
4. LISTING CONTENT
4.1 Product conformance. You ensure that You can legally sell Your Products and that You and all aspects of these Products comply with Artistii’s published policies.
You will also ensure that your products (including packaging) comply with all applicable Laws (including all minimum age, marking and labelling requirements) and do not contain any sexually explicit (except to the extent expressly permitted under this Agreement), defamatory or obscene materials. You must provide, in the format Artistii requires, accurate and complete product information for each product that you make available to be listed for sale through the Site and promptly update such information as necessary to ensure it at all times remains accurate and complete.
4.2 Product listing. Your listings may include text descriptions, graphics, pictures, videos and other content relevant to the sale of your Products. All listing information must be original and Yours (eg: no stock photos).
If the "in stock" quantity is more than one, all the Products in that listing must be identical. Possible deviations can be accepted by Artistii as long as they are thoroughly explained, for the purpose of ensuring the Buyer is aware of such deviations at the time of purchase and thereby confirm their acceptance.
Each unique Product must have its own listing. By applying to list Products that cannot be reproduced You give Artistii exclusive right to sell the Products. In case You sell the Products intended for sale through Us to some third party while not involving Us, You are liable to cover a de-listing fee for the product (see Appendix A). Artistii may recover this cost from subsequent sales of your products at its own discretion. No de-listing fee is due if You are able to reproduce a Product in reasonable time.
If the Products can be personalised according to customer requirements then a stock quantity does not apply, and the raw material You provide for publishing must include a clear description of the nature of the Product with sample pictures, the customisation possibilities available, and the average time for production. You also agree to autonomously contact the customer through the communication means that Artistii will define or provide, follow the process of understanding customisation requirements, and eventually provide Artistii a list of essential characteristics of the end product (including Your final Net Price that We will present to the customer) that will bind all parties.
In case You are not able to communicate to the customer without a translation, Artistii may be able to help you with finding a means of translation support. Fees may apply (see Appendix A).
Your description as a Seller and of Your Products are reviewed by Artistii before they are published, and Artistii may refuse to list any of Your Products at its own discretion. In case Artistii agrees to publish your Product(s), Artistii will provide a support service for drawing up and formatting Your listings both as Seller and product page at no cost to You (within reason).
4.3 Stock updates. You agree to promptly notify Artistii about stock quantities for any of Your product listed on the Site. Failure to do so may cause the suspension of Your account, at Artistii’s sole discretion (See Terms and Termination paragraph below).
4.4 Handmade. All the Products listed and sold on Artistii must be handmade by You or those under your supervision. It may be asked to provide proof of how Your items are made and who is making them. Reselling items You do not make is not allowed as part of this Agreement. Factory made, mass-produced items will not be accepted on Artistii.
4.5 Ratings and feedback. Artistii may use mechanisms that rate, or allow shoppers to rate Your Products and/or your performance as a Seller and Artistii may make these ratings and feedback publicly available.
Artistii may re-organise or rephrase the textual content you provide, for the purpose of clarity, corrections (such as translation improvements, grammatical correctness, layout requirements…). Artistii pledges to do this in good faith, to not alter unduly your original meaning, and may do this without notifying you. You agree to this, but retain the right to request Artistii to put back content as you desire.
4.7 Sales price. You acknowledge that the Sales Price for the Buyer will include further costs and fees from Yours, that will be withheld, at the completion of the transaction, by Artistii as a refund for the costs and fees incurred in order to perform the Service.
Where the price is determined and paid in a currency other than Euro or the British Pound, the price set by You must include the costs of currency conversion. Currency conversion between Euro and British Pounds is provided free of charge. The currency exchange rate is fixed at the day of the end customer payment authorisation.
4.8 Binding Sale. All sales are binding after your implicit or explicit acknowledgement. If you receive a purchase request (order) you are obligated to complete the transaction with the Buyer in a prompt manner, unless there is an exceptional circumstance that you must promptly report.
