Effective Date: 27 February 2007

1 General

1.1 These terms and conditions govern the relationship between us Simplyicons Limited (“SI”) trading as Simply Schoolwear whose registered office is at Dudley House, Bracknell, Berkshire, RG12 1LL and your use of our web site, located at Simplyschoolwear.co.uk (the “Web Site”).

1.2 The Web Site enables you to create and order customized merchandise (“Product”). Users of The Web Site may create and purchase individual Products for their own use or sell Products through their own page on the Web Site (“Shops”). These terms and conditions also cover both the Standard Simplyicons Shop and the Premier Simplyicons Shop. Details of both shops are available on the Web Site. SI allows all users to browse the Web Site and purchase Products from the Shops. SI may offer a number of other services on the Web Site, such as message boards, contests and newsletters, which may change from time to time.

2 The Contract

2.1 By using or subscribing to the Web Site you enter into a binding contract with SI on these terms and conditions.

2.2 We must receive payment of the whole of the price for the Product. Once we receive payment we will confirm that your order has been received and accepted by sending you an email at the email address you provide in your order form (“Order Acceptance Email”). Our acceptance of your order brings into existence a legally binding contract between us in respect of that order. Any Product on your order which is not confirmed in the Order Acceptance Email will not form part of that Contract.

2.3 Where you order Products through a Shop we will merely be acting as agent for the Shop and the Shopkeeper for the supply and delivery of the Product and/or our services holding stock on behalf of the Shop and receiving payment for the Product ordered. The Shopkeeper will remain principally liable for your order and to whom you will be principally liable for payment.

3 Product Price

3.1 The prices payable for Products that you order are as set out in the Web Site (“the Base Price”) and include value added tax.

3.2 You will be required to pay extra for next day and international delivery and it might not be possible for us to deliver to some locations. Our delivery charges are set out in the Web Site.

3.3 We will not pass your credit or debit card information to any third party.

3.4 You must ensure that the credit or debit card you are using is your own, that you have sufficient funds to cover the cost of the Product and that all details which you provide to us for the purpose of ordering Product are accurate and true.

3.5 We have made every effort to make clear whether or not the quoted prices for Products and services available through our site include any relevant tax or customs and excise duty. Where in any case it is not clear please note before you place an order that you may be required to bear a liability to tax or duty (for example value added tax) imposed by a supplier or by operation of law which is payable in addition to the price.

3.6 We use a secure server that implements Secure Socket Layer technology (certified to the standard for encrypted credit card transactions stipulated by Verisign Inc.) to prevent any person from gaining access to your credit card or registration information whilst it is on our site or being transmitted across the internet. If you discover that Products have been ordered from us over our site using your credit card details in circumstances where you had not agreed to or authorised this, then (provided you have not, through failure to take reasonable care, allowed an unauthorised person to gain access to your credit card details, purchaser ID or password) we are required to refund to you the money we receive provided that: (a) you informed your credit card company and us of the unauthorised purchase as soon as you discover it; and (b) you co-operate with your credit card company, us and, if necessary the police in relation to the unauthorised use.

4 Your right to Cancel the Order

4.1 To cancel your order contract you must notify us in writing.

4.2 If you have received the Products before you cancel your order contract then you must send the Products back to our contact address at your own cost and risk. If you cancel your order contract but we have already processed the Products for delivery you must not unpack the Products when they are received by you and you must send the Products back to us at our contact address at your own cost and risk as soon as possible.

4.3 Once you have notified us that you are cancelling your order contract, any sum debited to us from your credit card will be re-credited to your account as soon as possible and in any event within 30 days of your order PROVIDED THAT the Product in question is returned by you and received by us in the condition they were in when delivered to you. If you do not return the Products delivered to you or do not pay the costs of delivery, we shall be entitled to deduct the direct costs of recovering the Products from the amount to be re-credited to you.

5 Cancellation by us

5.1 We reserve the right to cancel the contract between us if:

5.1.1 we have insufficient stock to deliver the Products you have ordered;
5.1.2 we do not deliver to your area; or
5.1.3 one or more of the Products you ordered was listed at an incorrect price due to a typographical error or an error in the pricing information received by us from our suppliers.

5.2 If we do cancel your contract we will notify you by e-mail and will re-credit to
your account any sum deducted by us from your credit card as soon as possible but in any event within 30 days of your order. We will not be obliged to offer any additional compensation for disappointment suffered.

6 Delivery

6.1 We will deliver the Product ordered by you to the address you give us for delivery at the time you make your order by email.

6.2 Delivery will be made as soon as possible after your order is accepted and in any event within 7 working days of the Order Acceptance Email.

