Terms and Conditions
Welcome to uDesignMe! By signing up for a Business Account or by using any uDesignMe Services, you are agreeing to be bound by the following Terms of Service. We kindly request of you to read these Terms of Service carefully before commencing your use of the Services.
uDesignMe provides a commerce platform that enables merchants to offer and sell print-on-demand (POD) Products online from a range of premium products while we take care of warehousing, fulfilment, packing and shipping the product straight to your customer and, where you are not using your own payment solution, collecting payment. Among other, the platform provides a range of tools for merchants to build and customize online stores for offering custom Products, including polished visuals for showcasing Products, processing Orders and engaging with existing and potential Customers, as well as our designer tool for creating unique and personalized merchandise. Any such service offered by uDesignMe are referred to in these Terms of Services as the “Service(s)”. Any new features or tools which are added to the current Service will also be subject to the Terms of Service. You can always review and download the current version of these Terms of Service at the uDesignMe website.
These Terms of Service also apply to any document or policy referenced herein, including the Appendices.
As used in these Terms of Service, “we”, “us”, “our” and “uDesignMe” means the applicable uDesignMe Contracting Party (as defined in Article 16 below), and “you” or “your” means a Business Seller on the uDesignMe Platform.
Last updated on: 14/09/2023
Table of Contents
Article 1 – Definitions
Article 2 – Business Account
Article 3 – Product offering
Article 4 – Geographic region
Article 5 – Orders and fulfilment
Article 6 – Customer relationship
Article 7 – Payments
Article 8 - Article 8 – E-mail communication between Business Customer and Costumer via the Platform
Article 9 – Product warranty
Article 10 – Content
Article 11 – Business Seller guarantees
Article 12 – Data
Article 13 – Intellectual property rights
Article 14 – Restriction of access, suspension and termination of your Business Account
Article 15 – Liability
Article 16 – uDesignMe Contracting Party
Article 17 - Miscellaneous
Article 1 - Definitions
In the Terms of Service, the following definitions apply:
1. “Acceptable Use Policy” means the Acceptable Use Policy of uDesignMe attached hereto as Annex 2 and which, in its current version, can be accessed and downloaded on the uDesignMe website.
2. “Acceptance” means acceptance of an Order by uDesignMe;
3. “Agreement” means the services agreement between you, the Business Seller, and uDesignMe which is established upon confirmation of your Business Account, governed by these Terms of Service;
4. “Business Account” or “Account” means your account created on the Platform as a Business Seller;
5. “Business Seller” means you, owner of a Store created on the uDesignMe Platform.
6. “Seller Content” means your trademarks, business name, copyright content, and any photos, images, designs, artwork, videos, graphics, written content, audio files, information, or other data originating from you and/or displayed in the Store or otherwise provided or made available by you to uDesignMe, excluding UDM Content;
7. “Customer” means a person or legal entity purchasing Products in your Store;
8. “Customer Order” or “Order” means a purchase order placed in your Store by a Customer;
9. “Dashboard” means the secured information management tool made available to you after successfully registering your Business Account, which is only visible to you and not to other users of the Platform;
10. “Fee” means the amount you owe to us when you place a Purchase and Fulfilment Order with uDesignMe through the Platform;
11. “General Terms and Conditions” means the prescribed general terms and conditions of Purchase Agreements between you and your Customers which apply when they place an Order in you Store, and which are added as Appendix 1 to these Terms of Service;
12. “Order Confirmation” means the Order confirmation sent by the Platform to your Customer on your behalf;
13. “Party” or “Parties” means the Business Seller and/or uDesignMe;
14. “Payment” means payment of the Purchase Price by your Customer;
15. “Platform” means the uDesignMe online software platform of uDesignMe where the Services are offered;
16. “Products” means products from the print ready product catalogue of uDesignMe;
17. “POD” means print-on-demand;
18. “Primary Email Address” means your contact e-mail address referred to in Article 2.12;
19. “Purchase Agreement” means the purchase agreement established between you and the Customer for the purchase of Products in your Store;
20. “Purchase Price” means the total purchase price of an Order inclusive of VAT and shipping costs and, where relevant, waste disposal fees and/or other government-imposed charges, payable by your Customer;
21. “Purchase and Fulfilment Order” means the purchase and fulfilment order that you place with uDesignMe each time an Order is placed by a Customer in your Store;
22. “Service(s)” means the uDesignMe service(s) offered on the Platform;
23. “Store” or “Seller Store” means your Store created on the uDesignMe Platform;
24. “Terms of Service” means these terms of service of uDesignMe applying to your Agreement with us;
25. “uDesignMe” means the applicable uDesignMe Contracting Party as defined in Article 16 below;
26. “UDM Content” means our trademarks, business name, copyright content, Product designs, descriptions, reports, tools, graphics, software code (including the Platform), and any photos, images, (website) designs, lay-outs, artwork, videos, graphics, written content, audio files, information, or other data originating from us and/or disclosed or made available to you for use as part of the Services.
Article 2 – Business Account
1. To access and use the Service as a Business Seller you need to create a Business Account that allows you to create a Store on the Platform. Without a Business Account you cannot create a Store or make use of a Service.
2. In the initial version of the Platform, we will not charge you for creating a Business Account and using a Service, until your start selling Products. For each Order fulfilled on your behalf, you will owe us a Fee in accordance with Article 7.1 of the Terms of Service. In the future we may decide to charge a subscription fee of the Platform. In that case, we will inform you timely in accordance with Article 17.3 and give you the option to close your Business Account to avoid charge.
3. To complete your Business Account registration, you must provide us with your full legal name, business address, phone number, a valid email address, your company registration number and any other information indicated as required and declare that you are above 18 years old. In case you sign on behalf of a legal entity that will hold the Business Account, we also need your full name and function title within the organisation of the Business Account holder. uDesignMe is under no obligation to accept your application for a Business Account and we may reject your application for any reason, at our sole discretion.
4. Registering for a Business Account means that you accept the Terms of Service and the obligation to abide by the Terms of Service, the Acceptable Use Policy, the Data Privacy Addendum and any supplemental terms and policies as published on the uDesignMe website.
5. To act as a Business Seller, you must:
a) be registered as a business either in the EU, or in the UK;
b) be above 18 years;
c) have a valid VAT number;
d) have an active Business Account on the Platform;
e) accept the Terms of Service, including the Acceptable Use Policy and the Data Processing Addendum; [AdlR1]
f) confirm that you and/or the (indirect) director(s), shareholders or the beneficial owner of the Business Account have not been involved in another Business Account closed in accordance with Article 14.2;
g) confirm to have an IBAN bank account in the EU or the UK;
h) have a postal address in the EU (in case you are registered as a business in the EU) or in the UK (in case you are registered as a business in the UK).
6. Until you have successfully created a Business Account and accepted the Terms of Service you are not entitled to use the Services and you will not be able to go live with a Store on the Platform.
7. The Business Seller is at all times fully responsible for all use of the Business Account and for anyone including third parties gaining access to your Business Account, whether or not with your consent. uDesignMe is authorised at all times, for any reason, to suspend the use of the Business Account or the cancel a Business Account, in accordance with the provisions of Article 14.2 of the Terms of Service.
8. If you fail to pay any outstanding Fees or other payment obligation to uDesignMe, whether or not pursuant to these Terms of Service, uDesignMe is entitled to suspend your Business Account (in accordance with Article 14.2 of the Terms of Service) until you have met your payment obligation, without prejudice to our other rights under Article 14.2 or applicable law is case of late payment.
