MuseumShops operates a website which enables museums’ gift shops to sell online.
The sales are direct from the museum’s gift shop to the consumer. It is only facilitated by MuseumShops.
Products are dispatched from gift shops direct to the consumer. MuseumShops facilitates payment. Museum gift shops can set their own postage rates to take into account the cost of packing and sending items.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE
1.1. Definitions
The following definitions apply in these terms and conditions:
“Additional Charges” means any ad hoc costs and/or charges for services which are agreed between the Partner and MuseumShops prior to being incurred;
“Application” means an application by a prospective Partner through the Website to seek to obtain the Services and the Rights;
“Application Process” means the submission by a prospective Partner of an Application to MuseumShops and MuseumShops’ consideration of the same which (in MuseumShops’ absolute discretion) may lead to access to the Website, the Services and the Rights being granted or refused;
“Commission Fee” means the commission payable by the Partner in respect of the Website Product(s) sold being the total of:
(a) 10% of the Price (or Net Price) (inclusive of VAT); plus
(b) 1.4% of the credit or debit card processing fee (not the Price or Net Price) plus £0.20;
“Confidential Information” means any confidential information which is disclosed by either party to the other pursuant to, or in connection with, these terms and conditions (whether orally or in writing and whether or not such information is expressly stated to be confidential), other than information which is already in the public domain (otherwise than as a result of a breach of any obligation of confidentiality);
“Customer” means a customer of the Website;
“Fees” means reference to the Commission Fee and/or Late Payment Fee and/or Additional Charges and/or any other fee or charge levied by MuseumShops on the Partner in relation to the Website and/or Services and/or Rights from time to time;
“Force Majeure” means any acts, events, omissions or accidents beyond the reasonable control of a party including but not limited to:
(c) acts of God, including (but not limited to) fire, flood, explosion, earthquake, storm or other natural disaster or extreme adverse weather conditions;
(d) terrorist attack, civil commotion or riots;
(e) voluntary or mandatory compliance with any applicable law;
(f) collapse of building structures or failure of plant, machinery, or computers;
(g) any labour dispute, including (but not limited to) strikes, industrial action or lockouts; and
(h) interruption or failure of utility service, including (but not limited to) electric power, gas or water;
“Intellectual Property” means any patent, copyright, registered design, unregistered design right, trade mark, trade name, domain name or other intellectual property rights together with any current applications for the registration of any of the foregoing;
“Late Payment Fee” means a charge to be paid by the Partner to the MuseumShops for failure to pay any debt due under this agreement on the day they are due. The amount of charge will vary depending on the level of outstanding debt;
For Partners based anywhere in the world other than the United States of America, the Late Payment Fee will be charged as follows:
(i) for debts between £0.01 and £999.99 the charge will be £30;
(j) for debts between £1,000 and £9,999.99 the charge will be £60; and
(k) for debts over £10,000 the charge will be £80.
For Partners based in United States of America only, the Late Payment Fee will be charged as follows:
(l) for debts between $0.01 and $999.99 the charge will be $40;
(m) for debts between $1000 and $9,999.99 the charge will be $70; and
(n) for debts over $10,000 the charge will be $100;
“Losses” mean losses, liabilities, damages, compensation, penalties, costs, disbursements and expenses arising directly or indirectly from any claim, action or proceedings;
“MuseumShops” means Museum Shops Ltd registered with Companies House in England as Limited Company 10967053 of Suite 58, 792 Wilmslow Road, Manchester M20 6UG, United Kingdom. Our VAT number is 280 0092 36;
“MuseumShops’ Product Policy” means the Product Guide shown as the Schedule of these terms and conditions;
“Net Price” means in relation to any Website Product(s) the Price less any agreed discounts or rebates (including but not limited to the Permitted Discount);
“Permitted Discount” means a discretionary discount of up to ten (10) per cent off the Price of each of the Website Product(s);
“Price” means the amount that each Website Product(s) is to be offered for sale (outside of any Sales Periods) through the Website as determined by the Partner which amount shall be inclusive of VAT where the Partner is registered for VAT purposes;
“Product Photographs” means the photographic images of the Website Product(s) provided by the Partner for display on the Website;
“Purchase Notification” has the meaning given to it at clause 13.15;
“Rights” means the Partner’s rights during the Term as set out in these terms and conditions:
(o) to use the Website to exhibit and sell the Website Product(s); and/or
(p) to have the benefit of the Services;
“Sales Period” means any time during which MuseumShops at its absolute discretion decides to hold a sale or promotion period or event on the Website;
“Partner” means a museum selling Website Products through the Website;
