These terms and conditions are the terms and conditions on which A&B agrees to sell Artwork to the Customer. If A&B accepts the Customer's Order, the Customer and A&B will be legally bound by these terms and conditions. Please note in particular clause 11 which limits A&B's liability to the Customer.
1. Definitions
"Artist" the original creator of the Artwork
"Artwork" artwork produced by the Artist and licensed for resale to A&B by the Artist in such form and format as identified by the Customer in their Order.
"A&B" Arts & Business Services Limited (company number 4027285) of Nutmeg House, 60 Gainsford Street, London SE1 2NY.
"Customer" the person or company placing an Order.
"Discount" discounts as agreed from time to time with Customers.
"IPR" means Intellectual Property Rights including copyright, design right, trade marks, patents and any other similar rights whether registered or unregistered existing anywhere in the world.
"Order" any order placed by the Customer via telephone or email to A&B for the purchase of Artwork.
"Price" the price as displayed on the Website for the Artwork to be purchased by the Customer as indicated in the Customer's Order.
"Visual" a service for business and their employees allowing for the sale of Artwork and other related services.
"Website" the website accessible via www.visualforbusiness.com and all other domain names owned and operated by A&B linking to the same content.
2. Orders
2.1 By submitting an Order, the Customer will be deemed to accept these terms and conditions.
2.2 The Customer must submit their Order(s) via the telephone number or email address displayed on the Website. The Customer will be responsible for ensuring the completeness and accuracy of their Order(s) and A&B will not be liable for the Customer's failure to provide complete and accurate information in their Order.
2.3 No Order will be validly submitted except via the email address or telephone number displayed on the Website. Any terms and conditions that the Customer attempts to add to these terms and conditions Agreement in the course of making and Order will be void.
2.4 No Order will be deemed to have been accepted by A&B until A&B notifies the Customer in writing (which may be by email) of acceptance of the Order.
2.5 A&B reserves the right to reject any Order submitted by the Customer for any reason.
2.6 A&B reserves the right to cancel any Order before delivery in the event that any payment of the Price of the Artwork fails.
2.7 Without limitation to the provisions relating to Limitation of Liability in clause 11 below, A&B will not be liable or otherwise responsible for any loss or damage caused to the Customer by cancellation of an Order by A&B in accordance with clauses 2.5 and 2.6 above.
3. Availability of Artwork
3.1 The Artwork displayed as available on the Website is subject to stock and supply availability and there may be some delay in updating the Website with regard to the availability of Artwork.
3.2 The Customer acknowledges and accepts that A&B is reliant on its supply chain including third-party suppliers of Artwork to A&B in fulfilling Orders. We aim to fulfil Orders within 28 days, however, in the event that an Order is placed which A&B cannot fulfil within 28 days as a result of reliance on third-party suppliers, A&B will inform the Customer as soon as practicable and delivery may be delayed until such time as stock is available.
4. Artwork and Sales
4.1 In consideration of payment by the Customer to A&B of the Price of each Order in accordance with clause 5 below, A&B agrees to deliver the relevant Artwork to the Customer in the relevant form and format in accordance with the Customer's Order.
4.2 A&B has licence arrangements with the Artists whose work is sold via the Website. In the event that any such licence is terminated for any reason, A&B will be entitled to cancel any outstanding Order prior to delivery in the event that the terms of the licence with the relevant Artist will not allow A&B to fulfil the order. In such circumstances the Customer will be provided with a full refund of the Price for that Artwork.
4.3 The Customer agrees and accepts that:
4.3.1 A&B provides the Artwork without any warranty and A&B will have no responsibility for the content of the Artwork ordered by the Customer;
4.3.2 A&B is not responsible for reviewing or editing any of the content of the Artwork or other information contained in or relating to the Artwork and the Customer acknowledges and accepts that the Artwork is provided to A&B on the basis that A&B will not exercise any control or judgement of the content of the Artwork;
4.3.3 accordingly, the artwork is provided to the Customer "as is" and "as available" the Customer must accordingly judge the suitability of the Artwork for the purpose intended and the Customer purchases the Artwork at the Customer's own risk;
4.3.4 reasonable variations in colour, size and appearance between the Artwork as displayed on the Website and the Artwork actually delivered to the Customer are possible and A&B will not be liable for any such minor variations.
