1.1 This page, along with any other documents referred to in it (together the “Terms”), sets out the legal terms and conditions under which the website and services provided from www.moteefe.com (the “Platform”) operates.
1.2 The Platform provides services by which users (acting as “Designers”) may design products to be made available for purchase from a Designer (each a “Product”) and set up a marketing campaign to advertise those Products with a view to selling the Products to other users (“Purchasers”) through the Platform.
1.3 By using the Platform whether as a registered user (including a Designer or Purchaser) or unregistered visitor, including browsing, ordering or by starting a Campaign, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Platform.
1.4 These Terms constitute a contract between Custom Materials Ltd (“Moteefe”, “We” or “Us”) and you as a user of the Platform. They govern any use of the Platform including setting up a Campaign run by you as a Designer, and any sale or purchase of a Product by a Designer to a Purchaser. As set out in more detail below in clause 5, if you purchase a Product using the Platform, you are entering into a separate contract for the sale of that Product with the relevant Designer and not with Moteefe. Moteefe has no control over the design or marketing of Products and is not the seller of Products on the Platform.
1.5 You should print a copy of these Terms or save them to your computer for future reference. We may amend these Terms from time to time to reflect changes to our services. We will try to give you reasonable notice of any major changes.
1.6 These Terms were most recently updated on 3rd November, 2016.
2. Information about us – Moteefe
2.1 We are Custom Materials Ltd, a company registered in England and Wales under company number 09185258 and with our registered office at 84 Eccleston Square, London, SW1V 1PX, United Kingdom. Please contact us if you want further information.
3. Other applicable terms
3.1 These Terms refer to and incorporate the following additional terms, which also apply to your use of the Platform. Please take the time to read these, as they include important terms which apply to you:
3.1.2 The Moteefe Copyright and Trade Mark Policy, which explains the obligations applicable to Designers not to infringe third party intellectual property rights, and the process for notifying the Designer if you believe your intellectual property rights are infringed by a Product sold by a Designer.
3.1.3 The Moteefe White Label Store Terms, which apply to Designers who select the White Label Store option when setting up a Campaign on the Platform.
4. Setting up and running a Campaign as a Designer
Registering as a Designer
4.1 In order to set up a Campaign as a Designer, you must register with us by completing the online registration process.
4.2 You must provide any information marked as being mandatory. You must also confirm when requested (whether during the registration process or at another time) whether sales of Products by you are subject to VAT or other applicable sales tax. All information you provide must be correct, complete and accurate and we reserve the right to suspend or cancel your account and any ongoing Campaigns if this is not the case. In particular, you acknowledge that if you provide inaccurate or incorrect payment information, or if the information you provide does not enable us to satisfy our fraud and/or anti-money laundering processes in effect from time to time, we will not be able to pay sums to you.
4.3 You will also need to select an email address (or other user name as requested on the Platform) and a password at the time of registering with us. You must keep your password confidential. You must notify Moteefe immediately if: (i) you believe your password has been or may be obtained or used by any unauthorized person; or (ii) you become aware of any other breach or attempted breach of the security of your registered account.
4.4 By registering as a user on the Platform, you represent that you are at least the age of majority relevant in your territory and that you are legally competent to enter into transactions referred to in these Terms, including in particular the sale of Products to Purchasers. If you use the Platform on behalf of a company, partnership or other legal entity, you represent and warrant to Moteefe that you are duly authorized to act on behalf of and to bind that entity.
The Moteefe Services
4.5 Moteefe provides Designers with certain support services (the Moteefe Services) as offered from time to time through the Platform. The details of the Moteefe Services may change from time to time.
