Designers’ Terms: terms of use for pattern designers.

These are the terms on which LoveCrafts Makers (formerly LoveKnitting Limited), registered at Aviation House, 125 Kingsway, WC2B 6NH, London (“LoveCrafts”, “we” or “us”) offers access to pattern designers to use our services. You acknowledge that if you choose to upload your Patterns to our Website, you are accepting these terms of use, along with the Terms of Use and Terms of Sale and any other documents referred to herein.

“Agreement”, or the “Designers’ Terms” means this document and other documents referred to in herein which, together, form a binding agreement between you and LoveCrafts;

“Affiliate” means, as to any person, any other person who directly or indirectly through one or more intermediaries, Controls or is under common Control with, or is Controlled by such person;

“Control” means, in connection with a given person, the possession, directly or indirectly, of the power to either (i) elect more than fifty percent of the directors of such person, or (ii) direct or cause the direction of the management and policies of such person, whether through the ownership of securities, contract, advisor arrangements or otherwise and Controlled by and under Common Control with shall be construed accordingly;

“GST” means Australian goods and sales tax pursuant to A New Tax System (Goods and Services Tax) Act 1999, as amended from time to time;

“Member” or “Customer” means a registered user of the Website;

“Pattern” means a design used as a model for making clothing and other products using yarn or other fibres, fabric and accessories by knitting, crocheting or other means;

“VAT” means the value added tax in the United Kingdom pursuant to the Value Added Tax Act 1994;

“You” or the “Designer” means you, the pattern designer; and

“Website” means www.lovecrafts.com (or any other website owned by us which we may specify from time to time, in each case, as the context permits).

1.1 Before you may register as a Designer you must become a Member by setting up an account on the Website including a username and password.

1.2 In order to become a Designer on the Website you must be over the age of 18 (or an adult for the purposes of applicable law in the jurisdiction in which you live, if this age is over 18) and you must be capable of entering into a binding legal agreement with us. A parent or guardian of a minor may register with and sell Patterns on the Website on behalf of a minor provided that in such case, our contractual relationship will remain with that parent or guardian and not the minor.

1.3 If you are entering into these Designer Terms on behalf of a company, partnership or other legal entity, as a Designer you warrant that you have the authority to bind such entity to these Designers’ Terms.

1.4 If we accept you as a Designer you agree that you may not transfer or assign your account or associated information to any other person, nor allow any other person to use such account or associated information.

1.5 You may only operate one Designer account at a time (except with our express consent) and you must not use false identities or impersonate any other person or use a username or password you are not authorised to use.

1.6 We reserve the right to refuse to accept you as a Member and/or a Designer in our sole discretion.

2.1 Each time you upload a Pattern to the Website, you will be prompted to set the price for that Pattern (being the Pounds Sterling, US Dollar or Euro price that a Customer has to pay to download one copy of your Pattern) which shall be exclusive or inclusive of any applicable consumption tax (the “Guide Price”), dependent on the pricing preferences set in your designer account. You may change the Guide Price for your Pattern(s) by amending your listing on the Website at any time and such change shall take effect within 14 days.

2.2 We may, at our own cost, apply discounts or offers to your Pattern(s) from time to time. The “Published Net Price”, being the price which your Pattern is offered for sale, shall be the Guide Price less any such discounts and offers.

2.3 Each time one of your Patterns is sold to a Customer, we will collect the Published Net Price from the Customer. Notwithstanding that the Published Net Price collected may be lower than your Guide Price (following discounts and offers) the Guide Price, less our Fees (as defined in section 2.4 below) and other required deductions from time to time, shall become payable by us to you (the “Realisation Amount”).

2.4 Our FAQs contain up to date details of our fees and fee structure from time to time (“Our Fees”).

2.5 We may change the rate of Our Fees or our whole fee structure from time to time in our sole discretion. If we make such a change pursuant to this section 2.5, it will be effective 14 days from posting on the Website.