9. The person signing up for the Service by opening a Business Account will be the contracting party (“Store Owner”) for the purposes of the Terms of Service and will be the only person who is authorized to the Business Account in connection with the Service. In case a third party uses your Business Account to create a Store or use any other Service from your Account, you will be fully responsible and liable for use of the Services by that party. You will make sure, and guarantee to us, that all Stores connected to your Account are fully in accordance with applicable law and provide all mandatory information to identify you as a Business Seller.
10. The Platform allows Business Sellers to create more than one Store, provided that all your Stores and activities on the Platform are fully in accordance with the Terms of Service and applicable law. uDesignMe may decide for any reason, at our sole discretion, to cancel or suspend any of your Stores, in accordance with Article 14 below, or to set a limit to the number of Stores you may create on the Platform.
11. The Business Seller is responsible for the accuracy of the data in his Sales Account.
12. You acknowledge that uDesignMe will use the email address you provide on opening a Business Account, or as updated by you from time to time, as the primary method for communication with you (“Primary Email Address”). You must monitor your Primary Email Address and immediately update your Business Account in case your Primary Email Address is no longer in use and/or (temporary) out of order. Your email communications with uDesignMe can only be authenticated if they come from your Primary Email Address.
13. You are responsible for keeping your Business Account password secure. uDesignMe cannot and will not be liable for any loss or damage from your failure to maintain the security of your Business Account and password, however without prejudice to our general obligations under the Data Protection Addendum (Appendix 3) to maintain appropriate organisational and technical security measures for the protection of personal data processed in or through the Platform. We may request you to implement additional security measures at any time and reserve the right to adjust these requirements at our discretion.
14. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, any UDM Content, use of the Services, or access to the Services or the Platform unless as expressly permitted under the Terms of Service or with the express written permission by uDesignMe.
15. You agree not to work around, bypass, or circumvent any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Services.
16. You agree not to access the Service or monitor any material or information (including UDM Content) from the Service using any robot, spider, scraper, or other automated means.
Article 3 – Product offering
1. You may offer any selection of Products from the print-ready Product collection of uDesignMe in your Store. The uDesignMe Product catalogue is in your Dashboard. Your Store may never be used to offer, sell or advertise other products, not supplied by uDesignMe as part of the Service, including products or services from third party suppliers.
2. Unless otherwise communicated by us, there are no minimum Order quantities.
3. The Business Seller determines Product pricing in his Store(s) on the Platform.
4. uDesignMe may change its Product collection at any time, at its sole discretion, and is not obliged to continue any Products or Product collections. In case a Product is discontinued this will be automatically removed from your Store. You will be notified of this by e-mail.
5. For all Product offerings in your Store, you will use the Product images (whether or not customized with our design tool), descriptions and specifications as provided by uDesignMe, without making any additional product or quality claims, altering any of the technical specifications or adding additional specifications. All Product warranties of uDesignMe are immediately void in case you act in violation of this provision.
6. uDesignMe has processes in place to manage stock positions and undertakes to use commercially reasonable efforts to maintain sufficient Products in stock to be able to fulfil the Orders of your Customers. uDesignMe however does not guarantee that Products are always in stock. In case a Product ordered is out of stock, we will offer you a substitution Product. If this substitution Product is not acceptable to you or your Customer, the Order (and your corresponding Purchase and Fulfilment Order) may be cancelled without charge. In case the Order was already paid for by your Customer, the Purchase Price will be refunded.
7. The Service allows you to offer custom Products in your Store using the design tool of uDesignMe. With the design tool you can customize Products with your own brand, artwork, graphics or images and uDesignMe will print your custom Products on demand when an Order is placed in your Store. uDesignMe does not accept liability for poor artwork supplied. It is the Business Seller’s sole responsibility to ensure that artwork supplied for Product customization is of a suitable print standard and does not violate our Acceptable Use Policy. Artwork requirements can be found here: https://udesignme.com/help/frequently-asked-questions. You may purchase one of more samples of any Products you create with our design tool, to ensure you are happy with the chosen Product and the printed artwork.
8. uDesignMe is entitled, at any time, to remove a Product or information from your Store if, in our opinion, the Product (as customised with your brand, artwork, etc.) or the information communicated in your Store is in violation of the Acceptable Use Policy, (potentially) infringing on any third-party Intellectual Property Rights, incorrect or misleading or in violation of the Terms of Service, or if we believe that Content or information in your Store may be damaging to the good name and reputation of uDesignMe. Any decision of uDesignMe to remove Products or information from your Store will be motivated in writing.
Article 4 – Geographic region
1. In case your registered business address is in the EU, you may only accept Orders where the delivery address is in the EU.
2. In case your registered business address is in the UK, you may only accept Orders where the delivery address is in the UK.
3. uDesignMe is not obliged to accept or fulfil any Orders where the delivery address is outside of the EU (in case your business address is in the EU, or the UK (in case your business address is in the UK), respectively.
Article 5 – Orders and fulfilment
1. A Customer can place an Order in your Store through the standard ordering process of your Store made available as part of the Service. Customer Orders placed in your Store are automatically forwarded to uDesignMe and processed in the Platform. In case a Customer Order is placed in your Store, a corresponding Purchase and Fulfilment Order is deemed to be placed on your behalf with uDesignMe (meaning that you have placed a binding Purchase and Fulfilment Order with uDesignMe corresponding to the Order of your Customer), unless if we reject or cancel the Purchase and Fulfilment Order in accordance with the Terms of Service.
2. Customers will receive an automated Order Confirmation on your behalf generated by the Platform.
3. The Order Confirmation to the Customer does not constitute acceptance of your corresponding Purchase and Fulfilment Order by uDesignMe. Acceptance of your Purchase and Fulfilment Order only occurs when we move the Order into production, which will be visible in your Dashboard.
4. Following Acceptance and receipt of Payment, the Order will be fulfilled by uDesignMe, unless if the Customer Order is cancelled in accordance with the Terms of Service.
5. uDesignMe will deliver the Order directly to the Customer by shipping the Products to the delivery address indicated in the Order.
6. You are not entitled to fulfil Customer Orders received in the Store outside the Platform.
7. Following Acceptance and receipt of Payment, a receipt will be generated by the Platform and sent to the Customer on behalf of you, the Business Seller, with your registered business address and VAT-number.
8. It shall be the Business Seller’s responsibility to file VAT-returns in the relevant countries and to pay any other taxes or government-imposed charges invoiced to Customers for any Purchase Agreements via the Platform. uDesignMe shall not be responsible or liable for such tax filings or government-imposed charges and the Business Seller fully indemnifies uDesignMe for any claims, charges, levies or fines of competent authorities in relation thereto, including reasonable legal costs for uDesignMe’s defence.
Article 6 – Customer relationship
1. If a Customer proceeds to order Products offered by the Business Seller, a Purchase Agreement is established between the Business Seller and the Customer. The Business Seller is obliged towards the Customer to apply the “General Terms and Conditions” that have been added to these Terms of Service as Appendix 1 and which form an inseparable part thereof. uDesignMe is entitled to amend the General Terms and Conditions from time to time in accordance with Article 17.3.
2. The Business Seller acknowledges that uDesignMe is not and/or will not become a party to this Purchase Agreement. However, Customers will have to accept the General Terms and Conditions before Customers can place an Order and proceed to enter into a Purchase Agreement with the Business Seller via the Store.
3. uDesignMe is responsible for the fulfilment of the Customer Order on the Business Seller’s behalf, provided the Business Seller acts fully in accordance with these Terms of Service and does not make any promises to Customer, or enter into any agreements with Customer, beyond the scope of the Products and POD Services of uDesignMe offered by the Platform. The Business Seller fully indemnifies uDesignMe for any claims of Customer resulting from any acts or omissions of the Business Seller in violation of this provision.