6.3 Property in the Product passes to you upon delivery of the product to you. Once a Product has been delivered to you it is held by you at your risk and we will not be liable for its loss or destruction.

6.4 If your delivery address is outside the United Kingdom, you may be subject to local import duties and/or taxes. You confirm and accept that all and any such duties taxes and charges of this nature are you personal responsibility and will be borne by you and not by us.

7 Privacy

7.1 You acknowledge and agree to be bound by the terms of our privacy policy. You agree to allow your personal data to be collected, stored, processed and saved by us in accordance with that policy. You acknowledge and agree to be bound by the terms of our privacy policy.

7.2 In order to provide certain services for the fulfilment of your order, we endeavour to use trustworthy third parties. As a result we may have to provide those third parties with your personal data relating to your order. The data provided is used by third parties in accordance with these terms and conditions. Any third parties with whom we deal are obliged to delete all data immediately after their part of the contract has been executed. We will not provide third parties with any personal data for advertising purposes.

8 The Web Site

8.1 We reserve the right to refuse any order placed by you and to edit or omit artwork or text or to contact you for alternative artwork or text as we deem appropriate if any artwork or text appears to us to be offensive obscene or unacceptable or detrimental to our reputation or that of our business partners.

8.2 We reserve the right to monitor transactions and communications that occur through the Web Site. If we determine, in our sole and absolute discretion, that you or another user will or are in breach of these terms and conditions that your transaction or communication is inappropriate, we reserve the right to cancel such transaction or take any other action to restrict access to or the availability of any material which may be considered objectionable, without any liability to you or any third party.

8.3 We reserve the right at any time without notice to revise the content of the Web Site as well as the services offered by us and these terms and conditions. Details of such changes to these terms and conditions will be posted on the Web Site and by your continued access to and use of the Web Site you agree to be bound by the revised terms and conditions.

8.4 When you submit questions, comments, suggestions, ideas, material via web forms, contest entries, communications or any other information to us (“Submissions”), you thereby consent to our using such Submissions for marketing and other promotional purposes and agree that we shall have no obligation to keep any Submissions confidential.

8.5 We will permit you to access, use and interact with the Web Site subject to these terms and conditions.

We will:

8.5.1 exercise reasonable care in compiling our site;
8.5.2 use reasonable efforts to make our site available to you at all times; and
8.5.3 take the steps set out in our privacy policy to endeavour to secure any personal data and credit card information you give us.

8.6 Certain links including hypertext links, in our site will take you outside the Web Site. Links are provided for your convenience and inclusion of any link does not imply any endorsement or approval by us of the linked site, its operator or its content. We are not responsible for the content of any website outside the Web Site.

8.7 Any rights which have accrued to either party at the date of termination will remain enforceable after termination.

8.8 We reserve the right in our sole discretion to deny users access to our site or any part of our site without notice and to decline to provide the service to any user who is in breach of these terms and conditions.

9 Children

We do not sell Products for purchase by children. We sell children’s products for purchase by adults. If you are under 18, you may use The Web Site only with the consent of a parent or guardian.

10 Variations

10.1 We reserve the right to make changes to the Web Site, our policies, product details, content and these terms and conditions at any time. You hereby agree to be subject to our policies and terms and conditions in force from time to time.

10.2 Any changes to these terms and conditions will be posted on our site and by continuing to use our site following any such change you signify that you agree to be bound by the revised terms and conditions of use.

11 Intellectual Property

11.1 It is illegal for you to reproduce unlicensed trademarks, logos or copyrighted material onto products within The Web Site. When you upload your own design or text (“Content”) to personalise a Product, you must be in possession of the legal right to duplicate and distribute that design. You solely bear responsibility for any violation or breach of copyright or trademark and you confirm that the legal rights of any third parties are not thereby infringed.

11.2 You indemnify us in respect of any claims actions demands arising in connection with any such violation or breach of third parties rights and you will reimburse us in respect of all costs and expenses incurred by us in connection with legal fees and other damages. You are obliged to inform SI forthwith in writing of any claim brought against you due to a violation of third parties rights.

11.3 You will retain ownership of the Content which you upload to the Web Site. You hereby grant us a royalty-free, worldwide, transferable, nonexclusive, right and licence to use such Content, in all media existing now or created in the future, as we deem necessary to enable you to create, produce and purchase Products for so long as your Content remains uploaded to the Web Site. You hereby further consent to us sublicensing the rights that you grant it in this Section to a third party only for purposes producing your Products.

11.4 You shall not use or display any name or mark belonging to us except with our express written permission of and in the manner required by us.