2.6 Unless otherwise stated, all Guide Prices, Published Net Prices, Realisation Amounts and Our Fees are in Pounds Sterling. We may convert the Published Net Price for any Pattern to other currencies in our sole discretion to sell to our overseas customers at an exchange rate we determine (the “Converted Price”). We may update Converted Prices from time to time on the Website to take account of current exchange rates. When we offer your Pattern for sale in countries where the currency is other than Pounds Sterling, the Published Net Price will be the Converted Price and your Realisation Amount will be calculated based on the Converted Price. We will then convert the Realisation Amount from the currency in which it is realised back into Pounds Sterling at an exchange rate we determine. Any costs associated with currency conversion including third party fees and commissions shall be added to Our Fees and deducted from your Realisation Amount in respect of each Pattern sold.

2.7 Any costs you incur in providing or uploading your Patterns and associated documents, photographs or other files to the Website are entirely your responsibility.

3.1 We will pay your Realisation Amounts in accordance with this section 3. For more information see our FAQs.

3.2 You agree to enter into a “self-billing” arrangement with us in which you agree that we will produce an invoice on your behalf on a monthly basis in arrears for any Realisation Amounts realised due to sales of your Patterns during the relevant monthly period. If you are VAT or GST (Aus) registered, this will be a formal “self-billing agreement” which complies with the HMRC rules on self-billing. If you are not VAT/GST registered, we will still provide invoices on your behalf but they will not be valid VAT/GST invoices - if you become VAT/GST registered at any point after becoming a Designer you must contact us immediately. For more information on “self-billing” please see our FAQs which set out the requirements for a valid self-billing arrangement and the form of agreement we will require you to enter into if you are VAT or GST (Aus) registered.

3.3 You must maintain an account acceptable to us for payment to you of your total monthly Realisation Amounts. If you do not, we will notify you in writing that we are unable to pay you. We will hold any accumulated funds for a period of 1 year. If during that time you provide a suitable account for payment, we will pay the amount due, but on expiry of that period, if no such account has been provided, you will cease to be a Designer and we will have no further obligation to you, financial or otherwise.

3.4 Currently, we use PayPal® (www.paypal.com) exclusively. We are not affiliated with PayPal and any charges associated with your use of PayPal are entirely your own responsibility.

3.5 We may, in future, permit additional payment methods or may cease to use certain payment methods. In either case we will provide 14 days notice to you.

3.6 We may withhold payments of Realisation Amounts if:

1. we have had to issue refunds to Customers in relation to any of your Patterns, to the extent of the aggregate amount of any such refunds (except to the extent such refunds have already been extinguished in prior payment periods);
2. a claim is made by a third party that you have infringed their proprietary rights, until we have determined the validity of any such claim and if such claim is found to be valid, we shall not owe you any further Realisation Amounts in respect of the Pattern to which the claim relates;
3. we have had to terminate or suspend this Agreement with you due to a breach by you of its terms.

4.1 We are responsible for collecting and remitting any and all taxes imposed on sales of Patterns to Customers. You are responsible for any income or other taxes due and payable resulting from payments to you by us pursuant to this Agreement.

4.2 If you are resident in the European Union, you will need to inform us if you are, or if applicable, your business, is registered for VAT and provide your VAT registration number. If you are VAT registered we will add VAT to any payments that we make to you. In accordance with the “self-billing” requirements set out in 3.2 above, it is your responsibility to ensure that the VAT registration information that you supply to us is up to date at all times. If you fail to do so, the invoices that we provide you with will not be valid VAT invoices and you will not be able to reclaim VAT on payments we make to you.

4.3 If you are resident in Australia, you will need to inform us if you are, or if applicable, your business, is registered for GST and provide your GST registration number. If you are GST registered we will add GST to any payments that we make to you. In accordance with the “self-billing” requirements set out in 3.2 above, it is your responsibility to ensure that the GST registration information that you supply to us is up to date at all times. If you fail to do so, the invoices that we provide you with will not be valid GST invoices and you will not be able to reclaim GST on payments we make to you.