4. The so-called 'aftersales', including but not limited to Customer service, warranty and handling of returns, will be the Business Seller’s responsibility. The Business Seller guarantees that Customer queries received by it will be answered within twenty-four (24) hours. This does not include Saturdays, Sundays and Holidays. In case of warranty claims, the Business Seller may request support from uDesignMe via the support form in their Business Account.
5. The Business Seller is not entitled to (re)conclude the sale with a Customer outside the Platform.
Article 7 – Payments
1. For each Purchase and Fulfilment Order, the Business Sellers owes a Fee to uDesignMe shown in your Dashboard, which is the total of the Product price and a service fee for POD-printing. The Business Seller acknowledges that uDesignMe is entitled to unilaterally adjust pricing. The Business Seller will be informed of these price changes 30 days prior to the effective date.
2. UDesignMe will set up the Platform such that Customers pay their Order directly to uDesignMe. UDesignMe will collect Payments from Customers. The Business Seller hereby grants to uDesignMe the irrevocable right to exercise, in the name of uDesignMe and to the exclusion of the Business Seller, the Payment collection rights arising from the Purchase Agreements.
3. The Business Seller shall not be entitled to accept Payments made directly to it by the Customer. In this case, the Business Seller will refund the amount received to the Customer and inform the Customers that valid payment in accordance with the General Terms and Conditions can only be made to uDesignMe. The Business Seller accepts that a payment by a Customer to uDesignMe releases the Customer from its obligation to pay Business Seller.
4. The Business Seller bears the risk of Product returns based on the statutory right of withdrawal, in case the Customer is a consumer qualifying for the statutory right of withdrawal and invokes his right of withdrawal timely within the statutory period of 14 days (as specified in Article 6 of the General Terms and Conditions attached as Appendix 1). In that case, you will return the Purchase Price paid by the Customer directly to the Customer’s bank account within the period stated in these General Terms and Conditions (provided the Customer has acted in accordance with his obligations when invoking a right of withdrawal and you have accepted the return). In that case, you are still liable to pay the Fee for the relevant Order to uDesignMe.
5. UDesignMe is not obliged to reimburse the Fee or any other amount to the Business Seller due to a Purchase Agreement being dissolved, unless in case of a justified warranty claim.
6. Customer Payments collected by uDesignMe will be paid to Business Seller, after deduction of the Fee, prepaid shipment costs and any other amounts payable to uDesignMe, into the account number provided by the Business Seller (provided the sum of Customer Payments collected in a calendar month exceeds the sum of Fees payable by Business Seller to uDesignMe for the same payment period). In case you have a credit account with us, we will pay out or charge you with any amount receivable or payable every calendar month. Your uDesignMe Contracting Partner specified in Article 16 prepares an invoice for these payments. With the monthly invoice, uDesignMe provides a specification of Fees, Customers Payments and returns in the preceding calendar months, in reference to the relevant Order numbers. In addition, your Dashboard provides real-time insight in historic sales, outstanding Orders, Order status and Customer claims for each of your Stores.
7. uDesignMe is entitled to suspend payment to the Business Seller if, in the reasonable opinion of uDesignMe, this is necessary to protect its Platform, Customers or third parties, or if the Business Seller acts in violation of the Terms of Service or if there is any suspicion of fraud by the Business Seller.
8. Any amounts to be received from Business Seller in accordance with these Terms of Service shall be immediately due and payable. UDesignMe is entitled to settle all amounts to be received from Business Seller in accordance with these Terms of Service or amounts to be received pursuant to any other agreement entered into with Business Seller. UDesignMe may also choose to send an invoice for these amounts, which the Business Seller must pay within the period stated on the invoice. If uDesignMe decides not to settle, it may suspend payment as mentioned in Article 6.5 as long as the Business Seller owes uDesignMe amounts under these Terms of Service or under any other agreement concluded with uDesignMe.
9. If a Product is lost in the shipping or return process, uDesignMe may choose to refund a portion of the retail value of the Product to the Business Seller as a courtesy. UDesignMe is under no obligation to do so. The Business Seller cannot derive any future rights from the payment of compensation.
Article 8 – E-mail communication between Business Customer and Costumer via the Platform
1. uDesignMe has built an e-mail application for the purpose of communication between the Business Seller and the Customer (including the after sales obligations as mentioned in Article 6.4 of these Terms of Service), which allows the Business Seller to communicate with the Customer via the Platform. This does not affect the Customer's right to contact the Business Seller by telephone.
2. uDesignMe may, if it has legitimate reasons to do so, (temporarily) block access to the e-mail application, for example in the event of (suspected) fraud by the Business Seller.
3. All (communication content & meta) data via this e-mail application is stored by uDesignMe on its servers and can be viewed and used by uDesignMe solely for the purpose of:
- providing support to the Business Seller and/or the Customer in case of questions and/or problems;
- in incidental cases, where there is a suspicion of fraud or other abuse of the Service, to investigate the incident and mitigate its impact on uDesignMe or third parties; and
- analysing process improvements.
4. The Business Seller hereby explicitly consents and authorises uDesignMe to store, view and use the data generated via this e-mail application in accordance with the provisions of section 3 of this article.
5. The communication taking place via this e-mail application will be stored by uDesignMe for a maximum of 6 months.
6. The Business Seller will not use the e-mail application of the Platform for sending any direct marketing messages to Customers, unless you have obtained valid consent from the Customer to send these messages (opt-in).
Article 9 – Product warranty
1. uDesignMe offers to Business Seller the same Product warranties as are offered by the Business Seller to the Customer based on Article 12 section 4 of the General Terms and Conditions (Appendix 1), provided i) uDesignMe handles the Customer warranty claim on the Business Seller’s behalf and ii) the Business Seller provides full cooperation, where necessary, in relation to the warranty claim. In case a Customer is entitled to a refund of Payment based on its rights under the Customer warranty, either of the following applies:
- in case the Customer’s Payment was not yet paid by uDesignMe to the Business Seller under Article 7.6, the Payment will be refunded by uDesignMe directly to the Customer account; or
- in case the Payment was already paid by uDesignMe to the Business Seller, it will be the Business Seller’s responsibility to refund Payment to the Customer directly. In that case, the Business Seller is entitled to a refund of Fees paid for the relevant Product(s), which will be settled by uDesignMe in the invoice for the following calendar month.
2. All further liability of uDesignMe to Business Seller in relation to faulty Products and/or Product non-conformities is explicitly excluded, except for the following:
- uDesignMe guarantees that the Products (excluding any custom designs of Business Seller) are not infringing on any third-party intellectual property rights in the EU or the UK;
- uDesignMe guarantees that, upon delivery to the Customer, the Products, including Product descriptions and specifications made available to the Business Seller for display in the Store, and the Product packaging in which the Products are shipped to the Customer, are compliant with the requirements of applicable product legislation of the European Union and the UK.
3. uDesignMe shall indemnify the Business Seller for any third-party claims (“Claims”) i) resulting from a breach of the guarantees under section 2 of this Article, and ii) for liability under applicable product liability legislation for property damage, physical injury or death caused by Product defects, provided that:
- uDesignMe is notified of a Claim without delay;
- uDesignMe is allowed to handle the defence of the Claim, save for the right of the Business Seller to intervene in order to protect its legal position; and
- the Business Seller cooperates with uDesignMe in the defence against the Claim and provides any assistance where reasonably requested by uDesignMe.
