Terms and Conditions
These terms and conditions of purchase (“Terms”) apply to the sale of the works of art (“Artworks”) listed on our website studioupstairs.org.uk (the “Site”) to you. In these Terms, references to “we”, “us” and “our” are references to Studio Upstairs and references “you” and “your” are references to you, the person using the Site.
Before you proceed to payment for an order you have placed on our Site you will be required to tick a box indicating that you agree to be bound by these Terms in relation to that order. Therefore, you should read these Terms carefully and make sure that you understand and agree to them before submitting an order for any Artworks from our Site.
We may amend these Terms from time to time as set out in clause 12 and the then current version of these Terms will apply whenever you submit an order. Every time you wish to order Artworks, please check these Terms to ensure you understand the terms which will apply at that time.
1.1 The Artworks shown on the Site have been made available for purchase via the Site by the artists of those Artworks or someone acting with their authority. When you purchase an Artwork via the Site you do not purchase or acquire any right or interest in the copyright or any other intellectual property right in or to that Artwork. Without limiting the foregoing, you may not copy the Artwork or produce any image or other reproduction of the Artwork or publish or communicate to the public any such copy, reproduction or image of the Artwork.
1.2 The images of the Artworks displayed on our Site are made available for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflects the actual colours of the Artworks. Your Artworks may vary slightly from those images.
1.3 Where an Artwork is one of a limited number of prints or an original piece, this will be indicated in the product description on the Site and the Artworks will be sold to you in accordance with that description.
1.4 All Artworks shown on our Site are subject to availability. We will inform you by e-mail as soon as possible if the Artwork you have ordered is not available and we will not process your order if made.
1.5 If you are in breach of clause 1.1 you agree that damages may not be an adequate remedy for us or for the owner of the copyright and other intellectual property rights in the Artwork. As such, you agree that without limiting any other remedy we shall be entitled to obtain an injunction against you and any third party (such as any website hosting company hosting any site through which such breach is being carried on) to prevent or stop any such breach.
2. How a contract is formed between you and us
2.1 Our order process allows you to check and amend any errors before submitting your order to us via the Site. Please take the time to read and check your order at each page of the order process.
2.2 After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted or that a contract to supply the Artwork that you have ordered has been formed.
2.3 A contract for the sale and supply of the Artwork that you have ordered (a “Purchase Contract”) will only be formed when we confirm our acceptance of that order. We will confirm our acceptance of your order by sending you an e-mail that confirms that the Artworks have been dispatched (“Dispatch Confirmation”).
2.4 If we are unable to supply you with the Artwork that you have ordered, for example because that Artwork is not in stock or is no longer available or because of an error in the price for such Artwork on our Site, we will inform you of this by e-mail and we will not process your order (unless you have opted to purchase the Artwork at the correct price as envisaged in clause 3.5 below) nor will we provide you with substitute or alternative artworks. If you have already paid for the Artworks, we will refund you the full amount as soon as possible.
3. Price of Artworks and delivery charges
3.1 The applicable sale price for each Artwork will be quoted on our Site from time to time (the “Sale Price”). We take all reasonable care to ensure that the Sale Prices stated on the Site are correct at the time when the relevant information was entered onto the Site. However if we discover an error in the Sale Price of the Artworks before we accept any order for such Artwork, we reserve the right not to accept any such order and in that case clause 3.5 will apply.
3.2 Sale Prices for our Artworks may change from time to time, but changes will not affect any order which we have accepted with a Dispatch Confirmation.
3.3 The Sale Price as stated on the Site includes VAT (where applicable) at the applicable rate chargeable in the UK at that time. However, if the rate of VAT changes between the date of your order and the on which payment is made for such Artwork, we will adjust the VAT you pay accordingly.
3.4 The Sale Price of an Artwork Product includes UK delivery charges.
3.5 Our Site contains a large number of Artworks. It is always possible that, despite our reasonable efforts, our Site may display incurred Sale Prices for some Artworks. If prior to accepting your order, we discover an error with the Sale Price stated on our Site:
(a) where the correct Sale Price is less than the price stated on our Site, we will charge the lower amount when dispatching the Artworks to you; and
(b) if the correct Sale Price is higher than the price stated on our Site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Product at the correct Purchase Price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing.
4. Charitable Donations
4.1 Studio Upstairs aims to create a platform for artists at all stages of their career by providing an online resource for artworks. The funds from the donated percentage of the final sale price will go towards supporting the core work of the charity and the cost of sales.
5. Delivery and title and risk
5.1 Once an order has been accepted by us and a Purchase Contract formed, we will endeavour to deliver your Artwork to the delivery address specified in your order by the estimated delivery date set out in the Dispatch Confirmation, unless there is an Event Outside Our Control. If we are unable to meet the estimated delivery date because of an Event Outside Our Control, we will contact you with a revised estimated delivery date. Time for delivery of the Artworks is not of the essence.
5.2 Subject to clause 6, delivery will be completed when we deliver the Artworks to the address you gave us and, provided that you have paid for the Artwork in full and subject to cancellation in accordance with clause 7, title to the Artwork and the risk of damage to or loss of the Artwork will pass to you at that point.
