2. Moteefe’s Services

1. Moteefe’s Platform: Moteefe is a platform that enables third party Designers to sell and have fulfilled custom merchandise, produced on demand, to Purchasers around the world. This is good for the environment because it means unnecessary stock is not produced which then may end up in landfill and because products can be produced closer to their destination which reduces the environmental impact of transportation.
2. Moteefe Services – Designers: In return for the Moteefe Fees, Moteefe will make the Platform available to You in accordance with these Terms, including enabling You to upload your Designer Content for the creation of Products, the hosting of actively trading Stores, Campaigns and/or White Label Stores for You, processing orders and transactions, arranging for the fulfilment of orders for Products and enabling You to monitor and administer your Stores, Campaigns and/or White Label Stores.
3. Customer Service – Purchasers: Unless We expressly agree with You otherwise, Moteefe will be the first point of contact for all customer support for Purchasers including handling any requests and complaints in relation to the quality of the Products, designs, production, fulfilment and delivery. We may decide, in our sole discretion, if a Purchaser is entitled to a refund, in full or in part. Without prejudice to our other rights and remedies, if in our reasonable opinion we decide that the Designer is responsible for the return or refund then we may withhold or set-off payment of fees paid or payable to You.
4. White Label Stores - You acknowledge and agree that You control and are fully responsible for any White Label Store You have on the Platform, subject to these Terms.
5. You hereby authorise Moteefe to act on your behalf in accordance with these Terms, using our reasonable discretion and without any obligation to contact You or obtain your consent prior to taking such steps.
6. We may agree with You to provide different or additional Moteefe Services from time to time under separate terms which shall apply in addition to, and form part of, these Terms.

3. Setting up

1. First, You must register with us by completing the online registration process. You must provide any information marked as being mandatory, including information to enable us to make payments to You.
2. All information You provide must be complete, accurate and truthful. We reserve the right to suspend or cancel your account and any active Stores and Campaigns if this is not the case.
3. You will also need to select an email address and/or other user name as requested 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. We will use any Personal data which You provide to Us in accordance with the Moteefe Privacy Policy.
4. 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 make payments to You.
5. You must be at least the legal age of majority relevant in your territory (typically, this will be 16 or 18 years old) and be legally competent to enter into these Terms.
6. You acknowledge and agree that your account details are personal to You. You must not transfer your account, or the management of any Store or Campaign to another person without our express approval.
7. We reserve the right to suspend or remove your account, and any store or account linked to that account, if it remains inactive for one year or more. Inactivity includes, but is not limited to, where an account or campaign does not have any sales during the relevant period.
8. If You choose to launch and use a White Label Store on the Platform You must provide all required information about the White Label Store. You will have your own terms and conditions and/or privacy policy to govern your relationship with any users and Purchasers on Your White Label Store.

4. Designer Content

1. The Platform allows the Designer to submit your Designer Content including but not limited to images, photographs, graphics, designs, artwork, text or logos applied to and used for a Product and Campaign and the name/title and description of a Store or Campaign. 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.
2. 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 and reproduce the Designer Content for the purposes contemplated under these Terms. You also authorise any incidental use of your Designer Content for the purposes of promoting Moteefe and/or the Moteefe Services.
3. You are solely responsible for the creation and provision of the Designer Content that You submit to the Platform, and bear all liability and costs associated with its creation, editing, use and publication on the Platform, including (but not limited to) any royalties or other compensation otherwise payable to third parties in connection with its use.
4. We do not guarantee the control, monitoring or pre-screening of the use of Designer Content on the Platform by Designers. The extent of our responsibilities and liability in relation to Designer Content is set out in these Terms and in our Copyright and Trade Mark Policy.
5. You acknowledge that providing Designer Content and setting up and running of a Campaign, Store or White Label Store is subject to Moteefe’s Copyright and Trade Mark Policy and the Acceptable Use Rules, which You must read before setting up a Store or Campaign and which You must comply with. You also agree to follow any reasonable guidelines and instructions provided on our Platform and/or by Moteefe personnel, including as regards to quality control and appropriateness of your Design Content to the Platform and production and fulfilment process.
6. We are not obliged to use or publish your Designer Content on the Platform and we reserve the right to takedown any or all of your Design Content, at any time, and at our sole discretion, including (but not limited) to where Designer Content does not comply with Moteefe’s Copyright and Trade Mark Policy or the Acceptable Use Rules.