“Partner’s Bank Details” means the bank details provided to MuseumShops by the Partner which may be held on behalf of MuseumShops with the third party payment provider Stripe;
“Partner Information” has the meaning given to it at clause 10.2;
“Partner’s Social Media Content” means any social media content produced by the Partner in relation to their Website Product(s) and displayed on any social media platform managed by the Partner;
“Partners’ Uploaded Content Standards” are defined by clause 9;
“Services” means the services to be provided by MuseumShops to the Partner;
“Special Website Products” has the meaning given to it at clause 11.1;
“Stripe” means Stripe Payments UK Limited registered with Companies House in England as Limited Company 08480771 of 9th Floor, 107 Cheapside, London, EC2V 6DN;
“Stripe Account” means a fully operative and up to date account for Stripe’s Payment Service held with Stripe;
“Term” has the meaning given to it at clause 7.1;
“Termination” has the meaning given to it at clause 7.2;
“Website” means the website at domain www.museumshops.uk which is owned and operated by MuseumShops;
“Website Products” means any product or products that the Partner wishes to exhibit on the Website; and
“Website Sales Pages” means the webpage(s) and/or part of a webpage(s) on the Website which have/has been designated by MuseumShops for the display of the Partner’s Website Products. For the avoidance of doubt, the Website Sales Pages are a component part of the Website and any reference to ‘the Website’ necessarily includes the ‘Website Sales Pages’ and vice versa.
1.2. Interpretation
In these terms and conditions:
1.2.1. clause and Schedule headings shall not affect the interpretation of these terms and conditions;
1.2.2. unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
1.2.3. words importing one gender include all other genders; words importing the singular include the plural and vice versa; words importing persons include a corporate body, a firm or a partnership and vice versa;
1.2.4. where any party to these terms and conditions for the time being comprises two or more persons, obligations expressed or implied to be made by or with MuseumShops are deemed to be made by such persons jointly and severally;
1.2.5. any obligation or warranty by the Partner not to do anything includes an obligation to use reasonable endeavours not to permit or suffer that thing to be done by another person where the Partner is aware that the thing is being done;
1.2.6. a reference to a statute or statutory provision is a reference to it as amended, extended or reenacted from time to time;
1.2.7. a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision;
1.2.8. a reference to these terms and conditions (or any provision of them) or to any other agreement or document referred to in these terms and conditions is a reference to these terms and conditions, that provision or such other agreement or document as amended (in each case, other than in breach of the provisions of these terms and conditions) from time to time;
1.2.9. unless the context otherwise requires, a reference to a clause or Schedule is to a clause of, or Schedule to, these terms and conditions and a reference to a paragraph is to a paragraph of the relevant Schedule to these terms and conditions;
1.2.10. any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
1.2.11. a reference to an amendment includes a novation, reenactment, supplement or variation (and amended shall be construed accordingly);
1.2.12. a reference to “we”, “us” is to MuseumShops;
1.2.13. a reference to “you” is to the Partner; and
1.2.14. a reference to MuseumShops or the Partner includes any of their directors, executives, employees, staff or agents.
2.1. These terms and conditions tell you the terms of use on which you may make use of the Application Process, Website and/or the Services and/or the Rights. Use of the Website includes accessing, browsing, registering to use or uploading content to the Website in relation to the Website Products.
2.2. Please read these terms and conditions carefully before you start to use the Application Process, Website and/or the Services and/or the Rights, as these will apply to your use of the Application Process, Website and/or the Services and/or the Rights. By using the Website, you confirm that you accept these terms of use and that you agree to comply with them. If you do not agree to these terms of use, you must not use the Application Process and/or, Website and/or the Services and/or the Rights.
3.1. The content on and functionality of the Website may change from time to time. We may also revise these terms and conditions (including but not limited to the Fees) at any time by amending the terms and conditions posted on the Website, and are likely to do so when functionality changes.
3.2. Please check the Website from time to time to take notice of any changes we make, as they are binding on you if you continue to use the Website. You acknowledge that it is your responsibility to check the Website on a regular basis to keep updated of any changes we may make to the terms and conditions (including but not limited to the Fees).
3.3. Any of the content on the Website may be out of date at any given time, and we are under no obligation to update it. We do not guarantee that the Website, or any content on it, will be free from errors or omissions.
4.1. In order to have access to the Website, the Services and the Rights, a prospective Partner must complete and send to MuseumShops an Application.