4.6 To the extent that the Moteefe Services require us to deal with Purchasers or third parties (including suppliers) on your behalf in order to process and fulfil orders placed by Purchasers for your Products, you hereby authorise Moteefe to act on your behalf. You acknowledge that Moteefe will operate in accordance with these Terms and will use its discretion when dealing on your behalf with orders placed by Purchasers. You acknowledge that we have no obligation to contact you or obtain your consent prior to taking steps in dealing with orders for your Products, or issues raised by Purchasers of your Products. You also acknowledge that Moteefe shall have no liability to you whatsoever in relation to the reasonable exercise of its discretion under this clause 4.6.
4.7 If you select the “White Label Store” option as part of the Moteefe Services when setting up a Campaign on the Platform, you will be asked to accept the separate Moteefe White Label Store Terms, which will apply to your receipt of the WLS Services (as defined in the Moteefe White Label Store Terms). You must read them carefully as there are some differences in the way the relationship between Moteefe and Designers works when we provide you with the WLS Services.
Your responsibilities as a Designer
4.8 You are responsible for ensuring that your use of the Platform, including running and promoting Campaigns and your sale of Products to Purchasers, is in compliance with all laws applicable to you. Your use of the Platform must be in accordance with the Acceptable Use rules set out in clause 4.18 below.
4.9 The Platform allows the Designer to submit content including but not limited to images, photographs, graphics, designs, artwork and text (the “Designer Content”) to create Products. The term Designer Content also includes, for the purposes of these Terms, any comment, forum or other communication posted or published by the Designer on the Platform.
4.10 You (or the relevant third party owning the rights in question) will retain the sole ownership of the Designer Content uploaded by you to the Platform. In submitting Designer Content to the Platform, you expressly grant to us a worldwide, royalty-free, perpetual, transferrable, sub-licensable, non-exclusive, right and licence to use the Designer Content for the purposes contemplated under these Terms.
4.11 You are solely responsible for the creation of the Designer Content that you submit to the Platform, and bear all liability and costs associated with its creation, editing and use on the Platform, including (but not limited to) any royalties or other compensation otherwise payable to third parties in connection with its use. We do not control, monitor or pre-screen the use of Designer Content on the Platform by Designers and are not responsible for it.
4.12 You acknowledge that your setting up and running of a Campaign is subject to Moteefe’s Copyright and Trade Mark Policy, which you must read before setting up a Campaign and which you must comply with.
Promoting your Campaign and selling Products
4.13 Once you have set up your Campaign using the Platform (see How it Works), you may use the link we provide to promote Products and direct Purchasers to buy Product(s) from you through the Platform. You are responsible for marketing and promotion in relation to your Campaign and we take no liability in that regard whatsoever. Any advice or guidance we provide from time to time in relation to the promotion of your Campaign is for guidance only and you must make your own judgment as to whether to apply it to your Campaign. Please note that you may not make any forward looking statements relating to the expected or anticipated results of any Campaign.
4.14 You acknowledge and agree that the ordering and supply of Products by a Purchaser will take place in accordance with the terms set out below. You agree that, on acceptance of an order placed by a Purchaser for a Product, a contract will be formed directly between you and the Purchaser on the terms set out below. Moteefe is not party to that contract. You agree to be bound by and to act in accordance with the terms of the Contract (as defined in clause 5.4) as the Designer.
4.15 When a Purchaser buys a Product from you, the purchase price paid by the Purchaser (the Purchase Price) will be held by us on your behalf. In return for providing the Moteefe Services to you, you agree to pay to us an amount (the Moteefe Fee) notified to you through the Platform and, in relation to each Product purchased, we will pay to you a sum (the Designer Profit) equal to the Purchase Price less the Moteefe Fee. The Designer Profit will be released on dispatch of the Product to the bank account details designated by you, or by such other payment method as is selected by you. The Moteefe Fee may be subject to VAT or other applicable similar sales tax. You are responsible for ensuring you pay all applicable taxes including VAT or other sales taxes on Product sales, and on any income accruing to you or your business in relation to Product sales.
Use of Personal Information provided by us to Designers
4.16 In the event that we disclose personal information about any user of the Platform to you as a Designer, you undertake and agree that you will only send that user relevant and targeted communications and emails regarding products similar to those purchased by that user and that you will not disclose such personal information to any other person without our prior written consent.