5. Promoting your Campaign

1. Once You have set up your Campaign, Store and/or White Label Store using the Platform, You may use the link we provide to promote your Products on the Platform. You are responsible for marketing and promotion in relation to your Campaign, Store and/or White Label Store and we take no liability in that regard whatsoever.
2. Any advice or guidance we provide from time to time in relation to the promotion of your Campaign outside of the Platform is for guidance only and You must make your own judgement 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.
3. 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 use that personal information in compliance with the Moteefe Privacy Policy, and in accordance with applicable laws and regulations including the EU General Data Protection Regulation 2018 (GDPR), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR), and all applicable data privacy laws as amended and replaced from time to time.

6. Ordering and purchasing

1. You acknowledge and agree that the ordering and supply of Products by a Purchaser will take place in accordance with the Terms & Conditions for Purchasers.
2. Your Campaigns, Stores and/or White Label Stores display offers of Products, inviting prospective Purchasers to place orders for those Products with Moteefe.
3. You agree that, on acceptance by Moteefe of an order for a Product placed by a Purchaser, Moteefe will provide an order confirmation to the Purchaser. The order confirmation does not represent a binding contract for sale, but merely acknowledges receipt of the Purchaser’s order.
4. A contract for sale is formed between Moteefe and the Purchaser when Moteefe sends its shipping confirmation to the Purchaser. You agree to be bound by and to act in accordance with the terms of this contract consistent with your responsibilities as the Designer, as set out in the Terms & Conditions for Purchasers.
5. The Purchaser or Moteefe may cancel the order at any time before dispatch of the Product. For example, Moteefe may cancel the order because of non-compliance with these Terms or some other violation or quality control issue.

7. Shipment and delivery

1. During the order process, Purchasers will be provided with estimated delivery dates. Such dates are estimates only and delivery dates may change at short notice due to events outside Moteefe’s control.
2. Moteefe arranges shipping in accordance with its fulfilment network, processes and procedures. Wherever reasonably possible, We will aim to get Products fulfilled and delivered locally to the Purchaser and to provide international delivery to all countries specified on our FAQ page. Delivery of the Products shall be made by the relevant courier delivering the Products to the name and address specified in the Purchaser’s Order and as transmitted to Moteefe via the Platform.
3. Moteefe’s risk and responsibility ends once Products are shipped, with or without tracking, depending on the availability of tracking in the Purchaser’s location and the Purchaser’s preference. At our sole discretion, in the event of any alleged non-delivery, We may use reasonable endeavours to help with any delivery issues but shall be under no obligation to resolve any such issue nor to provide or arrange any refund or re-delivery.
4. Moteefe and the Designer will not be responsible for failing to supply any Product, or for supplying any Product late or not supplying any part of any order if this is caused by the Purchaser not giving the required information (including accurate address and delivery details) during the order process or within a reasonable time of being asked for it.
5. Delivery shall be deemed complete and the responsibility for Products will pass to the Purchaser once they are delivered to the address including, where relevant, any alternative address as provided.

8. Pricing and payment

1. For each Product sold to a Purchaser through the Platform:

1. the Purchaser shall pay to Moteefe the Purchase Price as advertised on the Platform (the Purchase Price) in return for the sale of each Product;
2. We will pay to You an amount (the Designer Fee) in return for providing the Designer Content and for promoting and marketing the Products; and
3. You agree to pay to Us an amount (the Moteefe Fee) in return for providing the Moteefe Services.

2. The Purchase Price for your Products offered for sale on your Campaign, Store and/or White Label Store shall be set by You within the guidelines set by the Platform.
3. The Purchase Price for your Products offered for sale on your Campaign, Store and/or White Label Store shall be set by You within the guidelines set by the Platform.
4. The Purchase Price for your Products offered for sale on your Campaign, Store and/or White Label Store shall be set by You within the guidelines set by the Platform.
5. The Purchase Price is expressed to be inclusive of VAT (or other sales tax) but exclusive of delivery charges, import duties and excise taxes. The delivery charges are as stated on the Platform from time to time and may vary depending on factors such as Product size, number of Products in an order, price, and location. Relevant delivery charges are provided when the Purchaser selects an order for purchase, at the check-out, and will be payable by the Purchaser.
6. Design Fees shall be paid net. Designers are responsible for ensuring they pay all applicable taxes, including any VAT or other sales taxes, personal income and/or business or corporation taxes on the Design Fee and any other amounts received from Moteefe.
7. Moteefe shall be entitled to retain or to deduct from Designer Fees any chargebacks, cancellations or returns (otherwise than due to the fault of Moteefe) including but not limited to where the Designer breaches any of the Acceptable Use Rules. Moteefe shall be entitled to retain any Designer Fees not requested or claimed by the Designer within 6 months of the due date for payment.
8. The Moteefe Fee shall be the fixed sum as published on the Platform, which We shall be entitled to retain from the Purchase Price.
9. Notwithstanding the above, if we are legally required to collect any value added, sales, use or similar taxes from You or on your behalf, You will pay such taxes to Us. If any deduction or withholding is legally required, You will notify Us and will pay Us any additional amounts necessary to ensure that the net amount that We receive, after any deduction and withholding, equals the amount We would have received if no deduction or withholding had been required. Additionally, You will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
10. Moteefe makes all reasonable efforts to ensure that all prices shown on the Platform are correct at the time of going online. We reserve the right to change prices and to add, alter, or remove special offers from time to time and as necessary. Changes in price will not affect any order already placed and confirmed (unless outside of our control, for example legally required changes to value added or sales taxes).
11. Moteefe may adjust pricing to improve the clarity and functionality of the Platform including rounding and for foreign exchange, provided that it does so in accordance with applicable consumer law.

