General Terms and Conditions
Image Release/License Agreement
Terms and Conditions
These terms and conditions govern your use of our website. Please read these terms in full before you use this website. If you do not accept these terms and conditions, please do not use this website. Your continued use of this website confirms your acceptance of these terms.
1.1 It is necessary to register with us in order to use most parts of this website. However, particular areas of this website will only be accessible only if you have not registered. Please contact us at email@example.com or +442088081200 to register for access.
Digimedia Solutions Terms and Conditions
We place orders on Tuesdays and Fridays with Pleaser and get deliveries on Mondays (for the Friday Orders) and Thursdays (For the Tuesday Orders) except holidays. Cut off time is 12 Noon.
Deliveries that come in on Monday go out on Monday-Tuesday and the ones that come in Thursday go out on Thursday-Friday.
Regular shipping: £3.50 +VAT per pair +£1.75 for each additional RM 48 with tracking but no signature required.
Express shipping: £7.50+VAT per pair +£3.75 for each additional DPD Interlink Express
International varies by country . Please ask firstname.lastname@example.org for quotes and countries covered.
£3.50 Dropship fee per shoe +VAT
£3.50 for don dropship orders under £100 going to Buyer’s ship to address.
Every effort is made to use up-to-date prices, but inevitably there will be changes because of the fluctuations which occur in the currency markets, the imposition of tariffs, etc we are often unable to fix prices of imported footwear before goods are delivered to us. For this reason, we have to charge prices ruling at the date of delivery of goods to us as shown in our daily updating csv files.
All prices are ex VAT.
All orders need to be paid in advance by paypal, bank transfer or credit card.
Non faulty returns
Our standard policy is not to accept any worn returns. In the rare event that these are agreed for a special reason, please be aware that there might be a re-stocking charge and a repacking charge if original packaging is damaged or missing.
Nationwide distribution takes place from our distribution centre in Tottenham London .
BANK HOLIDAYS The office and the warehouse are closed on bank holidays.
Unless otherwise stated, all images, works of authorship (copy) and artwork (collectively known as “Creative Elements”) found on our catalogs, website, and advertising / promotional materials are the exclusive intellectual properties of Pleaser USA, Inc. The use of these Creative Elements requires our advance approval. Images on disc or through our FTP may be provided to our existing customers upon their signing of our Image Release Agreement for the exclusive purpose of selling Pleaser USA, Inc. products.
For any additional questions please contact email@example.com
SALE CONDITIONS BELOW:
1.1 IN THESE CONDITIONS:
‘Buyer’ means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller. ‘Goods’ mean the goods (including any instalment of the goods or any parts of them) which the Seller is to supply in accordance with these conditions.
‘Seller’ means Digimedia Solutions LTD
‘Conditions’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
‘Contract’ means the contract for the purchase and sale of the Goods. ‘Writing’ includes telex, cable, facsimile transmission and comparable means of communication
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2 BASIS OF THE SALE
2.1 The conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in Writing by the Seller.
2.5 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
2.6 No statements made outside the Contract in brochures, catalogues, sales literature, correspondence or orally during negotiations are intended to have contractual effect.
3. ORDERS AND SPECIFICATIONS
3.1 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
3.2 If the goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
3.3 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EC requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
3.4 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller.
4. PRICE OF THE GOODS
4.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted, the Seller’s established price current at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom, the Seller’s applicable export price shall apply. All quotations are subject to withdrawal at any time before a written Order from the Buyer.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the buyer and the Seller, all prices are given by the Seller on a carriage paid basis to any address in the United Kingdom.
4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
5. TERMS OF PAYMENT
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after the Goods have left the Seller’s premises for delivery to the Buyer, unless the Goods are to be collected by the Buyer in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection.
5.2 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Buyer shall pay the price of the Goods (without deduction) in advance by PayPal, bank transfer or credit card, and the Seller shall be entitled to recover the price notwithstanding that delivery may not have taken place and the property in the goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Buyer fails to make any payment by the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
5.3.1 cancel the contract or suspend any further deliveries to the Buyer
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer);
5.3.3 disallow any discount offered in the invoice;
5.3.4 charge the Buyer interest from the day immediately after payment is due (both before and after any judgement) on the amount unpaid, at the rate of 2 per cent per month or 2 per cent per annum over the base rate of Midland Bank Plc from time to time in force (whichever is the higher) until payment in full is received by the Seller (a part of a month being treated as a full month for the purpose of calculating interest); and
5.3.5 full reimbursement from the Buyer upon demand by the Seller of all costs and expenses (including legal costs) incurred in the collection of any overdue amount.