Article 10 – Content
1. For any Product offering, the Business Seller may use the Product images, descriptions and specifications and other UDM Content provided by uDesignMe for the display of the Products in the Store.
2. The Business Seller is granted the non-exclusive, non-transferable right to use the UDM Content in accordance with these Terms of Service for the sole purpose of selling via the Store, which license is automatically and immediately terminated upon termination of your Business Account for any reason.
3. The Business Seller shall follow all possible instructions and guidelines of uDesignMe as may be communicated from time to time relating to the use of the UDM Content or Seller Content in the Store. Any changes by the Business Seller to UDM Content displayed in the Store must be fully in accordance with the requirements of these Terms of Services, including the Acceptable Use Policy, and any guidelines or instructions of uDesignMe in relation thereto. Under all circumstances, any changes to UDM Content are entirely at the Business Seller’s risk.
4. uDesignMe is entitled at all times, at our sole discretion, to remove Seller Content from the Store, or to adapt Seller Content, without any obligation to pay damages to the Business Seller.
Article 11 – Business Seller guarantees
1. The Business Seller guarantees that it is authorised to accept and comply with these Terms of Service and to grant the rights granted herein to uDesignMe, without violating the rights of others.
2. The Business Seller guarantees that:
a) Seller Content does not infringe the rights of third parties including, but not limited to, intellectual property rights (e.g., trademark rights and copyrights);
b) It will not violate the Acceptable Use Policy;
c) In its interactions with Costumers it will act, at all times, in compliance with the General Terms and Conditions attached hereto to Appendix 1;
d) All of the Business Seller’s dealings in connection with the Store and the Seller Content will be fully compliant with applicable laws and regulations, including any laws and regulations relating to the protection of personal data and anti-spam legislation;
e) It will not mislead Customers and/or provide any information to Customers that may be incorrect or misleading (excluding Product information provided by uDesignMe);
f) It will not do anything that may harm the good name and reputation of uDesignMe;
g) All information provided to uDesignMe (including in the Business Account) is accurate and complete;
h) It will act at all times in accordance with the guidelines and instructions in relation to use the Platform and the Services.
3. The Business Seller shall indemnify uDesignMe and its affiliates against all Claims resulting from any failure of Business Seller to comply with the guarantees of this article.
Article 12 – Data
1. By opening a Business Account and accepting the Terms of Service, uDesignMe gains access to certain business data of the Business Seller. uDesignMe also has access to the offer data, including Product data, of Product offerings in the Store. If Product Orders are received by the Business Seller through the Platform, uDesignMe will also have access to the Order data (such as turnover including and excluding VAT, sales, name, address and place of residence (hereafter: "Customer data") and performance data (such as Track and Trace code, returns and cancellations). uDesignMe will process the Customer data for the fulfilment and delivery of Orders on behalf of the Business Seller, for collection of payment and handling of returns. For these purposes, the Business Seller shall act as controller, and uDesignMe shall act as processor of the Customer data under applicable data protection laws, and the parties shall be bound by the terms of the Data Protection Addendum attached hereto as Appendix 3.
2. The Business Seller has insight into its own generated data for each Store connected to its Business Account, including offer data, Product data, Order data, performance data and customer business data. Business Sellers only have access to data provided by themselves or generated by sales of their Products in a Store connected to its Business Account. They do not have access to data from other Business Sellers for privacy, business confidentiality and competition law reasons.
3. The Business Seller shall treat all Customer Data in accordance with all applicable laws and regulations (including but not limited to the General Data Protection Regulation and the UK General Data Protection Regulation), including anti-spam legislation.
Article 13 – Intellectual property rights
1. The Business Seller acknowledges that all intellectual property rights regarding the Platform, the underlying software, the Services, the UDM Content, all websites of uDesignMe and the Products (save for the Seller Content) and the uDesignMe trademarks and logos are and remain the property of uDesignMe, or the licensors or suppliers of uDesignMe, and may not be used in any way by the Business Seller without the prior written consent of uDesignMe. The Business Seller shall always fully respect the intellectual property rights of uDesignMe and third parties.
2. Under no circumstances shall the Business Seller deposit and/or register in its own name, any trademark, business name or domain name registration containing the element "uDesignMe" or any element or logo similar thereto. Prior written approval must be obtained from uDesignMe for any use of the uDesignMe trademark or logo by the Business Seller.
3. The Business Seller guarantees that it will always act in accordance with any notice-and-takedown procedure (NTD) of uDesignMe following a complaint of intellectual property infringement by the Business Seller and/or in the Store.
Article 14 – Restriction of access, suspension and termination of your Business Account
1. uDesignMe is not required to accept your Business Account. It is entitled at all times, without giving reasons, to reject your application for a Business Account and/or to impose additional conditions.
2. A Business Account that has already been created may be blocked, suspended or terminated by uDesignMe at any time, giving reasons. This will, for example, be the case if uDesignMe suspects that the Terms of Service are being violated, if fraud is suspected, if you fail to pay our invoices, if intellectual property rights of uDesignMe or third parties are being violated, if the use of the Account disrupts the proper functioning of Platform or, in our opinion, could harm the good name and reputation of uDesignMe or third parties. This is the case, for example, if the (indirect) owner, shareholder or director of the Business Account has been involved in another Business Account that has been closed for violating these Terms of Service.
3. uDesignMe is under no obligation to continue the Service, or any parts of the Service, and it may decide to discontinue, suspend, restrict or change any part of the Service at any time.
4. Your Business Account may be terminated at any time by either Party upon the other Party’s filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party.
5. The Business Seller may terminate its Business Account at any time with 30 days written notice, by sending an e-mail to uDesignMe using the following e-mail address: udesignme@tshirtandsons.com.
6. The Parties hereby agree that those provisions of these Terms of Service that by their nature are intended to survive the termination of Business Account shall survive the termination notwithstanding the cause of termination of the Business Account. This includes, in particular, any payment obligation of either party under these Terms of Service and the guarantees, indemnities and limitations of liability of Articles 7, 9, 11 and 15.
Article 15 – Liability
1. The Business Seller is fully responsible and liable for all use of the Business Account.
2. The Business Seller fully indemnifies uDesignMe for all damages and/or costs of whatever nature resulting from the non-compliance with one or more obligations of these Terms of Service.
3. Except in connection with uDesignMe’s indemnities provided in these Terms of Service, and unless there is intent and/or gross negligence on the part of uDesignMe, or in case of physical injuries or death, uDesignMe is in no way liable for damage and/or costs of whatever nature incurred by the Business Seller in connection with, or arising from, the Business Seller’s use of the Platform, the Business Account, the UDM Content and/or the Product, such as -but not limited to- damages and costs resulting from the improper functioning of the Platform or Services, technical malfunctions, incorrect Product information or breach of legislation relating to the protection of personal data.
4. In the event that the exclusion of liability as referred to in section 3 of this article is declared invalid or declared null and void in whole or in part by a competent court, the parties hereby agree that uDesignMe will in that case only be liable for direct demonstrable damage/costs incurred (excluding consequential/indirect damage/costs) and that this liability for such direct damage/costs will never exceed €500 (in words: five hundred euros) per calendar year.
5. The limitations of liability of this Article 15 also apply to any liability of uDesignMe under the Data Processing Addendum (Appendix 3 hereto), accept that our liability resulting for a breach of the Data Processing Addendum and/or applicable data protection laws, a capped to a maximum aggregate amount of € 50,000 (in words: fifty thousand euros) per calendar year.