4.2. An Application must be completed and submitted to MuseumShops’ satisfaction before it is accepted. MuseumShops, in its absolute discretion, reserves the right to refuse the Application of any prospective Partner for any reason whatsoever.
4.3. In order for a prospective Partner’s Application to be eligible for approval, the prospective Partner must have indicated express acceptance of these terms and conditions on the Application and either:
4.3.1. set up and have full access to and use of a Stripe Account; and
4.3.2. provided MuseumShops details of and ability to link to the Stripe Account;
or
4.3.3. had approval from MuseumShops to sell on the Website without using a Stripe Account; and
4.3.4. provided MuseumShops with details it may request to be able to deal with payments to such prospective Partner.
4.4. MuseumShops will notify the prospective Partner in writing of its acceptance of a prospective Partner’s Application. In communicating this acceptance, MuseumShops will provide to the Partner any applicable account, login and password details to access the Website and/or the Services and/or the Rights.
4.5. MuseumShops will be under no duty to communicate to the prospective Partner the fact of or reasons for a rejection of a Partner’s Application.
4.6. For the avoidance of doubt, MuseumShops gives no warranties whatsoever in relation to the Application Process and may deal with Applications in the manner and time it sees fit in its absolute discretion.
5.1. You must treat your username, login details, password or any other piece of information issued by us to you as part of our security procedures, as confidential. You must not disclose it to any third party. You are responsible for all activities which occur using the account. If you have reason to believe that your pass username, login details, password or any other piece of information issued by us to you as part of our security procedures has become known to anyone else, or is likely to be used in an unauthorised manner, you should notify us immediately.
5.2. The Partner:
5.2.1. is responsible for the security and proper use of all passwords, or other security devices used in connection with the provision of the Service (which responsibility shall include the obligation to change passwords on a regular basis);
5.2.2. shall take all necessary steps to ensure that passwords and other security devices remain confidential, secure, used properly and not disclosed to unauthorised third parties;
5.2.3. shall inform MuseumShops immediately if there is any reason to believe that a password or any other security device has or is likely to become known to someone not authorised to use it, or is being or is likely to be used in an unauthorised way; and
5.2.4. shall inform MuseumShops immediately if the Partner forgets or loses a password and must satisfy such security checks as MuseumShops may operate in order to obtain a new password.
5.3. MuseumShops reserves the right to suspend the Partner’s access to the Website, the Services and/or the Rights if at any time MuseumShops considers that there is or is likely to be a breach of security, in which event MuseumShops will notify the Partner of the suspension and any steps to be taken by it as soon as reasonably practicable.
6.1. We do not guarantee that the Website (including any content on it), the Services or the Rights will always be available or be uninterrupted. We may occasionally need to interrupt access from time to time to support developments or improvements to the Website, the Services or the Rights. When they are available, you may access the Website, the Services and/or the Rights pursuant to these terms and conditions. We may suspend, withdraw, discontinue, change or restrict your ability to use all or any part of the Website, the Services and/or the Rights without notice. We will not be liable to you if for any reason the Website, the Services and/or the Rights (or any parts thereof) are unavailable at any time or for any period.
6.2. You are responsible for making all arrangements necessary for you to have access to the Website, the Services and the Rights, including (but not limited to):
6.2.1. establishing and maintaining access to the internet at the Partner’s own cost, through use of a computer and modem or other access device;
6.2.2. ensuring that at all times all computer hardware is equipped and all software is functioning and uptodate (including uptodate internet browser and antivirus protection software); and
6.2.3. ensuring that information supplied electronically to MuseumShops and to the Website is submitted free of any viruses (or similar damaging material).
6.3. You are also responsible for ensuring that all persons to whom you provide access to our site the Website, the Services and the Rights are aware of these terms and conditions, and that they comply with them.
6.4. MuseumShops has no responsibility for the provision, support and maintenance of any of the Partner’s hardware or software used to provide the Partner with access to the internet or the Website, or any related hardware or software (including any internet protocol router, proxy server, firewall or antivirus software), the responsibility for which shall remain exclusively with the Partner.
6.5. You are responsible for configuring your information technology, computer programmes and platform in order to access the Website, the Services and the Rights. You should use your own virus protection software and shall ensure its effectiveness. You agree to hold MuseumShops blameless in relation to any virus alleged to have been transmitted from your use of the Website, the Services and/or the Rights.
7.1. From the date of the written notification of acceptance pursuant to clause 4.4, MuseumShops grants to the Partner the Rights for an indefinite period (“Term”).
