Terms & Conditions | Illustrate

2.1.1 Illustrate, is a company incorporated in England and Wales with company number 09736354 whose registered office is at 7B East Park Trading Estate, Bristol, BS5 7DR.

2.1.2 Illustrate’s VAT number 245 4861 90.

2.2 Contacting Us (Illustrate)

2.2.1 To contact us email our Creative Vendor service team at enquiries@illustrate.co.uk

2.2.2 How to give us formal notice of any matter under the Contract is set out in clause 27.12.

3. BASIS OF CONTRACT WITH THE VENDOR

3.1 Illustrate is a platform and marketplace where you can sell your handmade and personalised goods, vintage items, craft supplies, artwork, licensing and services directly to End Customers around the world. We want to make sure that you, your retail customers and Service Buyers have a positive experience on Illustrate. Please read on to find out more about your rights as well as what is expected of you as a seller on Illustrate. Hereinafter, you will be defined as the Creative Vendor and your retail customers and/or Service Buyers will be defined as an End Customer.

3.2 Vendor Overview

3.2.1 Only registered Vendors may sell on Illustrate. There is a one-off registration fee of £35.00 to join the platform.

3.2.2 There are two options for selling on Illustrate; as a Creative Vendor or as a Partnered Vendor, Partnered Vendors also have the option to be selected as Financed Partners. (see Section 1 for Creative Vendor interpretations).

3.3 Service Buyers pay Illustrate in advance to create an order. See “Handling Service Orders” below for more information.

3.3.1 For fees and payments please read the “Charges and Payment” section.

3.3.2 Vendors must fulfil their orders and may not cancel orders on a regular basis or without cause. Cancelling orders will affect Vendors’ reputation and status.

3.3.3 Vendors gain account statuses (Levels) based on their performance and reputation. Advanced levels provide their owners with benefits, including larger shop floor space to sell their Goods.

3.3.4 Users may not offer or accept payments using any method other than placing an order through the website.

3.3.5 Service Buyers are granted all rights for the delivered work, unless otherwise specified by the Vendor on their Venture page. Note: some Ventures charge additional payments (through Venture Extras) for Commercial Use License. See “Ownership & Limitations” and “Commercial Use” sections below for more information. Please can contact enquiries@illustrate.co.uk for specific information regarding contracts for Outright purchases of Artwork and Gross Profit Agreements if you wish to know more information about licensing out your artwork.

3.3.6 Illustrate retains the right to use all published delivered works for Illustrate marketing and promotion purposes.

3.4 Vendor Basics:

3.4.1 Vendors may not promote their Ventures or any Illustrate content via the AdWords platform.

3.4.2 Goods Revenue will have a safety clearance period of 30 days, Service Revenue will have a safety clearance period of 14 days after marked as complete. Funds will then be added to Vendor accounts. All cleared funds will be issued monthly to Vendors. (see Withdrawing Revenues section for my payment terms).

3.4.3 The Vendor's rating is calculated based on order competition time, product quality and order reviews posted by Service Buyers. High ratings allow Vendors to obtain advanced Vendor levels (see Levels below). In certain cases, exceedingly low ratings may lead to the suspension of the Vendor’s account.

3.4.4 For security concerns, Illustrate may temporarily disable a Vendor’s ability to withdraw revenue to prevent fraudulent or illicit activity. This may come as a result of security issues, improper behaviour reported by End Customers or associating multiple Illustrate accounts to a single withdrawal provider.

3.4.5 Vendors are responsible for paying any direct or indirect taxes, including any VAT, GST or otherwise, which may apply to them depending on residency or location. Vendors represent and warrant that they comply, and will comply at all times, with their obligations under income and sales tax provisions in their jurisdiction. The Venture price shown on the Venture page is inclusive of all such taxes and charges that may apply to the Vendors.

3.5 Service Vendor Particular Basics:

3.5.1 Vendors create Ventures on Illustrate to allow Service Buyers to purchase their services.

3.5.2 Vendors may offer Custom Offers to Service Buyers in addition to their Ventures.

3.5.3 Each order you sell and successfully complete, accredits your account with a net revenue of 80% of the purchase amount plus VAT if you are a tax resident of an EC member state.

