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Guest Designer Policy

GUEST DESIGNER POLICY

1              Our agreement with Guest Designers

This page sets out the terms of our agreement with Guest Designers. Please read this policy carefully before applying to become a Guest Designer. By applying to becoming a Guest Designer you are offering to enter into a contract on the basis of this policy. We consider this policy to set out the whole agreement between us and our Guest Designers. 

2              Other important legal information

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3              Applying to become a Guest Designer

You can apply to become a Guest Designer by submitting your details on our registration page. Your acceptance as a Guest Designer is at our discretion, subject to meeting any membership conditions set out on the registration page and subject to payment of any annual membership fee payable by Guest Designers, if the fee applies at the time of registration. If we accept your application to become a Guest Designer, we will confirm this by e-mail.  Our contract with you is created at the point when we accept your application.

Please note that all royalty/commission payments to Guest Designers are made exclusively by PayPal. Accordingly, you must have a PayPal account in order to register as a Guest Designer.

We reserve the right to impose additional criteria or conditions for membership as a Guest Designer from time to time, including the right to charge membership fees to Guest Designers. We will provide you with not less than 60 days’ notice of the introduction of any subscription fees in order to allow you the opportunity to terminate our agreement if you are not willing to pay any such membership fees.

4              Companies as Guest Designers

If the person identified as the Guest Designer on your application is a company or other legal entity:

·                our contract is entered into with that entity; and

·                the individual accepting these conditions warrants and represents that they have all necessary authority to enter into a contract on behalf of the Guest Designer.

5              Authorisation to sell your Designs

By becoming a Guest Designer, you authorise us to do the following things in respect of all the designs that you submit to us ("Designs"):

·                to feature the Designs on our website and in our marketing and promotional activities;

·                to sell licences of the Designs (“Licences”) to third parties ("Licensees") on the basis of our Non-Exclusive and (where you have opted to do so) Exclusive Licence Agreements (as modified from time to time). Subject to any parameters agreed with you in writing at the time you submit your design (e.g. minimum sale price for licences) you agree that we shall have full discretion to negotiate the commercial terms of Licences, including as to the price payable, term and scope and to agree revisals to the standard form Licence Agreements where we consider it necessary or desirable; and

·                at our discretion, where so requested by third parties, to have manufactured and supply to them for resale products of the types made available to trade and retail customers of our website from time to time featuring or incorporating your Designs (“Licensed Products”).   

For the purpose of carrying out the above activities, you

·                grant us a worldwide, non-exclusive (subject to paragraph 6) royalty free licence (“Our Licence”) to publish, distribute, exhibit, use, compile in a database, manufacture and sell Licensed Products and otherwise exploit the Designs in all media and for all purposes specified in this paragraph 5;

·                licence to us all and any rental and lending rights in relation to the licence of the Designs and you confirm that the payment under paragraph 4 below includes adequate and equitable remuneration in respect of the licence of the said rental right

·                authorise us to grant sub-licences of any of the rights granted to us under Our Licence;

·                waive all moral rights (and equivalent rights in jurisdictions other than the UK) to which you may be entitled in respect of the Designs, to the extent necessary for us to exploit the Designs and to allow Licensees to exercise the rights granted to them by us under Licences.

6              Exclusivity

If you have authorised us to make a Design available on an exclusive basis, you agree that:-

·         Our Licence in respect of that Design shall be granted on an exclusive basis;

·         during the period when your Design is being offered on an exclusive basis by us, you shall not license or sell your Design to any third party, nor offer your Design for sale via any medium other than our website; and

·         you will respect all exclusivity rights and related restrictions provided for in Licences, as notified by us to you from time to time, throughout the term of such Licences and will not act or purport to act in any way contrary to the terms of any Licence.

If you wish to offer your Design on an exclusive basis, you must not have  entered into any previous licence agreements permitting use of the Design for manufacture and sale of any of the following products:-

·                "Any Use" license (no restrictions on use of license). 

 

7              Use of Designs

We shall not be obliged to approve any Design for publication on our website. We reserve the right to withdraw any Design from our website at any time.

You may request us to remove your Design from our website at any time, or to stop making the Design available on an exclusive basis upon giving [60 days’ notice]. The giving of any such notice shall not affect the validity of any Licences then existing, which shall continue to apply for the applicable licence period in accordance with their respective terms.

8              Guest Designer profile

You agree that we can feature your name and likeness and any profile provided by you to us, or prepared by us and subsequently approved by you on our website and in our other promotional and marketing activities. 

9              Warranties

You warrant that the information that you have provided in your application to become a Guest Designer is complete and accurate in all material respects. You undertake to keep us promptly informed of any changes to the details that you have submitted. 

By submitting a Design to us, you warrant that:

·                you are the sole owner of the copyright, design right and all other intellectual property rights in the Design and have full authority to enter into this agreement and to authorise us to issue Licences;

·                the Design does not infringe the intellectual property rights of any third party;

·                the information and any metadata you have provided us in respect of your Design are complete and accurate in all material respects and do not infringe the intellectual property rights of any third party; and

·                you have not entered into and will not enter into any other licensing agreements in respect of the Design which are inconsistent with this agreement or any Licences notified to you by us.

10           Indemnity

You agree to indemnify us and our Licensees (who shall each be entitled to enforce this provision as though they were a party to this agreement) against any loss, damage, claim, liability or expenses suffered as a result of any breach by you of the above warranties.  