9. Acceptable use rules

1. 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.
2. For each Product sold to a Purchaser through the Platform:

1. contravene any applicable law or regulation including but not limited to fraud or money laundering legislation and data protection, privacy and advertising laws;
2. include anything that is false, inaccurate, misleading, deceptive, offensive, abusive, threatening, or defamatory, or that might cause annoyance, inconvenience or distress to any person;
3. contain material, which is pornographic, obscene, indecent, which promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
4. exploit crises or controversial and/or divisive political or social issues for commercial purposes and/or incite hatred or violence against any person or group or which advocates, promotes or assists any unlawful act or incite violence or civil unrest;
5. infringe the intellectual property rights of any person or otherwise infringe Moteefe’s Copyright and Trade Mark Policy;
6. misrepresent your identity or origin in any way or impersonate any person, including but not limited to any false attribution of charitable status;
7. include any material containing personally identifying information about another person, except with the written approval of that person;
8. exploit images or the likeness of minors;
9. abuse or misuse of our Platform or any conduct, trading practice or activity which We consider to be unlawful or detrimental to our Platform, business interests or reputation and/or to the platform, business interests, reputation rules or policies of any third party and/or which may or does give rise to any fraud or any other criminal activity or suspicion of fraud or any other criminal activity;
10. 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; and/or
11. otherwise contravene any provision of these Terms including for the avoidance of doubt the Moteefe Privacy Policy.

3. We reserve the right to reject, suspend, cancel and/or terminate any Campaign, Store, White Label Store or other trading activity, stop Your use of our Platform and to suspend payment of the Designer Fee (including while we investigate any such violation) because we believe, in our absolute discretion, You have violated any of these Terms including the Acceptable Use rules set out in this section. We shall have the right to hold and to permanently retain the Designer Fee if, after 180 days, in our reasonable discretion, We decide that any such violation has occurred or is reasonably like to have occurred.

10. Product descriptions, changes and availability

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.
2. The packaging of the Products may vary from that shown on images on the Platform.
3. Moteefe may make changes to Products:

1. to reflect changes in relevant laws and regulatory requirements; and
2. to reflect changes in suppliers’ materials or processes or to implement minor technical adjustments and improvements.

4. All Products shown on the Platform are subject to availability.
5. Depending on the Products ordered by a Purchaser, orders may need to be fulfilled and shipped separately.

11. Intellectual property rights

1. Except for Designer Content, Moteefe, its service providers and/or its licensors are the sole owners of all elements 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 and the Moteefe Services solely as set out in these Terms.
2. Except as required for the purposes of exercising Your rights under these Terms, You may not sell, export, license, resell, downstream, 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.
3. Any unauthorized use of the Platform may result in the immediate termination of the limited license granted by Moteefe and the cancellation of any registration with Moteefe.

4. The name “Moteefe” and Moteefe’s logo are registered and unregistered trademarks. They may not be used without Moteefe’s prior express written permission. Any other trade names or trademarks 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.

12. Data protection

1. Moteefe will use your personal information and your Purchasers’ personal information as set out in Moteefe’s Privacy Policy.

13. Term and termination

1. The term of the contract between You and Us will start when You first register and start to use the Platform and will continue until terminated by You or Us as follows:

1. You may terminate your use of the Platform and/or the Moteefe Services at any time on immediate notice by email to legal@moteefe.com or via the Contact Us form;
2. We may terminate your use of the Platform and/or the Moteefe Service at any time for convenience or any other reason on 30 days’ notice by emailing You at the email address You provided to Us; and/or
3. We may suspend, cancel or terminate your access to and/or your use of the Platform and/or the Moteefe Service, or any part of it, immediately and without notice, if we decide that (i) You materially breach any of the Terms and/or Moteefe has cause to remove your account, Store, Campaign or White Label Store in accordance with these Terms; (ii) any act or omission by You has resulted, or may result in Us having any liability to a third party (including, but not limited to, where any campaign includes infringing content); (iii) any act or omission by You breaches, or is reasonably likely to breach any applicable law; (iv) your account has been, or may be used for any unlawful, deceptive or fraudulent activity and/or for any activity that is in breach of these Terms; and/or (v) Your use of the Platform may cause any harm to Moteefe, its partners, affiliates, service providers or other customers or otherwise damage its or their reputation.