Article 16 – uDesignMe Contracting Party
1. If your registered business address is located in the European Union, the following applies to you:
- “uDesignMe Contracting Party” means T Shirt & Sons B.V., a limited liability company under the laws of the Netherlands, having its office address at L. Janszoon Costerstraat 50, 5916 PS Venlo, the Netherlands, VAT number NL856150290B01 and its website at www.tshirtandsons.com, with Chamber of Commerce registration number 65532910;
- You irrevocably and unconditionally agree that Netherlands law applies to these Terms of Service and to all aspects of the legal relationship between us and you in relation to and/or arising from your use of the Services, including any contractual and non-contractual claims in connection with the validity, effect, interpretation or performance of these Terms of Service;
- You irrevocably and unconditionally agree to submit to the jurisdiction of the court of Amsterdam, the Netherlands, which has jurisdiction to settle any disputes which may arise out of or in connection with the validity, effect, interpretation or performance of these Terms of Service and you similarly irrevocably and unconditionally waive any objection to any claim that any suit, action or proceeding has been brought by uDesignMe in any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
2. If your registered business address is located in the United Kingdom, the following applies to you:
- “uDesignMe Contracting Party” means T Shirt & Sons Ltd, a private limited company incorporated and registered in England and Wales with company number 04745669, having its office address at 7 to 9 Falcon Park, West Wilts Trading Estate, Westbury, United Kingdom, VAT number GB543316365 and its website at www.tshirtandsons.com];
- You irrevocably and unconditionally agree that UK law applies to these Terms of Service and to all aspects of the legal relationship between us and you in relation to and/or arising from your use of the Services, including any contractual and non-contractual claims in connection with the validity, effect, interpretation or performance of these Terms of Service;
- You irrevocably and unconditionally agree to submit to the jurisdiction of the courts of England, which have jurisdiction to settle any disputes which may arise out of or in connection with the validity, effect, interpretation or performance of these Terms of Service and you similarly irrevocably and unconditionally waive any objection to any claim that any suit, action or proceeding has been brought by uDesignMe in any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
Article 17 – Miscellaneous
1. The Business Seller shall never act as an agent or representative of uDesignMe and in particular shall not make any promises or undertake obligations for or on behalf of uDesignMe. The Business Seller shall fully indemnify uDesignMe for all damages and/or costs of whatever nature resulting from non-compliance with this article.
2. The Business Seller is not entitled to transfer the Business Account and/or any of its rights or obligations hereunder to a third party, unless uDesignMe has given its prior written consent.
3. UDesignMe is at all times entitled to change these Terms of Service, the General Terms and Conditions (Appendix 1), the Acceptable Use Policy (Appendix 2) and any other terms, policies or documents referenced in these Terms of Service. UDesignMe will inform Business Sellers 15 days, or as much longer as uDesignMe deems reasonable for Business Sellers to make technical and commercial adjustments, prior to the entry into force of the amended Terms of Service. During this period, the Business Seller may terminate its Sales account as a result of the (proposed) changes, by sending an email to udesignme@tshirtandsons.com.
4. The amendments will not take effect until after the expiration of the above-mentioned period. The amended Terms of Service will be published on the uDesignMe website. If a Business Seller continues to use its Business Account after the 15 days notification period of the amended Terms of Service, it thereby accepts the applicability of the amended Terms of Service.
Appendix 1 – General Terms and Conditions [AdlR3]
Table of Contents
Article 1 - Definitions [AdlR4]
Article 2 - Identity of the trader
Article 3 - Applicability
Article 4 - The offer
Article 5 - The contract
Article 6 - Right of withdrawal
Article 7 - Customers’ obligations in case of withdrawal
Article 8 - Customers who exercise their right of withdrawal and the costs involved
Article 9 - Traders’ obligations in case of withdrawal
Article 10 - Precluding the right of withdrawal
Article 11 - The price
Article 12 - Contract fulfilment and extra guarantee
Article 13 - Delivery and implementation
Article 14 - Extended duration transactions: duration, termination and prolongation
Article 15 - Payment
Article 16 - Complaints procedure
Article 17 - Disputes
Article 18 - Branch guarantee
Article 19 - Additional or different stipulations
Article 20 - Amendment to the General Terms and Conditions
Article 1 – Definitions
In these General Terms and Conditions, the following definitions apply:
1. consumer: a natural person whose actions are not carried out for objectives relating to the course of a trade, a profession or a business;
2. Day: calendar day;
3. Digital content: data that are produced and supplied in digital form;
4. Extended duration transaction: a distance contract relating to a series of products and/or services, whereby the obligation to supply and/or purchase is spread over a period of time;
5. General terms and conditions: means these general terms and conditions;
6. Durable medium: every means - including emails - that enables a costumer or trader to store information that is addressed to him in person in a way that facilitates its future use or consultation during a period that is in keeping with the objective for which the information is intended, and which facilitates the unaltered reproduction of the stored information;
7. Right of withdrawal: the statutory right of a consumer to waive a distance contract within the Withdrawal period;
8. Trader: the online trader identified in Article 2, using these general terms and conditions.
9. Distance contract: a contract concluded between a trader and costumer within the framework of system organized for the distance sale of products, digital content and/or services, whereby sole or partly use is made of one or more techniques for distance communication up to and including the moment that the contract is concluded;
10. Model form for right of withdrawal: the European model form for invoking a right of withdrawal that is included in Annex 1 of these terms and conditions. The trader is not obliged to provide the model form for the right of withdrawal if the consumer has no right of withdrawal with regard to his order;
11. Withdrawal period: the period within which a consumer can make use of his statutory right of withdrawal.
Artikel 2 – Identity of the trader
Name trader: [legal name of the Business Seller, plus any registered trade name, if relevant]
Registered business address:
Office address, should this differ from the registered address:
Telephone number and time(s) at which the trader can be contacted by telephone:
Email address:
Chamber of Commerce number:
VAT identification number:
Should the activity of the Trader be subject to a relevant licensing system: the data of the supervising authority.
Should the Trader practice a regulated profession:
- the professional association or organization with which he is affiliated;
- the professional title, the town/city in the EU or EEA where this was granted;
- a reference to the professional rules that apply in the Netherlands and instructions as to where and how these professional rules can be accessed.
Article 3 – Applicability
1. These general terms and conditions apply to every offer made by the Trader and to every distance contract that has been realized between the trader and a customer, whether or not a consumer. Some clauses, such the right of withdrawal (as provided in Article 6 – 10), only apply where the Customer is a consumer, but not when the Customer is acting in a professional capacity.
2. Prior to the conclusion of a distance contract, the text of these General Terms and Conditions will be made available to the costumer in such a form that they can be easily downloaded and stored by the costumer on a durable data carrier. If this is not reasonably possible, then before concluding the distance contract, the trader will indicate where the general terms and conditions can be inspected electronically and that at his request, they will be sent to the costumer free of charge, either electronically or in some other way.
3. In cases where specific product or service-related terms and conditions apply in addition to these general terms and conditions, the second and third paragraphs apply by analogy and the costumer can always invoke the applicable condition that is most favourable to him in the event of incompatible general terms and conditions.
Article 4 - The offer
1. If an offer is subject to a limited period of validity or is made subject to conditions, this will be explicitly mentioned in the offer.
2. The offer contains a complete and accurate description of the products and/or services being offered. The description is sufficiently detailed to enable the costumer to make a proper assessment of the offer. If the trader makes use of illustrations, these will be a true representation of the products and/or services being offered. The trader is not bound by obvious errors or mistakes in the offer.
3. Every offer contains information that makes it clear to the costumer what rights and obligations are related to the acceptance of the offer.
