Terms & Conditions

goodmoodprints.com (“our site”) is a website where artists can upload their designs, to then be sold by us to buyers on our site. This page (together with the documents expressly referred to in it) tells you information about us and the legal terms and conditions (Terms) on which you license to us your design, and we then sell products using your designs to buyers on our site. The products bearing your designs are sold by us, GoodMood Prints Ltd, to consumers using our site. We sell the products as GoodMood on our own behalf, and not as your agent. The contract for sale of the products bearing your design is between us and the buyer. We are GoodMood Prints Ltd, a limited company registered in England and Wales under company number 14180872, whose registered address is Avins Farm, College Road, Ardingly, West Sussex, RH17 6SH.

These Terms will apply to any contract between us for the licensing by you to us of your designs (Contract). Please read these Terms carefully and make sure that you understand them, before registering on our site. Please note that by registering on our site, you agree to be bound by these Terms and the other documents expressly referred to in them.

Please be aware that clause 11 puts limits on our liability to you.

Please check the box marked "I agree to the terms and conditions" when submitting your registration if you accept these Terms. If you refuse to accept these Terms, you will not be able to register on our site. You should print a copy of these Terms or save them to your computer for future reference. Please note that these Terms, and any Contract between us, are only in the English language.

1. INFORMATION ABOUT US

1.1 We operate our site. We are GoodMood Prints Ltd, a limited company registered in England and Wales under company number 14180872 and with our registered office and main trading address at Avins Farm, College Road, Ardingly, West Sussex, RH17 6SH.

1.2 To contact us, please see our homepage where you will find our contact details.

2. INTERPRETATION

2.1 Definitions. In these Terms, the following definitions apply:

Brand Elements: any brand, image, trade mark, or graphic work which you include in a Design.

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Buyer: a consumer making a purchase of products from our site.

Buyer Contract: the contract between us and a Buyer for supply of products under the Buyer Terms.

Buyer Terms: the terms applicable to sales of products by us to buyers, as set out here.

Collection: calendar month log period featuring specific Products.

Products: the prints and framed prints on which the Design has been, or will be, reproduced and that you wish for us to promote for sale on our site.

Commencement Date: has the meaning set out in clause 3.3.

Contract: the contract between you and us for the provision of the Platform and the licensing to us by you of your Design in accordance with these Terms.

Artist Fee: the amount payable to you by us in relation to each sale of a Product by us, having the meaning set out in clause 8.

Design: the drawing, painting, design, logo, artwork, photograph, illustration or other image, including any Brand Elements, which you upload via our site and licence to us for reproduction on the Products.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral 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 for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Purchase Price: the purchase price for the Products stated on our site, including VAT/GST (if applicable).

Registration: your registration to use the Platform as set out in your Registration Form.

Registration Form: the online form available on our site, which you complete and submit to us when you register to use the Platform.

Terms: these terms and conditions as amended from time to time in accordance with clause 9.

Platform: The creation and management tools available on our website www.goodmoodprints.com which allows Artists to upload their Design to our website for production on our Products for sale by GoodMood.

Work: the drawing, design, logo, artwork, photograph, illustration or other image owned by you, which you upload via our site and licence to us for reproduction on the Products.

2.2 Construction. In these Terms, the following rules apply:

2.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

2.2.2 references to the Platform includes the content of the site (Content).

2.2.3 a reference to a party includes its personal representatives, successors or permitted assigns;

2.2.4 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

2.2.5 any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

2.2.6 a reference to writing or written includes email.

3. BASIS OF CONTRACT

3.1 The Registration Form constitutes your offer to subscribe to the Platform in accordance with these Terms.

3.2 By registering on our site, you confirm that:

3.2.1 you are legally capable of entering into binding contracts and, if you are entering into this Contract on behalf of a business entity of any kind, that you are duly authorised by the legal entity on whose behalf you are registering to bind it to this Contract; and

3.2.2 if you are an individual, you are at least 18 years old;

3.2.2 you agree to be bound by our website Terms of Use, Acceptable Use Policy and Privacy Policy, all of which apply to your use of our site.

3.3 Your registration for the Platform shall be deemed accepted, at the point at which you have registered an account, for which you must have checked the box to agree to our terms and conditions, as outlined in the Contract.

