End User Agreement
THIS DOCUMENT IS A BINDING LEGAL AGREEMENT BETWEEN YOU AND VIEUNITE – IF YOU PROCEED TO USE THE SERVICES YOU WILL BE DEEMED TO HAVE ACCEPTED ITS CONTENTS AND WILL BE BOUND BY ITS TERMS, SO PLEASE TAKE TIME TO READ THEM CAREFULLY AND IN FULL.
IMPORTANT WORDS AND DEFINITIONS
“Account” means a user account which is individual to you, which is created for the purpose of becoming a User of the Services.
“Appstore” means, where the Platform is made available by way of a dedicated software programme rather than delivered via a generic internet browser, the appstore used by a User to download that Platform onto its Device.
“Artist” means a User of the Services who lists Artworks which can be purchased through the Platform.
“Artist Content” means Content which an Artist contributes, submits, uploads, publishes or otherwise makes available through the Platform.
“Artworks” means any digital artworks which are listed for purchase through the Platform by the Artist.
“Business Day” means any day, other than a Saturday or Sunday or any public holiday, when the Banks in London are open for business.
“Content” means any text, software, scripts, graphics, photos, sounds, music, videos, audio-visuals combinations, interactive features and other materials you may view on or access through the Platform, including Artist Content and User Content.
“Data Protection Legislation” means for such time as they are in force in England and Wales, all legislation which relates to the protection of individuals’ rights in their Personal Data and the protection of their privacy, including the DPA, GDPR, UK GDPR, PECR and all such legislation as may supplement, amend or replace them from time to time.
“Device” means a mobile phone or other computing device (such as a ‘tablet’) device with internet functionality.
“DPA” means the Data Protection Act 2018 and all subordinate legislation to it.
“End-User” means a User who uses the Services to search and/or purchase Artwork (such as yourself).
“End-User Content” means Content which an End-User (such as yourself) contributes, submits, uploads, publishes or otherwise makes available through the Platform.
“GDPR” means Regulation (EU) 2016/679.
“Intellectual Property Rights” means patents, trademarks, and service marks, rights in design, trade or business names or signs or domain names, copyrights (including without limitation rights in computer software, databases and websites), database rights, rights in confidential information (including without limitation know how and trade secrets), moral rights (and the benefit of any and all waivers thereof), rental and lending rights, topography rights (whether or not any of these is registered and including applications for registration of any such thing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist at any time anywhere in the world and all rights of action and goodwill arising at any time in relation thereto.
“Payment Partner” means our chosen payment partner(s) to process any payments made through the Platform.
“PECR” means the Privacy and Electronic Communications (EC Directive) Regulations 2003.
“Personal Data” has the meaning set out in the Data Protection Legislation.
“Platform” means the [INSERT NAME OF PLATFORM] which is available through our website or other online applications or properties.
“Services” means your use of the Platform and all service, features and functionalities we provide to you through it.
“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA.
“User” means a person who registers an account to use the Platform; and terms such as “Users” shall be interpreted accordingly.
“Vieunite” means Vieunite Limited, a company registered in England and Wales, company number 13883746, with its registered office at Allsee Building, 38 Kettles Wood Drive, Birmingham, United Kingdom, B32 3DB.
“Vieunite Product” means any products or other goods which enables the display of Artworks purchased through the Platform.
Where this Agreement refers to “you” or “your” it means the individual accepting this agreement; where it refers to “us” , “our” or “we” it means Vieunite.
1.1. We may change these terms at any time without notice. Any such changes shall take effect on the next occasion that you make use of the Services. Any such new terms may be displayed on-screen when you next use the Services, and you may be required to read and accept them in order to continue your use of the Services.
1.2. The terms of this Agreement apply to the Services and to any updates or supplements to the Services, unless such additions are provided pursuant to separate terms, in which case those terms shall apply.
1.3. Where you have accessed the Platform through an Appstore, the ways in which you can use the Platform may also be controlled by the Appstore rules and policies and any such rules and policies will apply instead of these terms where there are differences between the two.
1.4. From time to time, we may automatically update the Platform and change the Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Depending on the update, you may not be able to use the Services until you have downloaded, streamed or accepted the updates and accepted any new applicable terms.
