terms and conditions
1.1 These terms and conditions apply to your use of the website www.scotcloth.com (the “Site”) and to any purchase you make using the Site. Please read them now. If you are not willing to accept these Terms and Conditions you may not use the Site. Any breach of the Terms and Conditions may, at our sole discretion, result in your rights to access the Site being suspended or removed.
1.2 The Site is made available by SCOTCLOTH LIMITED, a company registered in Scotland and having its registered office at The Rig Office, Gattonside, Melrose, TD6 9NJ, with Company Number SC302425 (“Scotcloth”). Scotcloth shall make the Site available and supply the Services and Textile Download available from the Site on the following terms and conditions.
1.3 The Site makes available textile selection and design tools which enable you to create and select a textile design on the Site (the “Services”). You may then purchase an electronic download of that textile design together with manufacturing instructions for that textile design (the “Textile Download”). By entering the Site and using the Services, you are deemed to have accepted and agree to be bound by these terms and conditions. Sections 8 to 13 (inclusive) of these terms and conditions will apply only if you order a Textile Download.
1.4 You should print a copy of these terms and conditions for future reference.
2 GENERAL DISCLAIMER
2.1 The Site and its contents are for general information only and are provided “as is” and on an “as available” basis. Nothing on the Site is, or shall be deemed to constitute advice or any form of recommendation. Accordingly, to the maximum extent permitted by law, Scotcloth excludes all representations, warranties, conditions and other terms. Specifically, we make no warranties, representations or undertakings about:
- any of the content of the Site (including, without limitation, any as to the quality, accuracy, currency, completeness or fitness for any particular purpose of such content); or
- any content of any other third party website referred to or accessed by hypertext link through the Site.
Scotcloth makes no guarantees that the Site is free from so called computer viruses. It is strongly recommended that you check for such viruses before downloading the Site or any of its contents.
3.1 The Site may contain links to websites operated by third parties (“Third Party Websites”). Scotcloth does not control Third Party Websites, and is not responsible for their content. The inclusion of such links does not imply any endorsement or approval of any products, information, materials or services offered or provided on Third Party Websites, or any association with their operators.
4 SITE LIABILITY
4.1 Scotcloth accepts no liability for any claims, penalties, loss, damage or expenses howsoever arising from: any reliance placed on the content of the Site; the use or inability to use the Site or Services; the downloading of any Textile Download (other than as set out in Section 9 below); or any unauthorised access to or alteration to the Site. This clause shall not exclude liability for death or personal injury caused by Scotcloth’s negligence.
5 SITE INTELLECTUAL PROPERTY
5.1 The content of the Site (including, but not limited to all text and artwork) is protected by copyright. The copyright is owned by Scotcloth or is otherwise licensed from a third party for use by Scotcloth. “Scotcloth” is an un-registered trade mark of which Scotcloth is the owner.
5.2 You may view or download any part of the Site for private purposes, but you are not permitted, without Scotcloth’s permission, to:
- store the Site, or any part of the Site, for any other purpose;
- print copies of the Site, or any part of the Site, for any other purpose other than using a Textile Download in accordance with Section 14;
- reproduce, copy or transmit the Site, or any part of the Site, in any way, for any other purpose or in any other medium.
- All other rights which are not specifically granted are reserved.
5.3 Please note that specific licence terms are set out in Section 14 in relation to your use of the Software on the Site and any Textile Download you purchase using the Site.
6 SERVICE ACCESS
6.1 While Scotcloth endeavours to ensure that the Site is normally available 24 hours a day, Scotcloth shall not be liable if for any reason the Site is unavailable at any time or for any period. Access to the Site may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond Scotcloth’s control.
7 APPLICATION OF TERMS
Unless otherwise agreed in writing these terms and conditions are the only conditions upon which Scotcloth is prepared to offer the Services and provide the Textile Download to you. These terms and conditions shall constitute the whole agreement between Scotcloth and shall govern the contract between Scotcloth and yourself (“Contract”) to the entire exclusion of all other terms or conditions (including your terms and conditions or those implied by trade, custom or practice).
8.1 Any order made by you constitutes an offer to Scotcloth to buy the Textile Download. All orders are subject to acceptance by Scotcloth, and Scotcloth will confirm such acceptance to you by sending you an e-mail confirming Scotcloth’s receipt of the order and the details of the order. (“Order Confirmation”). The Contract will only be formed once you receive the Order Confirmation.
9 DELIVERY OF TEXTILE DOWNLOAD
9.1 Scotcloth will use its reasonable endeavours to make available the Textile Download you have ordered as a download linked to the Order Confirmation sent to you. If due to exceptional circumstances Scotcloth is unable to make available the Textile Download link with the Order Confirmation Scotcloth will email or contact you to let you know.
9.2 The link to the download you have ordered will be delivered to the e-mail address you have supplied to Scotcloth using the order process on the Site. If you do not receive your order download please notify Scotcloth within twenty four (24) hours of the date on which you received the Order Confirmation.
9.3 Scotcloth shall not be liable for any non-delivery of your download (even if caused by Scotcloth’s negligence) unless notice is given to Scotcloth within three (3) days of the date you received the Order Confirmation.
