sukhanlee

1. Definitions

In these Terms:-
  • (a)"Artwork" means the artwork, design, photograph, painting, artistic work, diagram, drawing, graphic work, textile print or any other item of whatsoever nature (in hard and electronic format) created by SUKHANLEE offered on the Website;
  • (b)"Fees" means the fees payable to SUKHANLEE under these Terms as set out in the Website;
  • (c)”IPR” means all intellectual property rights including copyright, design right, registered designs, trade marks, patents, database rights and confidential information and ideas and all other rights whatsoever of a like nature world wide whether registered or not and all applications and registrations of the same;
  • (d)”Login” means the Members email address and the password used by the Member to access the Members section of the Website;
  • (e) "User" “you” means any person, partnership, unincorporated business or limited company who accesses the Website for any purpose subject to these Terms (including Members);
  • (f) "SUKHANLEE" “we” “us” means Suk Han Lee trading as SUKHANLEE;
  • (g)“Order” an order placed by a Member via the Website to SUKHANLEE for the purchase of Artwork;
  • (h)“Reproduce”/"Reproduction" includes publication or copying in any material form of the whole or part of any Artwork including (without limitation) printing, photography, electronic or mechanical reproduction or by any other means and shall include the storage of any Artwork in any medium by electronic or any other means;
  • (i)”Member” means any person, partnership, unincorporated business or limited company who is accepted by SUKHANLEE and provided with a Login by SUKHANLEE;
  • (j)"Terms" means the standard terms and conditions of use of the Website and submission and Reproduction of Artwork set out herein as may be varied from time to time by SUKHANLEE at their absolute discretion without notice to the Customer;
  • (k)”Site Administrator” means a person authorised by SUKHANLEE to update and monitor activities carried out via the Website;
  • (l) “Website” means the website accessible via www.sukhanlee.com and all other domain names owned and operated by SUKHANLEE linking to the same content.
For the purposes of interpretation of these Terms:
  • (a) Words in the singular include the plural and vice versa and words of any gender include every other gender and references to legal persons shall include natural persons and vice versa;
  • (b) the headings and contents table are inserted for convenience only and shall be ignored in the interpretation of these Terms.

2. Terms

  • (a)SUKHANLEE reserve the right to amend or update the Website and these Terms from time to time without notice.
  • (b)SUKHANLEE will endeavour to post any changes to these terms and conditions on the Website. It is the User’s responsibility to regularly review these terms and conditions to ensure they are aware of any changes. Any changes will be binding the User from the first time they access the Website after they have been posted on the Website.
  • (c) The Users attention is drawn in particular to the Limitation of Liability section of these Terms.

3. Use of the Website

  • (a) All Users will be able to access the Website for the purposes of reviewing information about SUKHANLEE and our products. Access to the Website is subject to these Terms. Users who do not comply with these Terms, particularly the terms of use at clause 6 are not authorised to access the Website.
  • (b) The Website is intended for use by trade customers of SUKHANLEE only (including customers who become customers through SUKHANLEE’s agent) and the Artwork is intended for purchase by businesses only and not individual consumers.

4. Registration

  • (a) To be eligible to purchase Artwork from the Website, Users must be accepted by SUKHANLEE as a Member. To apply to become a Member, Users must provide their information (name, address, name and address of the limited company, unincorporated business or partnership whom they act for, email address and contact phone number and a password of your choice) and confirm their acceptance to these Terms in accordance with the instructions on the Website.
  • (b) A User who has received an email invitation (either from SUKHANLEE or one of its agents) to become a Member has already been accepted as a Member but must verify their account information and confirm their acceptance to these Terms by accessing the link in the email invitation.
  • (c) Where a user is not invited to become a Member, acceptance of your request to become a Member is at the discretion of a Site Administrator.
  • (d) All Users are responsible for ensuring that their personal information submitted to SUKHANLEE (either directly or through SUKHANLEE’s agent) is complete and accurate. SUKHANEE will not be responsible for any loss or damage suffered as a result of errors in the information provided. All personal data (as defined in the Data Protection Act 1988) collected from Users will be dealt with according to our Privacy Policy on the Website.
  • (e) Following verification of their personal information details (Users who are invited to be Members) and acceptance of your request (uninvited Users), Members will receive a welcome email from SUKHANLEE with details of their Login. You are not deemed to be a Member until you receive a confirmation email from us.