6.1 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in Writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.2 Delivery of the Goods shall be made to the Buyer’s address or if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
7 RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due subject to the proviso that if the account with the Buyer reaches a nil balance then property shall not pass until the Supplier has compiled with the Buyer’s written notice served on the Supplier for the Supplier to acknowledge that there are at the date of the service of the notice no debts owed by the Buyer to the Supplier and confirmation by the Buyer that property in the goods has passed, such compliance by the Supplier to be within a reasonable period after service of the Buyer’s notice. The Buyer shall thereupon identify those goods in the Buyer’s possession in which the property has passed to the Buyer. 7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but shall be entitled to resell or use the Goods in the ordinary course of its business.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the goods are stored and repossess the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8 WARRANTIES AND LIABILITY
8.1 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 28 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
8.2 No claim for damaged Goods, for shortages, or for non-delivery will be accepted by the Seller unless written notice of such damage or shortage is received by the Seller within 7 days of receipt of the Goods by the Buyer, or (in the case of non-delivery) 14 days from the date of the invoice.
8.3 Where any valid claim in respect of any of the Goods which is based on any damage in transit, defect in the quality or condition of the goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replaced the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
8.4 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as caused beyond the Seller’s reasonable control.
8.4.1 act of God, explosion, flood, tempest, fire or accident.
8.4.2 war or threat of war, sabotage, insurrection, civil disturbances or requisition
8.4.3 acts, restrictions, regulations, bye-laws, prohibitions or measure of any kind on the part of any governmental, parliamentary or local authority.
8.4.4 import or export regulations or embargoes.
8.4.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
8.4.6 difficulties in obtaining finished goods, raw materials, labor, fuel, parts or machinery;
8.4.7 power failure or breakdown in machinery.
9 INSOLVENCY OF BUYER
9.1 This clause applies if:
9.1.1 the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
9.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer, or
9.1.3 the Buyer ceases ,or threatens to cease, to carry on business, or
9.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
9.2 If this clause applies, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10 EXPORT TERMS
10.1 In these Conditions ‘Incoterms’ means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provision of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provision of Incoterms and these Conditions, the latter shall prevail.
10.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 10 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provisions of these Conditions.
10.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
10.4 Unless otherwise agreed in Writing between the Buyer and the Seller, the Goods shall be delivered ex works and the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.
10.5 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
10.6 The Buyer undertakes not to offer the Goods for resale in any country notified by the Seller to the Buyer at or before the time the Buyer’s order is placed, or to sell the Goods to any person if the Buyer knows or has reason to believe that that person intends to resell the Goods in any such country.
11.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
11.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
11.4 Worn complaints should be handled under the Code of Practice (Footwear Charter) which the Company support and returned when relevant.
11.5 Provisions for New Customers. Buyers wishing to trade with the Seller for the first time should complete an application for new account, signed copy of this form and signed copy of Pleaser USA Image release form
11.6 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English Courts.
Image Release/License Agreement
Terms and Conditions
Last Updated: December 1st, 2013
Thank you for your expressed interest in using/licensing Pleaser USA’s copyrighted product and lifestyle images (the “Images”). PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING THE IMAGES. Your usage of the Images is conditioned on your acceptance without modification of the terms and conditions contained herein (collectively, “Terms”) as well as the Guidelines for using Pleaser USA Trademarks and Copyrights (the “Guidelines”), which is incorporated herein by reference and made a part of this Agreement.
By using the Images, you agree to the Terms and Guidelines. If you do not agree to the Terms and Guidelines, do not use the Images.
Pleaser USA grants its customers a limited license to use the Images subject to the Terms and Guidelines as well as all applicable laws, rules and regulations, including but not limited to laws regarding trademarks and copyrights.
- The Images and Intellectual Property. Any and all product and lifestyle images featured on our Website, Disc, product catalogs, advertising/promotional fliers and posters, or provided through FTP are defined as the “Images” and are copyrighted by Pleaser USA. All trademarks, service marks, and trade names (collectively the “Marks”) that may or may not accompany the Images are trademarks or registered trademarks of and are proprietary to Pleaser USA.
- License. Pleaser USA shall have the right, in Pleaser USA’s sole reasonable discretion, to grant or deny Use/License of the Images. The Images are limited for use by the party agreeing to the Terms and Guidelines. Your license to use the Images is non-transferable, meaning that you are not permitted to sell, rent, give, sublicense, or otherwise transfer the Images to any other party. You agree to refer any third party image requests directly to Pleaser USA for approval. The Images are approved on a case-by-case basis and Pleaser USA’s decisions are final in this matter.
