1.1 This website (the "Website") is operated and maintained by The Shed Photography, a wholly owned subsidiary of Newton Davine Ltd (the "Company" or "we" or "us"). The Company is registered in the United Kingdom under company number 07551199 with its address at: The Shed Photography, Newton Davine Ltd, c/o WCA, Bodley Yard, Ford Street, Wellington, Somerset, TA21 9PG, United Kingdom.
1.2 Please read these Terms and Conditions carefully as they set out the rules for how we run the Website, how you may exhibit on this Website and how we supply the goods which you may purchase through this Website. By using this Website you accept and agree to be bound by these Terms and Conditions which shall govern the agreement between us.
1.3 We reserve the right to change the contents of the Website, including these Terms and Conditions at any time without notice, by posting such changes on the Website. It is your responsibility to familiarise yourself with the Terms and Conditions regularly to ensure that you are aware of any changes. Your continued use of the Website following the posting of any such changes will constitute your acceptance of the revised Terms and Conditions.
2.1 These Terms and Conditions govern your use of the service offered via the Website ("Service") and all orders placed by you for prints or canvases based on the content advertised on the Website ("Products"). Those who exhibit on The Shed Photography Website are referred to as "Exhibitors". Those who purchase products from the Website are referred to as "Customers".
3.1 The Shed Photography name, and other The Shed Photography graphics, logos, designs, page headers, button icons, scripts, and service names are the property of Newton Davine Ltd in the UK and / or other countries. The Shed Photography trade dress, graphics, logos, designs, page headers, button icons, scripts, and service names may not be used, including as part of trademarks and / or as part of domain names or email addresses under any circumstances. You are granted no right or licence with respect to any such trademarks or service marks and any unauthorised use is strictly prohibited.
4.1 All orders placed by you through our Website will be subject to these Terms and Conditions.
4.2 All orders shall be deemed to be an offer by you to purchase the Products. We are under no obligation to accept your order (whether or not the order has been acknowledged).
4.3 We will send you an email to acknowledge receipt of your order; this does not constitute our acceptance of your order. Once payment for the Products has been received, we will confirm that your order has been accepted.
4.4 Our acceptance of your order brings into existence a legally binding contract between us with respect to an order no such contract shall exist between us until acceptance.
5.1 The Company has made every reasonable effort to display on the Website as accurately as possible a description of the Products. However, some slight variations may occur from time to time in relation to the colours and the appearance of the images from the way they appear on screen. Also, print sizes and material specifications may slightly vary each time. This is due to print variation and these minor variations will not constitute a defective product.
6.1 The price for the Products that you order will be the price quoted on the Website at the date the order is received.
6.2 Please note that we accept payment in pounds sterling via PayPal. If you purchase Products through PayPal using a payment card for a foreign currency denominated account, the conversion rate will be that applied by the relevant payment scheme at the time of processing the transaction.
6.3 If you are purchasing Products from within the European Union, including the United Kingdom, prices include VAT and any other applicable taxes. If you are purchasing Products from any other country, including the USA, you will be responsible for paying any applicable sales, use, excise, value-added, consumption and other such taxes at the appropriate rate from time to time.
7.1 The Company aims to deliver your Products as soon as possible after placing your order. Usually within 14 days. In no event shall we be liable to pay for any damages or penalty for any delay in delivery of the Products however caused.
7.2 All deliveries must be signed for (please ensure that the Products delivered match the driver's paperwork and that the Products are undamaged) and you should keep your delivery note and packaging. You are required to notify customer services at firstname.lastname@example.org or +44 (0)7518 423862 within 14 days of order if any Products are missing or damaged on delivery. Please refer to paragraph 10.2 below.
7.3 Risk in the Products shall pass to you once they have been delivered to the delivery address stipulated in your order and we will not be liable for their loss, damage or destruction after delivery has taken place.
7.4 It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to the possession, use and sale of any Products purchased from this Website. By placing an order, you represent that the Products ordered will be used only in a lawful manner.
8.1 You may cancel your order at any stage before, and up to seven (7) days after you have placed your order with us, provided we have not dispatched the relevant Products to you. To do this you must notify us in writing at the address above or by sending an email to email@example.com.
9.1 We reserve the right to cancel any order (or any part of the order) if for any reason:
9.1.1 The Products ordered by you are no longer available;
9.1.2 The Products are withdrawn from our Service by the authorised licensees or the copyright owners; or
9.1.3 The Products cannot be supplied to you in the country where you reside, in which event we will notify you by email and refund any payments you have made for that order or that part of the order.
