Terms and Conditions: Canvas Print Studio Limited

THESE TERMS AND CONDITIONS (“Agreement”) APPLY TO EVERY ORDER YOU PLACE WITH CANVAS PRINT STUDIO LIMITED.

Agreed terms:

Definitions and interpretation

The following definitions apply in this Agreement:

  • Agreement: these terms and conditions for the sale of creative designs.

  • Business Day: a day from Monday to Friday (both days inclusive), excluding bank holidays and public holidays in the country in which the relevant party is located.

  • Customer: the business that places an Order with us. In this Agreement, we also refer to such business as “you” and through related words such as “your”.

  • Canvas: Canvas Print Studio Limited, a company incorporated and registered in England and Wales with company number 09896553, whose registered office is at Handel House, 95 High Street, Edgware HA8 7DB. In this Agreement, Canvas is also referred to as “we” and through related words such as “our”.

  • Design: a creative design marketed and/or sold by Canvas.

Event of Force Majeure: any act, event, circumstances, omission, or accident, in all cases beyond our reasonable control, causing us to be delayed or prevented in the performance of all or a material proportion of our obligations under this Agreement, including natural disaster, epidemic or pandemic, war, riot, civil commotion, malicious damage by a third party, strike, or compliance with any law.

IPRs: intellectual property rights, namely: utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in software, database rights and rights in data, image rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, and in all cases (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future, (v) unless stated otherwise, wherever existing, and (vi) including all other rights of a similar nature or having equivalent effect anywhere in the world.

  • Order: an order for a Design that has been made binding in accordance with clause 4.

  • Price: the charges payable by the Customer for a Design.

  • Website: our website, www.canvasldn.com.

Clause headings do not affect the interpretation of this Agreement.

A ‘person’ includes a natural person and a corporate or unincorporated body (whether or not having separate legal personality).

The words ‘include’, ‘including’, ‘for example’, or similar, are non-restrictive and will be deemed to be followed by the words ‘without limitation’.

Unless the context requires otherwise, (i) words in the singular include the plural and vice versa and (ii) words denoting one grammatical gender include all grammatical genders.

A reference to ‘writing’ or ‘written’, save where stated otherwise, includes e-mail.

A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

NATURE OF THIS AGREEMENT

This Agreement applies to every Order between Canvas and a Customer.

This Agreement applies in precedence to, and to the exclusion of, any other terms and conditions proposed by either party, and no such other terms and conditions are binding upon the parties.

Opening an account

You do not need to open an account in order to purchase a Design from Canvas. However, you must do so if you wish to be able to view Designs on our online store on our Website.

To open an account, you must be a business, not a consumer. You can request an account via any reasonable means. If we accept your application, you will be given details enabling you to view Designs online.

Placing and agreeing an Order

  • General

Canvas and the Customer may agree an Order face-to-face, by email, by telephone (with confirmation from us by email), or even by text message (with confirmation from us by email). This clause sets out the usual format for ordering, but any request for a Design from the Customer and subsequent supply by Canvas will be an Order and subject to this Agreement.

  • Pre-order consultation

If a Customer wishes to view from our selection of current designs, the Customer can do so either through a face-to-face meeting with Canvas or (subject to having opened an account) online on our Website.

Alternatively, if the Customer requires a bespoke Design to be created, it is encouraged to arrange a no-obligations consultation with Canvas to discuss requirements.

  • Placing an Order

Once the Customer is ready to Order, it can request a Design by using one of the following methods:

email to your usual Canvas contact or to luke@canvasldn.com

SMS message to +44 (0) 7880713908

phone to +44 (0) 207 033 4477

face-to-face with your usual Canvas representative,

  • in all cases specifying the Design required. If any minor changes are required to a Design prior to purchase, you should confirm that at this stage.

Your request for a Design is, at this point, non-binding. Upon receipt, if we are willing and able to accept your request, we will confirm this in writing, along with the Price and the fact that the Order will be subject to this Agreement. This is an offer from us, which will be binding upon acceptance.

Once you accept our offer, this will create an Order that is binding in accordance with this Agreement.

If, having received the offer from Canvas, the Customer fails to confirm acceptance in writing and yet accepts delivery of the Design, this will likewise constitute an Order that is subject to this Agreement.

Each Order is a separate contract for the supply of Designs, subject to the terms and conditions of this Agreement and separate from all other Orders.

  • Colours

The Customer acknowledges that colours viewed on a screen may not appear as they actually are, and that there may be slight variances in shade between what appears on the screen and the actual colour of the Design.

ORDER FULFILMENT

We will endeavour to deliver the Design by any confirmed date or, in the absence of confirmation, within a reasonable time, subject to the following:

if the Design already exists at the time of Order, we can generally send it within one Business Day of Order confirmation;

if the Design is yet to be created, we will send it upon completion of the Design.

Canvas will deliver a Design by sending it digitally and by sending a silk swatch to the Customer’s address.

ACCEPTANCE AND DEFECTIVE DESIGNS

The Customer may reject any Designs delivered to it that do not comply with clause 7.2, provided that notice of rejection is given within five Business Days of delivery of the Design.

If the Customer fails to give notice of rejection in accordance with clause 6.1, it is deemed to have accepted the Design.

Canvas is not liable for a Design’s failure to comply with the warranty set out in clause 7.2:

to the extent that the non-compliance is caused by a change to the Design made at the Customer’s request;

to the extent that the non-compliance is caused by a change to the Design made by or for the Customer after delivery, or by its incorporation with any other design or material; or

if the Customer makes any further use of the Design after giving notice in accordance with clause 6.1.

If the Customer rejects a Design under clause 6.1, Canvas is entitled at its discretion to:

rework the rejected Design so that it complies; or

provide a different Design that is satisfactory to the Customer; or

repay the Price related to the rejected Design,

and Canvas shall have no further liability to the Customer for the rejected Design.

WARRANTIES AND OBLIGATIONS

Each party confirms that:

it has full capacity to enter into and perform this Agreement;

it has in place all licences and permissions required to enable it to perform its obligations under this Agreement.

Canvas warrants that the Design:

was created as an original design, without wilful copying of protected third-party designs;

will, subject to clause 4.9, conform to any image of the Design on the Website or otherwise in Canvas’s portfolio; and

be provided with no less than reasonable skill and care;

  • and all other warranties or representations concerning Designs are, to the greatest extent permitted by law, excluded from this Agreement.

The parties acknowledge that:

the Price of a Design is set competitively so that Designs are affordable, and the Price does not permit background research to be undertaken by Canvas; and

the question of whether one design is similar to another can be highly subjective;

  • and Canvas therefore does not guarantee that another similar design will not exist anywhere in the world or that a claim of similarity will not be made by a third party.   

PRICE

The Price will be as set out in the Order. Prices are stated exclusive of VAT, which will be payable in addition.

The full Price must be paid in pounds sterling within [thirty days] of the Customer’s receipt of an invoice for the Order.

If any part of the Price remains unpaid after its due date, Canvas will be entitled, without limiting any other rights it may have under this Agreement or at common law, to:

charge interest on any overdue sum from the due date at the rate then in force under the Late Payment of Commercial Debts (Interest) Act 1998, accruing daily until the date on which Canvas receives payment together with all accrued interest; and/or

suspend the performance of all Orders until payment in full is received.

INTELLECTUAL PROPERTY

Upon payment of the related Price, the Customer hereby becomes (by way of present assignment of future rights) owner of the IPRs in the “look and feel” of the Design. Canvas will, at the cost and request of the Client, execute any reasonable documents and instruments necessary to give effect to the assignment of IPRs in accordance with this Agreement.

Notwithstanding the assignment of IPRs described in clause 9.1 Canvas is entitled to keep and display copies of all Designs, by way of a non-exclusive, royalty-free, irrevocable licence for the purposes of prudent record-keeping and marketing of its credentials (in any online or offline format).

Limitation of liability

Nothing in this Agreement limits either party’s liability for:

fraud or fraudulent misrepresentation;

death or personal injury due to that party’s negligence; or

any other area in which limitation of liability is prohibited by law.

Subject to clause 10.1, neither party will be liable for any loss of the other party to the extent that it is consequential or indirect.

Subject to clauses 10.1 and 10.2, Canvas’s maximum aggregate liability under an Order will not in any circumstances exceed the 300% of the Price of the Order.

Termination of Agreement

Without affecting any other right or remedy available to it at common law, either party may terminate this Agreement and all existing Orders, with immediate effect by giving written notice to the other party:

if the other party fails to pay any undisputed amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

if the other party commits a material breach of this Agreement and such breach is irremediable;

if the other party commits a material breach of this Agreement that is remediable, and such party fails to remedy that breach within a period of fifteen days after being notified in writing to do so by the non-breaching party, such notice to advise the breaching party of the potential termination of this Agreement in the event of a failure to remedy the breach;

if the other party suspends payment of its debts or is unable to pay its debts as they fall due; or commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or enters into any compromise or arrangement with its creditors; or if a resolution is passed, or an order is made, for or in connection with the winding up of that other party; or if an order is made for the appointment of an administrator or receiver in respect of the other party;

if any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.1(d); or

if the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

Consequences of termination

On termination of this Agreement, clauses that expressly or by implication continue in force beyond termination will do so.

Termination of this Agreement does not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the rights to be paid the Price for all Orders as yet unpaid for at the date of termination.

Force majeure

Canvas will not be in breach of this Agreement, or be liable for any failure or delay in performance of any obligation under this Agreement, where such arises from or is attributable to an Event of Force Majeure, provided that Canvas gives the Customer  written notice of the existence and nature of the Event of Force Majeure. In such circumstances, Canvas’s time for performance will be extended accordingly.

Assignment and other dealings

This Agreement is personal to the parties, who may not assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of the other party. Subject to this, Canvas is entitled to subcontract performance of any part of the services under this Agreement.

Variation

Canvas may vary these terms and conditions from time to time. Any amended version of these terms and conditions will apply to any Order made after the date on which it is posted on the Website or otherwise brought to the Customer’s attention.

In all other circumstances, no variation of this Agreement is effective unless it is in writing, is stated to vary this Agreement, and is signed by or on behalf of the parties.

Notices

A notice (other than a notice given in the commencement of or during any proceedings) given under this Agreement will be properly served only if it is in English and is sent by email to the other party using the following details:

to luke@canvasldn.com for notices to Canvas; or

to any email address that has been used by the Customer, for notices to the Customer.

A notice will be deemed to have been received at 1730h on the day of sending, unless such day is not a Business Day, in which case it will be deemed delivered at 0900h on the next following Business Day. All times are local times in the country of receipt.

Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause does not affect the validity and enforceability of the rest of this Agreement.

No partnership or agency

Nothing in this Agreement is intended to, or will be deemed to, establish any partnership between any of the parties, constitute either party the agent of the other party, or authorise a party to make or enter into any commitments for or on behalf of the other party.

Each party confirms it is acting on its own behalf and not for the benefit of any other person.

Waiver

A waiver of any right or remedy under this Agreement or by law is effective only if given in writing and expressed as a waiver, and it will not be deemed a waiver of any subsequent breach or default.

A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law does not constitute a waiver of that or any other right or remedy, or prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law prevents or restricts the further exercise of that or any other right or remedy.

Third-party rights

This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

Further assurance

Each party shall (and shall use all reasonable endeavours to procure that any necessary third party shall) promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.

Entire agreement

This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter (but does not supersede or extinguish any Order).

Each party agrees that it has no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Neither party has any claim for innocent or negligent misrepresentation based on any statement in this Agreement.

Governing law

This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), is governed by and must be construed in accordance with the law of England and Wales.

Jurisdiction

Each party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).