Terms and Conditions of Service
Terms. May 22, 2016
Kids of Dada Limited (“KOD”) provides a service for selling and purchasing original works of art (“Original Works”), ﬁne art prints and other printed media (“Printed Works”), art-related merchandise incorporating Original and Digital Works (collectively “Works”), and fashion, art & design-related merchandise (“Merchandise”) through the website www.kidsofdada.com (the “Site“). Collectively, these activities are the “Service”.
The use of the Service and Site is governed by these Terms and Conditions of Service (“Terms”) and constitute a binding legal agreement between you and KOD. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity. The Site and Services are intended solely for persons who are 18 or older. Any access to or use of the Site or Services by anyone under 18 is expressly prohibited. By accessing or using the Site or Services you represent and warrant that you are 18 or older.
BY REGISTERING, ACCESSING, USING, BROWSING, EXHIBITING, LISTING, OFFERING FOR SALE, SELLING OR BUYING ON THE SITE, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. If you do not agree to these Terms, you may not access or otherwise use the Site.
Account Registration: In order use the Services through the Site, you must first create an account (“Account”) by completing our registration process you will establish a member name and a password. Upon successful completion of the Account creation process, you will become a registered user (a “Member”). You agree to provide accurate, current and complete information (“Personal Information”) during the registration process and to update such information on a timely basis. KOD reserves the right at its sole discretion to deny registration or to suspend or terminate your Account. You are responsible for safeguarding your password and agree not to disclose it to any third party. You are solely responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify KOD by email at firstname.lastname@example.org of any unauthorized access.
KOD may require you to verify your identity by providing KOD with a copy of a government-issued ID or similar documentation. KOD reserves the right, in our sole discretion, to terminate Accounts and prevent their further access to the Site for violating these Terms or the law.
Privacy & Confidentiality: KOD respects the privacy or its Members.
KOD reserves the right at all times to disclose any information as necessary or deemed desirable by KOD to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any Works or other materials, in whole or in part, in our sole discretion.
You agree to keep KODs Confidential Information confidential and not to disclose it to any third party except as expressly permitted by these Terms. “Confidential Information” means information, in any form, of a confidential or proprietary nature relating to the KOD’s business (including, but not limited to our products, operations, processes, plans or intentions, trade secrets, know-how, design rights, market opportunities, pricing, personnel, Members, customers or suppliers, and all information derived from the above) disclosed by KOD to you (including, but not limited to, in these Terms) or otherwise obtained by you in any way as a result of your being a Member or accessing the Site and Services.
You agree not to commercially or artistically exploit the Confidential Information without the prior written consent of KOD.
These restrictions and obligations do not apply to information which you can clearly demonstrate by documentary or other evidence is or becomes publicly available other than as a result of breach of these Terms, was rightfully in your possession prior to disclosure or was developed independently without access to, or use or knowledge of, the Confidential Information.
Seller Terms and Conditions
Listing of Works (Original, Printed & Digital Art) and Merchandise on the Site: As a Member, you may submit a request for listings to sell Original Works and Merchandise and to exploit Digital Works. You must be the creator and own the copyright or are acting as an authorized agent for the copyright owner.
If you submit listings for Works or Merchandise, you hereby appoint KOD as an independent, non-exclusive reseller with the right to resell such Original Works and Merchandise.
In order for your request be considered for listing, you must provide KOD with all the information requested on the applicable page of our Site and you must comply with any other requirements on the Site. Your listings must be accurate, complete and comply with KOD’s listings guidelines at the time of listing. You are responsible for providing accurate shipping weight, shipping dimensions and shipping address.
You will provide KOD with the price (the ‘Sales Price’) which you wish to receive for the sale of Original Works or Merchandise. Where applicable, the Sales Price must be inclusive of all production cost, KOD fees and charges for use of the Site and Services (the ‘Art & Merchandise Commission’) and packaging costs.