3.5.4 Illustrate accredits Vendors once an order is completed. See our “Orders” section below for a definition of a completed order.

3.5.5 If an order is cancelled (for any reason), the funds paid will be returned to the Service Buyer’s Illustrate Balance.

3.6 Appointment as Limited Payment Collection Agent

3.6.1 Vendor hereby appoints Illustrate as Vendor’s limited authorized payment collection agent solely for the purpose of accepting payments (via its Payment Services Provider, if applicable) from an End Customer, and remitting those payments to Vendor. Vendor agrees that payment from an End Customer to Illustrate shall be considered the same as payment made directly to the Vendor. End Customers payment obligation to Vendor will be satisfied upon receipt of payment by Illustrate (or its Payment Services Provider, as applicable), and Illustrate (via its Payment Services Provider, as applicable) is responsible for remitting the funds to the Vendor in the manner described in these Terms of Service.

3.6.2 In the event that Illustrate (via Payment Services Provider) does not remit any such amounts to Vendor, the Vendor will have recourse only against Illustrate and not the End Customer directly. Vendor agrees that Illustrate may describe or otherwise reflect the terms contained herein in any terms of service, receipts, disclosures, or notices including, but not limited to, receipts provided to Service Buyers and / or End Customer that Illustrate may deem necessary or prudent.

3.7 Illustrate partners with Payment Services Providers for purposes of collecting Venture-related payments from Service Buyers and / or End Customers, transferring such payments from Service Buyers to Vendors, and holding funds in connection with Sales Balances. All payments services in connection with the withdrawal of funds on the Illustrate platform are performed by Illustrate’s Payment Services Providers.

3.8 Our contract:

3.8.1 These terms and conditions apply to the Order by the Creative Vendor and the supply of Goods and Services by Illustrate to the Creative Vendor (Contract).

3.8.2 They apply to the exclusion of any other terms that the Creative Vendor seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3.9 Entire agreement:

3.9.1 The Contract is the entire agreement between the Creative Vendor and Illustrate in relation to its subject matter.

3.9.2 The Creative Vendor acknowledges that it has not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

3.10 Language:

3.10.1 These Terms and the Contract are made only in the English language.

4. CREATIVE VENDOR PLACING AN ORDER FOR GOODS AND SERVICES AND OUR ACCEPTANCE

4.1 Illustrate may provide the following services to the Creative Vendor:

4.1.1 Online store (e.g. listing space on the Website);

4.1.2 Shop space in physical locations (based on sales performance and quality of products. Selection is solely up to Illustrate’s discretion);

4.1.2.1 Illustrate physical shop space (e.g. Park Street, Bristol and The Arcade, Bristol/Cardiff and any subsequent stores launched after the date of this contract).

4.1.2.2 Events: at which Illustrate has a physical stall (e.g. University Fairs, Seasonal Markets, Festivals etc.).

4.1.3 Fulfilment, infrastructure and marketing expertise; and

4.1.4 IT consumables / hosted services including but not limited to cloud storage, social media and End Customer email advertising and support, referral and rewards software.

4.2 The Order

4.3 The Order constitutes an offer by the Creative Vendor and/or End Customer to purchase Goods and Services in accordance with these Terms.

4.3.1 At current, both Service and Print orders, and registration, are completed by the Vendor’s Relationship Manager, an appointed concierge service through Illustrate.

4.3.2 Upon completion of the registration fee, a Creative Vendor will decide if they wish to be an Accredited Vendor or Partnered Vendor. Their Relationship Manager will then assist in creating a bespoke online profile page and product offering.

4.4 Illustrate's acceptance of the Creative Vendor's Order takes place when Illustrate sends an email to the Creative Vendor to accept it (Order Confirmation). Upon which date (Commencement Date), the Contract between Illustrate and the Creative Vendor will come into existence, after the email has been received from, and confirmed by Illustrate

4.4.1 The Contract will relate only to those Services confirmed in the Order Confirmation.

4.5 As part of the Order, Illustrate may be required to supply Goods to the Creative Vendor to enable the Creative Vendor to fulfil its orders with the End Customer.