Article 5 - The contract
1. The contract will be concluded, subject to that which is stipulated in section 4 of this article, at the moment at which the costumer accepts the offer and the conditions thereby stipulated have been fulfilled.
2. If the costumer has accepted the offer electronically, the trader will immediately confirm receipt of acceptance of the offer electronically. The costumer can dissolve the contract as long as this acceptance has not been confirmed by the trader.
3. If the contract is concluded electronically, the trader will take suitable technical and organizational measures to secure the electronic transfer of data and he will ensure a safe web environment. If the costumer is able to pay electronically, the trader will take suitable security measures.
4. The trader may obtain information – within statutory restrictions– about the costumer’s ability to fulfil his payment obligations, as well as about facts and factors that are important for the responsible conclusion of the distance contract. If that research gives the trader proper grounds for declining to conclude the contract, then he has a right, supported by reasons, to reject an order or application or to bind its implementation to special conditions.
5. The trader will send to a costumer, at the latest when delivering a product, service or digital content, the following information, in writing, or in such a way that the costumer can store it on an accessible durable medium:
- the office address of the trader’s business location where the costumer can lodge complaints;
- the conditions under which the costumer can make use of the right of withdrawal and the method for doing so, or a clear statement relating to preclusion from the right of withdrawal;
- information on guarantees and existing after-sales service;
- the price, including all taxes on the product, service or digital content; the costs of delivery insofar as applicable, and the method of payment, delivery or implementing the distance contract; and
- if the costumer is a consumer with a right of withdrawal, the model form for right of withdrawal.
[ARTICLE 6, 7, 8, 9 AND 10 ONLY APPLY WHERE THE CUSTOMER IS A CONSUMER, BUT NOT WHERE THE END CUSTOMER IS A BUSINESS OR ORGANIZATION]
Article 6 - Right of withdrawal
1. When purchasing products, a consumer has the right to cancel the purchase and return the products for a full refund, without giving reasons, during a period of at least 14 days (the withdrawal period). The trader is allowed to ask a consumer for the reason of this withdrawal, but the consumer is under no obligation to state his/her reason(s).
2. The period stipulated in section 1 commences on the day after the product was received by the consumer, or a third party designated by the consumer, who is not the transporting party, or:
- if the consumer has ordered several products: the day on which the consumer, or a third party designated by the consumer, received the last product. The trader may refuse a single order for several products with different delivery dates, provided he clearly informed the consumer of this prior to the ordering process;
- if the delivery of a product involves different deliveries or parts: the day on which the consumer, or a third party designated by the consumer, received the last delivery or the last part;
- with contracts for the regular delivery of products during a given period: the day on which the consumer, or a third party designated by the consumer, received the last product.
Extended withdrawal period for products, services and digital content that is not supplied on a material medium in the event a consumer was not informed about the right of withdrawal:
3. If the trader did not provide the consumer with the statutorily obligatory information about the right of withdrawal or if the model form was not provided, the withdrawal period ends twelve months after the end of the originally stipulated withdrawal period based on the previous paragraphs of this article.
4. If the trader provided the consumer with the information referred to in the previous paragraph within twelve months of the commencing date of the original withdrawal period, the withdrawal period shall end 14 days after the day on which the consumer received the information.
Article 7 - Consumers’ obligations during the withdrawal period
1. During the withdrawal period, the consumer shall treat the product and its packaging with care. He shall only unpack or use the product in as far as necessary in order to assess the nature, characteristics and efficacy of the product. The point of departure here is that the consumer may only handle and inspect the product in the same way that he would be allowed in a shop.
2. The consumer is only liable for the product’s devaluation that is a consequence of his handling the product other than as permitted in section 1 of this article.
Article 8 - Consumers who exercise their right of withdrawal and the costs involved
1. A consumer who wants to exercise his right of withdrawal shall report this to the trader, within the withdrawal period, by means of the model withdrawal form or by sending an e-mail to the customer helpdesk of trader as communicated in the online store.
2. As quickly as possible, but no later than 14 days after the day the consumer reported the withdrawal in accordance with section 1 of this article, the consumer shall return the product in accordance with the instructions of the trader. This is not necessary if the trader has offered to collect the product himself. The consumer will in any case have complied with the time for returning goods if he sends the product back before the withdrawal period has lapsed.
3. The consumer returns the product with all relevant accessories, if reasonably possible in the original state and packaging, and in accordance with the reasonable and clear instructions provided by the trader.
4. The risk and the burden of proof for exercising the right of withdrawal correctly and in time rest upon the consumer.
5. The consumer bears the direct costs of returning the product.
6. If a consumer exercises his right of withdrawal, the purchase agreement with the trader and all supplementary agreements are legally dissolved.
Article 9 - Traders’ obligations in case of withdrawal
1. If the trader makes it possible for a consumer to declare his withdrawal via electronic means (such as by e-mail or filling out an online form), then after receiving such a declaration, he sends immediate confirmation of receipt.
2. The trader reimburses the consumer immediately with all payments, including any delivery costs the trader charged for the returned product, though at the latest within 14 days after the day on which the consumer reported the withdrawal. Except in cases in which the trader has offered to retrieve the product himself, he can postpone refunding until he has received the product or until the consumer proves he has returned the product, depending on which occurs earlier.
3. For any reimbursement, the trader will use the same payment method that was initially used by the consumer, unless the consumer agrees to another method. Reimbursement is free of charge for the consumer.
4. If the consumer chose an expensive method of delivery in preference to the cheapest standard delivery, the trader does not have to refund the additional costs of the more expensive method.
Article 10 - Precluding the right of withdrawal
1. The trader can preclude the right of withdrawal for the following products and services, but only if the trader stated this clearly when making the offer, or at least in good time prior to conclusion of the contract:
- Products or services whose prices are subject to fluctuations on the financial market over which the trader has no influence and which can occur within the period of withdrawal;
- Contracts concluded during a public auction. A public auction is defined as a sales method whereby a trader offers products, digital content and/or services at an auction, under the directions of an auctioneer, and whereby the successful purchaser is obliged to purchase the products, digital content and/or services;
- Service contracts, after full completion of the service, but only if:
i. implementation started with the explicit prior agreement of the consumer; and
ii. the consumer declared having lost his right or withdrawal as soon as the trader had completed the contract in full;
- Service contracts providing access to accommodation, if the contract already stipulates a certain date or period of implementation and other than for the purpose of accommodation, the transport of goods, car rental services and catering;
- Contracts relating to leisure activities, if the contract already stipulates a certain date or period of implementation;
- Products manufactured according to the consumer’s specifications, which were not prefabricated and were made based on a consumer’s specific choice or decision, or which are clearly intended for a specific person;
- Products subject to rapid decay or with a limited shelf-life;
- Sealed products that, for reasons relating to the protection of health or hygiene, are unsuited to returning and whose seal was broken subsequent to delivery;
- Products that, due to their nature, have been irretrievably mixed with other products;
- Alcoholic drinks whose price was agreed when concluding the contract, but the delivery of which can only take place after 30 days, and the actual value of which depends on market fluctuations over which the trader has no influence;
- Sealed audio/video-recordings and computer apparatus whose seal was broken after delivery;
- The delivery of digital content other than on a material medium, but only if:
i. the delivery commenced with the consumer’s explicit prior agreement, and
ii. the consumer declared that this implied his having lost his right of withdrawal.
Article 11 - The price
1. During the period of validity indicated in the offer, the prices of the products and/or services being offered will not be increased, except for price changes in VAT-tariffs.
