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WEBSITE TERMS & CONDITIONS OF SUPPLY

These provisions (including the Terms of Supply and Privacy Policy together with the documents referred to in these provisions) tell you the terms and conditions on which we supply any goods [and/or services] (“Products”) listed on our website shop.digitalforming.com (our “Site”) to you (“Customer Terms”).  
Please read these Customer Terms carefully before ordering any Products from the Site. You should understand that by ordering any of our Products, you agree to be bound by these Customer Terms.
You should print a copy of these Customer Terms for future reference.
By ticking the button marked "I Accept the UCODO customer terms and conditions" during the checkout process, you are agreeing to these Customer terms and conditions.  Please understand that if you refuse to accept these Customer Terms, you will not be able to order any Products from the Site.


1. Information about us

1.1 The site is operated by UCODO Limited (“we”, “us”, “our”).  We are registered in England and Wales under company number 06967348 and with our registered office at 146 Bridge House, St George Wharf, London SW8 2LQ.


2. Service availability

2.1 The Site is only intended for use by people resident in the United Kingdom, France, Spain, Italy, Germany, and the United States of America (“Serviced Countries”).  We do not accept orders from individuals outside those countries.  Some restrictions are placed on the extent to which we accept orders from specific countries.  


3. Your status

3.1 By placing an order through the Site, you warrant that:

(a) you are legally capable of entering into binding contracts;

(b) you are at least 18 years old;

(c) you are resident in one of the Serviced Countries; and

(d) you are accessing the Site from that country.


4. Products

4.1 The Site allows you to customise and co-create virtual Products and order them to be manufactured on-demand at the click of a button through 3D Printing technologies (also known as “Additive Manufacturing”).

4.2 In order to customise a Product, you may be offered a range of modification tools which may include colour change, addition of text and parts, and the modification of form. When you are happy with a design, you can choose to save the design in your personal library or manufacture the design at the price specified. If you have not created a use profile by this point, the Site will prompt you to do so.

4.3 The price of a Product is calculated by the Site before the Product is added to your shopping cart. You can order one or many Products for production. Once you are ready to check out, the Site will show you a breakdown of charges. These charges may include the cost of postage, packaging, and VAT or other appropriate sales tax as required by law.

4.4 We accept payment by a variety of credit and debit cards through PayPal, which will be processed over secure payment gateways. For your security, UCODO does not retain any information on its servers relating to credit or debit card transaction.

4.5 Please note that as we work with a number of manufacturers and designers, orders for two or more Products may be fragmented for manufacturing and hence may not be dispatched together.


5. Content

5.1 Copyright and all other proprietary rights in the content of the Site (including but not limited to software, audio, video, text and photographs) rest with UCODO or its licensors. All rights in the content not expressly granted herein are reserved. Except as otherwise provided, the content published on the Site may not be reproduced or distributed. Any other use of the content, including without limitation distribution, reproduction, modification, display or transmission without the prior written consent of UCODO is strictly prohibited. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Site. Our rights include rights to (i) the service developed and provided by us; and (ii) all software associated with the Site. All copyright and other proprietary notices shall be retained on all reproductions.

5.2 When you give us content through the Site, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, trade marks, database rights and intellectual property rights you have in the content, in any media known now or in the future. In addition, you waive all moral rights you have in the content to the fullest extent permitted by law.


6. How the contract is formed between you and us

6.1 The Products on UCODO.com may be offered for sale either by us or from a third party company or designer (either of which would be the “Seller”). When purchasing Products offered for sale by UCODO, these terms and conditions shall apply (including those documents detailed in clause 21).  When purchasing Products from a Seller via the Site the resulting Contract (comprising of the Terms of Use, these Customer Terms, and any other customer terms of the relevant Seller provided to you at the time of placing an order (“Seller Terms”)) is created between you and the relevant Seller, and you agree to be bound by all such provisions. You should carefully review the terms of the Contract applying to the transaction.

6.2 After placing an order, you will receive an e-mail from the relevant Seller acknowledging that the Seller has received your order.  Please note that this does not mean that your order has been accepted.  Your order constitutes an offer to the Seller to buy a Product.  All orders are subject to acceptance by the Seller, and the Seller will confirm such acceptance to you by sending you a further e-mail that confirms that the Product has been dispatched (the “Dispatch Confirmation”).  The contract between you and the relevant Seller (“Contract”) will only be formed when the Sellers ends you the Dispatch Confirmation in respect of your contract withthe relevant Seller.  