4.9 Prohibited, Questionable and Infringing Items and Activities. Your Content and your use of the Service shall not:
Be false, inaccurate or misleading
Be fraudulent or involve the sale of illegal, counterfeit or stolen items
Infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy
Violate this Agreement, any site policy or guidelines, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising)
Involve any countries, entities, individuals or items prohibited by sanctions, embargoes, regulations or orders administered by any government agencies
Contain items that have been identified by the EU Regulations as hazardous to consumers and therefore subject to a recall
Host images not part of a listing
Be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including Our staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device
Be obscene or contain child pornography
5. FINANCIAL TERMS
5.1 Payment method.In order toreceive payments, You must set up and provide an active and working Payment Account to Artistii, in a currency that is supported for receiving payments by Transferwise (for bank accounts) and/or PayPal (for PayPal accounts). A valid Payment Account is one of the requirements to complete the enrollment process.
5.2 Fees. Joining and selling your products on Artistii is free. When your item is sold and Artistii receives the payment for this item, Artistii withholds a fee for the provision of the Service, included in the final price paid by the Buyer, which is added to the Net price you provided for the item. The Fee is fixed as a percentage amount (see Appendix A). Other applicable reimbursements will be added up and withheld as well for the coverage of transaction costs, for example, but not limited to, shipping costs and Payment processing fees (such as in Paypal User Agreement). You hereby irrevocably authorise Artistii to withhold any fees or other amounts due in relation to Your use of the Service while keeping intact the Net Price payable to You, in accordance with this Agreement.
Artistii reserves the right to change the Fee. Changes to the Fee are effective after Artistii provides you with at least fourteen (14) days' notice by posting the changes on the Site.
In no case a change in fees will impact the Net Price payable to You.
5.3 Payment Process. The order will be completed when Artistii collects the payment from the Buyer. Artistii will automatically deduct its Fee from the gross selling price when a Buyer completes an order.
Transfer to the Payment Account You provided will be made of the amount of funds equivalent to the Net Price that You set for the Product, plus any VAT amount, if applicable, collected on Your behalf from the buyer and as due according to applicable laws, less any money conversion fee that the Payment Service may charge if the Net Price is expressed in a Currency other than Euros or British Pounds. The Net Price will remain fixed in terms of Your Elected Currency chosen to express it. The exchange rate is fixed at the time the Buyer commits to the purchase.
The funds transfer to You will be done after You or the courier collecting the goods from you provides a valid Proof of Shipping. After shipping, We will send Our sales invoice for our service to You, as well as data You will need to issue a Sales invoice to the Customer.
You agree to complete all transactions originating from Artistii through Artistii, not deal directly with the Buyer, invite the Buyer or support a Buyer request to a direct purchase, such as to pay You directly or through payment methods not supported by Artistii, or direct users to complete the transaction on other sites or Services.
Once a customer has committed their purchase, You are not allowed to request any variation in costs for this order. The Buyer should have the full cost upon checkout, besides import duties and other local fees, where due, which are beyond Your, or Artistii’s remit and/or ability.
5.4 Taxes. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding Your use of the Site and any Artistii Service.
Because all transactions conducted on Artistii are between Seller and Buyer, all the obligations about taxes, other than VAT, are the responsibility of the Seller. VAT is computed, collected and routed to You by Artistii, when applicable. You must declare if You are VAT registered in your country, and provide notification about change of Your registering status at least 10 days in advance.
The Seller shall ultimately determine whether any taxes, of any type whatsoever, are due or payable as a result of Seller’s sale of any item to a Buyer, and to pay such taxes to the appropriate governmental authority. The Seller indemnifies and holds Artistii harmless from any and all claims for taxes (including any penalties and interest thereon) which arise out of or relate to the sale of any item via Artistii, and for all of Artistii’s cost and legal expenses which are incurred in connection with any such claims.
6. SHIPPING AND HANDLING
6.1 Shipping by Artistii. Artistii offers a delivery service (“Artistii shipping service”) via designated shipping partner/s (“Courier”). Artistii will determine shipping and handling charges, as the result of negotiation with Courier/s, the source and destination countries for the Transaction, the Product’s dimensions and weight, and any other element that the courier may take in account for the shipping service price formation. In typical conditions, the courier will be sent at Your designated collection point for the pick up, and the cost will be charged to the Buyer at no cost to You. You will ensure that all Items are properly packaged for protection against damage and deterioration during shipment. In the case of any improperly packaged or labelled Item, the Buyer may return the Item to you at Your expense (see “Delivery Errors and Nonconformities” below). It is your duty to attach the shipping label/s, and proper documentation containing all required data for shipping and import/export purposes according to Artistii's indications.
