This Agreement applies to everyone accessing or using the Website, including but not limited to those who browse, buy, sell or otherwise provide any content, information or services on the Website. By accessing or using the Website, you acknowledge and agree to be bound by this Agreement. If you do not agree with the terms in this Agreement, you may not access or use the Website.
We reserve the right to modify this Agreement in our sole discretion by making changes on the Website. Any changes will be effective when published on the Website, and your continued use of the Website after changes have been made will mean that you agree to the new terms. Please review this page regularly to remain informed of the current terms and conditions.
The following capitalised terms used herein shall have the following meanings:
Account: the account, which must be created by each Creator and Co-Producer before (i) a Campaign can be launched (ii) a Pledge can be made to a Campaign and (iii) any Work can be displayed on its profile or (iv) any other User of the Website can be followed.
UNFRAME: means D-Arte Ltd t/a UNFRAME, a limited company incorporated in England with registered number 08114888 and registered address at 20-22 Wenlock Road, London, N1 7GU.
Campaign: the process by which a Creator lists a crowdfunding campaign for Co-Producers on the Website for which Pledges are made in return for the part-ownership of a finished Work.
Campaign Description: the information submitted by the Creator detailing its Campaign and the terms of the Campaign and subsequently approved by UNFRAME for listing on the Website.
Co-Producer: a person who makes a Pledge in respect of a Campaign.
Content Partners: artists, product designers, curators, galleries, museums, individuals or other entities that may use the Website to exhibit Works of Art and Design Products as well as offer Works of Art and Design Products for sale. Content Partners are also UNFRAME users subject to this Agreement and, in cases where content is submitted to us, must be approved or invited by us.
Contract: a contract for the sale of a Work made between a Creator (as seller), UNFRAME (as agent) and the buyer.
Creator: the artist or product designer seeking to raise funds via the Website.
Design Product: prototypes and designs products including, but not limited to, furniture, lighting, tableware, and jewellery.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Minimum Contribution: the minimum amount that a Co-Producer can Pledge in respect of a Campaign. This will usually be $10.00 unless (i) stated otherwise on the Campaign Description, or (ii) where there is less than $10.00 needed to reach the Target Amount, the exact amount needed to reach the Target Amount.
PayPal Account: one of the payment-processing providers used by the Company for transactions relating to the Campaign.
Pledge: the act of a Co-Producer making a monetary offer of at least the Minimum Contribution through the Website to become a part-owner of Work subject to a particular Campaign. “Pledged” and “Pledging” shall be interpreted accordingly.
Stripe Account: one of the payment-processing providers used by the Company for transactions relating to the Campaign. Creators can set up an account via the Website.
Target Amount: the minimum aggregate amount of Pledges (in monetary value) required in order for the Campaign to be successful and for the Creator to receive the pledged money. This amount will be detailed in the Campaign Description and is set by the Creator.
User: any person or company (whether incorporated or unincorporated) who uses the Website and/or its Services.
Website: means any website published by UNFRAME from time to time including without limitation the website at www.unframe.london and its subdomains, any associated social networking profiles and any applications for mobile devices published by UNFRAME from time to time.
Work of Art: includes, but is not limited to, collages, drawings, installations, mixed media, paintings, photographs, sculptures, and videos.
Work: the finished Work of Art or Design Product that is the subject of the Campaign, sale or showcase on the Website or UNFRAME physical events and exhibitions.
A reference to “he”, “him” or “his” shall as applicable include or be treated as a reference to “she”, “her” or “hers”.
3. ACCESS TO THE WEBSITE
You are free to browse the Website without creating an Account. However, in order to submit your Work, ‘like’ other Works, ‘follow’ other Content Partners or registered Users, create a Campaign and/or make a Pledge to a Campaign, you will need to register an Account.
You must be at least 18 years old to register for an Account. If you are registering on behalf of a business or other legal entity, in doing so you represent and warrant that you are authorised to bind such business or entity to this Agreement.