12Copyright and Trademark

12.1 We hold copyright in the design, text, graphics and other material on the Web Site and the selection or arrangement thereof vests in us and that of relevant third parties where applicable. You are permitted to electronically copy and print in hard copy parts of our site solely in connection with your acquisition of Products through our site. Any other use of materials on our site (including reproduction for purposes other than those noted above and alteration modification, distribution, or republication) without our prior written permission is strictly prohibited. You hereby grant to us a perpetual royalty-free irrevocable licence to copy, issue copies, communicate to the public, make publicly available and include in a cable programme service (either in whole or in part or in a modified or edited form) any material which you up-load or post to our site (whether to a chat room, bulletin board or otherwise). You acknowledge and agree that such material is not up-loaded or posted subject to any duty of confidentiality owed to you or any third party.

12.2 We are the registered proprietor of the Simplyicons trademark in the United Kingdom and certain other countries. All other trademarks product names and company or business names marks and logos used on the Web Site are the property of their respective owners as the case may be. We give no permission or licence for you to use any such trademarks names marks or logos and such use may constitute an infringement of the rights of the registered holders of such.

12.3 The Simplyicons name is a registered Trademark and may not be used without Simplyicons Ltd’s written permission.

13 Simplyicons Shops

13.1 To open a shop on our website in order to sell Products you must first register for an account. This password protected service will enable you to create, amend, delete and add to details of your Shop and the Products available for sale from your Shop via our website.

13.2 You must provide your email address and a password in order to gain access to your Shop details and online sales reports. You are responsible for keeping your password secure and confidential. In the event that you believe your password has been used or disclosed to an unauthorised third party you must immediately inform us at help@simplyicons.com.

13.3 In the event that you elect to open a Simplyicons Shop, each Product with your Shop will have its own base price as set out by us (“the Base Price”). The Base Price covers the cost of production or supply of the Product/s processing the order, customer service, value added tax and where required any customisation of the Product. Your markup price is added to the Base Price as established by you for the Product (“the Markup Price”).

13.4 You are thereby able to generate commission representing the difference between the Base Price and the Markup Price from the sale of Products from your Shop. You are free to alter the Markup Price via ‘MyAccount’

13.5 The commission generated from your sales of Products will be received by us acting as your agent and paid into your bank account by BACS within 30 working days of our receipt of payment after deduction of our processing fee of 4 % of the commission. In order for us to account to you for commission received at any one time you must have accumulated at least £5 commission in your Shop account.

13.6 For the avoidance of doubt the prices stated for the Products which you may add to your Shop include Value Added Tax. If you are vat registered you are responsible for charging and recovering the value added tax applicable to the Markup price of the Product.

13.7 You can access online reports of your sales of Products from your Shop via your Shop account.

13.8 At all relevant times you will be and agree to remain the Principal for the purposes of contracting with customers of your Shop and SI shall act solely as your agent for the purposes of all of the services included in Base Price, for the collection of your shopsell payments and accounting to you for the commission less our processing fees and the Base Price.

13.9 By subscribing to our Shop services you agree to pay the prices for the Product at the rates or amounts applicable and set out on the Web Site from time to time

13.10 If you fail at any time to pay the said prices due and payable to us in accordance with these terms and conditions we may at our sole discretion and without prejudice to any other rights which we may have under these terms and conditions or at law deny you access to those areas of the Web Site which are exclusively available to subscribers without prior notice.

13.11 You must provide us at all times with accurate and up to date contact and commission payment details. If you do not maintain and update your contact and payment details then any commission payments due and payable to you cannot be paid.

13.12 In the event that your Shop has remained inactive for a continuous period of 12 months then we will email your Shop contact and if we receive no response within 30 days of the date of the email you will be deemed to have abandoned your Shop and SI has the right then to close your Shop. Any commission outstanding at the time of closure will be donated to a registered charity as selected by us.

13.13 We may terminate your subscription immediately if you are in material breach of any of these terms and conditions. You may terminate your subscription at any time on 30 days notice to us.

14 Third party rights

Except for our affiliates, directors, employees or representatives, a person who is not a party to this agreement has no right under the UK Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement but this does not affect any right or remedy of a third party that exists or is available apart from that Act.

15 Governing law

The contract between us shall be governed by and interpreted in accordance with English law and the English courts shall have jurisdiction to resolve any disputes between us. For these purposes the parties hereby submit to the exclusive jurisdiction of the English Courts.

16 Entire agreement

These terms and conditions, together with the Web Site, prices, delivery details, contact details and privacy policy, set out the whole of our agreement relating to the supply of the Product to you by us. Nothing said by any sales person on our behalf should be understood as a variation of these terms and conditions or as an authorised representation about the nature and quality of the Product . Save for fraud or fraudulent misrepresentation we shall have no liability for any such representation being untrue or misleading.