5. Membership Section

(a) Access to the Members section of the Website is by Login only. Members will be able to
  • review the catalogue of Artwork including full resolution images (which is watermarked until purchased).
  • request their password to be emailed to them
  • change their profile information
  • add Artwork from the catalogue to a shopping cart and purchase Artwork via the Paypal system
  • download the original PSD or AI file for Artwork once purchased
  • browse previously purchased Artwork
(b)Membership is personal to the Member, or in the case where the Member is an individual to the limited company, unincorporated buisiness or partnership whom they act on behalf of. All rights associated with membership, including the right to the Login and any Member benefits, are non-transferable without the prior written consent of SUKHANLEE. The Member agrees to indemnify and hold harmless SUKHANLEE for any loss, damages, costs or expenses incurred as a result of the unauthorised transfer of their membership to a third party. (c)The Member warrants that they are authorised to act on behalf of the company, unincorporated business or partnership named in the account information submitted to SUKHANLEE (via the Website or otherwise) for the purposes of registration as a Member.

6. Use of Login and Website

  • (a) Members are responsible and liable for all activities carried out by way of use of your Login and are liable for payment of all prints ordered via your Login. For the avoidance of doubt, Members are liable for any purchases made using their Login.
  • (b) Members must keep your Login confidential at all times, take reasonable steps to prevent others from obtaining their Login and inform SUKHANLEE if at any point a Member considers that its Login has been compromised and/or is being misused by a third party. Members agree that you will take any action as is required and/or is requested by SUKHANLEE to prevent such misuse.
  • (c) You warrant and undertake that you will not do, attempt to do or permit any others to do any of the following:
    • modify, translate, create derivative copies of or copy any aspect of the Website including the html code, cgi scripts, images, and other graphic content except as permitted in these Terms;
    • submit, upload, post or otherwise introduce (nor attempt to) any material to the Site that is libellous, obscene, threatening, abusive or that violates any copyright, trade marks, design rights, patents, database rights or other proprietary rights whether unregistered or registered anywhere in the world (“Intellectual Property Rights”) of any third party;
    • reverse engineer, decompile, disassemble or otherwise tamper with any material on the Website;
    • distribute, sub-license, assign, share, timeshare, sell, rent, lease, grant a security interest in or otherwise grant any rights in, or purport to grant any rights in the Website or any part of it to a third party;
    • direct or distribute unsolicited email (SPAM) to, from or via the Website;
    • interfere or attempt to interfere with the operation of the Website or its component parts in any way whatsoever including overloading, flooding, mailing, bombing, crashing or hacking all or part of the Site’s content or deleting or changing any of the Site’s content;
    • use the Website for any unlawful purpose, including use of your Login allocated to you on registration for unlawful purposes including without limitation fraudulent purposes; or
    • use the Website in any manner not expressly authorized or envisioned by SUKHANLEE or in a way which may bring SUKHANLEE into disrepute.
  • (d) SUKHANLEE reserves the right to cancel your Login and terminate access to the Members section of the Website without notice if:
    • a Member breaches these terms and conditions, including without limitation the warranties relating to use of the Website;
    • we suspect that your Login is or has been used dishonestly, unlawfully or in an otherwise inappropriate manner or in breach of these terms of conditions.
    • we do not receive payment for products ordered using your Login.
  • (e) Notwithstanding termination of any Login, a Member will be able to download any Artwork for which payment of the Fees has been received by SUKHANLEE prior to termination.

7. Orders

  • (a) All Artwork is supplied by SUKHANLEE to the Member subject to these Terms and the Order and the contract as set out in these Terms and the Order shall prevail to the exclusion of any terms, conditions or provisions submitted, proposed or stipulated by the Member in whatever form, whether written or oral. For the avoidance of doubt, such terms shall be of no contractual effect whatsoever.
  • (b) By submitting an Order, the Member will be deemed to accept these Terms and the Member will be required to tick the box to confirm the Member’s acceptance of these Terms prior to acceptance of the Member’s Order by SUKHANLEE.
  • (c) The Member must submit their Order(s) via the Website in accordance with the instructions set out on the Website. The Member will be responsible for ensuring the completeness and accuracy of their Order(s) and SUKHANLEE will not be liable for the Member’s failure to provide complete and accurate information in their Order.
  • (d) No Order will be validly submitted except via the e-commerce ordering process on the Website. Any terms or conditions which the Member attempts to add to these Terms in the course of making an Order will be void.
  • (e) No Order will be deemed to have been accepted by SUKHANLEE until SUKHANLEE notifies the Member in writing (which may be by e-mail) of acceptance of the Order and any relevant invoice number.
  • (f) All Artwork displayed on the Website is subject to availabilty. SUKHANLEE will use reasonable endeavours to update the Website as quickly as possible following a purchase but will not be liable for any loss caused as a result of delays or a piece of Artwork no longer being available.
  • (g) The Member acknowledges and agrees that they are not acting as a consumer in relation to any transaction carried out via the Website and that the Consumer Protection (Distance Selling) Regulations 2000 will not apply to the purchase of any Artwork via the Website. Therefore, in the event that the Artwork purchased is not available, SUKHANLEE will in no way be obliged to provide substitute Artwork.
  • (h) SUKHANLEE reserves the right to:
    • (i) reject any Order submitted by the Member at the absolute unfettered discretion of SUKHANLEE;
    • (ii) cancel any Order before delivery of the relevant Artwork or making available for download by the Member in the event any payment of the Fees for the Artwork fails;
    • (iii) cancel any Order at any time should it have reason to believe that the transaction (and any details submitted in the course of the transaction including credit card details) are fraudulent, dishonest or unlawful.
  • (i) Without limitation to the provisions relating to limitation of liability in clause 14 below, SUKHANLEE will not be liable or otherwise responsible for any loss or damage caused to the Member by cancellation of an order by SUKHANLEE in accordance with clause 2(f)(ii) above.