1.5. You will be assumed to have obtained permission from the owners of any Devices that are controlled, but not owned, by you which you may use to access or use the Platform. You and they may be charged by your and their service providers for internet access on the Devices. You accept responsibility in accordance with the terms of this Agreement for the use of the Platform on any such Device, whether or not it is owned by you.
1.7. You acknowledge and agree that internet transmissions are never completely private or secure and that any message or information you send using the Platform or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
1.8. Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.
2. YOUR ACCOUNT
2.1. You may need to register and create an Account with us using the Platform if you wish to receive the full benefit of the Services (including making any purchases).
2.2. When you create Account, you must not:
(a) Impersonate another individual;
(b) Create ‘bot’ Accounts or any Account which is controlled by other automated means; or
(c) Share your password, give access to your Account to others, or transfer your Account to anyone else.
2.3. You agree to take measures to maintain the security and secrecy of your Account username, password, and Account information. You must notify us immediately of any breach of security or unauthorised use of your Account that you become aware of.
2.4. You agree that you will be solely responsible for all activity that occurs under your Account.
2.5. You confirm that the information you provide when creating your Account is accurate and complete, and that you will update us via the Platform as and when your information changes.
2.6. By setting up an Account you confirm that you are at least 18 years of age, you are not precluded by domestic laws to use the Services and you have not been previously banned from using the Platform and/or its Services.
3.2. We may, for any reason, suspend, terminate or withdraw your access to the Platform and Services, without notice, reason or liability to you.
4. ORDER AND ACCEPTANCE
4.1. You may place orders (each an “Order”) to purchase the rights to an Artwork specified in clause 5 (“Rights”) to be sold by Artists through the Platform in accordance with the provisions of this clause 4.
4.2. By placing an Order, you are making an offer to an Artist to purchase the Rights. Upon acceptance by an Artist of your Offer, a legally binding contract is formed between you and the Artist, and your Order will be confirmed.
4.3. Once an Order is confirmed, we shall issue a booking confirmation in respect of the Order. Please retain a copy of the Order confirmation together with a copy of this Agreement at the time your Order was confirmed. We will assign an order number to each Order which will be set out in the booking confirmation. Please refer to the order number whenever contacting us about an Order.
4.4. If an Artist informs us that it is unable to accept your Order, whether this is before or after you have received a booking confirmation from us, we will inform you of this and we will not process the Order. If you have already paid for the Order and we still hold your payment for the Order, we will refund you the full amount as soon as possible. Where payment for the Order has been passed on to the Artist, we will use reasonable endeavours to retrieve payment from the Artist but shall not be responsible for any failure to do so.
5. PURCHASED RIGHTS
5.1. Where you make an Order, you will be purchasing the right to display the Artworks through your Vieunite Products using the functionalities and/or features made available to you through such Vieunite Products subject to any applicable Vieunite Product Terms.
5.2. Save for as otherwise set out in clause 5.1, this Agreement does not grant you any rights to, under or in, any patents, copyrights, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other intellectual property or proprietary rights or licences in respect of the Artworks. For the avoidance of doubt, nothing in this Agreement shall prevent, restrict or limit the Artists from selling the Artworks to other persons or exploiting the Artworks in any manner for any reason whatsoever.
6. PRICE AND PAYMENT
6.1. Artists shall have sole discretion to set or change the prices of the Rights in the Artworks. However, the price to be paid for any Rights to an Artwork will always be shown before you make an Order.
6.2. Full payment is required when making an Order. Payments are made using our Payment Partner or any other payment methods which we may add to the Platform from time to time. Use of our Payment Partner’s service will be subject to their terms and conditions. In order to process your payment, you may need to register an account with the Payment Partner and you will be required to accept their terms and conditions.
6.3. You authorise us (or our Payment Partner) to charge your credit or debit card using the payment information provided when making an Order.
