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Terms & Conditions for Designers

These terms and conditions (‘Designer Terms’) apply to all designers who wish to sell through the Students of Design Limited (‘SODS’) platform, including the website at http://sods.co.uk and any related mobile applications (together making up the ‘Platform’). You are what will make SODS successful, and we’d like to return the favour for your business.

Introduction
We're sure you already know what we're about, but just to recap: Students of Design Limited, or SODS, is a marketplace website and marketing platform, designed to generate opportunities for emerging talent, designers and artists (let’s just call you guys ‘Designers’). We offer the chance to meet with buyers, learn from wholesale professionals, and work in an environment which enables you to start your own design-related business, or take your current business to the next level.

SODS will give you a tool to both sell and exhibit your works, in an environment which creates value, with no set-up costs, and which aims to set you up for positive growth and the creation of a revenue stream. SODS allows those who comply with our policies and relevant terms, to offer, sell and buy a selection of designer goods.

If you are a designer, 18 years or older, and you’d like to use SODS to sell or exhibit your products, art and designs (let’s call them your ‘Works’) then these Designer Terms will apply especially to you, along with our other terms and conditions, which you'll see as links below. We'll try to make this as painless as possible. If you have any doubts working your way through these terms, or we haven’t explained them very well, please get in touch. Most of the points covered go without saying, but please read them anyway.

1. Designer's use of SODS
1.1 At all times when using SODS you must:
1.1.1 provide honest and accurate information on your SODS account pages.
1.1.2 accurately represent your Works in Listings.
1.1.3 honour any additional terms we choose to impose.
1.1.4 respect the Intellectual Property Rights of others, including copyright and neighbouring and related rights, trade
marks, goodwill, rights in designs and all other intellectual property rights, in each case whether registered or
unregistered, and whether existing now, or in the future in any part of the world.
1.1.5 not engage in any practice which seeks to avoid paying fees, including posting anything on SODS which encourages Customers to purchase items you have displayed on SODS from another online vendor, or initiating a transaction on SODS, but completing it elsewhere.
1.1.6 not engage in any unlawful, unfair, underhanded, misleading (including fraudulent) or immoral practices, including: creating duplicate profiles; posting fake reviews of your or any other Designer’s Works; engaging in any extortionate practices, including threats, intimidation, or bribery; intentionally interfering with the profiles or Listings of other SODS users, in a way that negatively affects their experience of using SODS; harassing any user of SODS.

SODS reserves the right to suspend or terminate your access to their services, if you do not comply with the above.

2. Listings
2.1 Any listing in respect of your Works which you publish on SODS (each a ‘Listing’) should include accurate and relevant information, for example: descriptions or graphics (including illustrations or photographs), and should be sufficiently clear to make it easy for the Customer to identify what they are buying. Please follow our Image Guidelines.
2.2 Any photographs you use to display your Works should be your own photographs and not stock photos, artistic renderings or photos you have taken from other sellers or websites. Your use of photographs on SODS shall be subject to the intellectual property terms set out in our general website terms of use.
2.3 Payment for the listing space. A different coloured or priced item, needs to have its own listing space. We charge £1 for each Listing, which is renewable as set out in the Fees and Payment Policy of these terms. We will not charge you for any renewed Listing if the item listed has sold. We do not levy multiple charges for the same items or different sizes of the item, if they are specified in the variants.
2.4 Each Listing must be in stock, and available for dispatch, unless the items are bespoke. If you are on holiday, or unable to process the order, item visibility must be changed to hidden in your listing/product information page. We aim to deliver the goods to a local customer in 7 - 10 days from receipt of order.

3. What you can sell through SODS
3.1 You can sell your Works through SODS. Works can include, by way of examples, clothing, toys, books, artworks, photography, furniture, stationery, homeware or decorative products.
3.2 Works must be original and your own. We do not sell vintage wear, unless it is changed into something new and unique.

