- Upon Order of Licence for Designs or Design Services from the website www.moyo.shop.com or directly in writing to Wafu, these General Terms and Conditions (T&C) create a contract between the Customer and Wafu.
- These T&C apply to all contracts between Wafu and the Customer and shall additionally apply to all future business dealings between Wafu and the Customer, even where there is no further express agreement or where the Order is not placed online but directly with Wafu.
Registration and orders
- Prior to the Order, The Customer is required to register their details on the website www.moyo.shop.com completely and truthfully.
- The Customer’s Order with Wafu shall only become effective upon payment of the License Fee in advance via Paypal or Credit Card, unless otherwise agreed. With the payment the Customer receives the Licenced Rights according to the Licenced Rights of Use (Section 5).
- Any use of the Designs is subject to a charge. The amount payable for the Licensing Fee is determined by the various License models shown in the website.
Custom orders for designs
- The Customer may commission Wafu for Design Services outside the categories on the web site. Wafu will submit a written proposal to the Customer for acceptance and payment.
- No refunds are possible once the Designs are delivered, downloaded or otherwise passed to the Customer.
Licensed rights of use
- Under this Agreement, Wafu grants non-exclusive rights, for the agreed time period, on the basis that the content will be limited to the contractually agreed Purpose and within the scope of the Licenced Rights of Use based upon the license model chosen by the Customer upon Order. Wafu currently offers the following license models:
- Online and Mdeia License, Corporate License and Resale License
- The Licensed Rights of Use may not be transferred to third parties or to enterprises affiliated with the customer (parent, sister or subsidiary companies) unless additional rights are otherwise agreed in writing with Wafu.
- No right is granted to manipulate, edit, re-use, reshape, redesign or adjust and/or emphasise individual elements of any Design.
- No right is granted to register intellectual property rights (image or word/figurative marks, registered designs) in any official register.
- The Designs must not be distributed to other parties.
- The license conditions for the individual license models:
- Online and Media License
- The Design format delivered is JPG.
- Licensed Rights of Use:
- Single usage of the Design only for decorative or illustrative purposes and in online media for websites, social media channels, newsletters, editorial articles in eBooks, eReports and eMags etc. Multiple usage in multiple media channels is permitted.
- Single usage of the Designs only for editorial content and advertising and only for decorative or illustrative purposes in printed media (newspapers, magazines, journals, books and brochures (copying and distribution of multiple copies of works) up to a maximum of 250,000 copies. No usage for cover design or as a product inlay (see Resale License) is allowed. Multiple usage in various printed media is not permitted. No usage for business materials and/or office equipment, company business cards, stationery etc., is allowed.
- Corporate License
- The Design format delivered is JPG.
- Licensed Rights of Use:
- Single usage of the Design only for business materials and/or office equipment (business cards, letter paper, shipping boxes, adhesive tapes, carrying bags, packaging materials and other materials, which present the business to the customer, in printed form or in online media.
- Usage is not allowed for merchandising goods or product packaging or products which are sold in return for payment.
- Resale Licsense
- The Design format delivered is JPG.
- Licensed Rights of Use:
- Single usage of the Design for the designing of a physical product packaging intended for sale or for a printed or non-physical book or magazine cover up to a maximum of 250,000 copies. The usage for two or more products/publications or a higher circulation volume requires multiple license purchases.
- Single usage of the Design for the industrial reproduction of the Design intended for resale on printed/woven/designed products (e.g. postcards, towels, kitchen towels, cups, items of clothing, items of furniture, lamp shades, calendars, smartphone cases etc, up to a maximum of 250,000 copies.
- Usage is not allowed for the sale of wallpaper, textile rolls sold by length or area, gift paper or printed papers. For such usage an individual licensing contract must be agreed with Wafu.
- The usage of the Design for multiple products or for a higher volume of units/copies requires multiple license purchases.
- The Resale Licence covers the use of the Design for the purposes of advertising the product.
- Wafu accepts the statutory warranty for defects of quality and title of the contractually due and delivered design service.
Exclusions Limitations of Liability
The liability of either party:
7.1.1 for death or personal injury resulting from the negligence of that party or that of its servants or agents;
7.1.2 for breach of any condition as to title implied by the Sale of Goods Act 1979 or the Supply of Goods and Services Act 1982; and
7.1.3 for fraudulent misrepresentation
is not excluded or limited.
Subject to Clause 7.3 each Party’s liability under or in relation to this Agreement in respect of all claims will be limited in aggregate to 100% of the total cumulative payments made to Wafu in the 12 months preceding the claims.
Whether or not the Parties have been advised of the possibility, neither party accepts liability under or in relation to this Agreement:
7.3.1 for any loss of profits, loss of sales, loss of turnover, loss of bargain, loss of opportunity, loss of use of computer equipment or loss of time on the part of management or other staff; or
7.3.2 for any indirect, special or consequential loss or damage (however arising), any claims from third parties; or
7.3.3 for any loss or damage resulting from, or attributable to, any inaccuracy or incompleteness of the data or information exchanged between the parties.
The Customer will be solely responsible for the maintenance and security of the Designs and Wafu will have no liability for any loss or corruption of any such Design data, however caused where such loss or corruption could have been avoided or corrected if the Customer had taken and retained, in a secure place, appropriate backup copies.
Under no circumstances does Wafu accept any liability for or in respect of any Designs other than the Designs supplied by Wafu to the Customer.