6.4. You acknowledge and accept that we will charge the Artist a commission for each sale of the Rights to an Artwork made through the Platform (“Commission”). The rate of Commission will be a percentage of the total amount paid by Users for the Rights to an Artwork. Our Commission will be deducted from payment before it is transferred to the Artist. Our Commission is in consideration for providing the Services and facilitating transactions for the sale and purchase of Rights in an Artwork. The Commission is therefore non-refundable even where this Agreement states that you may be entitled to a refund, or where the Artist agrees to provide you with a refund, for the Rights in an Artwork for any reason.
7. ARTIST CONTENT
7.1. You accept that any img, descriptions, specifications, and other information displayed on the listing of an Artwork has been provided to us by the Artists and constitutes Artist Content.
7.2. You accept that it is each Artist’s sole responsibility, and not ours, to ensure that the Artist Content is accurate, complete and up to date. We require our Artists to ensure that all Artist Content is accurate, up-to-date, complete and not misleading in any way, but we do not verify such content, nor do we have control over the subject matter or content of any Artist Content.
7.3. You accept that each Artist, and not us, is solely responsible for all aspects of their Artist Content. We shall not be responsible or liable for any losses arising from any reliance placed on Artist Content by you and we encourage you to verify all Artist Content directly with the Artist.
7.4. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Vieunite with respect to any such Artist Content.
8. YOUR USER CONTENT
8.1. As a Vieunite account holder, you may submit End-User Content.
8.2. You agree not to provide End-User Content that is:
- (a) false, inaccurate or misleading;
- (b) in breach of any third party rights (including without limitation their Intellectual Property Rights, rights to privacy, or rights to confidentiality);
- (c) abusive or otherwise intended to bully, harass, insult, intimate or humiliate; or
- (d) defamatory, libellous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Vieunite in its sole discretion.
8.3. You represent and warrant to us that you have all rights, permissions and consents to submit any End-User Content to us.
8.4. We have the right to disclose your identity to any third party who is claiming that any End-User Content posted or uploaded by you to our Services constitutes a violation of their rights, including, without limitation, their Intellectual Property Rights, right to privacy or confidentiality or is otherwise in breach of the terms of this Agreement.
8.5. Vieunite may, but shall not be obligated to, review, monitor, or remove your End-User Content, at any time and for any reason, without notice to you.
9. LINKS FROM VIEUNITE
9.1. The Service (including the Content) may include hyperlinks to other web sites that are not owned or controlled by Vieunite. Vieunite has no control and assumes no responsibility for the content, privacy policies or practices of any third-party websites.
9.2. You acknowledge and agree that Vieunite is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
9.3. You acknowledge and agree that Vieunite is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
10. INTELLECTUAL PROPERTY
10.1. All Intellectual Property Rights in the Platform and the Services throughout the world belong to us (or our licensors) and the rights in the Platform and the Services are licensed (not sold) to you. You have no Intellectual Property Rights in, or to, the Platform or the Services other than the right to use them in accordance with these terms.
10.3. Except for your End-User Content, you accept and acknowledge that all Content on the Service is either owned by or licensed to Vieunite by third parties, and is subject to the Intellectual Property Rights of Vieunite or Vieunite’s licensors. Any third-party trade or service marks present on such Content are trade or service marks of their respective owners. Such Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of Vieunite or, where applicable, Vieunite’s licensors. Vieunite and its licensors reserve all rights not expressly granted in and to their Content.
11. LICENCE RESTRICTIONS
Except as expressly set out in this Agreement or as specifically permitted by any local law, you agree:
(a) not to copy the Platform or the Services except where such copying is incidental to normal use of the Platform, or where it is necessary for the purpose of back-up or operational security;
(b) not to rent, lease, sub-license, loan, provide, or otherwise make available, the Platform or the Services in any form, in whole or in part to any person without prior written consent from us;
(c) not to translate, merge, adapt, vary or modify the whole or any part of the Platform or the Services, nor permit the Platform or the Services any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use the Platform and the Services on Devices as permitted in these terms;
(d) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Platform or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Platform with another software program, and provided that the information obtained by you during such activities:
- (i) is used only for the purpose of achieving inter-operability of the Platform with another software program;
- (ii) is not disclosed or communicated without our prior written consent to any third party;
- (iii) is kept secure; and
- (iv) is not used to create any software that is substantially similar to the Platform;
(e) not to provide or otherwise make available the Platform in whole or in part (including object and source code), in any form to any third party without prior written consent from Vieunite; and
(f) to comply with all technology control or export laws and regulations that may apply to the technology used or supported by the Platform or Service.