4. What you cannot sell through SODS
4.1 You cannot not sell the following through SODS:
4.1.1 services (besides those which are ancillary to your supply of goods in accordance with these terms).
4.1.2 goods that violate the ownership rights, Intellectual Property Rights, privacy rights or other rights (of whatever nature) of us or of any third party.
4.1.3 any item, the supply of which is illegal or regulated by law including (but not limited to) alcohol, tobacco, drugs or drug paraphernalia.
4.1.4 any items which are, or may reasonably be considered to be, unlawful, indecent, defamatory, offensive or immoral.
4.1.5 any items which may incite or glorify, or may reasonably be considered to incite or glorify, any activity which is unlawful, indecent, defamatory, offensive or immoral.
4.1.6 any items for which a licence or external consent is required for sale. Such prohibited items include, amongst other things, pharmaceutical products, plants, food and livestock.
4.1.7 any item or design which is not your own. You cannot use SODS to resell the Works of others.
4.1.8 any other items which we, in our sole and absolute discretion, consider to be inconsistent with our values, or which are not in the spirit of our ethos.

5. Intellectual Property Rights to your content
5.1 Any content you upload to SODS will be considered non-confidential. You retain all ownership rights to your content, but by uploading it you are giving us a never-ending, worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display and perform the user content for the purposes of administering SODS, facilitating the provision of services through SODS and marketing SODS across different media. This includes making your content available to others during these activities. If you are not clear about the extent
of the licence given above, please contact us and we will explain it for you.
5.2 We are the owner or the licensee of all Intellectual Property Rights on the website. All these rights are legally protected, and any unauthorised use of anything contained in, or resulting from, the website, or any services we provide through it, may violate these rights. All such rights are reserved.

6. Customer Service
As well as great designs, we expect great customer service from our designers. We're working with great partner companies in promoting and distributing your Works, and in making excellent customer care easy and enjoyable for you.
Your obligations
6.1 Your obligations apply to all contracts between you and anyone who wants to buy your Works through SODS (let’s just call them the ‘Customer’).
6.2 Each Customer will be invited to give a review of your customer service, product quality and the delivery of any orders made via SODS. High standards of customer service are vitally important to the overall success of SODS, and the opportunities it offers to Designers.
6.3 If your customer service does not meet the required standards, as set out in these terms, or if you have a high number of negative reviews from Customers, we reserve the right to take necessary action, which may include suspension or termination of your account. We're here to help though, and definitely on your side, so if you need help and advice on how to better your ratings, or have difficulty in a certain area of the sales process, please get in touch.

7. Your own additional terms
7.1 These Designer Terms, together with our Customer terms of sale, which you will find on our website, apply to the sale and purchase of Works through SODS. We have made these 'Customer terms of sale' or ‘Seller Terms’ very broad in order to cover all the general terms of the industry. At present all designers need to apply their additional terms to ours. As SODS provides a customer care roll, you can imagine that it wouldn’t be easy following more than 5 000 designers’ individual terms. This is why we include everyone under one set of Seller Terms at check out.
7.2 If you need to impose conditions of longer delivery time, or state that the item is bespoke, this can be done by notifying the customer through the Resolution Centre. Another option is to add information, such as the item is bespoke, to the product information section. Such information must be clearly set out in the relevant Listing, and incorporated in the order process as set out in clause 10 below.

8. Fees and commission – now for the good news.
8.1 The fees and commission we charge you for selling through SODS (‘Fees’) are set out below, and in our general Fees and Payment policy. We will charge:
8.1.1  £0.20 for each Listing. This price may vary from time to time in keeping with our terms. Each Listing will automatically expire after three months, and will need to be renewed by you at a cost of £0.20. As mentioned, we will not charge you for any renewed Listing, if the item listed has sold. We do not levy multiple charges for more than one of the same item, or for different sizes of the item, if they are specified in the product description. It is the listing space which you are paying for. A different coloured or priced item therefore, needs to have its own listing space.
8.1.2 15% commission will be charged on items sold to customers via SODS. 10% will be charged for wholesale orders
to industry buyers.
8.1.3  3% will be charged to if the customer chooses to pay with PayPal, and between 1,2 - 2,8% with SAGE pay, depending on which card the customer uses. Please make sure to work this into your price.
8.1.4 We charge you a fixed fee of £6.50 for local deliver and international deliveries. The remaining delivery fee will be charged to the customer and calculated at check-
out, depending on their location. This fee will be charged whether you choose to drop the item off at our convenient collecting points, or prefer our courier to collect it from you.
8.1.5 VAT will be charge on the total owed to SODS only if you are VAT regsitered. 
That's it. Good, right!?