3.4 The Contract constitutes the entire agreement between you and us, and you acknowledge that you have not relied on any statement, promise or representation (whether made or given by us or on our behalf) which is not set out in the Contract.

3.5 Any descriptive matter or advertising issued by us or displayed on our site is for the sole purpose of giving an approximate idea of the Platform. They shall not form part of the Contract or have any contractual force.

3.6 These Terms apply to the Contract to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

4. YOUR OBLIGATIONS

4.1 You acknowledge and agree that:

4.1.1 we have sole and complete discretion as to the look, feel and content of our site, and of any offers for Products posted on our site, as well as in respect of the inclusion, omission, positioning, location and all other aspects of presentation of the offers and the Products they relate to, and that we have the right in our sole discretion to remove any offer or Product or any information about you from our site, at any time;

4.1.2 we do not offer you exclusivity of presence on our site, and that third parties may offer for sale via our site Products that are the same as, are similar to, or compete with, the Products;

4.1.3 we do not warrant or guarantee that any offers posted on our site in relation to the Products will be error-free, nor that the posting of an offer on our site will result in the sale of any Products to our customers, or will result in any Artist Fee becoming payable to you.

4.2 You warrant that:

4.2.1 you are the sole legal and beneficial owner of, and own all the rights and interests in, the Intellectual Property Rights in the Design and Brand Elements;

4.2.2 the Design and each Brand Element is your original work and have not been copied wholly or substantially from any other source without a licence permitting their reproduction on Products to be sold by you;

4.2.3 our provision of the Platform in respect of the Design and our sale of any Products bearing the Design will not infringe the Intellectual Property Rights of any third party; and

4.2.4 where sales of the Products are purported to support any third party good cause (whether or not a registered charity) (Good Cause), you will pay the stated proceeds to such Good Cause immediately on receipt of the Artist Fee, and you will only describe the Good Cause as a charity if it qualifies as such under the Charities Act 2011.

4.3 You agree to provide true, accurate, current and complete information about yourself and / or your business as prompted by the Platform registration process (Registration Details). You further agree that, in providing such Registration Details, you will not knowingly omit or misrepresent any material facts or information, and that you will promptly enter corrected or updated Registration Details via the Platform, or otherwise advise us promptly in writing of any such changes or updates. You also agree to update your Registration Details (including, but not limited to, your current email address) as soon as they change.

4.4 You will:

4.4.1 co-operate with us in all matters relating to the Platform, and to the promotion and offering for sale by us of the Products on our site;

4.4.2 provide us with such information and materials as we may reasonably require in order to post and offer for sale the Products on our site and to supply the Platform to you, and ensure that such information is complete and accurate in all material respects; and

4.4.3 permit and cooperate with all activities undertaken by us (or on our behalf) to promote, sell or market the Products, whether directly via our site or through print publications or other media, whether or not owned or operated by us.

4.5 When you register to use the Platform, you will need to enter a unique email address and password to create and access your account. You agree that you will not allow another person to use your User ID to access or use the Platform under any circumstances. You agree that you are solely and entirely responsible for your User ID and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to keep it secure. We are not liable for any charges, damages, liabilities or losses caused by or related to the theft of your User ID, your disclosure of your User ID, or you allowing another person to access and use the Platform using your User ID.

4.6 You are solely and entirely responsible for any and all use of your account. You agree to immediately notify us of any unauthorised use of your account or any other breach of security known to you.

4.7 You acknowledge that the complete privacy of your data and messages transmitted over the internet while using the Platform cannot be guaranteed.

4.8 You shall indemnify us against any liability incurred by us in respect of:

4.8.1 any breach by you of any of the provisions of this clause 4; and

4.8.2 any liabilities, costs (including legal costs), claims, demands, fines, damages, losses (whether direct, indirect or consequential) and expenses arising out of or in connection with that liability or failure, or paid or agreed to be paid by us in relation to the defence or settlement thereof, except to the extent the liability or failure arises as a result of our own action or omission.

5. YOUR LICENCE TO US

5.1 You hereby grant to us a non-exclusive licence on a worldwide basis to do the following, subject to, and in accordance with, the terms of this agreement:

5.1.1 reproduce the Design on the Products for sale by us (as principal);

5.1.2 sell the Products to Buyers via our site; and

5.1.3 reproduce the Design and / or any Product in any advertising or promotional material relating to the Product, including (but not limited to) our site.