Together, such conditions shall be the “Licence Restrictions”.
12. ACCEPTABLE USE RESTRICTIONS
As a condition of being granted access to the Platform and the Services you agree:
(a) not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the Service or features that enforce limitation on use of the Service or the Content;
(b) not to launch any automated system (including, without limitation, any robot, spider or offline reader) that accesses the Services in a manner that sends more request messages to the Vieunite servers in a given period of time than a human can reasonably produce in the same period by using a publicly available, standard web browser;
(c) not to submit or transmit any material, including End-User Content, that is unlawful, in breach of third party rights, inaccurate, false, defamatory, offensive or otherwise objectionable in relation to your use of the Platform or any Service;
(d) not to use the Platform or Service in an unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Platform, any Service or any operating system;
(e) not to use the Platform or Service to offer, solicit, arrange, or engage in, any kind of activity or arrangement which is, or which would be unlawful;
(f) not to infringe our rights or those of any third party in relation to your use of the Platform or any Service (to the extent that such use is not expressly licensed by this Agreement);
(g) not to use the Platform or Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other Users; and
(h) not to collect, extract or harvest any information or data from the Platform, any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.
Together, such conditions shall be the “Acceptable Use Restrictions”.
13. WARRANTIES AND DISCLAIMERS
13.1. Although we make reasonable efforts to update all information which is provided by us through the Platform and the Service, we make no representations, promises, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.
13.2. The Platform and Services have not been developed to meet your individual requirements. Please check that the features and functions of the Platform and Services (as set out in the Platform) meet your requirements.
13.3. You agree that the Services (or any part thereof) will not be available during any maintenance carried out by us or our selected third parties. We shall use reasonable endeavours to notify you of any planned maintenance periods. Accordingly, you agree to back up any Content used in connection with the Platform to protect yourself in case of problems with the Platform or Services.
13.4. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
13.5. We do not guarantee that the Platform will be secure or free from errors, bugs, viruses or other vulnerabilities. You should use your own virus protection software.
13.6. Save for as expressly set out in these terms and to the extent permitted by law, no implied terms, warranties or conditions shall apply to the Platform or Services, or their use by you.
14. LIMITATION OF LIABILITY
14.1. References to liability under this clause includes every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
14.2. Vieunite shall not be liable for:
- (a) any loss or damage caused by other Users including any loss in connection with another Users’ conduct;
- (b) your exposure to Artist Content or End-User Content;
- (c) any loss or damage that was not directly caused by Vieunite’s breach of this Agreement;
- (d) any actions or omissions of the Artist or other Users;
- (e) any loss or damage caused by you including without limitation your failure to provide Vieunite with accurate Account information and your failure to keep your password or Account details secure and confidential; or
- (f) any loss or damage that was not, at the time this Agreement was formed between you and Vieunite, a reasonably foreseeable consequence of Vieunite breaching this Agreement.
14.3. Our maximum aggregate liability under or in connection with this Agreement (or any collateral contract) and your use of the Platform and Services shall in all circumstances be limited to the higher of: (i) total fees paid by you to us under this Agreement; and (ii) £1,000 (one thousand GBP).
14.4. Nothing in this Agreement shall limit or exclude any liability that cannot be excluded or limited by English law.
15. RELEASE FROM CLAIMS WITH PROVIDERS
15.1. We do not own, create, provide, control, manage, license or sell any of the Artworks. Artists alone are responsible for the Artworks they provide to you. When an Order is confirmed for the Rights in an Artwork, a legally binding contract is formed solely between you and the Artist. We are not and do not become a party to any contractual relationship for or in connection with the purchase of the Rights.
15.2. As we are not the Artist, we have no control and do not give any commitment relating to the existence, quality, safety, integrity, genuineness or legality of the Artworks, any Artist Content, the ability of the Artist to provide the Artworks and we have no liability in this respect.