9.2 We endeavour to make sure that all prices advertised on the Website are correct. However, if we discover that the Products you have ordered were listed at an incorrect price we will inform you of the correct price as soon as possible. We will give you the option of re-confirming your order or cancelling it; if you choose to cancel your order we will refund any payments made.
9.3 We are in no way obliged to offer any additional compensation for disappointment suffered if your order is cancelled for any reason.
9.4 We reserve the right to modify, suspend or discontinue this Website, the Service or any Products (or any part thereof) at any time with or without notice to you. We shall not be liable to you or any third party for any such modification, suspension or discontinuation.
9.5 You agree to indemnify us and hold us harmless from any and all third party claims and demands, including reasonable legal fees, for damages and costs due to or arising out of your breach of these Terms and Conditions or your use of this Website, the Service or any Products.
10.1 We endeavour to make sure that all Products supplied by us will be free from material defects and be of a satisfactory quality.
10.2 If the Products are materially defective or incorrect on delivery, we shall have no liability to you unless you notify us of the problem within 14 days from the date of delivery by email at firstname.lastname@example.org or +44 (0)7518 423862
10.3 If you notify a problem to us we will:
10.3.1 Make good any shortage or non-delivery; or
10.3.2 Replace any Products that are materially defective or damaged; or
10.3.3 Where Products cannot be made good or replaced, refund you the amount paid by you for the Products in question. Refunds will be credited to the payment method used to make the original purchase.
10.4 We ask that you return the damaged or faulty Products to us and we will reimburse your postage costs provided you send to us your supporting receipts.
10.5 The remedies set out at paragraph 10.3 constitute your only remedies, and our sole and exclusive obligations to you, with respect to any damaged or faulty Products. For the avoidance of doubt, we shall have no such obligation to you if any of the conditions set out in paragraphs 11.2 or 11.3 apply.
11.1 Save as precluded by law, we will not be liable to you or any third party for any indirect, or consequential loss, damage or expenses (including without limitation any loss of materials, interruption of service or wasted expenditure) howsoever arising out of your use of this Website, the Service and/or the Products. We shall have no liability to pay any money to you by way of compensation other than to refund you the amount paid for the products in question. The foregoing limitations shall apply regardless of theory under which such cause of action is brought, whether in contract, tort warranty or otherwise.
11.2 It is your sole responsibility to satisfy yourself that the Products you order from this Website are suitable for your specific purposes. You shall be responsible for ensuring the accuracy of all details provided as part of your order.
11.3 The Company shall be under no liability in respect of any defect in the Products arising from your failure to follow instructions when ordering of the Products via the Website, your use of the Products or your misuse or alteration of the Products.
11.4 Notwithstanding the above, nothing in these Terms and Conditions shall limit any rights you might have as a consumer or other statutory rights that may not be excluded by law, nor exclude or limit our liability to you for any personal injury resulting from our negligence. Further, some countries and states do not allow the exclusion of implied warranties or incidental or consequential damages, so the above exclusions may not apply to you and you may have other rights, that vary from country to country and from state to state.
12.1 We are authorised to produce, distribute and sell the Products. The Company and the appropriate copyright holders retain all rights, title and interest in and to this Website, the Service and the Products including all design, text, images, photographs, still pictures, illustrations, artwork, graphic material and other copyrightable or otherwise legally protectable elements contained therein, together with the selection, sequence, "look and feel" and arrangements of this Website.
12.2 This Website, the Service and the Products are protected by intellectual property laws and your use is subject to the following conditions:
12.2.1 You may only use this Website, the Service and the Products for your own personal use and not for any business-related purposes;
12.2.2 You may not and may not allow others to copy, sell, transfer, distribute, reproduce, modify, alter or create derivative works from this Website, the Service, the Products or any part thereof; and
12.2.3 You may not and may not allow others to modify, decompile, reverse engineer, decrypt, circumvent or otherwise interfere with or alter this Website.
12.3 You are responsible for all use made of the Products you purchase and we will not be responsible for any infringement of third party rights which arise as a result of your use of the Products.