7.2. Without prejudice to any of MuseumShops’ other rights in these terms and conditions, the Term will end immediately on written notice being sent by MuseumShops to the Partner (“Termination”) if, at any time, any one of the following occurs:
7.2.1. the Partner fails pay any Fees on their date due for payment;
7.2.2. the Partner breaches any of the other obligations in these terms and conditions, save that if, in MuseumShops’ absolute discretion, MuseumShops regards any such breach as capable of cure or remedy, MuseumShops shall give the Partner a period of not more than 14 days to cure or remedy the breach, the Term will end if, at the expiry of such period, the breach has not been cured or remedied to the reasonable satisfaction of MuseumShops;
7.2.3. the Partner suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
7.2.4. the Partner commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
7.2.5. a petition is filed, a notice is given, an application is made to court or a resolution is passed, or an order is made, for or in connection with the winding up of the Partner, or the appointment of an administrator over the Partner or a person becomes entitled to appoint a receiver over the assets of the Partner or a receiver is appointed over the assets of the Partner or, being an individual, is the subject of a bankruptcy petition or order;
7.2.6. if a creditor or encumbrancer of the Partner attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Partner’s assets and such attachment or process is not discharged within 14 days;
7.2.7. if the Partner suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of the Partner’s business; or
7.2.8. if the Partner, being an individual, dies or by reason of incapacity or illness (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
7.3. Immediately upon the Term ending, however arising, the Partner shall pay to MuseumShops any and all amounts payable by the Partner to MuseumShops under these terms and conditions.
7.4. In the event of there being amounts under clause 7.3 remaining unpaid for a period of seven days following Termination, the Partner shall pay a Late Payment Fee to MuseumShops in addition. The Partner shall pay the Late Payment Fee together with the amounts owing under clause 7.3.
8.1. MuseumShops for the Term will provide the Services with reasonable care and skill.
8.2. MuseumShops reserves the right to revise or alter the Services at any time upon providing the Partner with 28 days’ written notice of the same.
8.3. So far as it is reasonably able to, MuseumShops shall:
8.3.1. not grant similar rights to the Rights to persons other than, art institutions, museums, historic houses, castles, gardens, libraries, or science centres; and
8.3.2. ensure that the Website contains (in MuseumShop’s reasonable opinion) a good mix of high quality products.
9.1. Whenever you upload content to the Website, you must comply with the content standards set below in clause 9.2 (“Partners’ Uploaded Content Standards”). The Partners’ Uploaded Content Standards apply to:
9.1.1. any and all material which you contribute to the Website; and
9.1.2. each part of any contribution as well as to its whole.
9.2. The Partners’ Uploaded Content Standards require that Partner contributions must:
9.2.1. be accurate (where they state facts) and genuinely held (where they state opinions);
9.2.2. comply with applicable law in the UK and in any country from which they are posted.
9.2.3. not contain any material which is defamatory of any person, obscene, hateful or inflammatory;
9.2.4. not promote sexually explicit material, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age or any illegal activity;
9.2.5. not infringe any copyright, database right or trade mark of any other person;
9.2.6. not be likely to harass, upset, embarrass, alarm, annoy or deceive any person;
9.2.7. not be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
9.2.8. not be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
9.2.9. not be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
9.2.10. comply with any minimum requirements set out by MuseumShops; and
9.2.11. not give the impression that they emanate from us, if this is not the case.
9.3. The Partner agrees to indemnify MuseumShops against any and all losses it suffers as a result of any breach by the Partner (or anyone on its behalf) of the Partners’ Uploaded Content Standards.
9.4. You are responsible for ensuring that the details you provide us with are correct and complete, and for informing us of any changes to the information you have provided.
9.5. When you upload content to the Website, you grant to us non exclusive, royalty free and fully sublicensable and transferable rights to use, host, display to users of the Website and modify such content, relating to you and your products, throughout the world. We may also include or feature these in any general or targeted marketing, include them within user guides and other “help” style videos and literature, and pass this to banks, credit reference agencies, and credit insurance companies, brokers and intermediaries. We will use and handle any personal data in accordance with our data processing policy.
9.6. If you believe that any content on the Website contains defamatory statement, or that your intellectual property rights are being infringed by an item or information on the Website, please notify us in writing.
10.1. MuseumShops shall have and be able to exercise at any time an absolute discretion as to the look, feel and content of the Website (including all Website Sales Pages).
10.2. The Partner shall provide to MuseumShops to upload to the Website and/or Website Sales Pages information about itself and the Website Product(s) (“Partner Information”).