You can create an Account by explicitly accepting the User Terms by ticking the box required and entering your name, email address, password, and any further information as required. Alternatively, you can login to the Website and create an Account through a profile held in your name with a social networking website (an “External Profile”). In the event that you seek to login through an External Profile, UNFRAME will use certain information about you contained on such External Profile to populate forms on the Website. The use of certain features or services that we offer may be subject to additional terms and conditions published on the Website or otherwise made available to you.
You will be sent a confirmation email, which will contain a link for you to confirm your registration. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party. If you lose or have your password stolen, you must follow the “Forgot password?” link and procedure on the Website. You will be able to change your password by following the instructions at this link.
You are not permitted to transfer or sell your UNFRAME Account (including the removal of any Works) and must not use another Account without the account holder’s permission. The responsibility for keeping your Account password secure is solely yours and we are not liable for any loss or damage arising from any unauthorised use of your Account.
UNFRAME may reject any registration, close any Account and withdraw User access to the Website for any reason, immediately and without notice, at its sole and absolute discretion, including if you provide false or incorrect User Account information, establish multiple Accounts or do not notify UNFRAME of changes to your user profile information immediately.
In our sole discretion we may change or update any part of the Website or take any action we believe is necessary to maintain the security of the Website, including but not limited to requiring additional information before allowing the use of your Account or changing your password.
Each User represents and warrants that all information provided by it when registering an Account is true, complete, current, and correct in all material respects.
Each User undertakes to notify us in the event that any information changes by updating its Account information via its user dashboard or settings.
Each User is advised to log out of its Account each time it ends a session having been logged in from a public machine.
Any content uploaded to the Website including, but not limited to, the Content Partner’s profile page, Campaign content, Works or comments posted by Users in relation to any Campaign or Work is defined herein as “User Content”.
The User who uploads User Content retains all the rights of ownership owned by it (including any Intellectual Property Rights) in such User Content.
The User grants an irrevocable, worldwide, transferable, perpetual, royalty-free, sub-licensable, non-exclusive licence to UNFRAME to use, modify, publish, distribute, translate and display any or all such User Content whether in public, in any medium and form whether now or hereafter developed, in any jurisdiction now and in the future (the “UNFRAME License”). For the avoidance of doubt, the UNFRAME License shall extend to User Content which includes any mark, trademark, likeness and/or biographical materials.
UNFRAME shall have no obligation to identify any User or acknowledge its ownership of any User Content but may do so if it wishes.
UNFRAME grants an irrevocable, perpetual, worldwide, royalty-free license to each User to view, download, distribute (subject to the below) and otherwise use any User Content for the purposes of taking advantage of the services being supplied by UNFRAME (the “User License”) on condition that the use of such User Content by any User is limited to non-commercial use and any distribution of such User Content contains a clear and unequivocal acknowledgement that such User Content is owned by the relevant User and licensed from UNFRAME.
Each User hereby represents and warrants to UNFRAME that any User Content uploaded by it to the Website and/or transmitted to any User via the Website that:
- such User has the right to publish, sell and transfer title (free from all liens, claims and encumbrances) in such User Content (whether by virtue of ownership of the Intellectual Property Rights in such User Content or as a result of the grant to the User of a license to use and publish such User Content);
- with regards to a Campaign or Work, such User Content uploaded by a Creator:
- relates solely to the Creator and does not represent any other business; and
- contains all necessary and accurate information in relation to the Work.
- the publication of such User Content on the Website is not likely to bring the reputation of UNFRAME into disrepute;
- such User Content:
- is accurate to the best of the User’s knowledge;
- is not illegal in the UK or in any jurisdiction in which such User Content might reasonably be expected to be viewed and does not promote any illegal activity;
- does not promote terrorism or assist any person in committing or procuring the commitment of any act of terrorism;
- does not promote racism, bigotry, hatred or physical harm of any kind against any person or group of persons;
- does not contain libellous or otherwise untrue statements about any person (whether living or dead) and does not harass or advocate the harassment of any person;
- does not depict any person less than 18 years of age (whether or not decent or indecent);
- is not likely to cause offence to any viewer of such User Content;
- does not promote or relate to any pyramid scheme, contest, lottery, sweepstake, or barter activity; and
- is not likely to lead a viewer to assume that the User is related to, authorised by or otherwise represents UNFRAME.