6.2 Shipping by You. You may as well propose to Artistii a shipping service You are willing to use for local or international shippings from Your location.
For those of Your Products sold on or through Artistii that are not shipped using the Artistii shipping service, you will determine shipping and handling charges, that will be shown to the end Buyer as an option possibly in parallel to the ones provided by Us; You will pay for the service in case it is chosen by the Buyer and You will be reimbursed for the shipping cost, that will be added to the Sales Proceeds.
6.3 Delivery Errors, Defects and Non conformities. You are responsible for any non-performance, non-delivery, misdelivery, theft or other mistake or act in connection with the delivery of Your Products, except to the extent caused by Artistii’s failure to make available to you Order Information as it was received by Artistii or resulting from address verification.
You are responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products or other products provided in connection with Your Products.
You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products or other products provided in connection with Your Products.
7. REFUNDS AND RETURNS
You will accept and process returns of, and provide refunds and adjustments for, Your Products in accordance with applicable law and this Agreement in force at the time of the applicable sale, and you will calculate and refund any associated taxes required to be refunded. You will be liable to refund the shipping costs as well as prescribed by law. You will be liable to refund the return shipping costs as well only if the Product is returned due to a defect. Provided that the returned item is not defective, Artistii may, at Its sole discretion, decide to manage the return procedure on Your behalf and resell the item for your benefit. Even in this case, You will be anyway liable to refund the former Transaction’s forward shipping costs if Artistii asks You so. Artistii has no obligation to accept any returns of any of your Products.
You may ask to appoint some of Your products as Non Returnable. Artistii may, at Its sole discretion, agree on the Non Returnable characteristic of the item according to the applicable law (e.g. in case the item is crafted with special features customised for the Buyer), and Artistii will publish this information on The Site for the Buyer to know and understand. You will be allowed to reject return requests on Non Returnable not defective items. Artistii may compensate any amount involved in refunds with policies described in this paragraph as described below (“Collection Rights”).
8.1 Term. This Agreement shall commence upon the time You receive Artistii Approval email and shall continue until terminated in accordance with the terms of this Agreement.
8.2 Termination by You. Unless otherwise agreed in writing by You, You may terminate this Agreement at any time by contacting our Artistii’s Seller support team to close your Account. If You terminate Your use of Our Service, you are electing to terminate this Agreement, and Artistii will close Your Account. Upon closure of Your Account, any pending transactions will be cancelled. You must still deliver any product which has been confirmed by You, either in answer to an explicit communication or through any agreed automatic product availability criteria, to the Buyer, and provide proper return handling as stated above. Any funds that Artistii is holding at the time of closure, less any amounts owed to Us or not available for disbursement pursuant to this Agreement, may be transferred, assuming all withdrawal-related authentication requirements have been fulfilled (for example, you may not close your Account as a means of evading disbursement restrictions). Artistii shall retain all history and content pertaining to Your activity through Us for at least the statutory required time.
8.3 Suspension or Termination by Artistii. Except as otherwise agreed in writing, Artistii may terminate the Service and this Agreement, for any reason at any time by providing 30 (thirty) days prior written notice to you. Without limiting the foregoing, Artistii may suspend the Service and block access to Your Account, publication of Your Products, and sales if (a) You have violated the terms of this Agreement, (b) Artistii determines that you pose an unacceptable risk to Us, (c) You provide or have provided false, incomplete, inaccurate, or misleading information (including without limitation any registration or stock quantities information) or otherwise engage in fraudulent or illegal conduct, (d) Artistii has security concerns regarding Your Account, including Your Credentials, or (e) Artistii suspects unauthorised or fraudulent use of Your Account or any payment information in your Account. In such cases Artistii will inform You of the suspension of Your Account and the reasons for it, where possible, before the suspension and at the latest immediately thereafter, unless Artistii determines that giving such information would compromise security measures or is prohibited by applicable law. Artistii will reactivate Your Account or Credentials, or replace it or them, as applicable, once Artistii has resolved the reasons for suspension. You must notify Us through the Contact Us page on the Site if you wish to request Us to reactivate your Account.