12.4 If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement or you believe that any other claim or illegal activity has arisen in respect of the materials published or accessed via this Website, then you should contact us at: email@example.com, and provide to us, in writing, the following information:
12.4.1 Details of your alleged claim;
12.4.2 Where applicable, a description of the copyrighted work that is claimed to have been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
12.4.3 Identification of the URL or other specific location where the potentially infringing or offending material is located;
12.4.4 Your (or the copyright owner's) address, telephone number, and email address; and
12.4.5 Any other information and/or assistance as may be reasonably required by us.
12.5 All rights not expressly granted herein are reserved.
13.1 We shall have no liability to you for any failure to deliver the Products you have ordered or any delay in doing so or for any damage or defect to Products delivered that is caused by any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, failure of our suppliers or producers, flood, fire, explosion, acts of terrorism or accident.
14.1 The Company does not claim ownership rights of Exhibitors' content. As an Exhibitor, and by exhibiting your work on The Shed Photography Website, you grant the Company a license solely to enable the Company to use any information or content you supply the Company with, so that the Company is not violating any rights you might have in that content. You grant the Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the content, in any media now known or not currently known, with respect to your content. You agree to allow the Company to store or re-format your content on The Shed Photography Website and to display your content on The Shed Photography Website in any way that the Company chooses. The Company will only use personal information in accordance with Company policy.
15.1 As an Exhibitor on the Website, and by exhibiting on said Website, you explicitly confirm that the work submitted to be exhibited is your own, and that as such you possess the intellectual property rights to this work. The Company will in no way be held responsible, and is in no way liable for any penalties or monies to be paid to third-party intellectual property owners if this is not the case. The Exhibitor hereby indemnifies the Company for any claims brought against it for any infringement of third party rights which occur due to the actions or misrepresentations of the Exhibitor
15.2 By submitting work to be exhibited on the Website you grant the Company permission to use any image we choose (including any or all of your images) to sell as prints to members of the public, for which you will receive a commission as specified in 17.2.
15.3 By submitting work to be exhibited on the Website you grant the Company permission to use any image we choose (including any or all of your images) in promotional material to promote The Shed Photography, if we feel it will be advantageous to the Website.
15.4 All Exhibitors must be at least 18 years of age to exhibit on the Website. By agreeing to exhibit work on the Website you agree that you are at least 18 years of age.
16.1 The annual Exhibitor's subscription fee (which is currently £60 sterling per annum) will be paid to the Company by the Exhibitor at the beginning of the membership period, using PayPal.
16.2 Shortly before the end of the 12 month period, the Company will contact the Exhibitor to inform him/her that membership is due for renewal soon. If the Exhibitor wishes to renew his/her subscription for a further 12 months, membership will be continued with the Exhibitor's approval and as long as the subscription is renewed for a further 12 months.
16.3 If the Exhibitor wishes not to renew the subscription, membership will terminate after 12 months of the start of membership and the Exhibitor's work will be taken off the Website at this time.
16.4 The Company will exhibit the Exhibitor's work only for the period that a subscription is paid by the Exhibitor.
16.5 The Company will sell the Exhibitor's work only for the period that a subscription is paid by the exhibitor.
16.6 The Exhibitor will only receive remuneration from sales of their work during the period of time they are paying a subscription.
16.7 The Company does not employ a process of repeat re-billing under any circumstances.
17.1 The Company will pay Exhibitors a percentage of a sale price for any Exhibitor's images sold.
17.2 The percentage paid by the Company to the Exhibitor is currently 25% of the net price (before VAT) of the artwork sold.
17.3 The Company offers no guarantee to Exhibitors that an Exhibitor's work will sell and no guarantee as to its location or prominence on the website.
18.1 The Company has the right to refuse to exhibit an Exhibitors image or images on any grounds. It is at the Company's discretion as to what images will appear on the Website.
18.2 In the unlikely event that an Exhibitor's image is refused, the Company will notify the Exhibitor in a timely manner as to the reason why an image has been refused exhibition.
19.1 The Company has complete discretion over the pricing policy of Exhibitors' images appearing on the Website. By exhibiting on the Website, you, as an Exhibitor, agree to this.
19.2 The Company has complete discretion over the design of the Website and where and how an Exhibitor's work will appear on it.
20.1 The Company will not pass on any personal details of Exhibitors to any third parties, except if the Company believes a third party has a genuine interest in an Exhibitor's work and with the consent of the Exhibitor. Third parties are likely to include gallerists or customers who may wish to commission Exhibitors' work.