8.2 We reserve the right to amend our Fees from time to time, in line with what is happening in our business. Every time you process an Order (‘Order’) through SODS, the Designer Terms and Fees in force at the time apply to the contract between you and SODS. It is your responsibility to check what the Designer Terms and Fees are at the time.
Changes to the Fees will not affect Orders already received from Customers.
8.3 We’re entitled to take our Fees from any money held by us. If your Fees are due for payment and we’re not holding money of yours, we will need you to make payment directly to us. Fees are due within fourteen (14) days of the event which triggered the fee.
8.4 If an amount is not paid in full by the due date, we reserve the right to charge you interest at 4% above the Bank of England base rate, a year. Interest applies from the due date of payment until payment in full, whether before or after judgment.
8.5 Any additional fees received from third parties, in relation to third party payment processors, will be negotiated on a case by case basis.

9. Processing Customer orders
9.1 The steps required to create a legally-binding contract between the Customer and you, for the sale and purchase of Works through SODS (‘Contract’) are as follows:
9.1.1 Customer places an Order through SODS, by selecting the ‘purchase’ option on a Listing, and following the instructions, including acceptance of the terms and price for the Works. Orders are confirmed when the Customer clicks the 'order with obligation to pay’ button at the end of the online checkout process.
9.1.2 When the Customer has confirmed their Order, SODS will notify both you and the Customer that the Order has
been passed on to you (the ‘Order Confirmation’).
9.1.3 You must be able to process and dispatch the Works in accordance with the timing set out on the Listing page. The Contract will come into effect, when the Order Confirmation is produced. The Order Confirmation will contain full details of the Customer’s Order and show information regarding delivery details and costs, as were set out in the Listing.
9.1.4 You must then process and dispatch the Works to the Customer, within the time scale set out on the Listing and Order Confirmation. You must set up delivery with our courier service, through SODS, who will arrange for 3-way notifications to be sent to you, the Customer and to us, once the item has been delivered. This is for your own security, and to make sure we can release your funds 15 days after the customer receives the product, unless of course he wants to return it.
9.1.5 The Customer can cancel the Order 14 days after the product was delivered, unless it is Made to Order or a Bespoke item. European Law allows all purchases to be exchanged within 14 days for no reason at all. It is out of our hands.
9.1.6 Once the Customer has received the Works set out in the Order, and has not, either cancelled their Contract in accordance with clause 14.1.2 below, or raised any issues with these Works within fourteen (14) days of delivery (the ‘Holding Period’), we shall release the purchase monies to you, less any deduction of our Fees. The 14 days used to calculate the Holding Period will be set automatically when UPS sends notification of delivery. We will action payment on day 15.
9.2 For Customers who are Wholesale Buyers, the steps for creating a Contract are as follows:
9.2.1 Customer places an Order through SODS by selecting the ‘purchase’ option on the relevant Listing and following the instructions, including acceptance of the relevant terms, and paying the stated price for the Works. Orders are confirmed when the ‘order with obligation to pay’ button, at the end of the online checkout process, is clicked.
9.2.2 Once the order has been confirmed, SODS will notify both you and Customer to confirm passing of the Order to you. This confirmation does not mean that you have accepted the Order yet. 
9.2.3 Once you have received the Order, you must review it and respond within five (5) days of the date it was sent to you, confirming acceptance or otherwise. If you don’t accept an Order, you must state the reason, and any payment made by the Customer will be refunded in full.
9.2.4 Once you’ve confirmed your acceptance of the Order, to the Customer, in writing via SODS, the Contract (Order Confirmation) will come into effect. The Order Confirmation will contain full details of the Customer’s Order, including delivery details and costs.
9.2.5 Once you’ve processed the Order Confirmation, the Works must be dispatched to the Customer accordingly.
9.2.6 Delivery must be set up with UPS, which will arrange for a 3-way notification to be sent to you, the Customer and SODS. To make sure all funds are covered, a final invoice of the confirmed delivery charge, with VAT if applicable, must be send to the Customer before shipment can be made. Any amounts outstanding will be your responsibility, so please make sure the invoice is generated, and payment confirmed by us, before you send the shipment.
9.2.7 The Holding Period for Wholesale Buyers is 28 days. We will make payment, if no issue has been raised, on day 29.
9.3 Before a Customer can confirm an Order under 9.1.1 above, they need to tick a box confirming their acceptance of our Terms and Conditions, including the Customer Terms of Sale on our website. The Customer will not be able to place their order, without first accepting the terms.