2. Contrary to the previous paragraph, the trader may offer products or services at variable prices, in cases where these prices are subject to fluctuations in the financial market over which the trader has no influence. The offer must refer to this link with fluctuations and the fact that any prices mentioned are recommended prices.
3. Price increases within 3 months after the contract was concluded are only permitted if they are the result of statutory regulations or stipulations.
4. Price increases more than 3 months after the contract was concluded are only permitted if the trader stipulated as much and:
i. they are the result of statutory regulations or stipulations; or
ii. the costumer is authorized to terminate the contract on the day on which the price increase takes effect.
5. Prices stated in offers of products or services include VAT.
Article 12 - Contract fulfilment and extra guarantee
1. The trader guarantees that the products and/or services fulfil the contract, the specifications stated in the offer, the reasonable requirements of reliability and/or serviceability and the statutory stipulations and/or government regulations in the country of delivery that existed on the date that the contract was concluded.
2. An extra guarantee arrangement offered by the trader, manufacturer or importer can never affect the statutory rights and claims that a costumer can enforce against the trader on the grounds of the contract if the trader failed to fulfil his part in the contract.
3. An extra guarantee is defined as every commitment of a trader, his supplier, importer or manufacturer that grants a consumer rights or claims, in excess of those provided by law, for the event that he fails to fulfil his part in the contract.
4. The costumer who is a consumer has a statutory guarantee of at least 2 years to return faulty or non-conforming products. This period of the statutory guarantee may be longer depending on the applicable law. During the statutory guarantee, the trader must repair or replace them free of charge or give you a price reduction or a full refund. Other costumers (who are not consumers but acting in a professional capacity) have a guarantee of 1 year following the date of delivery of the products to return faulty or non-conforming products. All other guarantees (including implied guaranties) are hereby explicitly excluded.
5. For reporting a claim under the statutory guarantee, the costumer must follow the instructions indicated in the trader’s online store.
6. The burden of proof that delivered products are faulty or non-conforming rests upon the costumer, unless if a statutory reversal of the burden of proof applies.
Article 13 - Supply and implementation
1. The trader will take the greatest possible care when receiving and implementing orders for products and when assessing applications for the provision of services.
2. The place of delivery is deemed to be the address that the costumer makes known to the company.
3. The trader will not accept orders where the place of delivery is outside the countries of delivery as indicated in the trader’s online store.
4. Taking into consideration article 4 of these general terms and conditions, the company will implement accepted orders with efficient expedition, though at the latest within 30 days, unless a different period of delivery has been agreed. If delivery suffers a delay, or if the delivery cannot be implemented, or only partially, the costumer will be informed about this at the latest 30 days after the order was placed. In this case, the costumer has a right to dissolve the contract free of charge.
5. Following dissolution in accordance with the previous paragraph, the trader refunds the costumer immediately the sum he had paid.
6. The risk of damage and/or loss of products rests upon the trader up to the moment of delivery to the costumer at the delivery address indicated by costumer.
Article 14 - Payment
1. Payment conditions are indicated in the check-out procedure of the trader’s online store. The Trader may request immediate payment.
2. If a consumer fails to fulfil his payment obligation(s) in good time, after the trader has informed the consumer about the late payment, the consumer is allowed 14 days in which to fulfil the obligation to pay; if payment is not made within this 14-day period, statutory interest will be payable over the sum owed and the trader has the right to charge reasonable extrajudicial costs of collection he has incurred.
Article 15 - Liability
1. The trader does not, in any circumstances, exclude its liability for fraud, death or personal injury caused by the Seller’s negligence or that of its employees and agents or any other loss which is not permitted to be excluded by applicable law.
2. The trader is not liable for any loss or damage of the customer:
(i) which is not caused by the trader’s breach of these general terms and conditions;
(ii) which is caused by a third party not acting on the trader’s behalf; or
(iii) resulting from a breach of these general terms and conditions due to circumstances beyond the trader’s reasonable control (including, but not limited to, fire, flood, storm, riot, strikes, civil disturbance, war, nuclear accident, disturbances or delays in the trader’s chain of supply not caused by the trader, terrorist activity and acts of God).
3. The trader’s total liability to the costumer for any loss or damage arising in connection to the contract will be limited to a maximum of 150% of the value of the customer’s order.
Article 16 - Complaints procedure
1. The trader provides for a complaints procedure, and will deal with a complaint in accordance with this complaints procedure.
2. A consumer who has discovered shortcomings in the implementation of a contract must submit any complaints to the trader without delay, in full and with clear descriptions.
3. A reply to complaints submitted to the trader will be provided within a period of 14 days, calculated from the date of receipt. If it is anticipated that a complaint will require a longer processing time, then the trader will reply within 14 days, confirming receipt and indicating when the consumer can expect a more elaborate reply.
4. A consumer can also file a complaint through the online dispute resolution platform of the European Union (ODR platform). The ODR platform can be found via the following link: http://ec.europa.eu/consumers/odr/ .
Article 17 - Disputes
1. Contracts entered into between a trader and a costumer and which are subject to these general terms and conditions are subject only to the laws of the country where the trader is registered.
Annex 1 to the General Terms and Conditions
Model withdrawal form
(this form should only be completed and returned if you want to withdraw from the contract)
To: [trader’s name]
[trader’s geographic address]
[trader’s fax number, if available]
[trader’s e-mail address or electronic address]
I/we* herewith inform you that, in respect of our contract regarding
The sale of the following products: [description of the product]*
The delivery of the following digital content: [description of the digital content]*
The supply of the following service: [description of the service]*
I/we* exercise our right of withdrawal.
Ordered on*/received on* [date of ordering services or receiving goods]
[Consumer(s)’ name]
[Consumer(s)’ address]
[Consumer(s)’ signature] (only if this form is submitted on paper)
*Delete or provide supplementary information, as applicable.
Appendix 2 to the Terms of Service
uDesignMe Acceptable Use Policy
This Acceptable Use Policy (“AUP”) describes activities that are prohibited in connection with your use of the Services as described in the uDesignMe Terms of Use.
1. Definitions
In this AUP, the following definitions apply:
“Business Seller” means you, the holder of a Business Account with one or more Stores hosted on the Platform;
“Illegal Content” means content, irrespective of its form, that under the applicable law (including national laws or European Union laws) is either itself illegal, or that the applicable rules render illegal in view of the fact that it relates to illegal activities. This includes, but is not limited to:
- illegal hate speech;
- terrorist content;
- unlawful discriminatory content;
- information, content or products relating to illegal activities;
- images depicting child sexual abuse;
- the unlawful non-consensual sharing of private images;
- the sale of non-compliant or counterfeit products;
- the sale of products or services in violation of consumer protection laws;
- the non-authorised use of material protected by intellectual property rights such as copyrights or trademark rights; and
- unsolicited commercial electronic messages which prohibited under anti-spam legislation.
“Platform” means the uDesignMe online platform which hosts third party Stores;
“Services” means the uDesignMe service(s) offered to Business Sellers on the Platform;
“Store” means your Store created on the Platform;
“Terms of Service” means the Terms of Service of uDesignMe, applying to the Services;
2. Prohibited activities
The Services may not be used for publishing, reproducing, offering for sale, selling or otherwise disseminating Illegal Content, activities contrary to public order or morals, activities in violation of the legal rights or others, deceptive or fraudulent activities, activities in violation of data protection laws, activities that are incompatible with the Terms of Service, or any activities that encourage or facilitate any of the above activities by others.