Each User acknowledges and agrees that UNFRAME may review, amend, and approve some or all User Content (at its sole and absolute discretion) uploaded to the Website and/or transmitted by any User to any other User via the Website. UNFRAME shall be entitled to remove any User Content without notice and without giving any reason.
If the User Content uploaded to the Website is a Work, such Work shall not be uploaded, showcased or sold on any other website that carries on a business that is substantially similar to UNFRAME.
Each User acknowledges and agrees that UNFRAME may be required to provide information about the origin of any unlawful User Content published and/or the occurrence of any unlawful activity occurring on the Website to any police or judicial authority in any country in which such User Content has been viewed and is illegal and each User hereby irrevocably authorises UNFRAME to provide such information to such persons (on request or in our discretion) without consulting or informing it.
If you view any User Content on the Website that you believe breaches any of the above restrictions, you undertake and agree to report such User Content to UNFRAME as soon as is reasonably possible.
You acknowledge and agree that:
- all User Content posted on, transmitted through, or linked from the Website, is the sole responsibility of the person from whom such User Content originated;
- UNFRAME does not control and is not responsible for User Content made available through the Website;
- the Website and User Content available through the Website may contain links to websites, which are completely unrelated to UNFRAME. UNFRAME makes no representation or guarantee as to the accuracy or authenticity of the information contained in any such website. Linking to any other website is entirely at your own risk;
- you must evaluate and bear all risks associated with the use of any User Content; and
- under no circumstances will UNFRAME be liable in any way for User Content or for any loss or damage of any kind incurred as a result of the use of any User Content listed, emailed or otherwise made available via the Website.
You have no right to require that UNFRAME deletes, amends or removes any User Content once any User Content has been published. UNFRAME in its sole and absolute discretion may amend, delete or remove some or all User Content. In the event that UNFRAME agrees to remove any User Content relating to any Campaign after such Campaign has been launched and/or has received a Pledge or other support of any kind, UNFRAME reserves the right in its sole and absolute discretion to:
- annotate the User Content to make it clear what has been changed and/or removed;
- email each person who has made a Pledge to notify such person of the change and give such person the right to withdraw its Pledge or other support; and/or
- require that the Campaign is cancelled and re-launched with the amended User Content and that each person who has made a Pledge is given the right to withdraw the Pledge.
If you wish to remove a Work from your user profile you must give notice to UNFRAME by email at [email protected]. UNFRAME reserves the right to delay such removal for the earlier of:
- the sale of the Work; or
- 30 days after such notice has been given to UNFRAME.
In the event that you sell a Work outside of the Website and do not update UNFRAME within 48 hours, UNFRAME may in its sole and absolute discretion charge you an administration fee equal to 20% of the published retail price if such Work remains available for sale through the Website but is not available for delivery.
All content contained on the Website or in any communication or post on any social media platform other than User Content (together “ UNFRAME Content”) belongs to UNFRAME or has been licensed to UNFRAME by third parties.
UNFRAME grants you a limited, terminable, non-transferable, revocable licence to use, display and save UNFRAME Content solely in accordance with the following:
- other than in respect of a Content Partner, for personal non-commercial use;
- for the purposes of using the Services as contemplated by the User Terms; and
- downloading such UNFRAME Content to one computer; and/or
- printing one copy of such UNFRAME Content; and/or
- viewing any video or image on one computer,
in each case on condition that the format and display of any UNFRAME Content is not altered and any copyright notice and disclaimer or risk warning notice contained on the version of such UNFRAME Content found on the Website remains clear and visible.