17 Liability

17.1 If the Product delivered is not what you ordered or is damaged or defective or the delivery is of an incorrect quantity, we shall have no liability to you unless you notify us in writing at our contact address of the problem within 7 working days of the delivery of the Product with details of the damage or defect.

17.2 If you do not receive Products ordered by you within 30 days of the date on which you ordered them, we shall have no liability to you unless you notify us in writing at our contact address of the problem within 40 days of the date on which you ordered the Products.

If you notify a problem to us under this condition, our only obligation will be, at your option:

17.2.1 To make good any shortage or non-delivery
17.2.2 To replace any Products that are damaged or defective; or
17.2.3 To refund to you the amount paid by you for the Products in question in whatever way we choose.

17.3Save as precluded by law, we will not be liable to you for any indirect or consequential loss, damage or expenses (including loss of profits, business or goodwill) howsoever arising out of any problem you notify to us under this condition and we shall have no liability to pay any money to you by way of compensation other than to refund to you the amount paid by you for the Products in question under clause 17.2 above.

17.4 You must observe and comply with all applicable regulations and legislation, including obtaining all necessary customs, import or other permits to purchase Products from the Web Site. The importation or exportation of certain of our Products to you may be prohibited by certain national laws. We make no representation and accept no liability in respect of the ability to and legal requirements for export or import of the Products you purchase.

17.5 Notwithstanding the foregoing, nothing in these terms and conditions is intended to limit any rights you may have as a consumer under applicable local law or other statutory rights that may not be excluded nor in any way to exclude or limit our liability to you for any death or personal injury resulting from our negligence.

18 Notices

Unless otherwise expressly stated in these terms and conditions, all notices from you to us must be in writing and sent to our email contact address at help@simplyicons.com. All notices from us to you will be displayed on the Web Site from to time.

19 Events beyond our control

We shall have no liability to you for any failure to deliver Products you have ordered or any delay in doing so or for any damage or defect to Products delivered that is caused by or results from any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident electrical and computer failures or act of God.

20 Invalidity

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

21 Limitations

We do not represent or warrant that access to our site, or any part of it will be uninterrupted, reliable or fault free.

21.1 We do not represent or warrant to you that our site or any of its contents will be accurate, complete or reliable.

21.2 We do not represent or warrant that any Products (whether or not provided by us) will be of merchantable quality or will be fit for any purpose (even if that purpose has been previously notified to us).

21.3 To the extent permitted by law, we exclude all liability (whether arising in contract, tort or otherwise and whether or not due to our negligence) which we may otherwise have to you as a result of:

21.3.1 any technical, factual, textual or typographical inaccuracies, errors or omissions on or any information on our site;
21.3.2 the unavailability of our site (or any part of it), Products or services;
21.3.3any delay in providing, or failure to provide or make available, Products or services or any negligent provision of Products or services;
21.3.4 any Products not being of merchantable quality or fit for their intended purpose; or
21.3.5 any misrepresentation on or relating to our site, the Products or the services (other than a fraudulent misrepresentation made by us or on our behalf).

21.4 Our maximum liability to your business in respect of your use of our site or any services we provide or make available to you through or in relation to our site will be the amount of any subscription fees paid on behalf of your business during the year in which the liability arose. You agree that we shall have no liability for indirect or consequential losses, loss of data, income or profits or damages for loss of or damage to property.

21.5 You agree that each of these limitations is reasonable having regard to the nature of our site and in particular given that when you purchase information, Products or services through our site you will enter into a separate contract with the supplier in each case.

21.6 None of the exclusions or limitations in this clause 21 shall exclude or restrict our liability for death or personal injury caused by our negligence.

21.7 None of the above exclusions shall affect any statutory rights which are not capable of being excluded. However, in such case our obligation, where permitted by law, will be limited to the resupply of our site, Products or services to you.

21.8 Each of the above exclusions or limitations shall be construed as a separate and severable, provision of these terms and conditions.

22. Definitions

In these terms and conditions:

22.1 “our site” means the Web Site and our presence on the Internet under the name “Simplyicons.com”;
22.2 “our”, “we”, “us” and “SI” means Simplyicons Limited and, where applicable, its officers, employees and duly authorised agents; and
22.3 “you” and “your” include any organisation or business with which you are associated and on behalf of which you use our site (“your business”);
22.4 “Product” or “Products” means the Product or Products for sale on the Web Site and forming the whole or part of an order by you or sold by you through the Shops;
22.5 “Shop” or “Shops” means either a Standard Simplyicons Shop or a Premier Simplyicons Shop.
22.6 “Shopkeeper” means the owner of a Shop on the Web Site;
22.7 “Markup Price” means your marked up price added to the Base Price of the Product.
22.8 “Commission” means the difference between the Base Price of the Product and the total of the Base Price plus the Markup Price