15.3. If there is a dispute between you and an Artist, you hereby release us from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. You shall indemnify us and our connected parties against any losses, damages, expenses, costs, liabilities or claims we or our connected parties may suffer or incur arising out of or in connection with any such disputes.
16. TERMINATION OF THIS AGREEMENT
16.1. You may terminate this Agreement at any time, by:
- (a) notifying Vieunite; and
- (b) closing your Account.
16.2. Without prejudice to our rights hereunder, we may terminate this Agreement immediately without notice to you:
- (a) if you commit a breach of this Agreement which you fail to remedy (if remediable) within 3 days after being notified to do so;
- (b) if you breach any of the Licence Restrictions or the Acceptable Use Restrictions;
- (c) if we have any reason to suspect that your use of the Platform and/or Services is unlawful, or that it would bring us and/or other Users or the Platform into disrepute;
- (d) if we believe that we are required to terminate your use of the Platform and/or Services by law or any instruction of a regulator or other body with competent authority; or
- (e) if we withdraw the Platform from service, or otherwise reorganise or restructure our business so as to necessitate the termination or suspension of provision of the Platform to you.
16.3. Without prejudice to our rights hereunder, we may terminate this Agreement, or generally cease offering or deny access to the Platform and Services or any portion thereof, at any time for any or no reason whatsoever, immediately by notifying you in writing.
16.4. On termination for any reason:
- (a) all Bookings will be automatically cancelled, and you will receive a full refund in accordance with our Cancellation Policy;
- (b) all rights granted to you under this Agreement shall cease;
- (c) you must immediately cease all activities authorised by this Agreement, including your use of any Services; and
- (d) you must immediately delete or remove the Platform from all Devices, and immediately destroy all copies of the Platform then in your possession, custody or control and certify to us that you have done so.
16.5. You understand and agree that in order to protect our legitimate business interests you shall not, without our prior written consent, for as long as you hold an Account and for a period of 6 months after the Account is terminated (for whatever reason) in any manner circumvent Vieunite (or the Platform) to solicit or accept business from any Artist you have encountered through the Platform.
17. COMMUNICATION BETWEEN US
17.1. If you wish to contact us, please contact us by e-mail at Admin@Vieunite.com or by post to [Vieunite Ltd, 38 Kettles Wood Drive, Birmingham, B32 3DB.
17.2. If we have to contact you or give you notice in writing, we will do so by e-mail, text message, short message service or by pre-paid post using the contact details you have provided to us or via any messaging or notification service available on the Platform.
17.3. Where any communication or notification is sent by:
- (a) e-mail, text message, short message service or via the Platform, such communication or notification shall be deemed received at the time of transmission (provided that the sender does not receive any kind of transmission failure notice); and
- (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
18. EVENTS OUTSIDE OUR CONTROL
18.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by any act or event beyond our reasonable control, including, without limitation, failure of public or private telecommunications networks (each an “Event Outside Our Control”).
18.2. If an Event Outside Our Control takes place that affects the performance of our obligations under this Agreement, we shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of our obligations will be extended for the duration of the Event Outside Our Control.
18.3. We shall take reasonable steps to prevent or minimise delay.
19. YOUR RIGHT TO CANCEL
19.1. Our Services enables you to download Artworks which constitutes ‘digital content’.
19.2. You accept that once you download the Artworks onto your Vieunite Products, you understand that you will not have a statutory right to change your mind or cancel the purchase of the Rights in the applicable Artworks.
20. OTHER IMPORTANT TERMS
20.1. We may transfer our rights and obligations under this Agreement to another organisation, but this will not affect your rights under this Agreement.
20.2. You may only transfer your rights or obligations under this Agreement to another person if we agree in writing.
20.3. If we fail to insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
20.4. Each of the conditions of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
20.5. This Agreement, and any documents referred to therein, its subject matter and its formation, are governed by the law of England and Wales. You and we both agree that the courts of England and Wales will have exclusive jurisdiction to settle any disputes (including non-contractual) arising from or in connection with this Agreement.
20.6. The use of this Platform is lawful in England and Wales. Should you choose to use the Platform, anywhere else in the world you are responsible for checking local law and ensuring your compliance with it.