By using the Website you acknowledge and agree that UNFRAME may preserve or disclose User Content, as well as your information, if required to do so by law or in the good faith belief that such preservation or disclosure is necessary to:
- identify copyrighted work or other Intellectual Property Rights that you (or any other person) claim has been infringed;
- identify any User Content that you claim (or any person) claims is infringing, with enough detail so that we may locate it on the Website;
- confirm a statement by you (or any other person) that User Content displayed is not authorised by the copyright owner, its agent, or the law; and
- confirm a statement by you (or any other person) declaring (a) the above information is accurate, and (b) that you are (or any other person is) the owner of the copyright interest involved or that you are authorised to act on behalf of that owner.
You may not infringe or try to infringe the privacy or rights of other Website Users. This includes storing or trying to store personal data of other Website Users.
Unless we have specifically agreed otherwise with you in writing, you are permitted to use the Website only for personal, non-commercial purposes. In addition to any other restrictions in this Agreement, you must not (and must not assist or permit any third party to) do any of the following:
- use the Website in any way that violates or contributes to the violation of any third party rights, including but not limited to any copyrights, moral rights, trademark rights, privacy rights or publicity rights;
- use the Website in any way that violates or contributes to the violation of any local, state, national or international laws, rules or regulations;
- use the Website in any way that is abusive, deceptive, defamatory, fraudulent, harassing, harmful, hateful, obscene or threatening;
- take any action intended to interfere with the normal functioning of the Website or obtain unauthorised access to any personal or proprietary information or property of UNFRAME or any other User or third party;
- use the Website in any way impersonating any other person or entity;
- transmit any unauthorised advertising, auto-responder or spam on the Website;
- take any action that imposes an unreasonable or disproportionately large load on our servers or systems;
- use automated or manual methods to crawl, robot, scrape, spider or otherwise monitor or extract data from the Website (we also reserve the right to use robot exclusion headers within the Website);
- decipher, decompile, disassemble or reverse engineer any part of the Website;
- mirror or frame any part of the Website on another website;
- create or use any meta-tags which contain any UNFRAME trademarks or other confusingly similar marks; and/or
- remove or interfere with any copyright notices or digital “watermarks” on any images or other content intended to indicate the source and/or ownership of such content.
Whilst UNFRAME has implemented commercially reasonable technical and organisational measures to secure your personal information and User Content from unauthorised use, UNFRAME cannot guarantee that unauthorised third parties will never be able to defeat those measures. You acknowledge that you provide your personal information and User Content at your own risk.
7. THIRD PARTY CLAIMS
We are not responsible for monitoring any communications or content on the Website and we are not involved in user-to-user interactions. We cannot always identify every User and cannot guarantee that any User is who they claim to be. We recommend to be careful when interacting with other Users and you acknowledge that despite the restrictions in this Agreement, others may use the Website in a way that is deceptive, fraudulent, harmful, offensive or illegal.
Accordingly, you agree to:
- hold UNFRAME and our shareholders, officers, directors, agents, employees, affiliates, representatives, and consultants completely harmless from any claims, damages, demands or liabilities arising in any way from the use of the Website by any other User or third party, including but not limited to any claims arising from your interactions or dealings with any Content Partner or other User; and
- attempt to resolve any such matters directly with the other User or third party.
You agree to indemnify, defend and hold harmless UNFRAME and our shareholders, officers, directors, agents, employees, affiliates, representatives, and consultants from and against any actions, claims, damages, demands or liabilities (including reasonable attorneys’ fees) asserted by any third party and arising in any way from your use of the Website, your breach of this Agreement, or your violation of any third party right. We reserve the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you agree to assist and cooperate with us in asserting any available defences. This indemnification and defence obligation will survive this Agreement and your use of the Website.
9. THIRD PARTY WEBSITES
The Website may include links to websites of third parties that we do not own or control. Your use of third party websites or services is solely at your own risk and may be subject to the policies of those websites or services. Links to and from the Website do not constitute our endorsement of or association with any third party website or service, and we are not liable for any loss or damage arising from your use of any third party websites or services accessed in connection with the Website.
10. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY
UNFRAME provides the Website “as is” and without any warranty or condition, whether express, implied or statutory.