4.4 Unless otherwise stated, amounts due to you pursuant to this Agreement are inclusive of any taxes that may apply to such payments. We reserve the right however, to deduct or withhold any and all applicable taxes from amounts due by us to you and the amounts due, as reduced by those deductions or withholdings, will constitute full payment and settlement to you.

5.1 You must be legally able to license each of the Patterns you upload onto the Website in accordance with section 9.1 (Grant of License) below.

5.2 We reserve the right to:

1. decline to accept, delete or recategorise your Patterns, or make any amendments to the information you provide in connection with your Pattern listings where such information is incorrect, unclear or omitted, in our sole discretion without giving reasons;
2. publish feedback from our Customers in relation to your Pattern(s) alongside the Pattern listing;
3. change, add, delete, and reorganise Pattern categories, and to recategorise all Patterns listed on the Website without notice.

5.3 If we delete your listing(s), we will generally attempt to give you notice prior to such actions; however, if we consider the Pattern or any material contained in your listing to be inappropriate, we may delete your Pattern without notice and without giving reasons.

5.4 If we request that you provide further information relating to your Pattern, you will promptly provide the information requested and you warrant that the information or documentation provided in response to such request will be current, complete and accurate.

6.1 We provide the facility for Customers to post commentary or feedback on all our products, including the Patterns. We reserve the right to control such commentary including deleting comments in our sole discretion. The Terms of Use and Terms of Sale for the Website contain terms which prohibit comments which are obscene, offensive, hateful, libellous or otherwise include inappropriate language, however, all comments posted on the Website (in relation to your Patterns or otherwise) remain the sole responsibility of the person who posts the statement.

6.2 Neither LoveCrafts nor any of its Affiliates, directors or employees will accept any liability in relation to such Customer comments.

7.1 You are solely responsible for providing accurate information to us and our Customers (as applicable) about you (including but not limited to your name, address, email and PayPal account information) and your Patterns (including but not limited to descriptions, prices and commentary, photographs, listings, personal information and account information).

7.2 You are responsible for ensuring that your information is not false, inaccurate, misleading or fraudulent. It must not infringe anyone's copyright, patent, trademark, trade secret or other proprietary rights. It must not violate any law, or be defamatory, libellous, obscene, threatening, harassing or what would be regarded as inappropriate by an average user of the Website.

7.3 You must deliver all electronic files free and clear of viruses, worms or other potentially harmful or disrupting code.

7.4 You are solely responsible for ensuring that your account username and password remain confidential and are responsible for all activities that occur on your account, whether or not you have expressly authorized them. You agree to notify us immediately if you become aware of any unauthorised use of your account.

8.1 Without limitation to other remedies we may employ, we may limit your activity, remove your Patterns, warn other users of your actions, suspend or terminate your Membership (or status as a Designer) and refuse to provide our services to you if you:

1. breach this Agreement;
2. do not provide verifiable information to us;
3. if we reasonably believe your actions damage our business, reputation or brand; or
4. if we reasonably believe that your actions may cause financial loss or legal liability to us, you, our Members or third parties.

9.1 By listing a Pattern on the Website, you grant to us (and any of our Affiliates) a non-exclusive, worldwide, transferable, irrevocable, sub-licensable licence:

1. to use such Pattern;
2. to grant licences to Customers for the use of such Pattern by all digital distribution means available from time to time, provided that such Customers pay the Published Net Price plus applicable taxes for said licence;
3. to exercise the copyright and publicity rights you have in respect of such Pattern; and
4. to use any information associated with the Pattern, including descriptions, commentary, instructions, photographs, images, and image files, to list, show and advertise the Pattern on the Website or in any other media for the purposes of promoting the Pattern, the Website, or LoveCrafts in respect of which your waive all moral rights you have in such information so that we do not violate any rights you may otherwise have in relation to such information.