6. HOW THE SERVICE WORKS

6.1 Once we have accepted your Registration as described in clause 3.3 above, you will be able to upload the Design to our site. In order to do this, the Design must:

6.1.1 comply in all respects with the standards set out in our Acceptable Use Policy;

6.1.2 comply in all respects with the terms of this agreement; and

6.1.3 be in either PNG or JPG format, and in each case adheres to the following dimensions: For selling up to A1: 9933px by 7016px, up to A2: 7016px by 4961px, at A3: 4961px by 3508px. For selling up to 70cmx70cm (28x28 inches): 8268px by 8268px, up to 50cmx50cm (20x20 inches): 5906px by 5906px, at 30cmx30cm (12x12 inches): 3543px by 3543px

6.2 Once you have successfully uploaded the Design to our site in compliance with clause 6.1 above, and we have received all of the relevant information regarding the offer and the Products it relates to from you, we may offer the Products for sale by us to Buyers. Any Buyers who wish to do so will be able to purchase the Products from our site by placing an order through our site, and our payment processors will take payment of the Purchase Price for the Products stated to Buyers on our site, including VAT/GST (where VAT/GST is applicable) (the Purchase Price).

6.3 We will pay you an Artist Fee in relation to all Products we sell to Buyers, in accordance with clause 8 below.

6.4 We will have absolute discretion over whether we promote the Products, and where and if they live on our website, and the targeting and composition of any promotion. For example, such promotions may comprise a depiction of the Products, your name, the Design, any Brand Elements and/or any title you give the Design, and you authorise us to include those in any promotion.

6.8 In the rare occurrence that there is a failure of a delivery of a Product to a Buyer, and the Product is returned to us, you authorise us to destroy it.

7. SUPPLY OF THE SERVICE

7.1 Although we aim to offer you the best service possible, we make no promise that the Platform will meet your requirements, and we make no warranties or representations that any Products offered for sale on our site will be purchased by any of the third parties who use our site.

7.2 We cannot guarantee that the Platform will be fault free. If a fault occurs in the Platform you should report it to us immediately by contacting us at hello@goodmoodprints.io and we will do our best to correct the fault as soon as we reasonably can.

7.3 Your access to the Platform may occasionally be restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore the service as soon as we reasonably can.

7.4 We reserve the right at any time to make any changes to the Platform which are necessary to comply with any applicable laws or regulations, or which do not materially affect the nature or quality of the Platform.

7.5 The Service does not include the provision of computer or other necessary equipment to access the Platform. To use the Platform you will require internet connectivity and appropriate telecommunication links. We will not be liable for any telephone or other costs that you may incur.

7.6 Registration for the Platform is conducted in the English language only.

7.7 We may share information about your Registration and Products with third parties, including as set out in our Privacy Policy.

8. ARTIST FEE AND PAYMENT

8.1 Subject to any amendment brought into effect in accordance with clause 9, the Artist Fee payable to you in relation to each sale of a Product via our site shall be as outlined in part of the sell journey on the Platform and described in this clause 8.

8.2 Artist Fee will be calculated from the Purchase Price we have received on your behalf from Buyers. The Artist Fee is 30% (or 20% if not exclusive to GoodMood) of the Purchase Price for the print only. If a discount is used for the purchase, the Artist Fee will be 30% (or 20% if not exclusive to GoodMood) of the discounted print price (the discounted print price is equal to the Purchase Price for the print only minus the discount amount applied to that Purchase Price for print only).

8.3 You acknowledge that you will not receive any Artist Fee in respect of orders for Products cancelled by Buyers under applicable consumer laws, including the 14-day right of cancellation under the UK's Consumer Contracts Regulations 2013 and in respect of any defective Products returned by Buyers.

8.4 We will make a single payment to you in arrears for your Artist Fee, within 14 (fourteen) days of the end of each calendar month.

8.5 You must ensure that at all times your correct PayPal details are notified to us, and you must inform us in writing of any changes immediately. You shall reimburse any charges or administrative costs we incur as a consequence of any error in the PayPal details you provide to us, or your failure to notify us of any changes. We will not be able to arrange payment until you have provided your PayPal address.