9.4 Any liability Scotcloth has for non-delivery of Textile Download shall be limited to either replacing the Textile Download with another download within a reasonable time or providing a full refund or issuing a credit note at the pro rata Contract rate against any invoice raised for such Textile Download.
10 NO RIGHT OF CANCELLATION
10.1 You acknowledge that the Site comprises a textile design download service which is delivered to you at the time of your Order Confirmation. Accordingly you have no right to cancel your Contract under the Consumer Protection (Distance Selling) Regulations 2000 or otherwise.
11.1 Unless otherwise agreed by Scotcloth in writing, the price for the Textile Download will be the price as displayed on the Site. The price displayed on the Site shall be inclusive of Value Added Tax or any other applicable sales tax.
11.2 You must make all payments due, in advance, under the Contract, without any deduction and you will receive a email from Scotcloth confirming receipt of all sums due as part of your Order Confirmation.
11.3 Prices may change at any time, but changes will not affect orders in respect of which Scotcloth has already sent you an Order Confirmation.
11.4 It is always possible that, despite Scotcloth’s best efforts, some of the Textile Download listed on the Site may be incorrectly priced. Scotcloth is under no obligation to provide Textile Download to you at the incorrect (lower) price, even after Scotcloth has sent an Order Confirmation, if the pricing error is obvious and unmistakable and could have reasonably been recognised by you as mis-pricing.
12.1 All payments are subject to the following conditions:
12.1.1 Scotcloth can not accept liability if payment is refused or declined by the credit/debit card provider for any reason; and
12.1.2 if the card provider declines payment, Scotcloth is under no obligation to bring this fact to your attention. You should check with your bank/credit/debit card supplier that payment has been deducted from your account.
13.1 A refund will only be provided in the event of non-delivery of the Textile Download you have ordered. Refunds will be made as soon as possible following Scotcloth’s receipt of notification of non-delivery and in any case will be authorised within thirty (30) days of the day of such notice.
13.2 Refunds, if applicable, will only be made to the debit/credit card used for the original transaction.
14.1 The Services comprise the availability of certain software on the Site (the “Software”) which enables you to create and select a textile design. You may then purchase an electronic download of Textile Download, which comprises that design and its manufacturing instructions.
14.2 Scotcloth grants to you a non-exclusive, non-transferable worldwide licence to use the Software for the sole purpose of selecting and creating textile designs as enabled by the Site.
14.3 By sending you the Order Confirmation, Scotcloth grants to you a perpetual, non-exclusive, non-transferable worldwide licence to use the Textile Download for the Permitted Purposes defined in Section 14.4 below (the “Permitted Purposes”) and for no other purpose.
14.4 The Permitted Purposes are:-
14.4.1 Textile and clothing image sourcing and manipulation for manufacturing purposes and promotional projects, including clothing, accessories, printed materials, presentations, commercials, catalogues, and brochures;
14.4.2 On–line or electronic publications, including web pages to a maximum of 800 x 600 pixels;
14.4.3 Other reproductions for personal use or promotional purposes specified in 14.4.1 above, and
14.4.4 any other uses approved in writing by Scotcloth. If there is any doubt that a proposed use is within the Permitted Purposes, you should contact Scotcloth for guidance.
For the avoidance of doubt the Software and the Textile Download may not be used in any circumstances for resale, license to any third party (other than for the purposes of textile manufacture for you) or other distribution.
15 SCOTCLOTH INTELLECTUAL PROPERTY
15.1 You acknowledge that all intellectual property rights in the Software and the Textile Download throughout the world belong to Scotcloth or Scotcloth’s licensor, that rights in the Software and Textile Download are licensed (not sold) to you, and that you have no rights in, or to, the Software or Textile Download other than the right to use it in accordance with these terms and conditions.
15.2 You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.
15.3 Except as expressly set out in these terms and conditions or as permitted by any local law, you undertake (i) not to make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs; and (ii) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things.
16 DATA PROTECTION
17.1 Scotcloth shall, in no circumstances, be liable to you in contract, delict (including negligence) warranty or otherwise, in respect of any of the following losses or damage (whether such losses or damages were foreseen, foreseeable, known or otherwise):
17.1.1 indirect or consequential loss or damage;
17.1.2 loss of business profits, salary, business revenue, goodwill, or anticipated savings; or
17.1.3 loss which could have been avoided by you through reasonable conduct.
17.2 Scotcloth does not represent or warrant that the Textile Download will meet your requirements of making details, colour (recommendations have been made by Scotcloth in the “About us” page regarding the variation of colour representation on each individual computer screen and the use of Pantone® colour systems), dimension, composition or finishing detail, or that its use will be uninterrupted, exclusive or error free.
17.3 In any event, the total maximum aggregate liability of Scotcloth under these terms and conditions, any Services, any license provided hereunder, or the use or exploitation of any or all of the Software or Textile Download in any manner whatsoever shall be limited to the fees actually paid by you to Scotcloth in respect of the use of the relevant Textile Download.