9.2 The consideration provided by us to you for any such licence is the access granted to you by us for listing your Pattern. For the avoidance of doubt, the licence that we grant to Customers to use your Pattern shall be irrevocable, non-exclusive, non-transferable and non-sub-licensable and shall survive the termination of this Agreement, notwithstanding any other provision of this Agreement.

9.3 Subject to section 9.1 above, you shall retain all ownership rights in and to the copyrights and any other proprietary rights which may subsist in your Pattern and associated information.

9.4 You represent and warrant that:

1. you have the full right, power and authority to enter in to this Agreement;
2. you are the rightful and sole owner of the copyright and all other intellectual property rights to such Patterns and associated information;
3. you have the full right, power and authority to grant the licenses referred to herein;
4. you shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of our service and your listing, and sale of Patterns;
5. no consent is required from, or payment required to any third party in relation to the licenses referred to in this section 9 herein; and
6. neither the exercise of any rights under this Agreement nor your Patterns or any associated information or materials will violate or infringe the intellectual property, proprietary or other rights of any third party, including without limitation contractual rights, copyrights, trademarks, common law rights, rights of publicity, privacy or moral rights or violate any laws and regulations of any jurisdiction.

9.5 To the fullest extent permitted by applicable law, you indemnify and hold harmless, and shall defend LoveCrafts (including its officers, directors, employees, Affiliates and assigns) and any of our Members who may buy your Patterns from and against any and all damages, losses and expenses which we or they may incur as a result of, or in connection with the breach by you of any of the warranties and representations in this section 9 or any obligations contained in this Agreement.

10.1 Our Pattern upload facility is provided “as is”. In no event shall we, our Affiliates, officers, directors, employees or suppliers be liable for any loss of data, loss of profits or any damages arising out of or in connection with any Pattern or this Agreement for any reason, including negligence or for any equitable remedy whatsoever or howsoever caused. Our liability, and the liability of our Affiliates, officers, directors, employees, and suppliers, to you or any third party, will be limited the aggregate amount of Realisation Amounts due and payable to you during the previous 12 month period preceding the claim.

10.2 We make no representation or warranty of any kind, express or implied, that the Website will be available, timely or error-free or that defects will be corrected. We make every effort to keep the Website and its servers free of viruses or bugs, but we cannot guarantee their absence at all times.

10.3 We specifically disclaim all warranties, express or implied, including without limitation, to saleability, fitness for purpose, and non-infringement.

10.4 You acknowledge that, while we will ensure that Customers are legally bound by certain rules of usage in relation to your Patterns, we cannot guarantee that our Customers will not misuse your Patterns and we will have no liability in relation to any security system failure, or a failure of any of our Customers to comply with our rules of usage or Website terms and conditions. Furthermore we cannot guarantee that our systems will error-free and that our service will be uninterrupted.

10.5 Nothing in this Agreement shall exclude or limit our liability:

1. for death or personal injury resulting from our negligence or that of our employees; nor
2. in respect of any fraudulent or negligent misrepresentation whether or not such has become a term of this Agreement; or
3. for any other liability which cannot be excluded or limited by law.

Your statutory rights are not affected by the terms of this Agreement.

We will not be liable for any failure or delay in the performance of our obligations under this Agreement caused by any event or circumstance beyond our control including, without limitation, insurrection, fires, floods, storm, explosions, acts of God, war, terrorism or suspension or failure of key public services or utilities (including the internet).

11.1 No agency, partnership, joint venture, employee-employer, franchisor-franchisee or fiduciary relationship is intended or created by this Agreement save and except for the purposes of section 9.1.

12.1 Access to the Website is permitted on a temporary basis, and we reserve the right to withdraw or amend access to the Website without notice (see below). We will not be liable if, for any reason, the Website is unavailable at any time or for any period.

12.2 We reserve the right to change the domain address of this Website and any services, products, product prices, product specifications and availability at any time.