5. Prices and Payment
5.1 The Prices displayed on the Website are quoted in £Sterling and exclude VAT, packaging and delivery.
5.2 The Price for each Order will be calculated by A&B in accordance with A&B's standard advertised Prices for the Artwork as set out on the Website minus Discounts (if applicable). Prices for Artwork and delivery and other charges displayed on the Website are current at the time of display and exclude VAT. However, A&B does not accept liability for any errors in such Prices. Pricing is subject to change at anytime without notice.
5.3 A&B will provide the Customer with an invoice for the Artwork, packaging, delivery and VAT. Payment must made via cheque, bankers draft or bank transfer to the A&B bank account as detailed on the invoice.
5.4 Delivery costs will be calculated by A&B on the basis of the standard charges charged by carriers used by A&B which may vary from time to time and vary according to the country of destination and weight of the Artwork. This cost will be confirmed by A&B to the Customer prior to submitting their Order and the Customer agrees to pay such delivery costs to A&B in addition to the Price.
5.5 A&B will provide the Customer with a receipt for all payments made to A&B.
5.6 No Order will be processed or accepted by A&B and no Artwork will be delivered to the Customer until the invoice is paid in full and A&B is in receipt of cleared funds from the Customer.
5.7 A&B's standard Prices for Artwork are subject to change from time to time by A&B and any such change will be notified by amending the relevant Price displayed on the Website.
6. Restrictions of the Internet
6.1 The Customer acknowledges and accepts that:
6.1.1 A&B has no control over the Internet which is a worldwide network of computer systems. Access to the Website will not be error free or uninterrupted and may be variable; and
6.1.2 information and other material accessible over the Internet via the Website including the digital content on the Website may contain viruses, worms, Trojan horses, cancel bots, or other harmful and destructive elements. A&B will not be liable for any direct, indirect, incidental or other loss or damages which result or may result from the Customer’s access to or use of the Internet or the Website.
6.2 The Website is maintained by A&B’s web hosting service provider. Every effort is made to ensure the continuity of the Website, but some occasional technical downtime beyond A&B’s control and/or the control of A&B’s hosting service provider may occur. Such downtime may prevent the Website or its content being available for the duration of the downtime and may result in errors occurring in the posting of Orders via the Website. A&B will not be liable for such delays nor errors resulting from any cause beyond A&B’s control and/or that of A&B’s web hosting provider including hosting server downtime.
7. Cancellation
7.1 Subject to these terms and conditions, the Customer may cancel any Order by email to A&B at visual@AandB.org.uk quoting “Order Cancellation” in the subject heading and the relevant Order reference number in the body of the email. Cancellation of an Order may only be made in accordance with clause 7.2 below.
7.2 In accordance with the Consumer Protection (Distance Selling) Regulations 2000, the Customer is granted a cancellation period of seven (7) days from the date of submission of the Order. The following will, therefore, apply to any cancellation received by A&B:
7.2.1 in the event that the Customer cancels its Order within the abovementioned seven (7) day period, on return by the Customer of the Artwork in perfect condition if already despatched, the Customer will be granted a full refund of the relevant Price;
7.2.2 in the event that the Customer cancels its Order after the end of the abovementioned seven (7) day period, the relevant Price paid to A&B by the Customer will be non-refundable, subject to clause 9.
7.3 The terms of this clause 7 regarding cancellation of Orders are without prejudice to A&B’s Returns Policy set out in clause 9 below.
8. Delivery of Artwork
8.1 On receipt of payment of the Price from the Customer by A&B for an Order, A&B will arrange for delivery of the relevant Artwork to the Customer to the address stated by the Customer in the Order. Delivery to P.O. Boxes will not be made.
8.2 Subject to A&B’s Returns Policy set out in clause 9 below, and unless otherwise agreed in writing by A&B, title and risk in all Artwork delivered by A&B to the Customer pursuant to an Order will take place once the Artwork is despatched for delivery by A&B.
8.3 Any timescales or dates indicated for delivery of Artwork are for guidance only and time for delivery will not be of the essence in this Agreement. If no timescales or dates are so indicated, delivery will be made by A&B within a reasonable time. Notwithstanding this, under usual circumstances Artwork for delivery in the United Kingdom should be despatched within 10 to 12 days from the date of the Order.
8.4 Any liability of A&B for non-delivery of the Artwork will be limited to replacing the Artwork within a reasonable time (except in the case of Original Artwork where no replacement is possible) or issuing a refund of the Price paid to the Customer. Reasonable evidence of non-delivery will be required by A&B and A&B will not be liable for more than one replacement of undelivered Artwork.