10.3. When the Partner provides MuseumShops with the Partner Information, the Partner grants to MuseumShops nonexclusive, royalty free and fully sublicensable and transferable rights to use, host, and display the Partner Information on the Website (including all Website Sales Pages). We may also include or feature the Partner Information in any general or targeted marketing to prospective or actual Customers and partners, include the Partner Information within user guides and other “help” style videos and literature, and pass this to banks, credit reference agencies, and credit insurance companies, brokers and intermediaries. We will use and handle any personal data in accordance with our data processing policy and obligations under UK law.
10.4. The Partner shall, at all times, ensure that all Partner Information and/or (as applicable) the Partner’s use of and activities on the Website and/or Website Sales Pages:
10.4.1. complies fully with the Partners’ Uploaded Content Standards as defined at clause 9 above;
10.4.2. is and remains true, accurate, current and complete;
10.4.3. complies with applicable law in the UK;
10.4.4. complies with MuseumShops’ Product Policy;
10.4.5. is not false, inaccurate or misleading;
10.4.6. is not offensive, indecent, obscene, pornographic, menacing, abusive, defamatory or in poor taste;
10.4.7. does not promote sexually explicit material, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age or any illegal activity;
10.4.8. is not likely to harass, upset, embarrass, alarm, annoy or deceive any person;
10.4.9. is not in breach of copyright, confidence, privacy or any other rights and will not infringe any third party’s Intellectual Property, or other proprietary rights or rights of publicity or privacy;
10.4.10. does not breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
10.4.11. is not threatening, abusive or invasive of another’s privacy, or cause annoyance, inconvenience or needless anxiety;
10.4.12. does not to impersonate any person (including MuseumShops), or to misrepresent your identity or affiliation with any person (including MuseumShops);
10.4.13. is not fraudulent or involving in any way of the sale of counterfeit or stolen items;
10.4.14. is not in breach of any applicable laws, statues or regulations (including, but not limited to, laws, statutes or regulations governing ecommerce, distance selling, data protection, export control, tax, consumer protection, advertising and the requirements and policies from time to time made by the Chartered Institute of Trading Standards);
10.4.15. is not in breach of any laws, statutes or regulations with regard to the selling of food or alcohol;
10.4.16. does not adversely affect the reputation of MuseumShops or its brand;
10.4.17. does not create, or will likely to create, liability for MuseumShops or cause MuseumShops to lose (in whole or in part) receipt of any of its services (required to run the Website) or any of its Customers or other partners (similar to the Partner); and
10.4.18. is not containing of any virus (or similar).
10.5. The Partner shall not include within the Website Sales Pages, the Partner Information, the Partner’s Social Media Content, any other place on the Website, or in any other means of communication with the Customer:
10.5.1. any direct or indirect link to other ecommerce pages, websites or platforms including the Partner’s own ecommerce pages, websites or platforms; or
10.5.2. any personal Customer data, for purposes other than effecting delivery of purchased Website Products.
10.6. Where any information or data is provided to the Partner by MuseumShops (with its express permission), the Partner undertakes to delete any information or data provided by MuseumShops if so requested.
10.7. The Partner agrees to indemnify MuseumShops against any and all losses it suffers as a result of the Partner Information and the Partner’s use of and activities on the Website and/or Website Sales Pages.
10.8. Notwithstanding the above, MuseumShops (in its absolute discretion) may forthwith require the Partner to make adjustments to the appearance of the Website Sales Pages in terms of the inclusion, positioning, location and all other presentation and content aspects of the Partner Information, the Partner’s Social Media Content and any and all other material, data and information on the Partner’s Website Sales Pages.
10.9. For the avoidance of doubt and without prejudice to the above, MuseumShops reserves the right, at its sole discretion and at any time upon the giving of written notice to the Partner, to take steps to itself immediately remove from the Website (and Website Sales Pages) any of the Partner Information, any Website Products and any and all other material, data and information on the Partner’s Website Sales Pages.
11.1. The Partner shall (where applicable) state clearly on the relevant Website Sales Pages that a Website Product is a personalised or specially made Website Product, and whether (as a result), it requires extended manufacturer and/or Customer approval prior to its production and dispatch by the Partner (“Special Website Products”). In respect of Special Website Products, the Partner must shall display the relevant completion and dispatch times which will supersede any standard completion and dispatch times.
11.2. When a Website Product has sold out or is otherwise out of stock, the Partner shall:
11.2.1. (if applicable) accurately and regularly update the software that corresponds with the Website; and
11.2.2. accurately and regularly communicate this to MuseumShops and keep it appraised of incoming stock and the date when this can be expected.