4.17 You further undertake that you will include an unsubscribe link in any promotional email you send to any user and will ensure that the email address of any user who unsubscribes from your promotional emails is immediately removed from your database and is not sent further emails.
4.18 You undertake to comply in all material respects with the provisions of the Data Protection Act 1998 as amended from time to time and hereby indemnify us against any claim, loss or expense (including legal fees) suffered by us by reason of any breach of clauses 4.16 to 4.18.
Acceptable Use rules
4.19 You shall ensure that your use of the Platform (including but not limited to any Designer Content submitted by you) does not:
(a) contravene any applicable law or regulation including but not limited to money laundering legislation;
(b) include anything that is false, inaccurate, misleading, offensive, abusive, threatening or defamatory, or that might cause annoyance, inconvenience or distress to any person;
(c) introduce any computer virus, macro virus, Trojan horse, worm, or anything else designed to interfere with, interrupt, or disrupt the normal operating procedures of a computer or to surreptitiously intercept, access without authority, or expropriate any system, data or personal information;
(d) infringe the intellectual property rights of any person;
(e) misrepresent your identity in any way or impersonate any person;
(f) include any material containing personally identifying information about another person, except with the written approval of that person;
(g) contain material which is pornographic, obscene, indecent or offensive, which promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or that may incite hatred or violence against any person or group;
(h) exploit images or the likeness of minors;
(i) advocate, promote or assist any unlawful act; or
4.20 We reserve the right to reject or cancel any Campaign that we, in our absolute discretion, believe violates any of these Terms including the Acceptable Use rules set out in clause 4.19 above.
5. Buying Products
5.1 You can order Products from a Designer by following the ordering process provided on the relevant Campaign page. You will need to provide us with your email address and other information requested in order to process your order.
5.2 The Product order process allows you to check and amend any errors before submitting your order to the Designer. Please take the time to carefully read and check your order at each stage of the order process. You are responsible for providing complete and accurate information and acknowledge that we may not be able to complete your order if you provide us with incorrect or incomplete details.
5.3 After you place an order with the Designer, you will receive an e-mail acknowledging that your order has been received. However, please note that this does not mean that your order has been accepted by the Designer. Acceptance of your order will take place as described in clause 5.4.
5.4 Moteefe will send you an e-mail on behalf of the relevant Designer to confirm acceptance of an order placed by you and to let you know that the Product(s) ordered by you will be produced (the Order Acceptance). A contract for the sale by the Designer and the purchase by you of the Product(s) (a Contract) will only be formed when you receive this Order Acceptance.
5.5 You acknowledge that whether or not an order for a Product can be fulfilled may depend on various factors. In the event that for any reason your selected Products cannot be produced we will refund you for any sums paid and no Contract will have come into existence.
6. Product descriptions, changes and availability
6.1 The images of any Product are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the Products. Products may vary slightly from those images.
6.2 The packaging of the Products may vary from that shown on images on the Platform.
6.3 The Designer may make changes to Products:
(a) to reflect changes in relevant laws and regulatory requirements; and
(b) to reflect changes in suppliers’ materials or processes or to implement minor technical adjustments and improvements.
These changes will not substantially affect your use of the Products affected by the change. If the Designer needs to make more significant changes to Products for which you have placed an accepted order, we will notify you and give you the opportunity to contact us to end the order and receive a full refund before the changes take effect.
6.4 All Products shown on the Platform are subject to availability. The Designer will inform you by e-mail as soon as possible if the Product you have ordered is not available (including for the reason set out in clause 5.5 above) and if that is the case your order for such Product will not be processed.
7. Providing the Products
7.1 The costs of delivery of Products ordered by you from a Designer will be as displayed to you during the order process.