8.4 Effect of Termination. Upon termination of this Agreement, any outstanding payments shall be paid by Artistii to You within 30 business days of the termination date, and any outstanding debit balance shall be paid by You to Artistii within 30 business days of termination of this Agreement. All payments are subject to recovery for Charge-backs. Upon termination of this Agreement, any permissions granted under this Agreement will terminate. Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party's rights under this Agreement that accrued prior to termination.
9. RESOLUTION OF DISPUTES AND RELEASE
9.1 Disputes with Artistii. This agreement and any dispute or claim arising out of or in accordance with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the Parties and their respective successors and assigns.
9.2 Disputes with Users or third parties. In the event a dispute arises between You and another User or a third party, Artistii encourages You to contact the User or third party to resolve the dispute amicably.
If a Buyer and a Seller are unable to resolve a dispute resulting from a transaction that occurs on Artistii, the case can be escalated for review and resolution by Artistii. Artistii, without any obligation, may provide its dispute resolution process for the benefit of users. To the extent that Artistii attempts to resolve a dispute, Artistii will do so at its sole discretion, in good faith, based solely on Artistii's policies. Artistii will not make judgments regarding legal issues or claims. You release Artistii from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with disputes with one or more users, or a third party.
10. BREACH AND UNTOWARD CONDUCT
Without limiting other remedies available, Artistii may, without prior notice, limit your activity, immediately remove Your item listings, issue a warning, temporarily suspend, indefinitely suspend or terminate Your membership (without refunding any fees) and refuse to provide Our Service to You if:
(b) Artistii is unable to verify or authenticate any of Your Information; or
(c) Artistii believes that your actions may cause financial loss or legal liability for You, Artistii’s users or Artistii.
You release Us and agree to indemnify, defend and hold harmless Artistii against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys' fees) (each, a “Claim”) arising from or related to: (a) Your actual or alleged breach of any obligations in this Agreement; (b) any sales channels owned or operated or used besides Artistii by You, Your Products (including the offer, sale, fulfilment, refund, cancellation, return or adjustments thereof), any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto; (c) any liabilities which Artistii may incur as a result of acting with reasonable care and skill within the scope of its authority under this agreement; or (d) your Taxes or the collection, payment or failure to collect or pay your Taxes.
You will use a counsel reasonably satisfactory to Us to defend each indemnified Claim. If at any time Artistii reasonably determines that any indemnified Claim might adversely affect Artistii, Artistii may, to the extent permitted by applicable law, take control of the defence at Our expense. You shall not, without the express written consent of Artistii, settle or compromise any claim, or consent to the entry of any judgment that imposes any liability or obligation upon Artistii or admit to any wrongdoing on the part of Artistii.
12. LEGAL COMPLIANCE, TAXES.
You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding Your use of the Site and any Artistii service and, if applicable, Your listing, purchase, and sale of items. In addition, You shall be responsible for paying any and all taxes applicable to sales of items You make using the Service.
13. LIMITATION ON LIABILITY
ARTISTII WILL NOT BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT, DELICT INCLUDING NEGLIGENCE, PRODUCT LIABILITY, ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY OR OTHERWISE, TO YOU OR ANY OTHER PERSON FOR INDIRECT DAMAGES SUCH AS COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ARTISTII HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES.
Without limiting the foregoing, in no event Artistii will be liable to You for any failure or delay by Us (or Our employees, agents, or representatives) in performing Our obligations under this Agreement, where such failure or delay is caused by abnormal and unforeseeable circumstances beyond Our control, the consequences of which would have been unavoidable despite all reasonable efforts to the contrary, or where Artistii is bound by other legal obligations covered by applicable law. Artistii's liability, and (as applicable) the liability of Artistii's owners, subsidiaries, officers, directors, employees, and suppliers, to You or any third parties in any circumstance is limited to the greater of (a) the amount of fees you pay to Artistii in the 12 months prior to the action giving rise to liability, and (b) £100 (one hundred British Pounds). The above limitation or exclusion may not apply to You if Your country does not allow the exclusion or limitation of incidental or consequential damages.
14. INTELLECTUAL PROPERTY.
Artistii acknowledges that Your rights to the Intellectual Property used on or in relation to the Products and Your business and the goodwill connected with them are Your property.
Conversely, You may not use Artistii designs, graphics, logos, page headers, button icons, scripts, and service names (collectively, “Our Trademarks”) in connection with the Service. You acknowledge that Artistii is the sole owner of Our Trademarks and copyrights. All other trademarks and copyrights not owned by Us that appear on the Site or in connection with the Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Us. Artistii may use Your name, logo, service name or trademarks as designated by You as necessary solely to provide the Service in accordance with our Policies. Artistii and its Affiliates may use Your name or logo to identify You as a participating merchant. You may use any material (logos, html buttons, icons, links, images, videos, etc.) which Artistii explicitly provide authorisation to, and guideline to follow their use, to You to display in Your site or other publication means with the scope to bring traffic to the Site.
Artistii may amend any of the terms and conditions contained in this Agreement (including the Service Terms) at any time and at Our sole discretion. Any changes will be effective upon the posting of such changes on the Artistii Site, and Artistii notifies them to inform You of all applicable changes or notices. If You don’t agree to the new terms, You may terminate this Agreement within 30 days. The latest conditions before the changes will apply for You until termination. YOUR CONTINUED USE OF OUR SERVICE AFTER 30 DAYS FROM ARTISTII'S NOTIFICATION OR POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.
16. MISCELLANEOUS TERMS AND CONDITIONS
Confidentiality and Transaction Information. As part of a Transaction, We need to deliver to You information about the third parties, such as Buyers, that is confidential ("Confidential Information"). Confidential Information may contain information required for the Transaction (“Transaction Information”), but may include additional information, such as personal information and email addresses. Without obtaining prior permission from the third party, You agree that: (a) all Confidential Information will remain Artistii’s exclusive property; (b) You will use Confidential Information only as is reasonably necessary for Your participation in the Service; (c) You will not, directly or indirectly (including through a third party) otherwise disclose Confidential Information to any individual, company, or other third party; and (d) You will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to Our Service, or use our name, trademarks or logo in any way (including in promotional material) without our prior written authorisation, or misrepresent or embellish the relationship between us in any way.
You will not, directly or indirectly: (a) disclose or convey any Artistii Transaction Information, except as necessary for You to perform Your obligations under this Agreement and provided that You ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to You related to that information; (b) use any Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with Our or Your privacy policies and/or applicable Law; (c) contact the Buyer that has ordered Your Product that has not yet been delivered or fulfilled with the intent to collect any amounts in connection therewith, to influence such Person to make an alternative purchase, or to harass such Buyer; (d) disparage Us, Our affiliates, or any of their or Our respective products or Service or any Buyer; or (e) target communications of any kind on the basis of the intended recipient being an Artistii Buyer. In addition, You may only use methods that Artistii designate to communicate with Artistii Buyers regarding Your Transactions, including for the purpose of scheduling or cancelling the delivery. These terms do not prevent You from using other information that You acquire without reference to Artistii Transaction Information for any purpose.
No Agency. You and Artistii are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Disclaimer. The Site and the Service, including all content, software, functions, materials and information made available on or provided in connection with the Service, are provided “as-is.” As a user of the Service, You use the Site and the Service at Your own risk. To the fullest extent permissible by law, Artistii disclaim: (1) any representations or warranties regarding this Agreement, the Service or the Transactions or operations contemplated hereby, including any implied warranties of merchantability, fitness for a particular purpose or non-infringement; (2) implied warranties arising out of course of dealing, course of performance or usage of trade; and (3) any obligation, liability, right, claim or remedy in tort, whether or not arising from Our negligence. Artistii does not warrant that the functions contained in Our Site or the Service will meet Your requirements or be available, timely, secure, uninterrupted or error free, and Artistii will not be liable for any Service interruptions, including, but not limited to system failures or other interruptions that may affect the receipt, processing, acceptance, or completion of any order or transaction. Some jurisdictions’ laws do not allow exclusion of an implied warranty, in which case the foregoing disclaimer may not apply to You, and Artistii disclaim to the maximum extent permitted under applicable law all warranties of any kind, whether express, implied or statutory, including without limitation warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement or quiet enjoyment.