11.3. In respect of Website Products which have not sold any units following a period of three months from its first listing, MuseumShops, in its absolute discretion, may require the Partner and/or itself take action to delist the relevant Website Products to reduce the clutter on the Website.
11.4. The action above at clause 11.3 will only be taken by MuseumShops upon the giving of seven days’ written notice to the Partner.
11.5. Notwithstanding the above, MuseumShops reserves the right to at any time place advertisements of the Website Products on parts and pages of the Website other than the Website Sales Pages.
12.1. The Price (or Net Price) must be fully inclusive of all taxes and additional charges.
12.2. If the Partner is VAT registered in the UK, the Partner should set the VAT rate at the level that is currently in force in the UK with respect to the Website Products.
12.3. The Partner is solely responsible for ensuring that it fully complies with current VAT regulations and accounts for VAT correctly.
12.4. The Partner has complete discretion over how it wishes to price its Website Products.
13.1. The Partner warrants to MuseumShops that:
13.1.1. it owns and has proper title to the Website Products;
13.1.2. it owns, has proper title or licence to all the Intellectual Property in relation to or in connection with Website Products
13.1.3. it is fully authorised to sell the Website Products;
13.1.4. the sale of the Website Products will not infringe any laws or rights of any third parties, including any Intellectual Property rights; and
13.1.5. so far as the Partner is aware the Website Products are:
13.1.5.1. of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended);
13.1.5.2. fit for any purpose held out by the Partner;
13.1.5.3. free from defects in design, material and workmanship; and
13.1.5.4. comply with all applicable statutory and regulatory requirements.
13.2. The Partner appoints MuseumShops to sell the Website Products through the Website on behalf of the Partner in line with these terms and conditions.
13.3. The Partner shall not be permitted to interfere with the sale of the Website Products through the Website.
13.4. Ownership of the Website Products remains with the Partner at all times.
13.5. MuseumShops shall provide to Customers who wish to purchase the Website Products through the Website an efficient online credit card system for credit card transactions.
13.6. The Website Products shall be sold by MuseumShops, acting in its capacity as disclosed agent for tax purposes, on behalf of the Partner at the Price (or Net Price).
13.7. For the sake of clarity, MuseumShops and the Partner understand that the relationship between MuseumShops and the Partner is not subject to the scope of the Commercial Agents (Council Directive) Regulations 1993 (as amended) or any similar law or regulation applicable to commercial agents. As a result, no compensation and/or indemnity shall be payable by the Partner to MuseumShops in respect thereof in the event of expiration of termination of this agreement.
13.8. The Price (or Net Price) of the Website Products shall be determined by the Partner, but taking into account the reasonable advice and opinions of MuseumShops based on MuseumShops’ experience and requirements for the Website to offer high quality products.
13.9. MuseumShops may, at its discretion from time to time, offer Customers the Permitted Discount to the Price of the Website Products. MuseumShops agrees to seek the permission of the Partner in advance of offering a discount to Customers above the Permitted Discount.
13.10. The Partner shall not discount or deduct from the Price of Website Products or promote the Website Products in any way so as to decrease their value from that of the Price, save during a Sales Period.
13.11. Where any sold Website Products are returned by a Customer on the basis that they are in alleged breach of clause 13.1.5, the Partner shall:
13.11.1. provide the Customer with a full or partial refund;
13.11.2. replace the Website Products;
13.11.3. repair the Website Products; or
13.11.4. any combination of the above.
13.12. If a Customer is unhappy with the Website Products for any other reason (subject to the provision of a valid sales receipt), the Customer may return the Website Products to the Partner within 30 days of the date of delivery of the Website Products to the Customer and the Partner shall be obliged to refund the full amount paid by the Customer.
13.13. Where the Customer returns the Website Products to MuseumShops, MuseumShops shall return the Website Products to the Partner within a reasonable time period, unless otherwise agreed with the Partner.
13.14. In the event that MuseumShops takes the decision to refund the Customer, the amount of the refund given to the Customer will be deducted from any monies due from MuseumShops to the Partner.
13.15. Where a Customer purchases Website Products from the Website, MuseumShops shall inform the Partner of the purchase in writing to the Partner’s email address (“Purchase Notification”).
13.16. A Purchase Notification shall request that the Partner send the relevant Website Products directly to the Customer and provide the requisite details such as quantity and the Customer’s address.
13.17. Except in the case of Special Website Products, dispatch to the Customer from the Partner should take place no later than three working days from the time of the Purchase Notification being sent to the Partner.
13.18. Following repeated failure to dispatch within the timeframe at clause 13.7 above, MuseumShops reserves the right to apply a penalty charge of £5.00 per calendar day for every day over the three working day requirement.