7.2 The Designer is able to provide international delivery to all countries specified on our FAQ page ). If you order Products from a Designer for delivery to one of the international delivery destinations, you acknowledge that your order may be subject to import duties and other taxes or charges which are applied when the Product reaches that destination. You agree that neither the Designer nor Moteefe have any control over these duties, taxes or charges and that you will be responsible for payment of any that are due. If you are unsure, please contact your local customs office for further information before placing your order. You acknowledge that you must comply with all applicable laws and regulations applicable in the country for which the Products are destined. Neither the Designer nor Moteefe will be liable or responsible if you break any such law.
7.3 During the order process the Designer will let you know an estimated date by when the Products will be provided to you. You acknowledge that the Designer may not send Products out for delivery until the end of the Campaign in question. The usual situation is that Products will be shipped within two weeks of the end of the relevant Campaign.
7.4 The Designer is not responsible for delays outside its control. If the supply of the Products is delayed by an event outside the Designer’s control then Moteefe will contact you on behalf of the Designer as soon as possible to let you know and will take steps to minimise the effect of the delay. If there is a risk of substantial delay you may contact Moteefe acting on behalf of the Designer to end the contract and receive a refund for any Products you have paid for but not received.
7.5 If no one is available at your address to take delivery and the Products cannot be posted through your letterbox, the courier will leave you a note informing you of how to rearrange delivery or collect the products from a local depot. If after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot, Moteefe acting on behalf of the Designer will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite reasonable efforts, Moteefe (acting on behalf of the Designer) is unable to contact you or re-arrange delivery or collection, the Designer may end the Contract.
7.6 Products will be your responsibility from the time they are delivered to the address you gave during the order process. You own a Product once the Designer has received payment in full including all applicable delivery charges and taxes.
7.7 Moteefe acting on behalf of the Designer may need certain information from you (including but not limited to accurate address and delivery details) so that it can supply the Products to you. If you do not give this information during the order process or within a reasonable time of being asked for it, or if you give incomplete or incorrect information, the Designer may either end the Contract or make an additional charge of a reasonable sum to compensate it for any extra work that is required as a result. The Designer will not be responsible for supplying the Products late or not supplying any part of them if this is caused by you not giving the required information (including accurate address and delivery details) within a reasonable time being asking for it.
7.8 The Designer may have to suspend the supply of a Product:
(a) to deal with technical problems or make minor technical changes to the Product;
(b) if Moteefe’s Copyright and Trade Mark complaints procedure has been implemented in relation to the Product or the Campaign in question;
(c) to update the Product to reflect changes in relevant laws and regulatory requirements;
(d) to make changes to the Product notified by the Designer to you (see clause 6.3 above).
7.9 Where possible in the circumstances, Moteefe acting on behalf of the Designer will contact you in advance to tell you it will be suspending supply of a Product you have ordered. If the Designer has to suspend the Product for longer than 30 days, you may contact the Designer through the Platform to end the Contract and you will be refunded any sums you have paid in advance.
7.10 Moteefe acting on behalf of the Designer may also suspend supply of the Products if the Designer does not receive payment for any reason.
7.11 Moteefe acting on behalf of the Designer may notify you that it is going to stop fulfilling orders for a Product, including:
(a) in the event that the Moteefe Copyright and Trade Mark complaints procedure has been implemented in relation to the Product; and
(b) if demand for the Product in question during the course of the Campaign has not been sufficient to make it cost efficient to produce the Product.
Moteefe acting on behalf of the Designer will give you as much notice as possible in advance of stopping the supply of a Product and will refund any sums you have paid in advance for Products which will not be provided.
8. Your rights to end the Contract with the Designer
8.1 You can always end your Contract with the Designer. Your rights when you end the Contract will depend on what you have bought, whether there is anything wrong with it, how the Designer has performed and when you decide to end the Contract. In particular:
(a) if what you have bought is faulty or misdescribed you may have a legal right to end the Contract (or to get the Product repaired or replaced), see clause 10;
(b) if you have just changed your mind about the Product, see clause 8.2. You may be able to get a refund if you are within the cooling-off period.