5.3 On receipt of delivery of your Artwork, you must inspect the Artwork to ensure that it is not damaged or otherwise not in accordance with the description of such Artwork on our Site at the time you submitted your order. Any such damage or non-conformity must be notified to us in writing as soon as possible and in any event within 3 working days. If we do not receive any such notice within 3 days we shall be entitled to assume that the Artwork is not damaged and accords with the description on our Site.
6. International delivery
6.1 If you would like to order Artworks for delivery to an address outside the UK, please contact us via the contact form on the site and we will do our best to help you arrange for international delivery. If we are able to arrange for international delivery, delivery of the Artwork will be complete, and the the risk of loss of or damage to the Artwork will pass to you, on collection of the Artwork from our premises by the delivery company or courier and you will be responsible for any delivery costs and any other charges or taxes that are incurred as a result of such international delivery.
7. Your cancellation and refund rights if you are a consumer
This clause only applies if you are purchasing the Artworks as a consumer.
7.1 If you are a consumer, you have a legal right to cancel a Purchase Contract during the period described below in clause 7.3 (the “Cancellation Period”). This means that during the relevant Cancellation Period if you change your mind or for any other reason you decide you do not want to keep an Artwork, you can notify us of your decision to cancel your purchase and receive a refund. Advice about your legal right to cancel the Purchase Contract is available from your local Citizens’ Advice Bureau or Trading Standards office, but an explanation of your legal right to cancel and how to exercise it will also be provided in the Dispatch Confirmation.
7.2 The Cancellation Period starts from the date of the Dispatch Confirmation, which is when a contract between us is formed, and ends on the date that is 7 (seven) working days starting from the day after the day you receive the Artworks. Working days means that Saturdays, Sundays or public holidays are not included in this period.
7.3 To cancel a Purchase Contract, you must contact us in writing by using the contact form on the site or by sending a letter to 3 Bradbury Street, Dalston, London N16 8JN. You may wish to keep a copy of your cancellation notification for your own records.
7.4 You will receive a full refund of the price you paid for the Artworks. We are unable to refund any applicable delivery charges you paid for. We will process the refund due to you as soon as possible and, in any case, within 30 calendar days of the day on which you gave us notice of cancellation in accordance with these Terms.
7.5 If you cancel a Purchase Contract for the purchase of an Artwork in accordance with this clause 7:
(a) you must return the Artworks to us within 14 days of receipt.
(b) you have a legal obligation to keep the Artworks in your possession and to take reasonable care of the Artworks while they are in your possession.
(c) you will be liable for any loss in value of Artworks not returned in their original condition
d) unless the Artworks are damaged or not as described on the Site (as envisaged in clause 6.3), you will be responsible for the cost of returning the Artworks to us;
7.6 As a consumer, you will always have legal rights in relation to Artworks that are faulty or not as described. These legal rights are not affected by the returns policy in these Terms. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.
8. How we use your personal information
9.1 Nothing in these Terms shall be construed as an attempt to exclude or limit our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
(d) if you are a consumer, any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and
(e) if you are a consumer, defective Artworks under the Consumer Protection Act 1987.
9.2 Subject to clause 9.1, to the fullest extent permitted by applicable law we hereby exclude and will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms or a Purchase Contract for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
9.3 Subject to clause 9.1 and without prejudice to clause 9.2, our total liability to you in respect of all other losses arising under or in connection with the Purchase Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Purchase Price of the Artwork paid by you to us in accordance with these Terms.
9.4 Except as expressly stated in these Terms and to the fullest extent permitted by applicable law, we do not give any representations, guarantees, conditions, warranties or undertakings in relation to the Artworks. Any representation, guarantee, undertaking, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is hereby excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Artworks are suitable for your purposes and do not give any warranty, representation or undertaking to that effect.
10. Events outside our control
10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Purchase Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 11.2.
10.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
10.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under a Purchase Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Artworks to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
11. Our right to vary these terms
11.1 We may revise these Terms from time to time, but any such revised Terms will only apply to orders accepted after the date of such revision. Every time you order Artworks from us and such order is accepted, the Terms in force at the time you submit that order will apply to the contract between you and us for the purchase of the Artworks specified in such order.
12. Communications between us
12.1 When we refer, in these Terms, to “in writing”, this will include e-mail.
12.2 If you wish to contact us in writing, or if any clause in these Terms requires you to give us notice in writing, you can send this to us by e-mail, by post or on the contact form on our site. We will confirm receipt of this by contacting you in writing, normally by email. If you are a consumer and exercising your right to cancel under clause 8, please see that clause 8 for how to tell us this.
12.3 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.
12.4 If you are a business, please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 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.
13. Other important terms
13.1 We may transfer our rights and obligations under any Purchase Contract to another organisation, but this will not affect your rights or our obligations under these Terms.
13.2 You may only transfer your rights or your obligations under a Purchase Contract to another person if we agree in writing.
13.3 Each Purchase Contract is between you and us. No other person shall have any rights to enforce any of its terms.
13.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
13.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
13.6 These Terms are governed by English law. This means a contract for the purchase of Artworks through our Site and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction in relation to any disputes in relation to these Terms or to the purchase of an Artwork (whether or not such dispute is contractual in nature) save that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland you may also bring proceedings in Scotland.