UNFRAME specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
The inclusion of a Campaign on the Website does not mean that UNFRAME is recommending that you make an investment, donation or lend any money to a Campaign. Further, it does not mean that UNFRAME believes that the Campaign will be successful or that the Campaign, any detail contained on the Website in relation to it and/or any person connected with the Campaign is legitimate, accurate or not misleading.
Any decision to get involved in any Campaign in any way is the decision of the User and the User alone. You are advised to seek independent legal and financial advice prior to getting involved in any Campaign particularly if you have any questions or do not understand the nature of any Campaign or your involvement in it.
You may not rely on any information other than that which is contained on the Website directly relating to any Campaign in making any decision to become involved in any Campaign in any manner.
Save for where UNFRAME has signified in these User Terms that it shall conduct due diligence on Users, all Users acknowledge and agree that they are responsible for their own due diligence if they are considering making a Pledge.
All Users acknowledge and agree that they shall not disclose any confidential information contained in a Campaign (including the Campaign Description) to any third party without the prior written consent of the owner of such User Content.
Exclusions and limitation of liability
UNFRAME does not seek to exclude liability for death or personal injury caused by any gross negligence, fraud or fraudulent misrepresentation on the part of UNFRAME. If any applicable authority holds any portion of this section to be unenforceable, then liability will be limited to the fullest possible extent permitted by applicable law.
UNFRAME assumes no liability or responsibility for:
- any errors or omissions in the Website;
- any fault relating to any device used to access the Website;
- any bandwidth restriction that restricts and/or prevents access to the Website;
- any failures (including without limitation the ability to access the Website), delays or interruptions in the Website;
- any losses or damages arising from the use of the Website and/or the Services (including any viruses, malware or other harmful components);
- any conduct by Users of the Website;
- any use of third party software or services including without limitation Stripe or PayPal; or
- any unauthorised use of any Stripe Account or PayPal Account.
UNFRAME shall not be liable in the event that any defect or otherwise in the Website results in you losing or being unable to access (whether temporarily or permanently) any User Content.
In no event shall UNFRAME, its shareholders, directors, officers, employees, affiliates, consultants, representatives or agents be liable (jointly or severally) to you for loss of use or any special, incidental, indirect or consequential damages arising out of or in connection with the Website or these User Terms, on any theory of liability, and whether or not advised of the possibility of damage.
You acknowledge and agree that UNFRAME is not responsible for the accuracy of any information published on the Website by Users and does not warrant that any information appearing on the Website is accurate, true or complete. UNFRAME specifically excludes liability for any loss, harm, distress or damage suffered by you or any third party as a result of inaccurate information appearing on the Website.
The Website and any User Content displayed thereon may contain facts, views, opinions, recommendations and advice. These views, opinions, recommendations and advice are not those of UNFRAME and are not endorsed by UNFRAME. UNFRAME shall not be liable in the event that any User Content is defamatory, misleading, incomplete or incorrect. Similarly UNFRAME shall not be liable in the event that any fact is incorrect or misleading.
You must not rely on any information, article or advice contained on the Website. Any article or information contained on the Website is a generic summary and must not be viewed as specific tailored legal, financial or professional advice.
UNFRAME reserves the right to deliver the Website and the Services in its sole and absolute discretion.
If we are found liable to you or any third party, this liability will be limited to the total amount you have paid to UNFRAME during the 3 months before the action giving rise to such liability, or £100 GBP, whichever is greater. Some jurisdictions do not allow the exclusion of certain damages or implied warranties, so such exclusions may not apply to you.
11. SALES OF WORKS – OVERVIEW
We are a party to any sale as agent for the Content Partner. Buyers and Content Partners may be introduced to each other through the Website. We may sell Works or other property to Users and our Content Partners receive a commission on certain sales processed through the Website or at our physical events and exhibitions.
If a Work has been the subject of a Campaign that has reached the Target Amount, UNFRAME will charge the fee as set out in the Co-Producing Terms and Conditions.
If a Work of Art of Design Product has not been the subject of a Campaign, UNFRAME applies a fee of 30% (excluding VAT) of the price at which the Work was sold if the Work was a Work of Art, and a fee of 25% (excluding VAT) of the price at which the Work was sold if the Work was a Design Product.
When we have received the cleared funds from a buyer, the Content Partner shall release the Work for delivery. Unless agreed otherwise, the Content Partner shall be responsible and liable for the cost of packing, shipping, insuring and import/export duties.
We will deduct the UNFRAME fees and any payment-processing fees from the amount the Work was sold for (the “Net Sale Proceeds”). The Content Partner will receive the Net Sale Proceeds within thirty (30) days of our receipt of cleared funds from the buyer for payment of the Work.
Distribution of any portion of the Net Sale Proceeds shall be by electronic transfer to an account identified by the Content Partner.
The Content Partner authorises UNFRAME to deduct and retain from the Net Sale Proceeds any other amount it owes us, whether arising out of the sale of the Work or otherwise.
UNFRAME has no obligation to enforce payment by the buyer. If we do not receive payment from the buyer within thirty (30) days of the order, we shall have the right to cancel the Contract and, at our sole and absolute discretion:
- where applicable, return the Work to the Content Partner at our expense; or
- list the Work again for sale on the Website and at our events.
12. RIGHTS AS TO RETURNS AND REFUNDS
This clause 11 only applies if you are a consumer. This clause 11 does not apply to a Work that has been custom made to your requirements.
If you are a consumer, you have a legal right to cancel a Contract under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 during the period set out below. This means that during the relevant period if you change your mind or decide for any other reason that you do not want to receive or keep a Work, you can notify us of your decision to cancel the Contract and receive a refund.
Your legal right to cancel a Contract starts from the date of the “Dispatch Confirmation” (the date on which we email you to confirm our acceptance of your order), which is when the Contract between us is formed. Your deadline for cancelling the Contract then depends on what you have ordered and how it is delivered, as set out in the table below:
|Your Contract||End of the cancellation period|
|Your Contract is for a single Work (which is not delivered in instalments on separate days).||The end date is the end of 14 days after the day on which you receive the Work. Example: if we provide you with a Dispatch Confirmation on 1 January and you receive the Work on 10 January you may cancel at any time between 1 January and the end of the day on 24 January.|
|Your Contract is for either of the following: – one Work which is delivered in instalments on separate days.|
– multiple Works which are delivered on separate days.
|The end date is 14 days after the day on which you receive the last instalment of the Work or the last of the separate Works ordered.Example: if we provide you with a Dispatch Confirmation on 1 January and you receive the first instalment of your Work or the first of your separate Works on 10 January and the last instalment or last separate Work on 15 January you may cancel in respect of all instalments and any or all of the separate Works at any time between 1 January and the end of the day on 29 January.|
To cancel a Contract, you just need to let us know that you have decided to cancel. The easiest way to do this is to email us at [email protected]. If you use this method we will email you to confirm we have received your cancellation. Please include details of your order to help us to identify it. If you send us your cancellation notice by email your cancellation is effective from the date you send us the email.
If you cancel your Contract we will:
- refund you the price you paid for the Works. However, please note we are permitted by law to reduce your refund to reflect any reduction in the value of the goods, if this has been caused by your handling them. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount to compensate us;
- refund any delivery costs you have paid, although, as permitted by law, the maximum refund will be the costs of delivery by the least expensive delivery method we offer (provided that this is a common and generally acceptable method).
- make any refunds due to you as soon as possible and in any event within the deadlines indicated below:
- if you have received the Work and we have not offered to collect it from you: 14 days after the day on which we receive the Work back from you or, if earlier, the day on which you provide us with evidence that you have sent the Work back to us;
- if you have not received the Work or you have received it and we have offered to collect it from you: 14 days after you inform us of your decision to cancel the Contract.
If you have returned the Work to us under this clause 11 because it is faulty or misdescribed, we will refund the price of the Work in full, together with any applicable delivery charges, and any reasonable costs you incur in returning the item to us.