8.2 Please note that you may not change your mind in respect of Products that are made to your specifications or are clearly personalised (regulation 28(1)(b), Consumer Contracts Regulations 2013). However, you may be able to cancel the Contract if you contact the designer within 24 hours of placing your order and the production of the Product has not yet begun. You acknowledge that if you cancel the Contract in circumstances where the right to change your mind does not apply, you must pay the Designer reasonable compensation for the net costs we will incur as a result of your cancellation.
9. How to end the Contract with a Designer (including if you have changed your mind)
9.1 To end the Contract with a Designer, please let the Designer know by contacting us and we will notify the Designer on your behalf. Please provide your name, details of the order including order number and the Product.
9.2 The Designer will pay the costs of return:
(a) if the Products are faulty or misdescribed; or
(b) if you are ending the Contract because the Designer has told you of an upcoming change to the Product (clause 6.3), an error in pricing (clause 11.1), a delay in delivery (clause 7.9) or because you otherwise have a legal right to do so as a result of something the Designer has done wrong.
In all other circumstances, including where you are exercising your right to change your mind, you must pay the costs of return.
9.3 We will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
9.4 If you are exercising your right to change your mind:
(a) the Designer may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the Products, if this has been caused by your handling them in a way which would not be permitted in a shop.
(b) the maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method offered.
9.5 The Designer will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then your refund will be made by the Designer within 14 days from the day on which we receive the Product back from you or, if earlier, the day on which you provide us with evidence that you have sent the Product back to us.
10. If there is a problem with a Product
10.1 If you have any questions or complaints about a Product sold by a Designer, please contact us and we will pass it on to the Designer.
10.2 The Designer is under a legal duty to supply Products that are in conformity with the Contract.
10.3 If you wish to exercise your legal rights to reject Products you must post them back to us to us to hold on the Designer's behalf. The Designer will pay the costs of postage or collection. Please contact us for a return label.
11. Price of Products and delivery charges
11.1 The prices of the Products will be as quoted on the relevant Campaign page on the Platform from time to time. The Designer takes reasonable care to ensure that the prices of Products are correct at the time when the relevant information was entered onto the system. However it is always possible that, despite a Designer’s best efforts, a Product may be incorrectly priced. The Designer will normally check prices before accepting your order so that, if the Product's correct price at your order date is less than the stated price at your order date, the Designer will charge the lower amount. If the Product's correct price at your order date is higher than the price stated to you, the Designer will contact you for your instructions before accepting your order.
11.2 Prices for Products may change from time to time, but changes will not affect any order which has been confirmed with an Order Acceptance.
11.3 The price of a Product does not include delivery charges. The delivery charges are as quoted on the Platform from time to time. Relevant delivery charges are provided when you select an order for purchase, at the check-out.
11.4 You can pay for Products using a debit card or credit card. The list of cards accepted by our payment provider will be notified to you during the order process.
11.5 Payment for the Products and all applicable delivery charges is in advance. Your payment card will be charged when you place the order with the Designer.
12. Intellectual property rights
12.1 Except for Designer Content (as defined in clause 4.8), Moteefe and/or its licensors are the sole owners of the Platform and any intellectual property rights subsisting in it, which includes rights in any software, domains, design, text, graphics and all source code relating to the Platform. We grant you a limited licence to use the Platform solely as set out in these Terms.
12.2 Except as required for the purposes of exercising your rights under these Terms, you may not sell, export, license, modify, reverse engineer, decompile, disassemble, copy, distribute or transmit the Platform (or any part of it) or any material provided through the Platform without our prior express written consent.
12.3 Any unauthorized use of the Platform may result in the immediate termination of the limited license granted by us and the cancellation of any registration with us.