8.5 Without limitation to the provisions relating to Limitation of Liability in clause 11 below, A&B will not be liable or otherwise responsible for any loss or damage caused by late or delayed delivery of the Artwork to the Customer.
9. Returns policy
9.1 In the event that any Artwork delivered to the Customer pursuant to their Order is damaged or of a quality or specifications which are reasonably less than that represented on the Website or requested in the Order, the Customer may return the Artwork to A&B within 14 days of the date of delivery of the Artwork and, subject to clause 9.2 below, A&B will, at the Customer's preference, either:
9.1.1 provide a replacement copy of the Artwork to the Customer; or
9.1.2 provide the Customer with a full refund of the Price and reasonable delivery costs within a reasonable time which under usual circumstances should be no more than 28 days.
9.2 A&B's Returns Policy set out in clause 9.1 above is subject to the following terms:
9.2.1 any Original Artwork delivered to the Customer by A&B will be non-replaceable, and in the event of the return of an Original piece of Artwork by the Customer in accordance with clause 9.1 above, only a refund of the Price paid by the Customer will be available;
9.2.2 in no circumstances will returned Artwork be replaced by a different Artwork from that originally requested in the Order. A new Order will be required for different Artwork;
9.2.3 undamaged Artwork or Artwork of a satisfactory quality will be non-returnable under A&B's Returns Policy;
9.2.4 all returns of Artwork must be made in accordance with clause 9.3 below.
9.3 In order to return any Artwork pursuant to A&B's Returns Policy set out in clause 9.1 above, the Customer must complete the following procedure:
9.3.1 the Customer must obtain a copy of the A&B Returns Form by emailing a request for the form to visual@AandB.org.uk
9.3.2 the Customer must complete the A&B Returns Form, which must include the reference number of the Order, details of the reasons for return and whether replacement or refund is required;
9.3.3 in response to receipt of a completed A&B Returns Form from the Customer, A&B will provide full written details of where the Customer should deliver the returned Artwork;
9.3.4 on receipt of the Customer's returned Artwork at the address indicated, A&B will replace the Artwork or refund the Price in accordance with the relevant A&B Returns Form.
10. IPR (Intellectual Property Rights)
10.1 All IPR in the Artwork sold by A&B pursuant to an Order under these terms and conditions are and will remain the property of the relevant Artist(s) as properly licensed to A&B, and nothing in these terms and conditions will in any circumstances assign, sell or otherwise transfer the IPR in the Artwork to the Customer or any other person. Furthermore, the Customer is not granted any licence of the IPR in the Artwork by virtue of these terms and conditions. All IPR of the relevant Artist are hereby asserted and reserved.
10.2 Accordingly, Artwork is sold by A&B to Customers for non-commercial use by the Customer only and reproductions of the Artwork may not be made or re-sold without the express permission of the relevant Artist.
10.3 The Customer will be responsible for the Customer’s use of the Artwork and the Customer acknowledges and accepts that A&B does not make any representation or warranty about the Artwork whether express or implied. For the avoidance of doubt, A&B does not warrant that the Artwork will not contain or include any content that is likely to infringe the IPR of any third party.
10.4 Subject to clause 11 below, A&B will not be liable to the Customer for damages, costs and losses incurred by the Customer arising out of any claim made against the Customer for infringement of any IPR of any third party caused by the Artwork or the Customer’s use of the Artwork.
10.5. A&B™, A&B®, VISUAL™, VISUAL GALLERY™, the VISUAL LOGO and the A&B LOGO and associated brand features are trade names or trade marks of A&B Limited, the use of which is expressly forbidden by the Customer or any other person without the express permission of A&B.
11. Limitation of Liability
11.1 The Customer acknowledges and accepts that the following terms reflect a fair allocation of risk between the parties. These terms and conditions set out A&B’s entire liability to the Customer and all other liability of A&B to the Customer is hereby excluded, subject that nothing will exclude or restrict A&B’s liability for fraudulent misrepresentation and/or for death or personal injury to the extent that such injury results from A&B’s negligence.
11.2 Subject to clause 11.1 above, the Customer agrees that A&B’s total liability under these terms and conditions will not exceed the Price actually paid by the Customer to A&B relating to the relevant Order giving rise to the alleged claim or the sum of £500 whichever is the lower, including where such liability arises out of A&B’s negligence.