Wafu does not accept any liability for the standards of copyright or separate rights of the Designs.
Wafu is expressly not liable for the economic use of the design by the Customer.
This Agreement may be terminated:
8.1.1 by Wafu immediately by notice to the Customer, if the Customer fails to pay any of the Fees and Charges when such Fees and Charges fall due; or
8.1.2 by Wafu immediately by notice to the Customer, if the Customer is in breach of a material term of this Agreement and either that breach is incapable of remedy or the Customer has failed to remedy that breach within a reasonable requested time after receiving written notice of the breach Wafu may exercise its right to terminate if the breach is not remedied.
Either party may terminate this Agreement, or any licence granted hereunder forthwith if any of the following events occur in respect of the other party:
8.2.1 a proposal is made for a voluntary arrangement or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; a shareholder’s meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or
8.2.2 a petition is presented for its winding up (which is not dismissed within 14 calendar days of its service) or an application is made for the appointment of a provisional liquidator or a creditor’s meeting is convened pursuant to s.98 of Insolvency Act 1986; or
8.2.3 a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; an application is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given;
8.2.4 it is or becomes insolvent within the meaning of s.123 Insolvency Act 1986; or
8.2.5 a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or
8.2.6 it commences proceedings or petitions under any law other than English Law relating to bankruptcy, insolvency, reorganization, liquidation or the like which for the purposes of this Agreement shall include a Chapter 7 or Chapter 11 proceedings in the USA; or
8.2.7 in another jurisdiction, a similar act or event to the above occurs.
Termination by either party in accordance with Clause 8.1 or 8.2 will be without prejudice to any other rights or remedies of that party accrued prior to termination.
Wafu reserves the right to terminate the Agreement in the case Wafu subsequently discovers that Wafu is not permitted or unable to distribute the design to be downloaded. No refund is payable to the Customer unless the Design has not been delivered.
Assignment and Sub-Licensing
The Customer will have no right to assign the benefit or burden of this Agreement in whole or part without the written consent of Wafu.
No term of this Agreement is intended to confer a benefit on, or be enforceable by, any person who is not a party to the Agreement (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise).
Contractual use of the designs
The customer is not permitted to use the Designs in such manner which violates common law. It is expressly forbidden to use the Designs in a manner that is offensive, defamatory, harmful, libellous, inflammatory, pornographic, racist and/or immoral. In any such case Wafu reserves the right to terminate all Agreements with the Customer and expressly revoke the assigned Licenced Rights of Use.
Confidentiality of the designs
The Designs and Design Data included on the www.moyo.shop.com website are Confidential Information and the Customer hereby undertakes to accept and comply with the following terms and conditions:
11.1.1 The Customer will maintain the Confidential Information in the strictest confidence and will not divulge any of the Confidential Information to any third party without Wafu’s prior written permission;
11.1.2 The Customer will not make use of the Confidential Information other than in connection with this Agreement (“the Purpose”);
11.1.3 The Customer will restrict access to the Confidential Information only to such of its employees as need to have access to the same for the Purpose and will procure that any employees to whom the Confidential Information is disclosed will keep the same confidential and use it solely for the Purpose;
11.1.4 The Customer acknowledges the Wafu’s proprietary rights in the Confidential Information and that the disclosure of the Confidential Information shall not be deemed to confer upon the Customer any rights whatsoever in respect of any part thereof;
11.1.5 The Customer will take only such copies of any Design or other material (in whatsoever medium) embodying any of the Confidential Information as are reasonably necessary for the Purpose and shall forthwith on request at any time return to Wafu or delete or destroy such Confidential Information or any material containing or embodying the Confidential Information as Wafu may direct together with all copies thereof and extracts therefrom taken by the Customer; and
11.1.6 The Customer will confirm to Wafu in writing at any time on request that the Customer has complied with the provisions hereof and if so requested shall provide a statutory declaration to the effect that no Confidential Information (in whatever medium) has been used or disclosed to any third party by the Recipient in breach of the terms of this Clause 11.
The Customer acknowledges that:
11.2.1 the Confidential Information is highly confidential and commercially sensitive;
11.2.2 disclosure may cause irreparable damage to the Wafu and its business;
11.2.3 any use or outside knowledge of the Confidential Information may be highly damaging to Wafu’s business and interests; and
11.2.4 damages alone would not be an adequate remedy for any breach by the Customer of the provisions of this Agreement and, accordingly, without prejudice to any and all other rights or remedies that Wafu might have, Wafu shall be entitled without proof of special damage to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the provisions of this Agreement.
Save as provided elsewhere in this Agreement, nothing in this Clause 11 shall be construed to grant to the Recipient any licence or rights in respect of the Confidential Information or in connection with the Purpose.
The Customer accepts full liability for and will indemnify and keep the Wafu fully indemnified against all and any loss whatsoever and howsoever arising from any disclosure or unauthorised use of the Confidential Information by the Customer or its employees, advisers, agents or representatives or any associated company.
The terms and existence of this Agreement are confidential to the parties, and neither party may publicise the existence or terms of the Agreement without the prior written consent of Wafu.
For completed Design Orders, amendments to the T&Cs are only possible in exceptional circumstances and by the written approval of Wafu.
Law and Jurisdiction
This Agreement will be governed by and construed in accordance with English law and each party hereby submits to the non-exclusive jurisdiction of the courts of England and Wales.