8. Assignment

For the purposes of this clause, where the Member is an individual, the term “Member” will refer to the limited company, unincorporated business or partnership who they act on behalf of and not to the Member in their personal capacity.
  • (a) In consideration of and upon receipt of the payment SUKHANLEE of the Fees in full in accordance with the Terms SUKHANLEE will assign to the Member all of its IPR in the Artwork , including the right to take action for past infringements of the IPR and the right to claim damages in respect of any infringing works.
  • (b) Unless agreed otherwise in writing between SUKHANLEE and the Member, the Member grants SUKHANLEE a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to Reproduce the Artwork for SUKHANLEE’s own promotional purposes including without limitation in their portfolio and in displays at trade shows.
  • (c) Any Reproduction before payment of the Fees or at any time when fees or Fees are outstanding constitutes an infringement of SUKHANLEE’s rights in the Artwork entitling SUKHANLEE to refuse to assign its IPR in the Artwork to the Member under clause 8 and rendering the Member liable for the payment of damages and or other sums to SUKHANLEE.
  • (d) The Member shall use its best endeavours to ensure that all Reproductions of the Artwork by the Member are to the highest practicable standards.

9. Fees

  • (a) The Fees for each Order will be calculated by SUKHANLEE in accordance with SUKHANLEE’s standard advertised Fees for the Artwork as set out on the Website. Fees for Artwork and delivery and other charges displayed on the Website are current at the time of display. SUKHANLEE does not accept liability for any errors in such Fees and the amount of the Fees is subject to the confirmation of SUKHANLEE to be provided subsequent to the placing the Order.
  • (b) The Member will pay the Fees together with delivery costs for each Order on submitting their Order. Payment must be made online via the online e-commerce payment system PayPal and following the payment instructions on the PayPal website.
  • (c) SUKHANLEE will provide the Member with a receipted invoice for all payments made to SUKHANLEE for Orders by way of email. Further details regarding payment methods are set out on the Website or can otherwise be obtained by contacting SUKHANLEE.
  • (d) No Order will be processed or accepted by SUKHANLEE and no Artwork will be delivered to the Member unless and until the relevant Fees for that Order have been received by SUKHANLEE in cleared funds from the Member.
  • (e) SUKHANLEE’s standard Fees for Artwork are subject to change from time to time by SUKHANLEE and any such change will be notified by amending the relevant Fees displayed on the Website. Any increase in the Fees for Artwork will only apply to an Order placed after the date of the increase, and will not apply retrospectively.

10. Cancellations

  • (a) In respect of any dealings between the Member and SUKHANLEE (including the offer of the Artwork to the Member) and the purchase of the Artwork whether via the Website or otherwise):
    • the Member is not acting as a consumer and
    • that the Consumer Protection (Distance Selling) Regulations 2000 will not apply to any such dealings;
    • any transaction is a business transaction.
  • (b) To the maximum extent permitted by law, the Member is not entitled to cancel the Order for the Artwork after it has been submitted or otherwise cancel the contract between itself and SUKHANLEE for the purchase of the Artwork.