12.3 If the need arises, we may suspend access to the Website and our Service, or close them indefinitely.

12.4 You are responsible for making all arrangements for you to have access to the Website. You are also responsible for ensuring that everyone who gains access to the Website through your Internet connection is aware of, and complies with, these Designers’ Terms.

13.1 You are not entitled to assign your rights to this Agreement without our express written consent.

13.2 You agree that this Agreement, all incorporated terms and conditions and rights and obligations in relation thereto may be assigned by LoveCrafts Makers to any of our Affiliates or assignees. In such case, all references to "we", us” and “LoveCrafts” shall become references to the assignee of LoveCrafts and after such assignment, the assignor shall have no further obligations with respect to this Agreement or any prior agreements aside from matters that arose prior to such assignment.

14.1 Either party may terminate this Agreement upon ten (10) days’ notice in accordance with Section 18 (the end of such ten (10) day period being the "Effective Termination Date"). We will de-list your patterns on the Effective Termination Date or before that date at our option. This Agreement shall continue with respect to any pending sales of your Pattern or Patterns that occur prior to the Effective Termination Date.

14.2 We also reserve the right to suspend or terminate your use of the Website immediately upon notice to you in accordance with Section 18.2 or immediately without notice to you if we determine that you may be in breach of the terms of this Agreement or if you are found or suspected to have engaged in fraudulent activity in connection with the Website.

14.3 In accordance with Section 9.2, any licences which have been granted by us to Customers to your Pattern(s) shall survive termination of this Agreement for whatever reason.

15.1 We reserve the right to change the Designers’ Terms, theTerms of Use and Terms of Sale and other documents referred to herein from time to time in our sole discretion. We will notify you by revising the “last updated” date above and, in some cases, we may provide you with more prominent notice (such as adding a statement to our homepage or sending you a notification). If we make any changes to the Designers’ Terms, any new Designers’ Terms shall be effective 7 days after we post the changes (except in relation to Realisation Amounts Fees in which case the provisions of section 2.5 shall apply). You are responsible for checking for updates and by leaving Patterns on the Website or uploading new Patterns you shall be deemed to have accepted such changes. If you do not accept such changes, you must remove your Patterns from the Website and terminate your Designer account.

16.1 This Agreement constitutes the entire agreement between you and us in relation to its subject matter and supersedes any and all prior agreements between the parties to it, other than any exclusivity agreement or amendment which may be entered into between the parties in relation to some or all of your Patterns, which is in writing and signed by both parties or by email, provided that the terms of any amendment by email shall be subject to and only take effect from receipt by you of a confirmation email from us.

16.2 If any provision of this Agreement is held to be invalid by a court or tribunal having jurisdiction over the parties, such provision shall be deemed to be restated to reflect as nearly as possible the original intended position between the parties as in accordance with applicable law, or if this is not possible, such provision shall be deemed to be severed from the Agreement and in either case, the remainder of this Agreement shall continue in full force and effect.

17.1 The failure by either you or us to enforce any provision of this Agreement will not constitute a waiver of by us or you of the right to subsequently enforce that provision.

18.1 Any notices to us shall be given by registered mail to LoveCrafts Makers, Aviation House, 125 Kingsway, WC2B 6NH, London or to designers@lovecrafts.com.

18.2 Any notices from us to you may be provided to the email address you provide to us when registering as a Member of the Website or such other email address that you may provide to us from time to time. Notice shall be deemed given 24 hours after email is sent. Provided that we send such email to the most recent email address supplied by you to us, that notice shall be effective even if we are notified that such email address is invalid. It is your obligation to ensure that you have provided us with a valid, current email address. If we choose to give you notice by registered mail, notice shall be deemed given 3 days after the date of postage.

19.1 This Agreement is an English language document and intended to be understood in English. Any version of this Agreement which we may provide in any other language will be provided for convenience only and in the event of any conflict, the English language version shall prevail.

20.1 This Agreement and any dispute or claim arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales and in the case of any dispute, the parties submit to the exclusive jurisdiction of the English Courts.