10. Prices of Works for Customers and Wholesale Buyers
10.1 Listings must clearly state the price of the Work being advertised, including any applicable taxes or charges. It is your responsibility to ensure that prices, taxes and charges shown in Listings are accurate. We accept no responsibility for inaccuracies there. We recommend you add all the Fees we charge, into your sales price.
10.2 Prices for wholesale listings must be excluding VAT when you add the information on the product page for wholesale, it will be added in the final invoice to the Buyer, if applicable. You are responsible for your own VAT/Tax returns.

11. Payment
11.1 Customers will pay the price of the Works to us, and we shall hold these monies until the end of the Holding Period, after which it will be paid to you.
11.2 We will maintain suitable client deposit accounts, which may include bank accounts and/or accounts on payment platforms such as PayPal (such accounts as we may use from time to time, being collectively referred to as our Client Account’), in which all monies (other than the interest accruing on such monies) paid to us in relation to Customers’ Orders, will be held on trust.
11.3 We will put suitable arrangements in place, to ensure that all such monies paid to us are:
11.3.1 paid into the Client Account and held on trust for you during the Holding Period
11.3.2 subject to the other terms of clause 11, and the terms of clause 13 below (Guarantee), paid out (by BACS or other secure online payment facility) from the Client Account, to your bank account, as soon as reasonably practical, at the end of the Holding Period.
11.4 We shall be entitled to take our fee out of any monies held by us in the Client Account.
11.5 Subject to applicable laws, we are hereby authorised to deduct any applicable taxes, bank processing charges, card processing charges and/or other payment processing charges, however arising, from any monies paid into, or held in the Client Account, under these Designer Terms.
11.6 We shall ensure that all payments made into the Client Account (whether by credit card, debit card, bank transfer or other payment method) are made in a secure manner, and in this regard we shall adhere at all times to appropriate testing and verification standards and requirements, in accordance with good wholesale practice.
11.7 Where we pay monies out, such payments will be made to your bank account, as per the details you have provided to us. It is your responsibility to ensure that accurate bank account details are provided, and you warrant and represent to us that you have the authority of the account holder, to receive payments from us into that bank account.
11.8 We aim to process any payments made by us as promptly as possible. However, electronic payments and bank transfers are subject to normal banking procedures, and in some cases payments can take a number of days to clear. Delays in clearing electronic payments or bank transfers are outside of our control, and we accept no responsibility for
such delays.

12 Delivery and shipping
12.1 You must set the delivery date for the Works which appear in your Listing (this will be reflected in the Order Confirmation), and you must make all reasonable effort to deliver by that date.
12.2 If at any time before the delivery date, something happens which is outside of your control, and which affects that date, you must provide the Customer with a revised delivery date as soon as possible. All communication with the Customer must be via the Resolution Centre, where a record will be kept of this process.
12.3 If you cannot deliver the Works by the delivery date – and unless there is an agreement with the Customer in writing, via the Resolution Centre:
12.3.1 you must notify the Customer that you cannot deliver the Works;
12.3.2 you must cancel their Order, and we will issue the Customer with a full refund; and
12.3.3 you will be responsible for any costs incurred in processing the Customer’s refund
12.4 Delivery of the Works is considered to have taken place when they arrive at the address provided by the Customer, and UPS have sent notification of delivery. You are responsible for the Works until delivery has taken place. Once delivery has taken place, the Customer is responsible for the Works.
12.5 You are required to use our courier service, which is easily booked through your account page. The terms of these delivery services and the fees we charge you to use them, are set out in the Fees and Payment Policy and in clause 8.
12.6 You are responsible for the Works until the Customer has received them.