Submission of a listing request to KOD does not guarantee that the listing will be accepted by KOD and posted to the Site. KOD may reject any request of a listing submitted in its sole discretion. KOD reserves the right to amend any listings. Listings may not be immediately available on the Site and the placement of your listings in search and browse results may be based on factors that include without limitation title, keywords and price.
The Service is based in Pounds (GBP). KOD will translate any prices submitted in other currencies at the then prevailing FX rates. FX rates vary and the Artist price may vary based on fluctuations in FX rates.
As the Services are non-exclusive, if you offer the Original Works for sale elsewhere (on-line, gallery, store, private sale or otherwise), you agree that you will set the Artist Price at such a level that the Listing Price will be equal to or less than the lowest price at which the original Works or Merchandise is offered for sale elsewhere.
If you want to remove a listing for Works or Merchandise from the Site you must contact KOD by email at email@example.com
to request the listing be removed. KOD will use reasonable commercial endeavors to remove the listing on a timely basis.
If you elect to do so when listing Original Works, you authorise KOD to produce and sell Printed Works and KOD Merchandise based on the Digital Works, through the Site and Services and on third party websites (collectively “Online Sales”) as well as through KOD exclusive events and through partner stores (collectively "Physical Sales").
You hereby grant KOD a worldwide, transferable, non-exclusive, right and license, with a right to sublicense, to use, reproduce, distribute, publicly perform and publicly display copies of the Works and Merchandise via Online Sales and Physical Sales channels and to access, view, use, crop, resize, copy, distribute, license, publicly display, publicly perform, transmit and broadcast copies of the Works and Merchandise in any form, medium or technology now known or later developed for the purpose of promoting KOD, the Site and the Services. You acknowledge and agree that the foregoing license rights are granted on a royalty-free basis and that your sole compensation for the grant of such license rights, if any, will be in the form of the Commission, which is payable only upon the sale of an Original Works or Merchandise via Online and Physical Sales;
Responsibility for Works and Merchandise: You acknowledge and agree that you are solely responsible for all Works that you make available through the Site and Services. You may not submit listings for Works that were created by another artist or for Merchandise which you are not the creator unless you represent the artist as an agent or established gallery and have provided evidence of such representation to KOD in advance. Accordingly, you represent and warrant that:
- as to Original Works or Merchandise, you are the creator and the sole and exclusive owner of all such Original Works or Merchandise, or the legally appointed agent or representative thereof;
- as to Digital Works, you are either the sole and exclusive owner of all such Digital Works or you have all rights, licenses, consents and releases that are necessary to grant to KOD the rights in such Digital Works as contemplated under these Terms;
- neither the Original Works, Digital Works or Merchandise that you make available through the Site and Services, nor KOD‘s use and exploitation thereof as contemplated under these Terms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secrets, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Commission, Shipping & Payments: Monies which are due to you from sales of Original Works, Digital Works, Printed Works and Merchandise are calculated based on the Sales Price, Art & Merchandise Commission, Digital Royalty and any other fees or charges applicable (the “Commission”).
Art & Merchandise Commission on Original Artwork and Merchandise is set at 35% for Online Sales, 50% for Physical Sales through KOD events or select partner stores.
The Commission may be varied by KOD, in its sole discretion, by giving you 60 days advance notice by email, any such change of Commission being applicable only to listings submitted more than 5 (five) days following such notice.
KOD and/or its third party service providers will be responsible for collecting billing and shipping information from the purchaser, and for processing payment for such purchases via the Site and Services.
Upon a Member conﬁrming in the Site that they wish to purchase Original Works or Merchandise and having made payment to KOD’s satisfaction:
- Within one (1) business days, KOD will alert you to the sale of your artwork;
- You will be responsible for preparing the Original Work or Merchandise for shipping in accordance with best industry practice, to complete a condition report for the artwork and to complete all shipping documents given to you by KOD staff or partner shippers;
- You agree to ship the purchased Original Work or Merchandise within ﬁve (5) business days following the date of purchase (the “Shipping Period”);
- KOD will arrange the pick up by our international and local shippers. This pick up will be arranged for the fifth (5th) business day following the date of purchase. You are responsible for being available to handover the artwork to the shipper as required, unless otherwise stated by KOD
- If you do not ship the purchased Original Work or Merchandise prior to the expiration of the Shipping Period, then the sale may be cancelled by KOD at its sole discretion;
- You are responsible for any damage due to incorrect packaging.