6.3 The Contract will relate only to those Products whose dispatch has been confirmed in the Dispatch Confirmation.  The Seller will not be obliged to supply any other Products, which may have been part of your order until the dispatch of such Products has been confirmed in a separate Dispatch Confirmation.

6.3 When purchasing Products from a Seller via the Site the resulting Contract shall comprise of the Terms of Use, these Customer Terms, and any other customer terms of the relevant Seller provided to you at the time of placing an order (“Seller Terms”)).  The Contract is created between you and the relevant Seller, and you agree to be bound by all such provisions. You should carefully review the terms of the Contract applying to the transaction.


7. Links.

7.1 We may also provide links on the Site to the websites of other companies, whether affiliated with us or not.  We cannot give any undertaking, that Products you purchase from Sellers other than us through the Site, or from companies to whose website we have provided a link on the Site, will be of satisfactory quality, and any such warranties (whether express or implied) are disclaimed by us absolutely to the fullest extent permitted by law.  This disclaimer does not affect your statutory rights against the Seller.  Where you order Products via our website we may disclose your customer information related to that transaction to the relevant Seller and the manufacturer of the Product.

7.2 We do not review or control Product listings and/or descriptions provided by Sellers other than us and we: (i) are not responsible in any way for such listings and/or descriptions, and (ii) do not possess or otherwise hold any Products offered via the Site.


8. Consumer rights

Due to the Product customization services which you will use on placing an order for a Product on our Site (i.e. the Product is supplied by the relevant Seller based on your bespoke specifications), after payment you cannot cancel your order. However, we may consider accepting your cancellation if your order has not been put into production. This does not affect your statutory rights with regard to faulty Products.


9. Availability and delivery

9.1 If a Product design is available through the Site, the basic assumption is that it can be manufactured. There are, however technical or other reasons why we may not accept or cancel your order during the entire ordering process. In case we cancel your order we will contact you via email and you will receive a full refund of your payment for any monies paid.

9.2 We will aim to fulfil your order within 21 days, but due to the nature of additive manufacturing, this fulfilment may take longer depending on material and manufacturer lead times.


10. Risk and title

10.1 The Products will be at your risk from the time of delivery to your requested delivery address.

10.2 Ownership of the Product(s) will only pass to you when we and/or the other relevant Seller receive full payment of all sums due in respect of such Product(s) and the items have been dispatched to you.  


11. Price and payment

11.1 The price of any Products will be as quoted on the Site from time to time, except in cases of obvious error.  

11.2 These prices may include VAT but exclude delivery costs, which will be added to the total amount due as set out in the delivery terms herein. It may also include delivery costs.

11.3 Prices are liable to change at any time, but once an order has been made, the price should not generally change.

11.4 The Site contains a large number of Products and it is always possible that some of the Products listed on the Site may be incorrectly priced.  We may verify prices as part of our dispatch procedures so that, where a Product's correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you.  If a Product's correct price is higher than the price stated on the Site, we may, at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you of such rejection.

11.5 We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have sent you a Dispatch Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing.

11.6 Payment for all Products must be by credit or debit card through PayPal.

11.7 Where a product is bought from a Seller other than us, if we collect the monies then we will be doing so as an agent for the Seller.


12. Our refunds policy

12.1 We will accept returns in the event that a Product is faulty. In the event that you are not satisfied with your Product, please email us images of the Product to support@ucodo.com highlighting in your email the reason for you dissatisfaction. We will aim to respond to you within 5 working days notifying you how we will proceed.

12.2 If we accept that the Product sold to you was faulty, we will refund any money received from you in respect of such Product via the same payment method originally used by you to pay for such Product (unless we notify you otherwise). Alternatively, at our discretion, we may offer to have the item re-manufactured if this is possible.


13. Our liability

13.1 Subject to clause 13.2, our total liability in contract, tort (including negligence), breach of statutory duty, or otherwise arising out of or in connection with these Customer Terms shall be limited in aggregate to the purchase price of the relevant Product.

13.2 Nothing in these Customer Terms shall exclude or limit in any way our liability:

(a) for death or personal injury caused by our negligence;

(b) for fraud or fraudulent misrepresentation; or

(c) for any other liability which cannot be excluded of limited by applicable law.