13 Guarantee
13.1 You have a legal duty to supply the Works in conformity with the Contract. You will not have conformed with this duty if, upon delivery of your Works to the Customer, and for the duration of the Holding Period (i.e. 14 days for Customers and 28 days for Wholesale Customers), the Works are not of satisfactory quality, or do not conform with their description in the relevant Listing.
13.2 If the Customer notifies you or us within the Holding Period, that the Works are not of satisfactory quality, or do not conform with their description in the relevant Listing, we will continue to hold any monies paid in relation to these Works, in the Client Account until:
13.2.1 you and the Customer notify us (via the Resolution Centre) that the issue has been resolved to your mutual satisfaction, and we are satisfied that this is so, at which point we will release the monies to you;
13.2.2 or the Customer notifies us that the issue remains unresolved, and is not likely to be resolved within a reasonable timeframe, and we are satisfied that this is so, in which case we may refund the monies to the Customer.

14. Withdrawal and cancellation
14.1 Customer’s right to cancel:
14.1.1 Customers, other than Wholesale Buyers, can cancel a Contract by informing you of their decision to do so, no later than fourteen (14) days after they have received the Works, as confirmed by the Notification of Delivery. They may do this for any reason, including that they have simply changed their mind. They do not have to give a reason for cancelling, and will incur no liability to you for doing so, except that they must, at your request, return the Works to you in an undamaged condition and at their own expense. We will then, without delay, refund them, less any premium
delivery charge, which you can keep.
14.1.2 The above right to cancel does not apply to items which are: made to the Customer's specifications; bespoke; custom made; made to order; clearly personalised; items liable to deteriorate or expire rapidly.
14.2.1 Customers who are Wholesale Buyers can cancel a Contract if 10% of the order received does not comply with their needs. They can do so by informing you of their decision to cancel not later than twenty eight (28) days after they have received the Works, as confirmed by Notification of Delivery. They must, at your request, return the Works to you in an undamaged condition and at their own expense. We will then, without delay, refund them, less any premium delivery charge, which you can keep.
14.2.2 Wholesale Buyers can cancel a contract before it has been delivered, providing they cover all costs incurred to you at the time of cancellation. These costs will be deducted from the money held in escrow, once we receive the amount owed from you. The rest will be refunded to the buyer and paid to the designer.
14.3 Customer’s rights to cancel for faulty Works:
14.3.1 If a Work is faulty by reason of manufacturing defect, then the Customer can contact the Resolution Centre via SODS (Fault Notification’) and you will make all reasonable effort to reach a settlement with the Customer.
14.3.2 SODS retains the right to intervene in the event of a Fault Notification in which it believes a refund is due. SODS can at its discretion refund a Customer for the price of the Works. If we make a refund under this clause, we will deduct such amount from future sums due to you, or invoice you for the amount of the refund. Such invoice will be payable within 30 days after the date of the invoice.
14.4 Your right to cancel
14.4.1 You may withdraw a Listing before an Order is placed, by removing the Listing from SODS. You may do this for any reason, and you will incur no liability for doing so, but as best practice you should state your reasons for withdrawing the Listing where it is appropriate to do so.
14.4.2 You may only cancel a Contract after it has been made if:
a) you are unable to fulfil the Order, you have notified the Customer as soon as possible that this is the case, and you agree that the Customer should receive a full refund.
b) both you and the Customer agree to cancel the Contract prior to shipment of the relevant Works, and you agree that the Customer should receive a full refund.
c) you have decided to refuse service to the Customer, and you agree that the Customer shall receive a full refund.
d) the Customer did not receive the Works ordered, even though you provided proof of shipping, and you have issued a refund for the Works.
e) both you and the Customer have agreed that the Customer may return the relevant Works for a refund, and you have received the returned Works, and issued a refund to the Customer in respect of them.
14.4.3 If the Customer is to receive a full refund, but their initial payment incurred payment charges (e.g. credit card processing fees) which cannot be refunded, you will bear the cost of these payment charges.