11           Royalty Payments

We will pay to you royalties/commission based on net revenues for Licences and Licensed Products calculated as follows (“Net Revenue”):-

·         a fixed percentage of 95% of the revenue received by us from Licences of your Designs, net of VAT and any other applicable government taxes, duties or levies, minus AOFD commission.

·         a fixed percentage of 95% of the revenue received by us from the sale of Licensed Products, net of the manufacturing costs for the Licensed Products, carriage costs, VAT and any other applicable government taxes, duties or levies, minus AOFD commission.

Royalties/Commission will be credited to your account within [30 days] following receipt of payment of Net Revenue by us.

All royalties will be calculated and paid in Pounds Sterling. Where royalties are received in currencies other than Pounds Sterling, sums due will be converted at the prevailing rate for the conversion of that currency into Sterling offered by [Bank of Scotland] as at the date on which your account is credited. 

Payments of the royalty balance then credited to your account will be made within twenty one days of the start of each calendar month, providing that no payment will be made and your entitlement to payment will roll over in any month where the credit balance on your account is less than [£50].

All royalty/commission payments will be made exclusively to your PayPal account provided at the time that you register as a Guest Designer. We accept no responsibility for any delay of failure in making payment to you which is caused by any failure by you to maintain your PayPal account, to keep us informed of any changes to your PayPal account details, or by any general failure of the PayPal network.

We shall be entitled to deduct any sums owed by you to us under this agreement from our payments to you.

12           Tax

If you are UK VAT registered we shall pay the amount of VAT which is chargeable in respect of your royalty payments within 14 days of receiving a valid VAT invoice from you in respect of the same.

You shall be responsible for all income tax and national insurance and other equivalent taxes (“Tax”) which may be payable out of, or as a result  of the receipt of, any royalty payments or any other sums paid to you under our agreement.

In the event that we are required to pay any Tax in relation to such royalty payments or other sums payable to you:-

·                we shall be entitled to withhold an amount equal to such Tax from any sums payable to you; and

·                if the amount of Tax payable by us exceeds the amounts which we have withheld, you shall indemnify us on demand against any such Tax which becomes payable by us.

13           Enforcement of claims

We reserve the right to bring such claims in respect of any alleged infringement of intellectual property rights in your Designs, or breach of the terms of any Licence (“Claims”) and to take such other steps (including settling any Claims) as we deem necessary or desirable to protect our respective interests in the Designs. You acknowledge that we shall be under no obligation to bring any Claims or take any other such steps against a Licensee or other third party.  

14           Our liability

Our maximum liability to you under the contract shall be limited to the amount of Net Revenue received by us in the previous 12 months of this agreement. 

We shall have no liability to you in respect of any losses which fall into the following categories:-

·                loss of income or revenue;

·                loss of business;

·                loss of profits;

·                loss of anticipated savings;

·                loss of data; or

·                waste of management or office time.

Nothing in these terms is intended to limit our liability to you for fraud or for any death or personal injury resulting from our negligence.

15           Termination

Either you or us may terminate this agreement at any time on giving [60 days’ notice]. 

We reserve the right to remove any Designs from our website at any time without terminating this agreement.

Following termination of this agreement for whatever reason:

·                we shall arrange to remove your Designs from our website and shall not exploit them any further

·                all Licences shall remain in force in accordance with their terms;

·                we shall continue to make payments to you in respect of Licences granted prior to termination in accordance with paragraph 11;

·                you undertake not to enter into any licences or other arrangements inconsistent with the terms of any Licence while it remains in force.  Where your designs have been licensed on an exclusive basis you acknowledge that this will prevent you from exploiting them or authorising any third party to exploit them within the fields for which exclusive licences have been granted; and

·                in addition to the provisions stated in this paragraph 15 which survive termination, the following paragraphs of this policy shall remain in force: 9, 10; 11 and 12.

16           Notices

All notices given by you to us must be given to Art on Future Designs Limited by either: e-mail to info@aofd.com, fax to:[insert number] or by recorded delivery post to the address given at the bottom of this page. We may give notice to you at either the e-mail or postal address you provide to us when registering as a Guest Designer.

17           Amendments to this policy

This policy was last updated on 15th July 2015:- 

We reserve the right to make changes to this policy, or to our Exclusive and Non-Exclusive Licence Agreements, at any time. The updated policy shall apply from the date that it is published on our website.  If any provision of this policy is deemed invalid, void, or unenforceable it shall not affect the validity and enforceability of the remaining provisions.

18           Our status

We act as an independent contractor and licensee.  Nothing in our contract shall be deemed to constitute a partnership between you and us nor constitute either of us the agent of the other.'

19           Waiver

If you breach our contract and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach our contract.

20           Events outside our control

We shall have no liability to you for any failure to perform our obligations under our contract that is caused by any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.

21           Assignation

You may not assign our contract nor any of its rights or obligations without our prior written consent. We shall be entitled to assign our contract at any time.  

22           Invalidity

If any part of our contract is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of the contract will not be affected.

23           Choice of law

Our contract is governed by Scots law and any legal action relating to our contract may be brought in the Scottish courts.

24           Our details

www.aofd.com is a website owned and operated by, and trade name of, Art On Future Designs Limited. 

Art On Future Designs Limited
Registered Office:
Ivy Cottage
School Road
Kettins
Blairgowrie
Perthshire
Scotland
PH13 9JL
 

Registered in Scotland:
Company Registered Number: SC411602
VAT Registered Number: 124 3241 56

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