This includes the illegal Content as defined above under Article 1, but also – to the extent this may not (always) be considered illegal under applicable law – the following content and practices:
- Hateful content: You may not use the Services to promote or condone hate or violence against people based on race, ethnicity, colour, national origin, religion, age, gender, sexual orientation, disability, medical condition, veteran status or other forms of discriminatory intolerance. Also, you may not use the Services to promote or support organizations, platforms or people that promote or condone such hate, or threaten or condone violence to further a cause.
- Malicious and deceptive practices: You may not use the Services to transmit malware or host phishing pages or perform activities or upload or distribute materials that harm or disrupt the operation of the Services. Also, you may not use the Services for deceptive commercial practices or any other illegal or deceptive activities.
- Harassment, bullying, defamation and threats: You may not offer goods, or post or upload content, that harass, bully, defame or threaten a specific individual.
- Self-harm: You may not offer goods or services, or post or upload content, that promote self-harm;
- Disinformation: You may not misuse the Services to disseminate disinformation in contravention of public order or morals or which may be harmful for public health.
3. Measures and statement to Business Seller
a. If uDesignMe establishes that a Business Seller acts in violation of this Acceptable Use Policy, it may impose any of the following restrictions:
a) restrictions of the visibility of specific items of information, content or products provided by the Business Seller, including removal of content or disabling access to content;
b) suspension, termination or other restriction of monetary payments to the Business Seller;
c) suspension or termination of the provision of the Services to the Business Seller, in whole or in part;
d) suspension or termination of the Business Seller’s account.
b. If uDesignMe has the relevant electronic contact details of the Business Seller, it undertakes to notify the Business Seller of its decision referred to in the previous subclause without delay, where possible the same day, about this decision, unless in case the violation of the AUP pertains to deceptive high-volume commercial content disseminated through intentional manipulation of the service, in particular inauthentic use of the service such as the use of bots or fake accounts. Such notification will also include the following information:
a) information on whether the decision entails either the removal of, the disabling of access to, the demotion of or the restriction of the visibility of the information, content or products, or the suspension or termination of monetary payments related to that information, content or products, or imposes other measures referred to in the first subclause with regard to the information, content or products, and, where relevant, the territorial scope of the decision and its duration;
b) the facts and circumstances relied on in taking the decision, including, where relevant, information on whether the decision was taken pursuant to a Notice under UDesignMe’s Notice and Take Down Procedure or based on uDesignMe’s voluntary own-initiative investigations and, where strictly necessary, the identity of the Notifier;
c) where applicable, information on the use made of automated means in taking the decision, including information on whether the decision was taken in respect of content detected or identified using automated means;
d) where the decision concerns allegedly Illegal Content, a reference to the legal ground relied on and explanations as to why the information is considered to be Illegal Content on that ground;
e) where the decision is based on the alleged incompatibility of the information, content or products with the Terms of Service, a reference to the contractual ground relied on and explanations as to why the information, content or products is considered to be incompatible with that ground;
f) information on the possibilities for redress available to the Business Seller in respect of the decision, in particular, if and insofar applicable, through internal complaint-handling mechanisms, out-of-court dispute settlement and judicial redress.
Appendix 3 to the Terms of Service – Data Processing Addendum
PART 1
DATA PROCESSING AGREEMENT
This Data Processing Agreement (‘DPA’) applies to all data processed by the Supplier on behalf of the Buyer. Together, the Supplier and the Buyer are referred to as the “parties”.
1.1.1 ‘Controller’, ‘Processor’, ‘Data Subject’, ‘Personal Data’, ‘Personal Data Breach’, ‘processing’ and ‘appropriate technical and organisational measures’ are as defined in Data Protection Legislation;
1.1.2 ‘Data Protection Legislation’ means each law then in force relating to the collection, processing, storage, privacy and use of personal data, as applicable to either party, including (i) the Data Protection Act 2018; (ii) the EU GDPR; (iii) the UK GDPR; (iv) the Privacy and Electronic Communications Regulations 2003; and (v) all legally binding codes of practice and codes of conduct relating to such Data Protection Legislation;
1.1.3 ‘Domestic Law’ means the law of the United Kingdom;
1.1.4 ‘EU GDPR’meansthe General Data Protection Regulation ((EU) 2016/679);
1.1.5 ‘EU Law’ means the law of the European Union or any member state of the European Union;
1.1.6 ‘UK GDPR’ means the United Kingdom’s retained version of the EU GDPR.
2. DATA processing
2.1 Both parties will comply with all applicable requirements of Data Protection Legislation.
2.3 Without prejudice to the generality of paragraph 2.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the agreements between them:
(a) the Buyer or the Supplier has provided appropriate safeguards in relation to the transfer;
(b) the data subject has enforceable rights and effective legal remedies;
2.3.6 notify the Buyer without undue delay on becoming aware of a Personal Data Breach;
2.4 The Supplier may not appoint a sub-processor without the Buyer’s prior written consent. Where consent is given, the Supplier confirms that it will enter into a written agreement incorporating terms which are substantially similar to those set out in this paragraph 2 with any such sub-processor. As between the Buyer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any sub-processor appointed by it pursuant to this paragraph 2.
2.5 Either party may, at any time on not less than 30 days’ notice, revise this paragraph 2 by replacing it with any applicable controller-to-processor standard clauses or similar terms adopted under Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
Annex – Processing, Personal Data, and Data Subjects
The Supplier will process Personal Data pursuant to its supply and maintenance of the Polaris machines.
The nature of processing entails the storage and use of data to enable printing via the Polaris machines.
The provision of printing services and performance of the agreement.
1.4 Duration of the processing
For as long as the Buyer uses the Polaris machines.
Principally names, addresses, images and biographical details concerning customers of the Buyer, plus any other Personal Data used in conjunction with the Polaris machines from time to time.
Customers of the Buyer (in the broadest sense, and including a customer of a customer and an end recipient of a printed item).
PART 2
CONFIDENTIALITY AGREEMENT
1.1 ‘Confidential Information’ means any information or material – in any form and whether or not designated as confidential – disclosed (directly or indirectly) or made available, by any means, by one party to the other, and relating to the disclosing party’s customers, intellectual property (including that of its customers), partners, contacts, suppliers, services, products, finances, operations, processes, formulae, plans, strategy, market opportunities, customer lists and commercial relationships. In all cases:
(a) it includes information or material containing, or that was created or derived by or on behalf of the receiving party from, the information or material referred to above; and
(b) it does not include information or material that:
(i) was lawfully known by the receiving party prior to disclosure by or on behalf of the disclosing party;
(ii) was disclosed to the receiving party at any time by a third party who had not disclosed it in breach of an obligation of confidentiality owed to the disclosing party or to a third party;
(iii) at the time of disclosure was, or subsequently became, publicly available, other than through any breach of this Appendix 3 by the receiving party; or
(iv) has been agreed by the disclosing party in writing as being excluded from the ambit of Confidential Information.
‘Permitted Purpose’ means the purpose of exercising or performing rights and obligations under, receiving services under, or being advised in relation to, the agreements between the parties.
‘Representatives’ means a party’s employees, officers, consultants, permitted subcontractors, professional advisers and insurers who, in all cases, need to know Confidential Information for the Permitted Purpose and who are themselves under obligations of confidentiality.
1.2 Each party must keep the other party's Confidential Information confidential and must not:
(a) use Confidential Information except for the Permitted Purpose; or
1.3 A party may disclose the Confidential Information of the other party:
(a) to its Representatives;
(b) for the Permitted Purpose; or
(c) as may be required by law, court order or a regulator.
1.4 The receiving party must ensure that its Representatives are aware of the confidential nature of the Confidential Information. Any disclosure of Confidential Information by a Representative of the receiving party is deemed to be a disclosure by the receiving party.