15. Liability and limitation
15.1 Nothing in these terms limits or excludes any party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession), defective products under the Consumer Protection Act 1987, or any other liability that cannot be lawfully limited or excluded.
15.2 Subject to clause 16.1, we will have no liability whatsoever to you, or to any Customer of yours, in respect of any Contract entered into between you and that Customer. You will indemnify us in respect of any costs, expenses, losses or damages we incur as a result of:
15.2.1 any Contract entered into between you and a Customer.
15.2.2 any claim against us, made by any Customer, which relates to a Contract entered into between you and a Customer.
15.2.3 any breach by you of these Designer Terms. This means you will be liable and responsible for any such costs, expenses, losses or damages we suffer, arising out of the above.
15.3 Subject to clause 16.1, you will not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under, or in connection with, the Contract for:
15.3.1 any loss of profits, sales, business, or revenue.
15.3.2 loss or corruption of data, information or software.
15.3.3 loss of business opportunity.
15.3.4 loss of anticipated savings.
15.3.5 loss of goodwill.
15.3.6 any indirect or consequential loss.
15.4 Subject to clauses 16.1 and 16.3, your total liability to the Customer in respect of all losses arising under, or in connection with, a Contract between you and that Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the price of the relevant Works as set out in the relevant Listing.

16. Events outside your control
16.1 In this clause, an event outside your control (an ‘Event') means an Event or sequence of events beyond your reasonable control, preventing or delaying you from performing your obligations under the Contract, including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, strike, lockout or boycott, or other industrial action, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract.
16.2 If you are delayed in, or prevented from, performing your obligations under a Contract due to such an Event, you must promptly notify the Customer of the Event, and its expected duration, and use reasonable effort to minimise the effects of that Event.
16.3 If, due to such an Event, you:
16.3.1 are, or will be, unable to perform a material obligation; or
16.3.2 are delayed in, or prevented from, performing your obligations for a continuous period exceeding thirty (30) days, you and the Customer may renegotiate the Contract to achieve, as nearly as possible, the original commercial intent, but should such renegotiation not be possible, for whatever reason, within thirty (30) days of the Event, the Customer may, at their discretion, terminate the Contract on immediate notice, on or after the thirtieth (30th) day from the Event.

17. Termination
17.1 Our relationship with you under these Designer Terms is referred to as this Agreement’.
17.2 Either we or you shall be entitled to terminate this Agreement, by giving the other party at least one (1) month’s notice in writing.
17.3 Either we or you shall be entitled (without prejudice to our other rights) to terminate this Agreement immediately, by notice in writing to the other, if the other party is declared bankrupt, a voluntary arrangement is approved, or an administration order is made, or a receiver or administrative receiver is appointed over any of the other party’s assets, or
an undertaking, resolution, or petition to wind up the other party is passed or presented (other than for the purposes of amalgamation or reconstruction), or if any circumstances arise which entitle the court or a creditor to appoint a receiver, administrative receiver or administrator, or to present a winding up petition, or make a winding up order, or a bankruptcy petition or order.
17.4 We shall be entitled (without prejudice to our other rights) to terminate this Agreement immediately by notice to you in writing.
17.5 On termination of this Agreement for any reason:
17.5.1 you shall continue to honour any current Orders you have already accepted (i.e. those Orders in relation to which you have already issued an Order Confirmation), but you shall otherwise refrain from accepting any further Orders, and shall remove all Listings from SODS, and refrain from selling through us.
17.5.2 any money held by us in the Client Account shall be paid out to either you or the Customer, in accordance with clause 12, save that for the purpose of this clause the Holding Period shall be 28 days.
17.6 Termination of this Agreement, however arising, shall not affect any of our or your rights and remedies under this Agreement, which have accrued up to the point of termination.
17.7 Clauses in these Designer Terms, which expressly or by implication survive termination of this Agreement, shall continue in full force and effect.

18. Your contract with us
18.1 By using SODS, you warrant and represent that you have sufficient authority to enter into this legally binding contract with us, for the use of SODS.
18.2 These Designer Terms, and any documents expressly referred to in them (including any Listing, Order or Order Confirmation, our Customer Terms of Sale, our general Website Terms of Use and our Privacy and Cookie Policy), constitute the entire Agreement between you and us, and supersede and extinguish all previous agreements, promises,
assurances, warranties, representations and understandings between us, whether written or oral, relating to their subject matter. You acknowledge that you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Designer Terms, or any document expressly referred to in them (including our Privacy and Cookie Policy). You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation, or negligent misstatement, based on any statement in these Designer Terms.