17.4 Nothing in these terms and conditions excludes or limits the liability of Scotcloth for death or personal injury caused by Scotcloth’s negligence, or excludes Scotcloth’s liability for fraudulent misrepresentation.
18.1 You agree to indemnify, defend and hold Scotcloth, its affiliates, its Textile Download providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “Scotcloth Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Scotcloth Party as a result of or in connection with any breach by you or anyone acting on your behalf of any of these terms and conditions.
All warranties, conditions and other terms whether express or implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
20.1 Scotcloth may terminate the Contract with immediate written notice if you are in breach of these terms and conditions.
20.2 Notwithstanding termination of the Contract for any reason you will continue to be liable for that proportion of the price attributable to Textile Download provided up until the date of termination.
Scotcloth has the right to revise and amend these terms from time to time without notice.
22 WRITTEN COMMUNICATIONS
Applicable laws require that some of the information or communications Scotcloth send to you should be in writing. When using the Site, you accept that communication with Scotcloth will be mainly electronic. Scotcloth will contact you by e-mail or provide you with information by posting notices on the Site. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that Scotcloth provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
All notices given by you to Scotcloth must be given to Scotcloth at The Rig Office, Gattonside, Melrose, TD6 9NJ. Scotcloth may give notice to you at either the e-mail or postal address you provide to Scotcloth when placing an order. Notice will be deemed received and properly served immediately when posted on the Site, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
Scotcloth may at any time assign the Contract or any of Scotcloth’s rights or obligations under it.
The failure of either party to exercise or enforce any right conferred on that party by the Contract shall not be deemed to be a waiver of any such right or operate to bar the exercise or enforcement thereof at any time or times thereafter.
If and in so far as any part or provision of these conditions is or becomes void or unenforceable it shall be deemed not to be or never to have been or formed a part of the Contract and the remaining provisions of the Contract shall continue in full force and effect.
27 FORCE MAJEURE
Scotcloth reserves the right to defer the date of delivery or to cancel the Contract for all circumstances beyond its reasonable control, including but not limited to any strike, lockout, disorder, fire, explosion, accident or stoppage of or affecting Scotcloth’s business or work and which prevents or hinders the delivery of the Services or Textile Download or the performance of the Services or Textile Download.
28 GOVERNING LAW
The Contract will be governed by and construed in accordance with Scots Law. The Scottish Courts will have exclusive jurisdiction to deal with any dispute which may arise out of or in connection with the Contract.
By using this website (the “Site”) you consent to the collection, storage, use and transfer of your information under the terms of this policy.
Information That We Collect From You
We collect information about you:
- when you register with us, request services or otherwise provide us with your personal details (such as your name, contact details, e-mail address etc); and
- from your usage of the Site and any other information you post on the Site, e-mail or otherwise send to us.
Use Of Your Information
We use your information:
- to enable us to supply you with the services and information which you have requested;
- to analyse the information we collect so that we can administer, support and improve and develop our business and the services we offer;
- to contact you in order to send you details of our goods and services which may be of interest to you;
- to provide you with access to certain parts of our Site;
for all other purposes consistent with the proper performance of our operations and business; and
- to contact you for your views on our products and services.
Where you have consented in providing us with your details we may also allow carefully selected third parties to contact you occasionally about products and services which may be of interest to you. They may contact you by post, telephone or fax, SMS, as well as by e-mail. If you change your mind about being contacted by these selected third parties in the future by any of these means please let us know.
We may contact you by post, telephone or fax, SMS, as well as by e-mail. If you change your mind about being contacted in the future by any of these means then please let us know.
Disclosure Of Your Information
The information you provide to us will be treated as confidential. However, we may disclose your information to other third parties who act for us for the purposes set out in the policy or for purposes approved by you.
In addition, if our business enters into a joint venture with or is sold to or merged with another business entity, your information may be disclosed to our new business partners or owners.
Unless required to do so by law, we will not otherwise share, sell or distribute any of the information you provide to us without your consent.
A “cookie” is a piece of software that attaches to the hard drive of your computer and remembers information about the configuration of your computer.
We use this information to track your movements through our Site, to find out how it is being used and to assess its usefulness. Personal information about you is not collected during the tracking process.
We may use persistent cookies if you have registered with us on-line. These cookies allow us to make the logging-in process easier and more secure. They will also be used to recognise you when you return to the Site. We may also use session cookies that will hold your data on our Site until such time as you logout.
You can disable the cookies that we attach if your browser supports this. For further information on how to do this, please refer to www.allaboutcookies.org. However, you should bear in mind that if you exercise this option, you may be unable to use some of our on-line services.
Third Party Websites
We employ security measures to protect your information from access by unauthorised persons and against unlawful processing, accidental loss, destruction or damage.
Please help us keep our records updated by informing us of any changes to your e-mail address and other contact details.
We may amend this policy from time to time. If we make any substantial changes we will notify you by posting a prominent notice on our Site.
You have the right to ask for a copy of the information held by us in our records in return for which we may charge a small fee. You also have the right to require us to correct any inaccuracies in your information.
If you have any queries concerning your personal information or any questions on our use of the information then please contact Scotcloth Limited, The Rig Office, Gattonside, Melrose, TD6 9NJ.