11.3 In no event will A&B be liable to the Customer whether in contract, tort, by statute or otherwise for any special, indirect or consequential loss or damage arising out of or in connection with the sale of the Artwork to the Customer, including without limitation: loss of business and/or goods, loss of goodwill, loss of profits, loss and/or corruption of data and/or damages awarded against the Customer as a result of legal proceedings by any third party in relation to the Artwork, including any claim that the Artwork infringes the IPR of any third party. For the avoidance of doubt, neither the types of loss and/or damage specified above nor any similar types of loss and/or damage will constitute direct loss for the purposes of this agreement.
11.4 A&B will not be liable to the Customer for any acts, omissions or failures of third party sub-contractors used by A&B in delivering Artwork to the Customer pursuant to Orders placed by the Customer under these terms and conditions, including but not limited to intermediary suppliers of Artwork, service providers for the delivery of Artwork and service providers of the secure online e-commerce payment system on the Website.
11.5 Nothing in these terms and conditions will limit your statutory rights as a consumer.
12. Warranties
12.1 The Customer warrants and undertakes that:
12.1.1 it has the power and authority to enter into this contract with A&B;
12.1.2 it will not use the Website or Artwork for any unlawful purpose or which gives rise to civil or criminal liability;
12.1.3 it will not use the Website or Artwork in conjunction with any abusive, illegal, pornographic, defamatory, libellous, untrue, discriminatory, obscene, inflammatory or racist material or in any way which will or is likely to bring the relevant Artist or A&B into disrepute;
12.1.4 it will not use the Website or Artwork to infringe the IPR of any third party.
12.2 Notwithstanding the above, the Customer warrants that the Customer will be truthful and honest in its use of the Website and make purchases of Artwork in a responsible and reasonable manner and only as envisaged by these terms and conditions.
12.3 Any breach of these warranties will entitle A&B to cancel any Order at A&B’s discretion and A&B may at its discretion cancel all or any other Orders made by the Customer and terminate this agreement without notice.
12.4 A&B gives no warranties with regard to the Artwork or with regard to the content of the Website and to the maximum extent permitted by law, A&B excludes liability for all representations, warranties, conditions and other terms which but for this notice would have effect or be implied.
12.5 The Customer will indemnify and hold harmless A&B in full and defend at its own expense A&B against all claims, liabilities, costs and losses whatsoever and howsoever incurred by A&B arising out of any claim made against A&B as a result of the breach by the Customer of the above warranties.
13. Data Protection
The Customer agrees to the reasonable processing of personal data (as defined in the Data Protection Act 1998) by A&B for the purposes of processing the Customer's Order and delivering the Artwork to the Customer. In processing data, A&B will comply with all relevant legislation, including, but not limited to, the Data Protection Act 1998.
14. Termination
14.1 A&B may terminate this Agreement at any time for any reason on notice in writing (which may be an email) to the Customer in the event of any breach by the Customer of the provisions of these terms and conditions.
14.2 On termination, any outstanding Order of the Customer will be immediately cancelled. Except as otherwise provided in these terms and conditions, the Price paid to A&B for the relevant Order will be refunded on termination, unless relevant Artwork in question has been despatched to the Customer prior to termination in which case the relevant Price will not be refunded.
15. Notices
15.1 Any notices required or permitted under these terms and conditions will be given in writing (which may be email) and will be deemed to have been properly given:
15.1.1 48 hours after being posted by first class mail (by airmail if sent internationally) with postage prepaid to the address set out on the submission or other address notified for the purpose; or
15.1.2 at close of business on the day of effective transmission if sent by email to an email address notified for that purpose.
16. Force Majeure
A&B will not be liable for failure to meet its obligations under these terms and conditions if A&B, or its contractors, are prevented from or delayed in doing so due to circumstances beyond A&B's reasonable control including, without limitation, acts of God, governmental actions, war, acts of terrorism, fire, explosion, flood, strikes or other labour disputes, or restraints or delays affecting carriers or inability or delay in obtaining supplies.
17. General
17.1 No provision of these terms and conditions will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not party to it.
17.2 A&B may assign its rights or obligations under these terms and conditions at anytime. The Customer may not assign its rights or obligations under these terms and conditions without A&B's prior written consent.
18. Governing Law
These terms and conditions will be governed by English law and the parties hereby submit to the exclusive jurisdiction of the English courts.