We will refund you on the credit/debit card used by you to pay.
If a Work has been delivered to you before you decide to cancel your Contract:
- you must return it to us without undue delay and in any event not later than 14 days after the day on which you let us know that you wish to cancel the Contract. You can either send it back;
- unless the Work is faulty or not as described, you will be responsible for the cost of returning the Work to us.
Because you are a consumer, we are under a legal duty to supply Works that are in conformity with the Contract. As a consumer, you have legal rights in relation to Works that are faulty or not as described. These legal rights are not affected by your right of return and refund in this clause 11 or anything else in these Terms.
We will contact you with an estimated delivery date after you have made an order. Occasionally our delivery to you may be affected by an “Event Outside Our Control”.
An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
Delivery of an order shall be completed when we deliver the Work to the address you gave us and the Work will be your responsibility from that time.
You own the Works once we have received payment in full, including all applicable delivery charges.
This rest of this clause 12 only applies if you are a consumer.
If we miss the delivery deadline for any Work then you may cancel your order straight away if any of the following apply:
- we have refused to deliver the Work;
- delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or
- you told us before we accepted your order that delivery within the delivery deadline was essential.
If you do not wish to cancel your order straight away, or do not have the right to do so, you can give us a new deadline for delivery, which must be reasonable, and you can cancel your order if we do not meet the new deadline.
If you do choose to cancel your order for late delivery for the reasons stated above and you have ordered more than one Work, you can do so for just some of the Works or all of them, unless splitting them up would significantly reduce their value. If the Works have been delivered to you, you will have to return them to us or allow us to collect them, and we will pay the costs of this. After you cancel your order we will refund any sums you have paid to us for the cancelled Works and their delivery.
14. INTERNATIONAL DELIVERY
We deliver the Works to countries outside the UK (“International Delivery Destinations”). However there may be restrictions on some Works for certain International Delivery Destinations.
If you order Works from our Website for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes, which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
You must comply with all applicable laws and regulations of the country for which the Works are destined. We will not be liable or responsible if you break any such law.
15. PRICE OF PRODUCTS AND DELIVERY CHARGES
The prices of the Works will be as quoted on our Website at the time you submit your order. We take all reasonable care to ensure that the prices of Works are correct at the time when the relevant information was entered onto the system.
Prices for our Works may change from time to time, but changes will not affect any order you have already placed.
The price of a Work includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Works in full before the change in VAT takes effect.
The price of a Work does not include any applicable delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order.
The Website contains a large number of Works. It is always possible that, despite our reasonable efforts, some of the Works on our Website may be incorrectly priced. If we discover an error in the price of the Works you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Work at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. Please note that if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Works to you at the incorrect (lower) price.
16. HOW TO PAY
You can pay for Works using a debit/credit card. We accept the following cards: Visa, MasterCard and American Express.
You may terminate your own Account at any time. We may terminate your Account or otherwise revoke your access to the Website at any time without prior notice, if we believe you have breached this Agreement or for any other reason, in our sole discretion and without liability. If your use of the Website and/or Account is terminated by us in any event, you must stop using the Website immediately, except that any outstanding obligations between you and us (including all payment obligations), all remedies for breach of this Agreement, and all terms and conditions of Sections 4 and 6-14 (inclusive) of this Agreement will survive and remain fully valid and enforceable. We will have no obligation to forward any unread or unsent messages associated with terminated Accounts.
If your Account is terminated, UNFRAME reserves the right to keep some or all of your user profile information on the Website if you have had a Campaign which has reached the Target Amount.
If after terminating your Account you wish to remove User information or Work(s) from your user profile you must give notice to UNFRAME by email at [email protected] stating that none of your Works are in a Campaign or in a physical exhibition. UNFRAME reserves the right to delay the removal of such information or Work(s) for the earlier of:
- the sale of any or all of the Work(s); or
- 30 days after such notice has been given to UNFRAME.