14.1. The Partner agrees keep under review and to abide by the Museums Shops refund policy set out at museumshops.uk/returns.
14.2. Where a Customer receives a refund, the Partner must pay to MuseumShops a sum equal to all amounts charged to it relating to that transaction by payment processors including Stripe.
Without prejudice to any of MuseumShops’ other rights in these terms and conditions, MuseumShops may immediately suspend or terminate the Partner’s use of the Website, the Services and the Rights in the event that MuseumShops reasonably believes or suspects that the Partner is in breach of any of its obligations under clauses 9, 10, 11, 12 or 13 of these terms and conditions.
16.1. The Partner shall pay any and all Fees in accordance with these terms and conditions.
16.2. The relevant Fees shall be as notified to the Partner and updated by MuseumShops from time to time in accordance with these terms and conditions.
16.3. Unless specified otherwise, all Fees are subject to VAT (or other similar taxes or levies) which the Partner shall pay, where appropriate, at the rate prevailing at the relevant tax point, and in addition to the Fees themselves.
16.4. The Partner shall make all payments of the Fees to MuseumShops due under the terms and conditions without any deduction whether by way of setoff, withholding, counterclaim, discount, abatement or otherwise.
16.5. If any sum due from the Partner to MuseumShops under these terms and conditions is not paid on or before the due date for payment, then all sums then owing by the Partner to MuseumShops shall become due and payable immediately and, without prejudice to any other right or remedy available to MuseumShops, MuseumShops shall be entitled to:
16.5.1. cancel or suspend its performance of the Services until payment has been received or arrangements for payment have been established which are satisfactory to MuseumShops (in its absolute discretion); and
16.5.2. recover from the Partner interest (pursuant to clause 16.12 below) plus any and all costs (on an indemnity basis) of obtaining judgment against the Partner, inclusive of all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure.
16.6. The Fees comprise the total of:
16.6.1. Additional Charges;
16.6.2. the Commission Fee;
16.6.3. (if applicable) Late Payment Fee; and
16.6.4. (if applicable) any other fee or charge levied by MuseumShops on the Partner in relation to the Website and/or Services and/or Rights from time to time in line with these terms and conditions.
16.7. MuseumShops shall be permitted to increase the Commission Fee at its discretion. Any such increase shall be notified in writing to the Partner’s email address with a minimum of 28 days’ notice, at the expiry of which the increase shall automatically take effect.
16.8. The notice period above at clause 16.7 shall not apply to increases in the Commission Fee as a result of the Partner agreeing a change to its subscription package with MuseumShops. Such an increase will apply automatically and forthwith upon the date of such a change being agreed.
16.9. The Commission Fee and Late Payment Fee will be paid to MuseumShops by MuseumShops deducting the total of the Commission Fee plus any Late Payment Fee from the funds received from the Customer in respect of the delivery of Website Products (including Special Website Products). MuseumShops will then remit the balance of the funds to the Partner within a reasonable time.
16.10. MuseumShops will provide all relevant sales and transactions data via the Website.
16.11. The Additional Charges (and any charges pursuant to clause 16.6.4) shall be paid to MuseumShops by the Partner by way of BACS transfer or cheque on:
16.11.1. the date the Additional Charges (and any charges pursuant to clause 16.6.4) are agreed between the parties; or
16.11.2. on the first day of the calendar month immediately following the date on which the Additional Charges (and any charges pursuant to clause 16.6.4) were agreed between the parties.
16.12. In the event that the Partner owes to MuseumShops any sums that shall remain unpaid for a period of seven days from the date such sums were due, the Partner shall pay contractual interest to MuseumShops on those sums at the rate of four per cent per annum above Santander plc base lending rate (as varied from time to time).
17.1. MuseumShops shall collect and process all monies due to the Partner in respect of sales of the Website Products on behalf of the Partner but shall not be required to hold the same in separate bank accounts for the Partner.
17.2. The Partner shall comply with all invoicing, ordering and accounting procedures as set out in the MuseumShops’ Product Policy and any other rules, regulations or policies imposed by MuseumShops and/or posted on the Website.
17.3. The Partner shall produce for MuseumShops copies of VAT invoices within 14 days of MuseumShops making a written request to the Partner for the same.