11. Intellectual Property

  • (a) The assignment of the IPR granted in clause 8 above shall apply only to the Artwork set out in the Order and not to any original ideas, concepts or proposals of SUKHANLEE pitched or suggested to the Member, all of which shall be retained by SUKHANLEE.
  • (b) SUKHANLEE warrants that it will use reasonable efforts to ensure that the Artwork does not infringe the copyright of any third party.
  • (c) The Artwork may be one of a series of images or designs created by SUKHANLEE. Each of the images forming part of the series of images of which the Artwork is a part may be created using the same or a similar technique which may also be used by SUKHANLEE in the future and which may have been used by SUKHANLEE in the past. Nothing in these Terms will prevent SUKHANLEE from using such techniques and providing images created by them to any third party.
  • (d) SUKHANLEE gives no warranty or indemnity that the use of the Artwork by the Member will not cause the Member to be subject to any dispute relating to trade mark infringement or passing off, and hereby expressly excludes any liability for the same.

12. Termination

  • (a) Without prejudice to any other rights of SUKHANLEE, SUKHANLEE may terminate the Member’s Login and any Order between the Member and SUKHANLEE at any time for any reason on notice in writing (which may be by e-mail) to the Member in the event of any breach by the Member of the provisions of these Terms;
  • (b) On termination, any outstanding Order of the Artwork will be immediately cancelled. Except as otherwise provided in these terms and conditions, the Fees paid to SUKHANLEE for the relevant Order will be refunded on termination, provided that the Artwork has not been downloaded or otherwise despatched to the Member prior to termination in which case the relevant Fees will not be refunded.

13. Data Protection

A Member agrees to the reasonable processing of personal data (as defined in the Data Protection Act 1998) by SUKHANLEE for the purposes of processing the Member’s Orders and delivering the Artwork to the Member. In processing personal data, SUKHANLEE will comply with all relevant legislation, including but not limited to the Data Protection Act 1998. For further information on how SUKHANLEE deals with personal data please see our Privacy Policy.

14. Limitation of Liability

  • (a) Subject to Clause 14 (b) below, SUKHANLEE’s liabilities for any loss or damage direct or otherwise and howsoever caused whether in tort, contract or otherwise shall not exceed the Fees.
  • (b) Nothing in these Terms shall limit the liability of either party for death or personal injury caused by its negligence.
  • (c) SUKHANLEE shall not be liable to the Member for any consequential loss or damage.
  • (d) The Member acknowledges and accepts that:
    • (i) SUKHANLEE has no control over the Internet, which is a worldwide network of computer systems. Access to the Website, Order processing system and secure online e-commerce payment system on the Website will not be error free or uninterrupted and may be variable; and
    • (ii) information and other material accessible over the internet via the Website including the digital content on the Website may contain viruses, worms, Trojan horses, cancel bots, or other harmful and destructive elements. SUKHANLEE will not be liable for any direct, indirect, incidental or other loss or damages, which result or may result from the Member’s access to or use of the Internet or the Website.
  • (e) The Website is maintained by SUKHANLEE’s web hosting service provider. Every effort is made to ensure the continuity of the Website, but some occasional technical downtime beyond SUKHANLEE’s control and/or the control of SUKHANLEE’s hosting service provider may occur. Such downtime may prevent the Website or its content being available for the duration of the downtime and may result in errors occurring in the posting of Orders via the Website. SUKHANLEE will not be liable for such delays nor errors resulting from any cause beyond SUKHANLEE’s control and/or that of SUKHANLEE’s web hosting provider including hosting server downtime.
  • (f) All warranties, conditions or other terms, express or implied, statutory or otherwise, in relation to the Artwork and the Website are hereby excluded to the maximum extent permitted by law. SUKHANLEE makes no warranty, guarantee or representation that the Artwork will be fit or suitable for any particular purpose, is of a particular quality, or that use of the Artwork will result in any commercial results, sales or other benefit for the Member.

15. General

  • (a) Nothing in these Terms shall be deemed to constitute a partnership or agency relationship between the parties and neither of the parties shall do or suffer to be done anything whereby it may be represented as a partner or agent of the other party.
  • (b) If at any time any part of these Terms is or becomes unenforceable, such part will at SUKHANLEE’s option be construed as far as possible to reflect the parties’ intentions and the remainder of the provisions will remain in full force and effect.
  • (c) No failure or delay by SUKHANLEE in exercising any right hereunder shall operate as a waiver thereof or extend to or affect any other or subsequent event or impair any rights or remedies consequent thereon or in any way modify or diminish the rights of SUKHANLEE under these Terms.
  • (d) No User (including all Members) shall assign the benefit or burden of these Terms without the prior written consent of SUKHANLEE.
  • (e) No person who is not a party to these Terms shall be entitled to enforce any of the terms pursuant to the Contracts (Rights of Third Parties) Act 1999.
  • (f) These Terms shall be construed in accordance with and governed by English Law and the parties agree to accept the exclusive jurisdiction of the Courts of England.

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