21.1 We reserve the right to modify, suspend or discontinue this Website, the Service or any Products (or any part thereof) at any time with or without notice to you. We shall not be liable to you or any third party for any such modification, suspension or discontinuation.
22.1 If any of these Terms and Conditions are found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other Terms and Conditions which shall remain in full force and effect.
22.2 If any of these Terms and Conditions are found to be invalid or unenforceable but would cease to be invalid or unenforceable if some part of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make valid and enforceable.
24.1 The Company reserves the right to link the Website to other third party websites we feel may be of benefit to our Exhibitors or our Customers. You acknowledge and agree that we have little or no control over, and are not responsible for examining or evaluating the content or accuracy of any such third party material or websites. The Company does not warrant or endorse and does not assume and will not have any liability or responsibility for any third party materials or websites, or for any other materials, products or services of third parties. Links to other websites are provided solely as a convenience to you.
24.2 Except for our affiliates, directors, employees or representatives, a person who is not party to the contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such contract. This does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
25.1 The contract between us and any matter arising from or in connection with these Terms and Conditions shall be governed by and construed in accordance with English law and the English courts shall have jurisdiction to resolve any disputes between us.
25.2 Any claim or cause of action against the Company arising out of or related to use of this Website, the Service or the Products or otherwise under these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose.
26.1 You agree that we may provide to you required notices, agreements and other information electronically as specified in these Terms and Conditions. If you want to withdraw your consent to receive notices electronically, you must discontinue your use of this Website.
27.1 You shall not breach or attempt to breach the security of this Website or the Service. Without limiting the foregoing, you shall not: (a) access data or materials not intended for you; (b) log into a server or account which you are not authorised to access; or (c) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorisation. Breaches of system or network security may result in civil or criminal liability. We reserve the right to investigate occurrences which may involve such breaches and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such breaches.
27.2 You agree not to use this Website in any way that may cause the Website or access to the Website to be interrupted, damaged or impaired.
27.3 The Website may host reviews, feedback and comments from customer. Any electronic communications and / or content you send to this Website must be for lawful purposes only. You are responsible for such content, which should not be malicious, defamatory, obscene, racist or designed to offend or to cause annoyance. In particular, such communications and content must not be illegal, abusive, threatening, indecent, defamatory or menacing. It must not breach copyright, trademark, confidence or privacy rights, and must not consist of or include software viruses, political announcements, commercial solicitation or advertising, chain letters, mass mailings or "spam".
27.4 When dealing with this Website you must not use a false email address, impersonate any other person or entity, or mislead the Website and its users as to the origin of any electronic communications or content.
27.5 Unauthorised use of this Website may give rise to a claim for damages and / or be a criminal offence.
28.1 The Website may contain reviews, feedback and other comments submitted by our customers. It is not possible for us to monitor the content of all of these reviews and we therefore take no responsibility for any content, materials, messages and the like that customers may post or view on these areas of the Website. We will endeavour to remove any content which causes or is likely to cause offence as soon as reasonably practical after we have been made aware of this. If you wish to make a complaint with regards to any offensive content, please contact:firstname.lastname@example.org
28.2 The Website is an artistic gallery. The Company cannot be held responsible for any offence caused by artistic images shown on the Website which may offend some visitors to the Website (for example artistic erotic images).
29.1 This Website is intended for residents of the United Kingdom. The Company makes no representations that materials in this Website are appropriate or available for use in other locations. Those who choose to access this Website from other locations do so at their own risk and are responsible for compliance with any and all local laws, if and to the extent local laws are applicable. The failure of the Company to exercise or enforce any right or provision of these Terms and Conditions will not constitute a waiver of such right or provision.
29.2 Except as expressly provided in paragraph 11, the Website, the Service and the Products are provided on an "as is" and "as available" basis. The express warranties stated above are in lieu of all other warranties, express or implied or statutory, including without limitation any implied warranties of merchantability or fitness for a particular purpose and any warranty of non-infringement. The Company makes no representation or warranties as to the timeliness, accuracy or completeness of the Website.
30.1 Unless otherwise expressly stated in these Terms and Conditions, all notices and other forms of communication from you to us must be in writing and sent to our address at: The Shed Photography, Newton Davine Ltd, c/o WCA, Bodley Yard, Ford Street, Wellington, Somerset, TA21 9PG, United Kingdom or by email to: email@example.com..