4.5.1 The Order Confirmation will set out the Goods which Illustrate will supply either for delivery to the Creative Vendor, or direct to the End Customer, or direct to Illustrate outlets.

4.6 These Terms apply to the Contract to the exclusion of any other terms that either party seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

4.7 All of the above Terms shall apply to the supply of both Goods and Services, except where application to only Goods or Services is specified

4.8 Service Orders

4.8.1 Once payment is confirmed, your order will be created and given a unique Illustrate order number (#FO).

4.8.2 Vendors must deliver completed files and/or proof of work via their Relationship Manager according to the service that was purchased and advertised on their Venture.

4.8.3 An order is marked as Complete after it is marked as Delivered and then accepted by a Service Buyer. An order will be automatically marked as Complete if not accepted and no request for modification was submitted within 7 days after the order was marked as Delivered.

4.9 Handling Service Orders

4.9.1 When a Service Buyer orders a Venture, the Vendor is notified by email, or stored on the Illustrate Action Log for Partnered Vendors to complete.

4.9.2 Vendors are required to meet the delivery time they specified when creating their Ventures. Failing to do so will allow the Service Buyer to cancel the order when an order is marked as late and may harm the Vendor's status.

4.9.3 Vendors must send completed files and/or proof of work via their Relationship Manager.

4.9.4 Users are responsible for scanning all transferred files for viruses and malware. Illustrate will not be held responsible for any damages which might occur due to site usage, use of content or files transferred.

4.9.5 Service Buyers may use the request up to two revisions while an order is marked as Delivered if the delivered materials do not match the Vendor's description on their Venture page or they do not match the requirements sent to the Vendor at the beginning of the order process.

5. WHAT CAN BE SOLD ON ILLUSTRATE

5.1 Illustrate is a unique marketplace.

5.1.1 End Customers will visit the website, or physical location (as outlined in 4.1.) to purchase items that they might not find anywhere else. Everything the Creative Vendor lists for sale through Illustrate must be categorised as either handmade and/or designed by the Creative Vendor; vintage or personalised.

5.2 When the Creative Vendor sells handmade items, it agrees and warrants that all handmade items are made and/or designed by the Creative Vendor. If the Creative Vendor works with a production partner the Creative Vendor must notify the End Customer of its existence in the relevant descriptions and/or packaging. This is explained in the below sub-sections.

The Creative Vendor agrees to:

5.2.1 Disclose in the Vendors’ “About” section on their Illustrate Vendor Page the names and roles of people who help make its items or run its business;

5.2.2 Use its own words and photographs (not stock photographs) to describe its items;

5.2.3 Respond to any queries from Illustrate in a timely manner.

5.2.3.1 Illustrate may, at any time and at its sole discretion, enquire as to how its items are made, what workspace, tools and equipment it uses and how it communicates and collaborates with the people who help run its marketplace shop. If the Creative Vendor provides false, inaccurate or misleading information, Illustrate may at its sole discretion suspend or terminate its account.

5.3 Illustrate acknowledges that the term handmade can be interpreted in a number of ways.

5.3.1 Illustrate defines handmade as services or goods that have been cultivated or created by an individual or small company. They include, but are not limited to, goods produced exclusively by the Creative Vendor; goods designed by the Creative Vendor but outsourced to manufacturers whose methods of production are solely handmade.

5.3.1.1 Many handmade sellers fall in the middle of the spectrum because they are both making and designing their items. Regardless of where the Creative Vendor falls on this spectrum, the Creative Vendor must be transparent about who is assisting it and how the goods are being made.

5.3.1.2 Everything listed as handmade must be made and/or designed by the Creative Vendor.

5.3.1.3 Reselling is strictly prohibited in the handmade category and Illustrate reserves the right at its sole discretion to remove and/or prevent the Creative Vendor from selling any such Goods on its Website at any time.