18. INTELLECTUAL PROPERTY
UNFRAME and/or its licensor(s) are the sole owners of the Website, which includes any software, domains, design, text, graphics and all software and source code connected with the Website other than User Content. UNFRAME grants you a limited licence to use the Website solely as set out in the User Terms.
The Website is protected by UK and International intellectual property laws.
Without limitation, this means that you may not sell, export, license, modify, copy, distribute or transmit the Website (or any part of it) or any material provided through the Website.
UNFRAME grants you a limited licence to use the Website and the Services solely as set out in the User Terms. Any unauthorised use of the Website will result in the automatic termination of the limited license granted by us. UNFRAME reserves the right to terminate the limited license without notice at any time following an unauthorised use by you of the Website.
UNFRAME and its graphics, logos, icons and service names related to the Website are registered and unregistered trademarks or trade dress of UNFRAME. They may not be used without UNFRAME’s prior express written permission.
All other trademarks not owned by UNFRAME that appear in connection with the Website are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by UNFRAME.
If you delete your profile, you will not be able to automatically download the User Content or data that you have uploaded.
We respect the Intellectual Property Rights of others and require Users to do the same. We reserve the right to remove or disable access to any content on the Website claimed to be the subject of copyright infringement.
If you believe that content on the Website has been used in a way that constitutes copyright infringement, you may send a written copyright infringement notice, as a signed PDF email attachment to: [email protected]. Each notice must contain:
- identification of the copyrighted work(s) you claim have been infringed, and information establishing your ownership of copyright(s) in such work(s) or your authorisation to act on such copyright owner’s behalf;
- identification of the allegedly infringing content you wish to have removed from the Website; and
- information reasonably sufficient to allow us to contact you, such as your telephone number and email address.
When we receive a notice, if we believe that it may constitute a valid claim, we will promptly remove or disable access to the allegedly infringing content, and notify the provider of such content that we have done so. Repeat offenders will have their Account and use of the Website terminated. Any infringing content will be permanently removed from the Website.
If you are the provider of allegedly infringing content and you believe that such content is not infringing, you may send us an explanation by email to: [email protected]. We will review the matter and in our sole discretion determine the most appropriate way to proceed. We have no obligation to replace the content on the Website.
No agency, partnership, joint venture, or employment relationship is established as a result of this Agreement or your use of the Website. This Agreement, in addition to other written agreements you may enter into with UNFRAME, is the entire agreement and understanding between you and us regarding the subject matter of this Agreement and supersedes all prior and contemporary communications between you and us regarding the subject matter of this Agreement whether those communications are digital, oral or written. If any term or condition of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, that term or condition will be limited or removed to the minimum extent necessary so that this Agreement will otherwise remain fully valid and enforceable. Our failure to exercise or enforce any of our rights under this Agreement will in no event constitute a waiver of those rights or any other rights under this Agreement.
The Website Terms and Conditions are agreed between you and UNFRAME. No person shall have any rights under or connection with the User Terms under the Contracts (Rights of Third Parties) Act 1999.
Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section.
UNFRAME’s failure to enforce any provision of the User Terms shall not constitute a waiver of that or any other provision and will not relieve you from the obligation to comply with such provision.
You are not permitted to assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights under the User Terms without UNFRAME’s prior express written consent.
The User Terms set forth the entire understanding and agreement between you and UNFRAME with respect to the subject matter hereof.
20. JURISDICTION AND GOVERNING LAW
This Agreement and all claims or issues regarding UNFRAME, shall be governed according to the laws of the United Kingdom. Any claim or cause of action you may have against UNFRAME must be commenced and filed within 1 year after it arises or else the claim or cause of action will be permanently barred. Any legal action must be brought in the United Kingdom.
For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than £10,000.00 GBP, the party requesting relief may elect to resolve the dispute in a cost-effective manner through alternative dispute resolution (ADR). If a party elects arbitration, that party will initiate such arbitration through an ADR provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules:
- the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration;
- the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and
- any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Last modified 22 March 2021.