8.6 In the event of any dispute as to the amount of Artist Fee payable by us to you, the same shall be referred to our external accountants for settlement and their decision, except in the case of manifest error, shall be final and binding on both parties.

8.7 If you are registered for VAT/GST, you must accurately specify your VAT/GST number in your account details section of your profile. If you become VAT/GST registered, you must notify us of this, together with your VAT/GST number, by email to hello@goodmoodprints.io. If you are registered for VAT/GST, VAT/GST will be added to the Artist Fee where payable.

8.8 If you are registered for VAT/GST, and we have obtained and validated your VAT/GST registration number, the following self-billing terms will apply:

8.8.1 We (GoodMood Prints Ltd) agree to do the following: (i) issue self-billed invoices for all supplies and services supplied to us by you until the end of the Contract term; (ii) complete self-billed invoices showing your name, address and VAT/GST registration number, together with all details which constitute a full VAT/GST invoice; (iii) make a new self-billing agreement in the event that your VAT/GST registration number changes.

8.8.2 You agree to do the following: (i) to accept invoices raised by us on your behalf until the end of the Contract term; (ii) not to raise sales invoices for the Artist Fee covered by the Contract; (iii) notify us immediately if you: (a) change your VAT/GST Number; (b) cease to be VAT/GST registered; or (c) sell your business as a whole or in part.

8.9 In the event you are found to have breached this Contract and we terminate your account, you will not be paid any due Artist Fees.

8.10 Any previous sales for Products bearing your designs that were made in conditions where you are found to have breached this Contract, all Artist Fees paid as a result of sales during this period must be returned to GoodMood Prints Ltd.

9. OUR RIGHT TO VARY THESE TERMS

9.1 We may make changes to these Terms immediately if we are subject to a legal or regulatory obligation which obliges us to change them in a manner which does not permit us to give advance notice, or to address an unforeseen and imminent danger related to defending the Platform or our site from fraud, malware, spam, data breaches or technical security risks.

9.2 We will provide at least 15 days' advance notice to you by email for any other changes to these Terms. You may terminate your use of the Platform and the Contract at any time prior to or following such changes coming into effect.

9.3 Any new listed Products after the effective date of any change to these Terms will be subject to that change. If you do not accept any change, you must not use the Platform after the effective date of the change.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 We own all Intellectual Property Rights in or arising out of or in connection with the Platform, the Content and our site.

10.2 You hereby grant to us a non-exclusive, perpetual and irrevocable worldwide licence to include the information you provide to us (the Information) on our site, and to use such information in our own editorial content or promotional materials in any medium, including on our site. The Information includes the Design, any title of your Products, your name, brand, likeness, promotional material and any Brand Elements.

10.3 You acknowledge that, in respect of any third party Intellectual Property Rights in any Information provided for use by us on our site or otherwise in connection with the Platform (including text, data, photographs and other materials), our use of any such Intellectual Property Rights requires you to have first obtained a written licence from the relevant licensor on such terms as will either entitle you to license such rights to us, or grant such rights direct to us. You warrant that you have obtained any and all such licences and shall provide copies of them to us on demand.

10.4 You shall indemnify us against all costs, claims, damages, losses and expenses arising as a result of any claim or action that the Design(s) and/or the Information infringes Intellectual Property Rights belonging to a third party (IP Claim).

11. LIMITATION OF LIABILITY: YOUR ATTENTION IS DRAWN TO THIS CLAUSE

11.1 We do not warrant that our site, the Platform or the Content is virus free. You must take your own precautions in this respect as we accept no responsibility for any infection by virus or other contamination or by anything that has destructive properties.

11.2 In particular, we disclaim all liabilities in connection with the following:

11.2.1 incompatibility of the Content with any of your equipment, software or telecommunications links;

11.2.2 technical problems including errors in or interruptions to the Platform; and

11.2.3 unreliability or inaccuracy of the Content.

11.3 Except as expressly and specifically provided in these Terms:

11.3.1 we shall have no liability for any damage caused by errors or omissions in any information or instructions provided by you in connection with the Platform, or any actions taken by us at your direction; and

11.3.2 all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.