5.4 When the Creative Vendor sells personalised or made-to-order items in the handmade category, it agrees that:

5.4.1 All accredited good listings are available for purchase at a set price determined by Illustrate

5.4.2 For goods not produced by Illustrate, or where otherwise negotiated Vendors can freely set prices of their own products within reasonable boundaries subject to the discretion of Illustrate

5.4.3 It must be clear in the listing’s description that any photographs of previous work with options for customisation (e.g. colour choices) are just examples and cannot be replicated exactly.

5.5 All vintage items for sale must be at least twenty years old. Free of harmful substances, available for sale under the Sale of Goods Act.

5.6 Craft supplies are tools, ingredients or materials whose primary purpose is for use in the creation of an item or special occasion. Craft supplies may be handmade, commercial or vintage.

5.7 Clothing.

5.7.1 A Creative Vendor may purchase clothing and / or screen-printing and / or embroidery services on a wholesale and made to order basis from Illustrate as part of fulfilment services provided to Partnered Vendors.

5.7.2 All clothing sold on the Website must be produced in factories accredited and certified by either the Fair Wear Foundation (FWF), OEKO-TEX Standard 100, Global Organic Textile Standard International Working Group (GOTS) or Global Recycle Standard (GRS). Any further certifications are recommended and should be disclosed in Product Listing Description. If your clothing is certified by none of the above but another internationally recognised certificate you feel is suitable, you must request permission to list the item/s from your Relationship Manager.

5.7.2.1 If an End Customer believes that any clothing they purchase does not comply with the standards set out in this clause, they can report this to Illustrate within 30 days of receipt of their Goods and Illustrate shall arrange for a refund, subject to Illustrate's Return and Refund Policy.

5.7.2.2 Illustrate shall then investigate the matter by contacting the Creative Vendor and the Creative Vendor will be required to provide Illustrate with all

information required. Illustrate shall have the right to suspend or terminate the Creative Vendor's account with Illustrate either during or after the conclusion of its investigation.

5.7.2.3 Vendors will be given the opportunity to provide reasonable explanation and permitting a warning will be issued.

5.7.2.4 If persistent violations occur fines may be incurred on the Vendor, until such issues are resolved, gross misconduct and violations can mean immediate termination.

5.8 Illustrate Vendors have access to several exclusive features that help customize the way their services can be offered.

5.8.1 Vendors can also send Custom Offers addressing specific requirements of a Service Buyer.

5.8.2 Custom Offers are defined by the Vendor with the exact description of the service, the price and the time expected to deliver the service.

5.8.3 Custom Offers are to be negotiated via your Relationship Manager.

5.8.4 Services provided through Custom Offers may not violate Illustrate’s Terms of Service.

5.8.5 Project Milestones:

5.8.5.1 Custom Offers above £100 may include up to three project milestones. Each milestone is paid and delivered separately in accordance with each Custom Offer’s description and timelines.

5.8.5.2 A milestone is marked as Complete after it is delivered by the Vendor and then accepted by the Service Buyer via your Relationship Manager. A milestone will be automatically marked as complete if no acceptance or request for modification is submitted within 8 days after marked as Delivered, however, in such case the order will be stopped and all further milestones will be cancelled.

5.8.5.3 Once a milestone is delivered, Service Buyers may choose to either continue with the order and pay for the next milestone, or to stop the order. Please note that if you choose to stop the order, the current delivered milestone will not be cancelled.

6. WHAT CANNOT BE SOLD ON ILLUSTRATE

6.1 Certain items are automatically deemed to be prohibited and the Creative Vendor is not permitted to sell such items on the Website.