12.4 Moteefe and its logo are registered and unregistered trade marks of Custom Materials Limited. They may not be used without Moteefe’s prior express written permission. Any other trade names or trade marks not owned by Moteefe that appear in connection with the Platform or any Product are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by Moteefe and you should not make any use of them without the owner’s permission. You should contact the Designer of the Product in question in the first instance if you have any queries.
13. Designers’ liability to Purchasers
13.1 The Designer is responsible to a Purchaser for foreseeable loss and damage caused by the Designer. If the Designer fails to comply with these Terms, it is responsible for loss or damage suffered that is a foreseeable result of the breach.
13.2 The Designer does not exclude or limit in any way its liability to a Purchaser where it would be unlawful to do so. This includes liability for death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Products; and for defective products under the Consumer Protection Act 1987.
13.3 The Designer is not liable for business losses. The Designer only supplies Products for domestic and private use. If you wish to use Products for any commercial, business or re-sale purpose you must contact the Designer and agree applicable terms.
13.4 Purchasers acknowledge that any Contract (as defined in clause 5.4) formed in connection with the purchase of a Product is between the Purchaser and the Designer and accordingly, to the extent permissible by law, Moteefe excludes any and all liability to the Purchaser howsoever arising in relation to the purchase of Products and other uses of the Platform except as expressly set out in clause 14 below.
14. Moteefe’s liability to Platform users (including Designers and Purchasers)
14.1 Nothing in these terms shall limit or exclude Moteefe’s liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for us to exclude or restrict liability.
14.2 Subject to clause 14.1 and to the express provisions of these Terms:
(a) Moteefe shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, loss of opportunity or goodwill, loss of data, or for any indirect or consequential loss arising under or in connection with any contract between us; and
(b) Moteefe’s total liability for all other losses arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by the user in question to Moteefe in relation to the transactions to which the losses relate.
15. Disclaimer relating to use of the Platform
15.1 We provide access to the Platform "as is" and without any warranty or condition, whether express, implied or statutory. We do not guarantee that the Platform will always be available or that access to it will be uninterrupted. Access to the Platform is permitted on a temporary basis. We may suspend, withdraw or discontinue or any part of the Platform without notice. We will not be liable to you if, for any reason, the Platform is unavailable at any time or for any period.
15.2 We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement relating to the Platform. We assume no liability or responsibility for any errors or omissions in the Platform or any information presented on it; any failures, delays or interruptions in the Platform; any losses or damages arising from the use of the Platform; or any conduct by other users of the Platform.
15.3 We reserve the right to deliver the Platform in our sole and absolute discretion.
16.1 You agree to defend, indemnify and hold Moteefe and any related companies, and each of their respective shareholders, directors, officers, employees, agents and merchant partners harmless from and against any and all claims, damages, costs and expenses, including reasonable attorneys' fees, arising from or relating to your use of the Platform and our services and your violation of these Terms.
17.1 When we refer, in these Terms, to "in writing", this will include e-mail.
17.2 We may assign our rights and obligations under these Terms to any person.
17.3 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
17.4 These Terms apply between you as a user of the Platform (or a Designer) and us. They also apply between a Designer and a Purchaser in relation to the purchase of Products. No other person shall have any rights under or in connection with these Terms whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise. For the avoidance of doubt, a Purchaser shall be entitled to enforce its rights under these Terms directly against a Designer, and vice versa.
17.5 If any court or competent authority decides that any term of these Terms is held to be invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law.
17.6 If a party fails to insist that another party perform any of its obligations under these Terms, or a party does not enforce its rights against the other, or if it delays in doing so, that will not mean that it has waived its rights against the other party and will not mean that the other party does not have to comply with those obligations. If a party does waive a default by another party, it will only do so in writing, and that will not mean that the first party will automatically waive any later default by such other party.
17.7 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. This includes a Contract between a Designer and a Purchaser for the purchase of Products through the Platform. The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction. In addition, if you are acting as a consumer, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform.