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Terms & Conditions

1. INTRODUCTION

SP Consultancy Limited owns and operates the website www.utterlyprintable.com (the “Website”, which term shall including any sub-domains of the Website, unless expressly excluded by their own terms and conditions).  SP Consultancy Limited is a company incorporated in England and Wales with registered number 09113859 and with VAT number 258 9510 69 whose registered address is at 24 Friary Road, Wraysbury, Berks TW19 5JP.  Our trading name is Utterly Printable.  SP Consultancy Limited (“Utterly Printable”, “We”, “we”, “Us”, “us”, “Our” or “our”) offers design software and templates (the “Services”) which may be used by you (“You”, “you”, “Your”, “your” and, together with We, we, Us, us, Our or our, are the “Parties” and each, a “Party”) to design and order printed and digital products (the “Products”) using content and material (including, but not limited to, designs, artwork, images, graphics, fonts, tools, photos and templates) (“Our Content”) together with underlying programmes, technology and software (the “Software”) on the Website.  These terms and conditions (the “Terms and Conditions”) are given by us and accepted by you on each occasion you use the Website or the Services, register an account (“Account”) with Utterly Printable and/or order Products. Visitors to the Website are referred to herein as “Users” and individually as a “User”.

 

In these Terms and Conditions, unless the context otherwise requires:

(a)   unless otherwise defined herein, capitalised words and phrases shall have the same meaning as that given to them in the Utterly Printable privacy policy, available on the Website;

(b)   words and phrases in the singular include the plural, and vice versa;

(c)   references to clauses and sub-clauses are to clauses and sub-clauses of these Terms and Conditions;

(d)   references to a person includes firms, companies, government entities, trusts, partnerships and other forms of legal entity;

(e)   “including” is understood to mean “including, without limitation”; and

(f)   clauses, sub-clauses and headings are for presentational purposes only and shall not be construed as forming part of these Terms and Conditions.

2. TERMS OF USE

These Terms and Conditions set out the terms on which you access and use the Website, use the Services and order Products.  By accessing or using the Website, using the Services and ordering Products, you agree to be bound by these Terms and Conditions.  Each contract made between you and us on the Website and via the Services incorporates these Terms and Conditions and shall prevail over any preceding oral or written representations or negotiations between the parties and over any terms and conditions proposed by you.  These Terms and Conditions may only be amended or varied in writing between the parties.

 

By registering for an Account, singing in to an Account, using the Services or placing an order for any Product, you represent that you have read, understood and agree to be bound by these Terms and Conditions and that you have the authority to enter into and comply with these Terms and Conditions personally or on behalf of any other person and that you have the authority to bind any such other person to these Terms and Conditions.  If you do not agree with, or agree to be bound by, or do not have the authority to bind any other person to these Terms and Conditions, you must not register for, or sign in to any Account, use the Services or place an order for any Product and you must stop using the Website.

3. AMENDMENTS TO THE TERMS AND CONDITIONS
Utterly Printable may, from time to time, amend, vary, update, revise, replace or supplement these Terms and Conditions and/or prescribe further, new or additional policies, conditions or rules relating to the Website or the Services (together, the “Amended Terms and Conditions”).  Any Amended Terms and Conditions shall become effective in accordance with their terms.

4. CONDUCT OF USE

You agree to use the Website and the Services responsibly and in a way which complies with the Terms and Conditions and all applicable laws, regulations and rules of any competent authority.  You are responsible for all content including text, fonts, pictures, photos, images, designs, graphics and any other materials which you post, upload, publish and/or display on, or create with, the Website (“User Content”).

 

You undertake and agree that you will not use the Website, your Account, the Services or Our Content to:

(a)   produce or create Products or User Content that, in our sole opinion, is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libellous, invasive of another’s privacy, discriminatory, or hateful racially, ethnically or otherwise objectionable;

(b)   infringe upon any copyright, trade name, trademark, service mark or other intellectual property right of any person;

(c)   upload or otherwise introduce to the Website, the Services, any other website, any computer, any storage device or any network, any viruses, worms, defects, Trojan horses, malware or any other computer code, file, software or programme which is disabling, disruptive or destructive nature;

(d)   interfere with or disrupt the Website, any Account or the Services, or any related storage devices or networks;

(e)   copy, mirror, alter, disassemble, decompile or reverse engineer the Website, any Account, Our Content or the Services, or attempt to derive or extract the source code from all or any part of the Software;

(f)   impersonate any person or misrepresent your affiliation with, or authority to act on behalf of, any person;

(g)   upload, post, reproduce or create any material, content or data constituting personal data (as such term is defined in the Data Protection Laws) of any other person;

(h)   sell, resell, license, sublicense, rent, lease, lend, market, transfer, assign, distribute, or dispose of any interest in or otherwise part with or make available to any third party, in whole or in part, the Website,, any Account, Our Content or the Services;

(i)   offer or perform for any other person (other than in accordance with these Terms and Conditions) services consisting of processing data through the use of the Website, any Account or the Services;

(j)   view or intercept any email, other electronic transmission or other communication which is not intended for you;

(k)   access, or attempt to access, lists of Users, orders or other information generated or processed by or stored via the Website, any Account, User Content (other than your own) or the Services; or

(l)   access the Website, any Account or the Services for any benchmarking or competitive comparison purposes.

 

By using the Website, an Account, the Services or ordering any Product, you represent and warrant that:

(a)   you own, and/or have a right and license to use, license, reproduce, create derivative works from, and distribute the User Content which you post on the Website or transmit to or share with other Users;

(b)   none of your User Content or Products infringe upon any rights of any person, including copyright, trademark, right of publicity or privacy;

(c)   by making an order for Products, you have all necessary rights, authority and permission to do so; and

(d)   you have sufficient funds standing to the credit of your chose payment method to meet the price and cost of delivery of each order.

 

Utterly Printable may, in respect of any User, in its sole and absolute discretion, cancel, amend or refuse any order for Products and/or terminate the Account of or the rights to use or access the Website and the Services, in the following circumstances:

(a)   on any breach of the Terms and Conditions by that User; and/or

(b)   in order to comply with any applicable law, regulation, order or ruling by or from any court, tribunal, government body or competent authority.

5. TERMS OF USE

You acknowledge that the Website, the Software and Our Content contain proprietary information and material that is owned by Utterly Printable and/or any member of our group, which means any of our subsidiaries, our ultimate holding company and any of its subsidiaries, from time to time, as defined in section 1159 of the Companies Act 2006  (“Affiliates”) which is protected by applicable intellectual property and other laws, including copyright.  You may use the Website, the Services, Our Content and the Software for the sole purpose of creating, designing, and ordering Products from Utterly Printable, solely through the Website.   Subject to the Term and Conditions, you are granted a non-assignable, non-transferable, non-sublicensable, revocable, non-exclusive licence to access and use the Website, the Services and the Software and to reproduce portions of Our Content for that purpose, provided that you retain any and all copyright and other proprietary notices.  This licence does not permit the use of any data mining, scraping, robots or other data gathering, harvesting or extraction methods and you are strictly prohibited from retaining, copying, modifying, creating any derivative work, reverse engineering, reverse assembling, discovering any source code, selling, assigning, transferring, leasing, licencing, displaying, publishing or otherwise disposing of all or any part of any Product, the Software, the Website or any of Our Content, except as expressly permitted by the Terms and Conditions.

 

The Website and/or the Services may contain information and materials provided to Utterly Printable by third parties (“Third Party Content”).  Third Party Content may contain proprietary information and material that is owned by a third party which may be protected by applicable intellectual property and other laws, including copyright.  Any and all Third Party Content shall be subject to these Terms and Conditions to the same extent as Our Content as well as to any different and/or additional terms of use and/or privacy policies of such third parties.  Please contact the appropriate third party for further information regarding any such different and/or additional terms of use applicable to Third Party Content.

6. OUR CONTENT

Utterly Printable may, from time to time and without notice, add, remove or amend any part of Our Content.  You do not obtain any right, title or interest in any aspect of Our Content through your creation of a Product and Our Content is not unique to any User.  Therefore, another User may create a Product which is similar, or even identical to, your Product.  Utterly Printable makes no assurance or representation that Products created using the Services will not infringe, or be alleged to infringe any trademark, copyright, industrial design rights, other intellectual property rights, or any other rights of any person.

7. LINKS TO OTHER WEBSITES

The Website may contain links to other websites which are provided, owned or administered by third parties.  Such links are included for your convenience only.  Utterly Printable does not endorse, verify, or offer any representation, warranty or guarantee with respect to, the accuracy of the content of linked third party websites.  Utterly Printable accepts no responsibility or liability, directly or indirectly, for any damage or loss arising in connection with the use of or reliance on any linked third party website.

8. ACCOUNTS

You represent that the information provided by you in order to register an Account, place orders and pay for Products shall be complete and accurate and you undertake to maintain and update such information as necessary.  Utterly Printable retains the right to terminate your Account or block your access to your Account, the Website or the Services if any information you provide is inaccurate, false or incomplete.

 

You acknowledge that you are solely responsible for maintaining the confidentiality and security of your Account, related password and other Account information.  You may not (i) allow any other person to use your Account; (ii) reveal your Account information to anyone else; or (iii) use any other person’s Account.  You are responsible for all activities, including orders placed and Products paid for, that occur through your Account, and you agree to promptly notify Utterly Printable of any unauthorised use of your Account or any other breach of security that you become aware of.  Utterly Printable shall not be responsible for any loss or damage arising from the unauthorised use of your Account. 

9. USER CONTENT

When posting User Content to the Website, text, fonts, pictures, photos, images, designs, graphics and any other materials must be in JPEG format.  Other formats are not accepted.  In order to achieve the best results, images should be uploaded at 300DPI or image dimensions should be approximately 1000 pixels for the smallest edge of your image.  Images with a lower resolution or size may be accepted but this may result in Product quality being compromised.  Small font sizes, which may be legible on your monitor, may not be legible in the printed version of your Product.

 

You are solely responsible for User Content which you post to the Website or transmit to or share with other Users.  In so posting or transmitting User Content, you grant Utterly Printable, its Affiliates, directors, officers and employees a non-exclusive, worldwide, royalty free, fully paid up, transferable, sub-licensable, perpetual, irrevocable license to copy, display, transmit, distribute, store, modify, create derivative works from and otherwise use your User Content in connection with the operation of the Services and the provision of Products or the promotion, advertising or marketing thereof, in any form or medium.

 

You acknowledge and agree that Utterly Printable may disclose User Content as required in order to (i) comply with any applicable law, regulation, order or ruling by or from any court, tribunal, government body or competent authority; (ii) enforce the Terms and Conditions; and/or (iii) respond to claims that User Content violates third party rights.

 

You acknowledge and agree that Utterly Printable has no responsibility or liability for the failure to store, transmit or receive transmission of User Content or the security or privacy of Customer Content.  You agree that we retain the right to impose limits on the use and storage of User Content through your Account, such as limits on storage duration, file size, storage space, processing capacity, and similar limits.  We may delete User Content once we have completed the order for a Product using that User Content or where no order has been placed in respect of User Content within 28 days of that User Content having been posted to the Website.

 

You acknowledge and agree that we have no obligation to monitor the requests, information or Orders accessed or transmitted by or to you via the Website or the Services.  You are solely responsible for the accuracy, substance, clarity and quality of the Customer Content.  Utterly Printable has no responsibility or liability for User generated mistakes, errors or defects including spelling, typographical, grammatical or syntactical errors or poor image quality resulting from low resolution User Content or other defects in User Content.  You acknowledge that Utterly Printable has no obligation to pre-screen, review or edit User Content, although we reserve the right in our sole discretion to pre-screen, refuse or remove any User Content.  By entering into the Term and Conditions, you hereby provide your irrevocable consent to such monitoring.

10. CHANGES TO ACCOUNTS AND SERVICES

Your access to the Website, your Account and the Services is at our discretion, and we reserve the right to block, suspend or terminate your access to the Website, an Account and/or the Services and to delete any User Content following: (i) any breach of the Terms and Conditions; (ii) actions that may result in damage, loss, or liability, howsoever quantified, to Utterly Printable or is Affiliates, directors, employees, agents, advisors, suppliers or service providers; (iii) any actual or potential prejudice to any other User; or (iv) any violation of applicable laws or regulations.  In each case, Utterly Printable shall not be liable for any loss or damage arising to you or any other person as a result of the blocking, suspension, termination of your access to the Website, an Account and/or the Services or the deletion of any User Content.

 

You acknowledge and agree that the Website and/or the Services may be unavailable from time to time, including due to scheduled or unscheduled maintenance or modification or to circumstances beyond our control.  Utterly Printable reserves the right to change, amend, update, modify or alter the Services at any time.

11. PAYMENT AND PLACING ORDERS

The price of any Product is the price shown on the Website at the time you make your order for that Product.  The price for delivery charges in relation to your order for printed Products is the price shown on the Website at the time you make your order for that Product.  All prices are shown in GBP and are inclusive of Value Added Tax at the then prevailing rate.  Utterly Printable is not responsible for charging, nor are we liable to pay, any amounts in respect of any other sales tax, import tax, duty, customs and excise charge or other taxes which may be incurred in the delivery of your Products.  It is your responsibility to make arrangements for and to account for any such taxes or charges.

 

Payment for orders of Products are made on the Website in full at the point of placing the order.  Utterly Printable uses Worldpay (UK) Limited (“World Pay”) as the third party payment services provider.  Payment is not accepted via any other payment method unless we expressly agree with you to accept any other method of payment.  By placing an order for a Product, you agree to be bound by World Pay’s Terms of Service and Privacy Policy.  You hereby agree and consent to Utterly Printable and World Pay sharing between themselves information and data, including personal, financial, credit card payment, and transaction information. in order to complete your order. Utterly Printable reserves the right to obtain validation of your payment before accepting your order.

 

Our obligation to manufacture and deliver the Products you have ordered does not arise unless and until we have received, or are satisfied that we will receive, your payment in full, at which point we may send you an email confirming your order.

12. DELIVERY (DIGITAL ORDERS)

For Products in digital form, we will provide you with, or make available for you to download (as applicable), the digital files constituting your Product within one working day of completion of your order.  For printed Products, an estimated delivery time will be shown on the Website when you place your order and we shall endeavour to deliver your Products within that time frame.  However, Utterly Printable does not represent or warrant that Products will be delivered within any set time frame and is not responsible for, nor accepts any liability for any delay in delivery in excess of the estimated time frame.

13. DELIVERED PRODUCT
We endeavour to display and describe as accurately as possible the printed colours of Products as they appear on the Website. However, we cannot guarantee that your monitor’s display of any colour will accurately reflect the colour of the supplied Product.   Products supplied may differ from the view of the Product displayed on the Website in terms of the sharpness, brightness, or identity of colours.

14. DELIVERY (PRINTED ORDERS)

Utterly Printable may use any third party postal service, courier or carrier in order to deliver printed Products.  Title and risk in printed Products will pass to you on delivery to the third party carrier.  For digital Products, title and risk in the Products will pass to you at either the point at which we electronically transmit the Products to you or at the point at which we make the Products available to be downloaded from the Website by you.

 

We shall use our commercially reasonable endeavours to supply printed Products ordered together in the same delivery but cannot guarantee that printed Products ordered together will be delivered in the same delivery.

 

Utterly Printable is not responsible for any errors or omissions in the shipping address, email address or other electronic communication address provided by you.

 

As standard, Utterly Printable does not currently deliver printed Products outside of the mainland United Kingdom.  If you would like to arrange delivery of printed Products to a location outside of the mainland United Kingdom, please contact us at support@utterlyprintable.com.  Digital Products can be download from any location.

15. REFUNDS AND RETURNS POLICY

Once an order has been placed, it cannot be amended or cancelled.  In the event that delivered Product is damaged or the printing is faulty and you require a remedy, you must report the damage or fault within 7 days of receiving the Product by emailing support@utterlyprintable.com.  Your report must include your order ID number (which will appear on the confirmation page once you have placed your order), an explanation of the damage or fault, together with photographic evidence of the damage or fault.  We have the right to require that you return a sample of the Product in order to confirm the damage or fault.  The cost of returning any sample will be refunded to you in the event that we agree to a refund or reprint of the Product.

 

If you have made a report in accordance with the foregoing and we agree that the Product is damaged or faulty, we will, at your option, arrange to reprint and deliver the Product to you free of charge, or provide a refund for the full amount and delivery charge of your order.

 

If we receive repeated requests from you to obtain refunds or reprints and have a reasonable basis for concern as to the potential misuse of our policy, we reserve the right to not accept additional orders from you.

 

We will not agree to a refund or reprint if the Product is in good condition but the content is wrong due to a mistake made using the Services or when placing the order.

16. INDEMNITY

You agree that you shall indemnify Utterly Printable, its Affiliates, directors, officers and employees and all third parties from whom Utterly Printable has licensed portions of Our Content, and their Affiliates, directors, officers, and employees, against all claims, liability, damages, loss, costs and expenses, including reasonable legal fees and expenses arising out of or related to: (i) your breach of the Terms and Conditions; (ii) your use of, or inability to use, the Website or the Services; and (iii) any suit, claim, or demand arising from or relating to any of your User Content or Product you create.

 

The provisions of this clause “Indemnity” shall survive the cessation of your Account and/or your use of the Services and the Website.

17. DISCLAIMER

The Website, Our Content, the Services, and the Products are provided on an “as is” and “as available” basis without representation, warranty, or guarantee of any kind, either expressed or implied, including, but not limited to, warranties of merchantability, title, fitness for a particular purpose, or non-infringement of any other rights, in each case, to the maximum extent permitted by law.

 

Utterly Printable does not represent, warrant or guarantee that the Website or the Services will be free from loss, corruption, attack, viruses, malware, interferences, hacking or other security intrusion and Utterly Printable disclaims any liability relating thereto.

 

You acknowledge that operation of the Website may not be uninterrupted or error-free. Whilst we make reasonable efforts to accurately display the attributes of Our Content and Products, we do not represent, warrant or guarantee that displays or descriptions of Products or Our Content is accurate.

 

Third party product and service providers may advertise their products and services on the Site and links to third party websites, products and services may appear on the Website.  You acknowledge and agree that Utterly Printable does not make any representation, warranty or guarantee as to any third party’s website, products or services, nor will we be liable to you or any third party for any claims arising from or in connection with such third party website, products or services. You hereby disclaim and waive any rights and claims you may have against Utterly Printable with respect to third party products and services to the maximum extent permitted by law.

18. SITE FEEDBACK

Any comments, suggestions, proposals or other feedback provided to Utterly Printable in connection with any Products or the operation or content of the Website, the Services or Our Content shall be provided by the submitter and received by us on a non-confidential basis.  You represent and warrant that you have all rights necessary to submit the comments, suggestions, proposals or other feedback.  By submitting any such comments, suggestions, proposals or other feedback to us, you agree that you are transferring and assigning, at no charge, all of your right, title and interest in such comments, suggestions, proposals or other feedback to us and that Utterly Printable is free to use such comments, suggestions, proposals or other feedback  on an unrestricted basis.

19. LIMITATION OF LIABILITY

Utterly Printable, its Affiliates, directors, officers or employees, will not be liable for any special, incidental, direct, indirect, or consequential loss or damages of any kind, or damages arising from loss of income, revenue or profits, loss of business, loss of anticipated savings or waste of management or office time (in each case, whether or not Utterly Printable has been advised of the possibility of any such damages), arising out of or in connection with: (i) the use of or performance of the Website or the Services; (ii) the failure to provide Products which you order from us; (iii) the suspension or loss of the Website or the Services; (iv) your breach of the Terms and Conditions; (v) your inappropriate or unauthorised use of the Website or the Services; (vi) events or actions beyond our control; (vii) data non-delivery, mis-delivery, corruption, destruction or other modifications; or (viii) the cost of obtaining substitute products or services.

 

Our maximum aggregate liability and the maximum aggregate liability of our Affiliates, directors, officers and employees to you for all damages, losses or claims is limited to the price paid by you for the Products.

 

Nothing in these Terms and Conditions excludes or limits our liability for: (i) death or personal injury caused by our negligence; (ii) fraud or fraudulent misrepresentation; (iii) any breach of the obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; (iv) defective products under the Consumer Protection Act 1987; or (v) any other liability to the extent that it would be illegal or unlawful to limit or exclude liability for.

 

The provisions of this clause “Limitation of Liability” shall survive the cessation of your Account and/or your use of the Services and the Website.

20. ENTIRE AGREEMENT

These Terms and Conditions (and any document expressly referred to in them) constitute the entire agreement between us and supersedes any terms and conditions proposed by you, all previous discussions, correspondence, negotiations, previous arrangement, undertaking, representation, warranty or agreement between us relating to the subject matter of any contract.

21. THIRD PARTY RIGHTS

Unless expressly stated otherwise in these Terms and Conditions, nothing herein confers or is intended to confer any rights on any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.

22. NOTICES

To contact us about these Terms and Conditions, your order or any Products, please do so at the following email address: support@utterlyprintable.com.

 

If we need to contact you or give you notice in writing, we will do so by email or by post to the address you provide to us in your Account information.  We may also call you on the phone number provided in your Account information.

23. GOVERNING LAW AND JURISDICTION

These Terms and Conditions and any non-contractual obligations arising out of them shall be governed by and construed in accordance with the laws of England and Wales.  The courts of England and Wales shall have exclusive jurisdiction in relation to any disputes arising in connection with these Terms and Conditions.

24. NO WAIVER

Our delay or failure to enforce any provision of these Terms and Conditions shall not constitute a waiver of any of our rights hereunder.  No waiver of or consent to any breach of the Terms and Conditions is valid or effective unless given in writing.  Any such waiver or consent shall not constitute a waiver of or consent to any different or subsequent breach of the Terms and Conditions unless such breach is also waiver or agreed to in writing.

25. ASSIGNMENT AND TRANSFER

You may not transfer or assign any of your rights under the Terms and Conditions to any other person, other than with our prior written consent.  We may transfer or assign in full or in part our rights under the Terms and Conditions to any person without your consent.

26. SEVERABILITY

If any court or competent authority finds that any provision of these Terms and Conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part of that provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms and Conditions will not be affected.

27. PERSONAL INFORMATION
15.1 These Terms, the Services and each Order and purchase of a Product are governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction in relation to disputes arising in connection with these Terms. These Terms are offered in English only.