2. On termination of our contract, all related rights and obligations will immediately terminate, except that You must still perform all of your obligations in connection with any order for any Product processed before termination and for any liabilities that accrued before or as a result of termination.
3. On termination of our contract, all related rights and obligations will immediately terminate, except that You must still perform all of your obligations in connection with any order for any Product processed before termination and for any liabilities that accrued before or as a result of termination.

14. Moteefe's liability

1. Nothing in these terms shall limit or exclude Moteefe’s liability for:

1. death or personal injury caused by Moteefe’s negligence, or the negligence of Moteefe’s employees, agents or subcontractors (as applicable);
2. fraud or fraudulent misrepresentation;
3. 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
4. any matter in respect of which it would be unlawful for Moteefe to exclude or restrict liability.

2. Subject to section 14.1 and to the express provisions of these Terms:

1. 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 and/or consequential and/or unforeseeable loss arising under or in connection with any contract between us; and
2. 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 to the Designer by Moteefe in relation to the transactions to which the losses relate.

3. Moteefe shall not be liable for any loss or damage suffered by the Designer or Your Purchasers that results from Your failure to follow any instructions or reasonable guidelines given by Moteefe.
4. Moteefe will not be liable for any delay or failure to perform any of its obligations by reason, event or other matter beyond its reasonable control (including, but not limited to: power failure; internet service provider failure; strikes, lock-outs or other industrial action by third parties; closure of production facilities; failures of postal, delivery or courier services; riots and other civil unrest; fire, explosion, flood, storms, earthquakes, subsidence; acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war); pandemic or epidemic; and/or other natural disaster).

15. Disclaimer relating to use of the Platform

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.
2. Moteefe warrants that it shall provide the Moteefe Services with reasonable skill and care. We specifically disclaim any and all other implied warranties of title, satisfactory quality, 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.
3. We reserve the right to deliver the Platform in our sole and absolute discretion including the right to decide the Platform’s specification, functionality, design, content and availability from time to time.

16. Indemnity & Set-off

1. You agree to defend, indemnify on demand and hold harmless Moteefe and any related companies, and each of their respective shareholders, directors, officers, employees, agents and merchant partners 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 the Moteefe Services and your violation of these Terms and/or of any applicable law and/or any failure to pay or collect any taxes or duties or to adequately register for your tax obligations or duties.
2. We may at any time set-off any liability or payment due from Designer to Moteefe against any liability or payment of Moteefe to Designer whether any such liability is present or future and irrespective of the currency.

17. General

1. When we refer, in these Terms, to "in writing", this will include e-mail.
2. Assignment. We may transfer or assign our rights and obligations under these Terms to any person. You may only transfer or assign your rights or your obligations under these Terms to another person if we agree in writing.
3. Time. The times and dates referred to in these Terms and/or on the Platform shall be estimates or provided for guidance only and shall not be of the essence of the Agreement and may be varied by mutual agreement between the Parties
4. Third parties. These Terms apply between You and Us. 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 the Terms and Conditions for Purchasers directly against a Designer, and vice versa.
5. Severance. 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.
6. No waiver. 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.
7. Language. These Terms are drawn up in the English language and may be translated into any other language, but the English language text shall prevail.
8. Amendments. We may amend these Terms from time to time. We will try to give You reasonable notice of any major changes, but You acknowledge that we will not be required to do so and may amend the Terms with immediate effect where required by legal, regulatory or data security, to prevent harm to any Designer, Purchaser or third party, or to make improvements or introduce additional features with no material adverse effect on your use of the Platform and/or the Moteefe Services. Your continued use of the Platform and/or of the Moteefe Services will be deemed as acceptance of any such amendment to the Terms.
9. Independent parties. Nothing in these Terms, shall constitute, or be deemed to constitute, a partnership or joint venture between any of the parties or make any party the agent of any other party for any purpose. No party has any authority or power to bind, contract in the name of, or to create a liability against, any other party in any way or for any purpose, except as may be expressly authorised in writing by such other party from time to time.
10. Entire agreement. These Terms constitute the entire agreement between Moteefe and You with respect to your purchase of Products. You acknowledge that You have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Moteefe that is not set out in these Terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.
11. Confidentiality. In the event that we disclose confidential information to you, You agree for the term of our contract and for at least five (5) years after termination that You will not use or disclose to any third party such information without Moteefe’s prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of Your default.