Force Majeure. Artistii will not be liable for any delay or failure to perform any of Our obligations under this Agreement by reasons, events or other matters beyond Our reasonable control. For the purposes of this Agreement, "Force Majeure" shall include any act, event, omission or accident beyond the reasonable control of the party whose performance is affected, such including, but not limited to, fire; flood; explosion; storm; earthquake; labour shortage, strike or lock-out; shortage of raw materials, components; failure of any shipping facilities, transportation agencies or suppliers; embargo; civil riot, insurrection; act, order or requirement of any government or political sub-division; acts of God or of the public enemy.
Control of Site. Notwithstanding any provision of this Agreement, Artistii will have the right in its sole discretion to determine the content, appearance, design, functionality and all other aspects of Our Site, including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to Our Site and any element, aspect, portion or feature thereof (including any product listings), from time to time and to delay or suspend listing of, or to refuse to list, or to de-list, or to require You not to list any or all Products.
Other Information. In order to cooperate with governmental requests, to protect Our systems, Buyers and Sellers, or to ensure the integrity and operation of Our business and systems, Artistii may access and disclose any information Artistii considers necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.
Waiver. No failure or delay by Us to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
To be effective, any waiver by a party of any of its rights or the other party’s obligations under this Agreement must be made in a writing (excluding e-mail) signed by the waiving party. No failure or forbearance by either party to insist upon or enforce performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise constitutes a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision, right, or remedy in that or any other instance; rather, the same will be and remain in full force and effect.
Severance. If any court or competent authority finds that any provision of this agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected.
If any invalid, unenforceable or illegal provision of this agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable OR the Parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the Parties' original commercial intention.
Notices. This Agreement is in the English language, and you agree that Artistii will communicate with You and You will communicate with Us in English during the term of this Agreement. When you visit the Site or send a message to Us, You are communicating with Us electronically. Artistii communicates with You via the Site and the e-mail address Artistii has on file for You. By registering for the Service and accepting the terms of this Agreement, you affirmatively consent to receive notices electronically from Us. Artistii may provide all communications and information related to the Service and Your Account, including without limitation agreements related to the Service, amendments or changes to such agreements or any Policies, disclosures, notices, transaction information, statements, responses to claims and other Buyer communications that Artistii may be required to provide to You by law (collectively, “Communications”) in electronic format. Communications may be posted to the Site or sent by e-mail to the e-mail address Artistii has on file for You, or any other electronic mean of communication the Parties agree on, and all such Communications will be deemed to be in “writing” and received by and properly given to You. You are responsible for printing, storing and maintaining Your own records of Communications, including copies of this Agreement. This condition does not affect Your statutory rights, including Your right to request a copy of this Agreement at any time. You can contact Us about the Service by visiting the Contact Us link on the Site.
Entire Agreement. This Agreement, including without limitation the Policies, constitutes the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the Parties in connection with the subject matter of this Agreement. Except as expressly provided above, no modification or amendment of this Agreement will be binding on Us unless set forth in a written document signed by Us.
Service fee (the “Fee”)
Only when an item is sold, the fee that was added to the final price is withheld by Artistii from the payment
Twenty five Percent (25%) of the Net Price that You specify, that is 20% of the final resulting price for the Buyer (before taxes and handling fees)
When you sell an item identified as non-reproducible through other means than Artistii, AND you are not able to produce another similar item in reasonable time
20% of the Net Price, unless otherwise agreed
Translation / Representation fee
When You need a translation or representation service to understand the Buyer’s specifications for a customisable Product
According to specific agreement
The packing and shipping cost
Variable, transparently charged to the Buyer. Refunded to You as part of the payment if You operate the shipping
Costs due to needed third party services (e.g. payment processing fees)
Variable, transparently charged to the Buyer
Money conversion fee
When You only accept a currency other than Euro or British Pound
Variable depending on the payment processing service, deducted from the payment amount transferred to You
When the Buyer pays in a currency different from that that You accept
The exchange rate is fixed at the time the Buyer commits to the purchase (e.g. at payment pre-authorisation)