6.2 Illustrate shall, as soon as it becomes aware, remove any prohibited items from the Website and it may, at its sole discretion, suspend or terminate the Creative Vendor's account with Illustrate. The following types of items and services are prohibited on Illustrate:

6.2.1 Copyright Infringement, Trademark Infringement, and violation of a third party's terms of service reported through enquires@illustrate.co.uk

6.2.2 Intentional copies of Ventures

6.2.3 alcohol and tobacco products (including but not limited to smokable products, e-cigarettes and e-liquids);

6.2.4 drugs, drug paraphernalia (including but not limited to items with a carburettor, slides and/or items with a slide, bongs and blubbers, vaporisers and their components);

6.2.5 medical drugs, regulated medical devices and pharmaceuticals (including but not limited to drugs and herbal substances used for recreational and medicinal purposes, regardless of their legality);

6.2.6 animal products and human remains,

6.2.6.1 references to animal abuse;

6.2.7 dangerous items (including but not limited to hazardous materials, recalled items and weapons);

6.2.8 hate items (including but not limited to items that promote, support or glorify hatred);

6.2.9 illegal items or fraudulent services (including but not limited to any items or services that promote illegal or fraudulent activity);

6.2.10 internationally regulated items;

6.2.11 pornography and any mature content;

6.2.12 references to illegal or immoral actions;

6.2.13 violent items (including, but not limited, to items that promote, support or glorify violence).

6.2.14 Spam, nonsense, or violent or deceptive Ventures

6.2.15 Ventures misleading to Service Buyers or others

6.2.16 Reselling of regulated goods

6.2.17 Offering to prepare academic works on behalf of Service Buyers

6.2.18 Services that extend beyond 30 days of service duration

6.2.19 Exceedingly low quality Ventures

6.2.20 Promoting Illustrate through activities that are prohibited by any laws, regulations, and/or third parties' terms of service, as well as through any marketing activity that negatively affects our relationships with our users or partners.

6.2.21 Ventures may be removed from our Search feature due to poor performance and/or user misconduct.

6.2.22 Ventures may include pre-approved website URLs contained within the Venture description and requirements box. Ventures containing websites promoting content, which violates Illustrate’s Terms of Service, will be removed.

6.2.23 Ventures are required to have an appropriate Venture image related to the service offered. An option to upload two additional Venture images are available to all Vendors. Vendors must deliver the same quality of service as shown on their Venture images. Recurring deliveries that don’t match the quality shown on the Venture images may lead to the Vendor’s account losing Vendor status or becoming permanently disabled.

6.2.24 Ventures may contain an approved Venture Video uploaded through the Venture management tools available on Illustrate.

6.2.25 Statements on the Venture Page that undermine or circumvent these Terms of Service is prohibited.

6.3 If the Creative Vendor is raising money for a charity, the Creative Vendor must obtain the charity’s consent before adding any details about the charity or its products on the Website.

6.3.1 If funds are being raised for charity under Illustrate’s charitable production schemes, Illustrate will donate related sales on behalf of the Creative Vendor.

6.3.2 If funds are being raised independently by the Creative Vendor for charitable purposes, the Creative Vendor is solely responsible for fulfilling any obligations listed. Failing to comply with listed charitable promises is considered gross misconduct and will result in termination.

6.3.3 If a Vendor elects a proportion of sales or profit to be donated, it must be clear to the end customer what exact part of the transactional amount is donated direct to the end charity, or if a share of profits what is the second-tier vendor donation to the end-charity. For the avoidance of doubt, when expressing a proportion of profits are donated to charity, it must be clear what deductions from sales or gross profits are taken into consideration when calculating aforementioned profit and subsequent share.

6.3.4 Illustrate will hold the funds until it is satisfied that what is, or has been, marketed to consumers is fulfilled.

6.3.4.1 Where Vendor marketing terminology is inconclusive to exact donation amount, Illustrate will consider the language used and will favour a customer’s first glance interpretation as determined by Illustrate.

7. ROLES

7.1 If the Creative Vendor’s marketplace has multiple contributors, the role of each contributor must be disclosed in the About section of its profile.