19. Ethics and Good Practice
19.1 SODS is committed to ensuring that all Works sold meet its ethical standards. You are responsible for producing and manufacturing in ethical and humane conditions.
19.2 All materials used in creating the Works must be environment-friendly and come from sustainable resources.

20. Wholesale
When making a Listing you will be asked whether you are able to produce wholesale orders for trade buyers. These Designer Terms will apply to such trade Orders, but you are encouraged to ensure you have appropriate Seller Terms in place to cover such Orders.

21. Our right to vary these Terms
21.1 We may amend these Designer Terms from time to time, without notice to you.
21.2 Every time you place a Listing on SODS or receive an Order through SODS, the Designer Terms in force at that time will apply to the contract between you and us.
21.3 We may revise the Designer Terms from time to time to reflect the following circumstances:
21.3.1 changes in relevant laws and regulatory requirements;
21.3.2 changes to our business, and the services we offer through SODS;
21.3.3 any other circumstances which, in our reasonable opinion, require us to revise the Terms.
21.4 If we have to revise the Terms as they apply to your Order, we will contact you in writing (which can include via email) to give you reasonable advance notice of the changes, and let you know how to cancel your contract with us if you are not happy with the changes.

22. Communication with us and your Customers
22.1 Customers will contact you via the Resolution Centre.
22.2 Our contact details are Students of Design Limited, 39 Long Acre, London, WC2E 9LG.
22.3 Any notice or other communication given by you to us, or by us to you, relating to these Designer Terms, shall be in writing and delivered via SODS.
22.4 A notice or other communication shall be deemed to have been received:
22.4.1 if delivered personally to the other’s address.
22.4.2 by 9.00 am on the second Business Day after posting, if sent by pre-paid first class post, or other next-working-day delivery service.
22.4.3 one Business Day after transmission, if sent by e-mail.
22.5 In proving the service of any notice, it will be sufficient to prove:
22.5.1 in the case of a letter, that such letter was left at the appropriate address, or properly addressed, stamped and posted to the appropriate address.
22.5.2 in the case of an e-mail, that such e-mail was sent to the specified e-mail address.
22.6 The provisions of this clause shall not apply to the service of any proceedings, or other documents in any legal action.

24. General legal terms
24.1 We are Students of Design Limited, a company registered in England and Wales under company number 08721121. Our registered office address is at 39 Long Acre, London, WC2E 9LG.
24.2 We may amend these Designer Terms from time to time as set out in clause 20. Please check these Designer Terms to ensure you understand the terms and conditions which will apply at the time you sign up to SODS, or process any Orders through us. You should print a copy of the Terms, or save them to your computer for future reference.
24.3 We may update SODS from time to time, and may also change the content at any time. However, please note that any of the content on SODS may be out of date at any given time, and we are under no obligation to update it. We do not guarantee that SODS, or any content on it, will be free from errors or omissions.
24.4 You are responsible for making all arrangements necessary for you to have access to SODS, for example by providing a working internet connection. You are also responsible for ensuring that all persons who access SODS through your internet connection are aware of these Terms, and that they comply with them.
24.5 When we refer, in these Designer Terms, to ‘in writing’, this includes e-mail.
24.6 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms. We will always notify you by posting on SODS if this happens.
24.7 You may only transfer or sublicense your rights or your obligations under these Terms to another person if we agree in writing.
24.8 These Designer Terms apply between you and us, however Customers who have placed an Order for your Works through SODS, may also seek to enforce these Designer Terms. Apart from these Customers, no other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
24.9 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.
24.10 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.
24.11 Any dispute or claim arising out of, or in connection with, these Designer Terms, or their subject matter, or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the law of England and Wales, and we both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, these Designer Terms, or their subject matter or formation (including non-contractual disputes or claims).
24.12 SODS and its servers are based in the United Kingdom. We make no claims concerning whether SODS or the content on it may be downloaded, viewed, or be appropriate for use outside of the United Kingdom. If you access SODS or the content on it from outside of the United Kingdom, you do so at your own risk. Whether inside or outside of the United Kingdom, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.