11.4 Subject to clause 11.6, we are not responsible for any of the following:

11.4.1 loss of income or revenue;

11.4.2 loss of business;

11.4.3 loss of profits or contracts

11.4.4 loss of anticipated savings;

11.4.5 loss of data, or

11.4.6 waste of management or office time however arising and whether caused by tort (including negligence), breach of contract or otherwise;

provided that this clause 11.4 shall not prevent claims for any other claims for direct financial loss that are not excluded by any of categories 11.4.1 to 11.4.6.

11.5 Subject to paragraph 11.6, our liability for losses you suffer as a result of us breaking these Terms is strictly limited to the total amount of any Artist Fee paid by us to you over the preceding 12 months, or if none, to a total amount of £100.

11.6 The exclusions and limitations set out in paragraphs 11.4 and 11.5 do not exclude or limit in any way our liability for

11.6.1 death or personal injury caused by our negligence;

11.6.2 fraud or fraudulent misrepresentation; or

11.6.3 any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

11.7 This clause 11 will survive termination of the Contract for any reason.

12. SUSPENSION AND CANCELLATION OF YOUR REGISTRATION

12.1 You can cancel your Registration at any time by informing us in writing. If you do so, you must stop using the Platform immediately.

12.2 These Terms for Artists set out a number of different grounds for us suspending, restricting or terminating the Contract or your Registration. We may also terminate your Registration or the Contract if we need to for commercial, reputational, technical or operational reasons connected with our business.

12.3 We may terminate the Contract (or suspend or terminate your Registration) with any or no notice in the following circumstances. First, if you have breached these Terms for Artists. Second, if it appears to us that your Registration has been or may be used for dishonest, deceptive or unlawful activity. Third, your use of the Platform has damaged (or we determine in good faith that it may damage) legitimate interests of Buyers, other designers submitting designs on our site, or us. Fourth, if we consider that we are under a legal or regulatory obligation to terminate your access to the Platform.

12.4 You may terminate your Registration at any time by ceasing all use of the Platform and contacting us by email at hello@goodmoodprints.io requesting us to deactivate your account. You acknowledge and agree that we may continue to fulfil sales of Products already concluded by us with Buyers prior to termination.

12.5 We will promptly notify you of any termination or suspension of the Contract or your Registration. If we suspend your Registration due to you not having complied with your obligations under the Contract, this suspension will continue until we are reasonably satisfied that you have fixed any non-compliances that have breached this Contract.

12.6 Once your Registration is terminated, you shall have no access to any data on your account, including any data regarding Products.

12.7 Unless we specifically agree in writing otherwise, if we terminate your Registration, you are prohibited from using our Platform again by re-registering with a different User ID.

12.8 In the event that either you or we cancel your Registration and/or the Contract for any reason, part way through a Collection, we will terminate your Product listings and remove it from our site.

12.9 The suspension or cancellation of your Registration and/or the Contract and/or your right to use the Platform shall not affect any rights or remedies we may have.

13. DISCONTINUATION OF PLATFORM

We reserve the right to discontinue the Platform (or any part of it) without notice to you and shall not be liable to you if we exercise these rights. Where reasonably practicable, we will try to give you reasonable notice of any discontinuation of the Platform.

14. HOW WE MAY USE YOUR PERSONAL INFORMATION

We will only use your personal information as set out in our Privacy Policy.

15. GENERAL

15.1 Event Outside Our Control:

15.1.1 For the purposes of this Contract, Event Outside Our Control means an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce or that of any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

15.1.2 We will not be liable to you as a result of any delay or failure to perform our obligations under the Contract as a result of an Event Outside Our Control.

15.1.3 If the Event Outside Our Control prevents us from providing all or part of the Platform for more than six weeks, we will, without limiting our other rights or remedies, have the right to terminate the Contract immediately by giving written notice to you.

15.2 Assignment and subcontracting:

5.2.1 We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party or agent.

5.2.2 You shall not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under the Contract.

15.3 Notices:

15.3.1 To GoodMood Prints: Notice will be sent to the following address: hello@goodmoodprints.io.

15.3.2 To you: your email address as provided in our account information for you.

15.4 Waiver:

15.4.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

15.4.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

15.5 Severance:

15.5.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

15.5.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

15.6 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

15.7 A person who is not a party to the Contract shall not have any rights under or in connection with it.

15.8 Except as set out in these Terms, any variation, including the introduction of any additional terms and Terms, to the Contract, shall only be binding when agreed in writing and signed by us.

15.9 This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.