- You are responsible for all costs of packaging.
- If incorrect shipping weights and dimensions are given to KOD or our shippers you are responsible for any extra fees incurred in shipping. KOD reserves the right to deduct the resulting increased shipping costs from your Commission.
- You agree to comply with the terms and conditions of KOD’s then-current Return Policy at www.kidsofdada.com/returns-policy that are applicable to any Original Works or Merchandise that are sold through the Site and Services;
- Subject to the expiry of the Returns Period (if any), you will be paid an amount to be determined in accordance with KOD’s then current standard pricing and commission terms, which you will be notified of when you register as an artist and from time to time thereafter;
- Within 30 days of receipt of conﬁrmation of delivery to the purchaser from the preferred shipper, KOD will credit the bank account nominated in your Account with the Commission;
Sales through third parties: If Original Works, Printed Works and/or Merchandise are sold via a third party website, the terms and conditions of the third party website or store will apply to the purchase in question by the applicable purchaser. However, as between you and KOD, these Terms will apply to all sales except that KOD will pay you the Commission within a commercially reasonable time after the goods have been confirmed to have been successfully delivered to the purchaser and KOD has received payment from the third party website, as determined by KOD, in its sole discretion.
Promotions: You acknowledge that KOD reserves the right to promote and market Original Works, Digital Works, Printed Works and/or Merchandise through the use of sales and/or discounts. The sale or discount amount will apply to the Listing Price. You always retain the right to remove a listing from the Site.
Purchaser Terms and Conditions
- As a Member, you may purchase Original Works, Digital Works, Printed Works and Merchandise that are listed by other Members on the Site.
When you make purchase of Original Works and some items of Merchandise through the Site and Services, you are purchasing from the Member identiﬁed on the listing through the Site. KOD is acting solely as agent for the Member. The Member identiﬁed on the listing will ship the purchased directly to you. For purchases of Digital Works, Printed Works and some items of Merchandise, you are making the purchase from KOD.
You understand and agree that KOD uses commercially reasonable efforts to display the colors of Original Works of Art, Digital Works, Printed Works and Merchandise accurately via the Site and Services. However, because individual computer monitors may display colors differently, KOD is not responsible for the color accuracy of any item displayed on the Site and Services, and disclaims all liability in this regard.
Prices will be as specified on the applicable listing. You acknowledge that prices do not include shipping and handling charges unless specifically otherwise noted in the listing, or applicable Taxes (deﬁned below), if any, for which you are responsible and which will be separately identiﬁed on your receipt.
KOD and/or its third party service providers will collect your billing and shipping information and process your payment.
When you make a purchase via Online Sales (other than via the Site and Services) and Ofﬂine Sales, such purchases will be subject to the terms and conditions of the applicable Online Sales and Ofﬂine Sales channels which will be presented to you at the time of purchase.
KOD reserves the right to cancel any order placed via the Site and Services if KOD determines in its sole discretion, the item is mispriced, inappropriate for sale, out of stock, damaged, previously sold, discontinued, or otherwise unavailable at the price listed via the Site and Services. lf KOD cancels an order placed via the Site and Services, KOD will send you an email conﬁrmation of such cancellation and you will not be charged for your order.
Terms for both Sellers and Purchasers
Transaction Restrictions: If you are a Member and have submitted a listing for an Original Work, a Digital Work, Printed Work or Merchandise and have been contacted by another Member with respect to purchasing directly, you may not sell to such Member independently of the Site and Services. Similarly, if you are a Member and desire to purchase a Work, Printed Work or Merchandise for which another Member has submitted a listing, you may not purchase from such Member independent of the Site and Services.