- Acceptable Use of the Images. You agree to comply, at your own expense, with all the laws, ordinances, rules and regulations, and other requirements of all governmental authorities and agencies having jurisdiction over you relating to the use of the Images. The Images must be used solely for the promotion or sale of authentic Pleaser USA merchandise obtained directly from Pleaser USA or its authorized wholesalers and/or distributors. You agree that Pleaser USA will be credited (via company name or logo) in an adjacent area to all your utilized Images, whether they are displayed in print, on the Internet, or any other public medium.
- Unacceptable Use of the Images. The Images must not be used in an unlawful manner, including use, which defames another person or public entity, or in any obscene manner that tarnishes the reputation and integrity of Pleaser USA, its various trademarks or its products. As such, the Images should not be suggestively affiliated with adult novelty items or sexual items. If deemed necessary, Pleaser USA may contact you to inquire specifics about the use of requested Images, and ask that you provide a draft of the Images in place (layout).
- Alterations to the Images. The Images may be scaled in size for its intended purpose, on the condition that no portion of the visual is eliminated or cropped off. The Images should never be distorted, blurred, altered or modified, whether intentionally or otherwise, or displayed in poor quality or resolution.
- Maintaining Competitive Retail Prices. To preserve our reputation as the premier brand for sexy and alternative shoes and to support our reseller’s efforts in delivering an extraordinary customer experience, Pleaser USA has unilaterally adopted a MINIMUM ADVERTISED PRICE POLICY (“MAP Policy”). It is a violation of this MAP Policy if a reseller who sells our products within the United States intentionally advertises any MAP Product below its MAP Price (see Pleaser USA MAP Policy for details). Pleaser USA reserves the right, in its sole discretion, to withdraw from any reseller who violates this MAP Policy the release/license permission of the Images. It is recommended that products sold in the United States that are not covered under our MAP policy (e.g. Funtasma products) maintain a Manufacturer Suggested Retail Price (MSRP). For customers who sell our products outside of the United States, it is strongly suggested to follow our international MSRP for all of our products. For Internet sales, the retail price should not be falsely reduced and subsidized through shipping and handling charges and/or any special promotional offers.
- Selling Online. The Images can be used on the customer’s E-commerce Websites and other marketplaces such as Amazon and eBay. However, under no circumstances shall customers use the Images in connection with a bidding offer in which a “starting price” is advertised.
- Right to Remove Images. Pleaser USA reserves the right to request eBay or other online marketplaces to remove the Images from a Seller’s listing should the Seller be found to have violated this Agreement or our MAP Policy.
- Content and Accuracy of Information. While Pleaser USA takes reasonable steps to ensure that the information relating to the Images is accurate and complete, it makes no representations or warranties as to the completeness or accuracy of the Information. Pleaser USA hereby disclaims any and all liability for any omissions or errors in or to the Information or the content of the Images generally.
- Indemnity. You agree to indemnify, defend and hold Pleaser USA, its shareholders, officers, directors, subsidiaries, employees and agents, and successors and assigns of each of the foregoing, free and harmless from and against all demands, claims, action, causes of action, lawsuits, judgments, costs, expenses and other liabilities of every nature, including attorneys’ fees, arising from your use of the Images or from your advertisement or sale of Pleaser USA products.
- Captions. Captions are for convenience only and shall not be considered interpreting any of the provisions hereof.
- Injunctive Relief. You acknowledge that the breach of the Terms and/or the failure to abide by the Guidelines will cause Pleaser USA immediate and irreparable injury, which cannot be properly remedied by monetary damages or in an action of law. Accordingly, Pleaser USA reserves the right to seek and obtain injunctive relief against any such breach in addition to all other relief to which Pleaser USA may be entitled.
- Termination. Pleaser reserves the right to immediately withdraw from you the release/license permission of the Images and terminate this Agreement at any time and for any reason. Upon receipt of our written notice that any aspect of your use of the Images is violating the Terms and Guidelines, you must immediately cease that use and correct or destroy any materials reflecting that use at your own cost. By requesting that you cease or modify your use of the Images, Pleaser USA does not waive any remedies that might otherwise be available to it as a result of such use.
- Applicable Law. This Agreement shall be governed by and interpreted under the laws of the United States of America and the State of California without regard to the conflicts of laws provisions. Any action related to this Agreement must be brought in the County of Orange, State of California. The prevailing party in any action to enforce the Terms and Guidelines shall recover its attorney’s fees and costs.
By being a Pleaser USA customer and/or a reseller of Pleaser USA products, you explicitly agree and accept to be bound by the Terms and Guidelines. Furthermore, you acknowledge that you are fully aware that ANY UNAUTHORIZED USE OF THE “IMAGES” IS STRICTLY PROHIBITED.