18.1. Without prejudice to any other indemnities given by the Partner in these terms and conditions, the Partner shall keep MuseumShops fully indemnified against any and all Losses arising directly or indirectly from:
18.1.1. any act, omission, default or negligence of the Partner, or any persons expressly or impliedly acting with its authority;
18.1.2. any breach or nonobservance by the Partner of the obligations, conditions or other provisions of these terms and conditions;
18.1.3. any faults or defect in the materials or workmanship of the Website Products; and
18.1.4. any other claims made in relation to or in connection with the Website Products.
18.2. Without prejudice to any other exclusions asserted by MuseumShops in these terms and conditions, MuseumShops shall not be liable to the Partner for:
18.2.1. any damage to or loss of the Website Products; or
18.2.2. any other losses of the Partner.
18.3. The limitations of liability set out in clauses 18.1 and 18.2 shall not apply in respect of any indemnities given by either party under these terms and conditions.
18.4. Notwithstanding any other provision of these terms and conditions, the liability of the parties shall not be limited in any way in respect of the following:
18.4.1. death or personal injury caused by negligence;
18.4.2. fraud or fraudulent misrepresentation;
18.4.3. any other losses which cannot be excluded or limited by applicable law; and
18.4.4. any losses caused by wilful misconduct.
Neither party shall be in breach of these terms and conditions arising from or attributable to Force Majeure.
20.1. MuseumShops acknowledges that the Intellectual Property used on or in relation to the Website Products is that of and belongs to the Partner.
20.2. MuseumShops acknowledges that it is only permitted to use the Intellectual Property for the purposes of these terms and conditions. The Partner hereby grants to MuseumShops a nonexclusive licence to use the Intellectual Property and the Partner’s Social Media Content for the purposes of marketing and selling the Website Products under these terms and conditions.
20.3. The Partner hereby grants MuseumShops a nonexclusive licence to use the Intellectual Property in any and all MuseumShops’ advertising (including the use of the Partner’s branding and trademark as keywords in relation to Google adwords).
20.4. The Partner acknowledges that no rights are granted under these terms and conditions to use any Intellectual Property which belong to MuseumShops.
20.5. The Partner shall indemnify MuseumShops against any and all Losses arising out of any action or claim that arises due to any infringement of the Intellectual Property.
21.1. The Partner may not transfer, assign, charge or otherwise dispose of any of its rights and/or obligations under these terms and conditions, without the prior written consent of MuseumShops.
21.2. MuseumShops may transfer, assign, subcontract or otherwise dispose of any of its rights or obligations arising under these terms and conditions at any time during the Term.
22.1. Any notice or other communication (apart from legal proceedings) given to a party under or in connection with these terms and conditions shall be:
22.1.1. in writing;
22.1.2. sent by email to:
22.1.2.1. the Partner at the email address used by the Partner in the Application.
22.1.2.2. MuseumShops at:
Address: clientservices@museumshops.uk;
Marked for the Attention of: the Director
22.2. Any notice or other communication (apart from legal proceedings) that MuseumShops gives to the Partner under or in connection with these terms and conditions shall be deemed to have been received upon the email being sent.
22.3. Any notice or other communication (apart from legal proceedings) given to the Partner to MuseumShops shall be deemed to have been received only on actual receipt.
23.1. A waiver of any right or remedy under these terms and conditions, or by law, or any consent given these terms and conditions, is only effective if given in writing and signed by the waiving or consenting party and shall not be deemed a waiver of any other breach or default. It only applies in the circumstances for which it is given and shall not prevent the party giving it from subsequently relying on the relevant provision.
23.2. A failure or delay by a party to exercise any right or remedy provided under these terms and conditions or by law shall not constitute a waiver of that or any other right or remedy, prevent or restrict any further exercise of that or any other right or remedy or constitute an election to affirm these terms and conditions. No single or partial exercise of any right or remedy provided under these terms and conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy. No election to affirm these terms and conditions by MuseumShops shall be effective unless it is in writing and signed.
23.3. The rights and remedies provided under these terms and conditions are cumulative and are in addition to, and not exclusive of, any rights and remedies provided by law.
If any provision (or part of a provision) of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall 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 of a provision) shall be deemed deleted. Any modification to or deletion of a provision (or part of a provision) under this clause shall not affect the legality, validity and enforceability of the rest of these terms and conditions.
A person who is not a party to these terms and conditions shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or enjoy the benefit of, any term of these terms and conditions.
26.1. These terms and conditions shall constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between the parties.
26.2. Each party acknowledges that, in entering into these terms and conditions, neither party has relied on any statement, representation, assurance or warranty of any person (whether a party to these terms and conditions or not) other than as expressly set out in these terms and conditions.
These terms and conditions and any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with these terms and conditions or their subject matter or formation.