Taxes: All prices, commissions, fees and other amounts referred to in these Terms, including any prices, commissions and fees set forth on the Site, are stated in UK Pounds (GBP) unless otherwise stated or indicated in the Site and Services. All amounts do not include any sales, use, value added (“VAT”), goods and services (“GST”) or similar taxes or withholding taxes or any customs, duties or tariffs that may be assessed by any governmental tax authority or that are otherwise payable under applicable law with respect to the purchase, sale and licensing transactions contemplated hereunder (collectively, “Taxes”).
Returns: The terms and conditions of KOD’s then current Return Policy apply to all purchases through the Site and Services. The Returns Policy can be viewed at kidsofdada.com/returns
- If you are a seller of Original Works, Printed Works or Merchandise, you acknowledge that KOD will withhold the Taxes required to be withheld from the payments KOD makes to you;
- If you are a purchaser of Original Works, Printed Works or Merchandise. You acknowledge that KOD will add Taxes to the amounts charged, as a separate charge, when required or when allowed to do so;
- Each party will be responsible for complying with any and all obligations imposed on it under applicable law with respect to the collection and payment of any Taxes;
- Each party will cooperate with the other party, and furnish the other party with any customary written documentation or forms required under applicable law to enable the other party to comply with such obligations or to exercise any rights available under applicable law to minimize or to qualify for an exemption from any such obligations.
KOD may make available through the Site and Services, text, graphics, audio, video and images of works of art (collectively, “KOD Content”), some of which is owned by KOD, and some of which is made available under license by a third party. KOD authorizes you to download, view and print KOD Content solely for your personal use in visiting the Site and, if you are a Member, in connection with exercising the rights granted to Members under these Terms. The scope of your rights thereto will be solely as set forth in these Terms or any applicable additional license terms that govern the use of such content as identiﬁed on the page of the Site where such content appears.
No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by KOD or its licensors, except for the licenses and rights expressly granted in these Terms.
WE DO NOT ENDORSE, SUPPORT, REPRESENT OR GUARANTEE THE TRUTHFULNESS, ACCURACY, OR RELIABILITY OF ANY MEMBER CONTENT OR ENDORSE ANY OPINIONS EXPRESSED BY MEMBERS. YOU ACKNOWLEDGE THAT ANY RELIANCE ON MATERIAL POSTED BY OTHER MEMBERS WILL BE AT YOUR OWN RISK.
KOD will, if notiﬁed by a Member or other third party of Member Content that allegedly do not conform to any term of these Terms, KOD may investigate the allegation and determine in its sole discretion whether to remove or request the removal of the Member Content. KOD has no liability or responsibility to Members for performance or non-performance of such activities.
Use of the Site and Services: The Site, Services and KOD Content are protected by copyright, trademark and other laws of the United Kingdom, United States and foreign countries. Except as expressly provided in these Terms, KOD and its Licensors exclusively own, or have right of use of, all right, title and interest in and to the Site, Services, KOD Content, Printed Works and Merchandise, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services or KOD Content. You may not:
- Use, display, mirror or frame the Site, or any individual element within the Site, KOD’s name, any KOD trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without KOD’s express written consent;
- Access, tamper with, or use non-public areas of the Site, KOD’s computer systems, or the technical delivery systems of KOD’s providers;
- Attempt to probe, scan or test the vulnerability of any KOD system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented on the Site;
- Attempt to access, download or search the Site, Services, KOD Content or Member Content from the Site or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by KOD or other generally available third party web browsers;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, KOD Content or Member Content;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a KOD trademark, logo URL or product name;
- Use the Site, Services, KOD Content or Member Content for any commercial purpose or the benefit of any third party in any manner not otherwise permitted by these Terms;
- Forge any TCPIIP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, KOD Content or Member Content to send altered, deceptive or false source-identifying information;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, ﬂooding, spamming, or mail-bombing the Site;
- Collect or store any personally identiﬁable information from the Site or Services from other users of the Site or Services without their express permission;
- impersonate or misrepresent your afﬁliation with any person or entity;
- Violate any applicable law or regulation;
- Encourage or enable any other individual to do any of the foregoing.