13.3 Subject to clause 13.2, we shall not be liable to you for any: (i) indirect or consequential losses arising out of or in connection with these Customer Terms and/or your use of the Site, and/or (ii) the following heads of loss (in each case whether direct or indirect):

(a) loss of income or revenue;

(b) loss of business;

(c) loss of profits or contracts;

(d) loss of anticipated savings;

(e) loss of data; or

(g) waste of management or office time however arising13.4 You agree that you will only use the Sites and services in accordance with this Agreement.

13.5 You shall indemnify us (and our officers, directors, agents, subsidiaries, joint ventures and employees) in full against any losses or costs (including reasonable legal fees) incurred as a result of, or in connection with: (i) any breach by you of this Agreement, and/or (ii) your violation of any law or the rights of a third party.


14. Import duty

14.1 If you order Products from the Site for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination.  You will be responsible for payment of any such import duties and taxes.  Please note that we have no control over these charges and cannot predict their amount.  Please contact your local customs office for further information before placing your order.

14.2 Neither we nor any Sellers make any representation that any Products sold via the Site are appropriate or available for use in any territory. You must comply at all times with all applicable laws and regulations of the country for which the Products are destined. Please note that Products may not be deliverable outside the UK due to local law, and it shall be your responsibility for any failure to deliver the Products outside the UK where this is the case.  We will not be liable for any breach by you of any such laws.


15. Written communications

15.1 Applicable laws require that some of the information or communications we send to you should be in writing.  When using the Site, you accept that communication with us will be mainly electronic.  We will contact you by e-mail or provide you with information by posting notices on our website.  For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.  This condition does not affect your statutory rights.


16. Notices

16.1 All notices given by you to us must be given to UCODO Limited 146 Bridge House, St George Wharf, London SW8 2LQ.

16.2 We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 15 above.  

16.3 Notice will be deemed received and properly served: (i) immediately, when posted on our website, (ii) 24 hours after an e-mail is sent, or (iii) three days after the date of posting of any letter.  

16.4 In proving the service of any notice, it will be sufficient to prove: (a) in the case of a letter, that such letter was properly addressed, stamped and placed in the post, and (b) in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.


17. Transfer of rights and obligations

17.1 The agreement between you and us is binding on you and us and on our respective successors and assigns.  The Contract between you and the Seller is binding on you and the Seller and any respective successors and assigns.  

17.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent and that of the Seller.  

17.3 We may transfer, assign, charge, sub-contract or otherwise dispose any of our rights or obligations arising under these Terms of Use or any Contract, at any time during the term of either as applicable.


18. Events outside our control

18.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (“Force Majeure Event”).  

18.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

(a) strikes, lock-outs or other industrial action.

(b)civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.

(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.

(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

(e) impossibility of the use of public or private telecommunications networks.

(f) the acts, decrees, legislation, regulations or restrictions of any government.

18.3 Our performance under these Terms of Use is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period.  We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms of Use may be performed despite the Force Majeure Event.


19. Waiver

19.1 If we fail, at any time during the term of these Terms of Use, to insist upon strict performance of any of your obligations under these Terms of Use or any of these Customer Terms, or if we fail to exercise any of the rights or remedies to which we are entitled under these Terms of Use, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

19.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.

19.3 No waiver by us of any of these Customer Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 15 above.


20. Severability

If any of these Customer Terms or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.


21. Entire agreement

21.1 These Customer Terms, the Terms of Use, any relevant Seller Terms, and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

21.2 We each acknowledge that, in entering into our agreement, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to agreement except as expressly stated in these Customer Terms.

21.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of our agreement or any Contract (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these Customer Terms.

21.4 A person who is not a party to this agreement shall not have any rights under or in connection with it.

21.5 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

21.6 Except as provided for in clauses 11 and 16, time shall not be of the essence in respect of any obligation under this agreement.


22. Our right to vary these Customer Terms

22.1 We have the right to revise and amend these Customer Terms from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.

22.2 You will be subject to the policies and Customer Terms in force at the time that you order Products from us, unless any change to those policies or these Customer Terms is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these Customer Terms before we send you the Dispatch Confirmation (in which case we have the right to assume that you have accepted the change to the Customer Terms, unless you notify us to the contrary within seven working days of receipt by you of the Products).


23. Law and jurisdiction

Contracts for the purchase of Products through the Site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law.  Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England.