You acknowledge that KOD has no obligation to monitor your access to or use of the Site or Services or to remove any Member Content, but has the right to do so for the purpose of operating the Site and Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
KOD reserves the right, at any time and without prior notice, to remove or disable access to any Member Content, listings for Original Works, Digital Works, Merchandise, KOD Content or any other text, graphics, images, software, music, audio, video, information or other content or material that KOD, at its sole discretion, considers to be objectionable, in violation of these Terms or otherwise harmful to the Site or Services.
The Site may contain links to third-party sites that are maintained by others. These links are provided solely for the convenience of the user and are not endorsed by us in any way. We are not responsible for the content of linked third-party sites and we do not make any representations regarding the content or accuracy of materials on such third-party sites. If you decide to access linked third-party sites, you do so at your own risk.
We make no warranty that the Site or Services will meet your requirements, or that the Site and/or Services will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of the Site or Services, or that defects in the Site or Services will be corrected. You understand and agree that you will be solely responsible for any damage to your computer or loss of data that results from accessing the Site. No advice or information, whether oral or written, obtained by you from us through the Site, Services, or otherwise will create any warranty, representation or guarantee not expressly stated in these Terms.
14. Limitation of Liability: OTHER THAN AS REQUIRED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCE WILL KOD BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A MEMBER‘S RELIANCE ON INFORMATION OBTAINED THROUGH THE SITE OR A LINKED SITE, OR MEMBER’S RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED SITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SITE OR SERVICES, OR OBTAINED FROM A LINKED SITE.
YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO SELL WORKS, PRINTED WORKS AND MERCHANDISE AND PROVIDE ACCESS TO THE SITE AND SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, KOD AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, RESULTING FROM USE OF THE SITE, CONTENT OR ANY RELATED SERVICES. WE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND THIRD PARTY MERCHANTS OR FOR ANY INFORMATION APPEARING ON THIRD PARTY MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE AND THE SERVICES. OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SITE OR THE SERVICES IS ONE HUNDRED DOLLARS (U.S. $100.00).
To the fullest extent permissible under applicable law, we disclaim any and all warranties of any kind, whether express or implied, in relation to the Merchandise. This does not affect your statutory rights as a consumer.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.
15. Indemnity and Release: You agree to defend, indemnity, and hold KOD, its ofﬁcers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Site, Services, KOD Content or Member Content, or your violation of these Terms.
16. Changes to Terms: KOD reserves the right, at its sole discretion, to change, modify, add or remove any portion of these Terms, in whole or in part, at any time, and we will post the revised version on the Site. Changes in the Terms will be effective when posted. Your continued use of the Site and/or the services offered on or through the Site after any changes to the Terms are posted will be considered acceptance of those changes.
17. Appropriateness: KOD makes no claim that the Site, Services, KOD Content and Member Content are appropriate for any particular purpose or audience, or that they may be downloaded in any jurisdiction. Access to the Services or content may not be legal by certain persons or in certain countries. You are responsible for compliance with the laws of your jurisdiction.
18. Governing Law: These Terms shall be exclusively governed by, and construed in accordance with, the laws of England. Each party hereby submits to the non-exclusive jurisdiction of the Courts of England.
19. Entire Agreement: These Terms constitute the entire and exclusive understanding and agreement between KOD and you regarding the Site and Services and these Terms supersede and replace any and all prior oral or written understandings or agreements between KOD and you regarding the Site and Services.
20. Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, KOD’s prior written consent. KOD may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the beneﬁt of the parties, their successors and permitted assigns.
Any notices or other communications permitted to required hereunder, including those regarding modiﬁcations to these Terms, will be in writing and given by KOD via email (in each case to the address that you provided in your Account) or by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
You may contact Kids of Dada Limited by email at firstname.lastname@example.org
and/or by writing to:
Kids of Dada Limited
London SE1 4PA