7.1.1 There, an explanation of how each shop member contributes the day-to-day running of the business can be included.

7.1.1.1 If a particular contributor has more than one role, it can also be highlighted in About.

7.2 The Creative Vendor, and associates, should allocate titles from the following roles (refer to 7.3):

7.2.1 Owner: The Creative Vendor and anyone else it considers an equal partner of its Illustrate marketplace.

7.2.1.1 The owner must also be the seller and must also be making and/or designing items sold as handmade.

7.2.1.2 The owner is responsible for any activity on the account, and will be liable for any wrong actions.

7.2.2 Assistant: A full time, part-time, or seasonal helper who assists with making the items or managing the shop.

7.2.2.1 If the Creative Vendor hires third-party freelance workers to help with administrative tasks, please get in contact with Tobias Illustrations Limited to discuss.

7.2.3 Producer: Anyone within the Creative Vendor’s business who has a role in the physical creation of the items. A person who helps physically produce the items but operates as a separate business may be considered a Production Partner. If the Creative Vendor works with a production partner, please disclose separately. Further information about a Producer is set out in clause 7.4 below.

7.2.4 Curator: Someone who selects the products the Creative Vendor sells. This role applies to vintage or craft supply shops only.

7.2.5 Customer Service: A person who helps the shop owner communicate with End Customers and provides customer service. Please note that the shop owner must continue to participate in the running of the shop in an active role.

7.2.6 Designer: A seller who has come up with an original design, pattern, sketch, template, prototype, or plan to be produced by in-house shop members or a production partner. A designer must have a vital role in the running of a handmade Illustrate shop. If the Creative Vendor is using production assistance, you, as the seller, must be the designer of those items. Please note that if someone outside of the Creative Vendor’s business helps physically produce the items the Creative Vendor designs; the Creative Vendor must let us know. Further information about a Designer is set out in clause 7.5.

7.2.7 Marketing Consultant: A person who works with the Creative Vendor to promote your Illustrate shop and items on different channels.

7.2.8 Photographer: A person who photographs the Creative Vendor’s items to create the images for use in the shop, listings and social media.

7.2.9 Picker/Packer: A person who helps pick and pack the Creative Vendor’s sold orders and ship them out to End Customers.

7.3 You can also create custom roles by getting in contact with Illustrate

7.4 Producers

A maker is a seller who is physically making the items listed for sale in their Illustrate shop. A maker might design their items in addition to making them, or they might follow a pattern or template that they did not design. Regardless, makers must be creating their items with their own hands (or tools).

7.5 Designers

A designer is a seller who has come up with an original design, pattern, sketch, template, prototype, or plan to be produced by in-house shop members or a production partner. Simple customisation, such as selecting colours, shapes, or choosing from ready-made options is not considered design on Illustrate. If you are a designer and you are using a production partner to help make your items, you must also disclose information about your production partner in your listings. A production partner is anyone (who is not a part of your Illustrate shop) who helps you physically produce your items.

7.6 Vendor Levels

Illustrate is all about helping Vendors leverage their skills. We seek to empower top performing Vendors with helpful tools to grow their business. Vendors who invest in self-promotion may achieve greater customer satisfaction. And, if they deliver on time and maintain high quality and ratings, Illustrate may reward them with new statuses, special opportunities, benefits, and tools that come with it.

7.6.1 Illustrate Vendors can gain account Levels based on their activity, performance and reputation.

7.6.2 Advancement in Levels are updated periodically by an automated system.

7.6.3 The current Levels a Vendor can achieve are, Level 1, 2, and Top Rated.

7.6.4 Vendors who cannot maintain their high quality service, experience a severe drop in ratings, or stop delivering on time risk losing their Vendor status and the benefits that come with it. For example, late deliveries, warnings to the Vendor’s account and cancellations can cause a Vendor to move to a different Level.

7.6.5 Advanced levels provide their owners with additional benefits, including prime website feature space, top listing products in product categories, favourable retail space in the physical stores and selection in pop up and event locations.

7.7 Top Rated Vendors

Top Rated Vendors are chosen manually by Illustrate editors through an ongoing review process based on seniority, volume of sales, customer ratings, customer care, order completion rate and community leadership. Top Rated Vendors gain access to more extensive features than previous levels, including exclusive access to beta features and VIP support.

7.7.1 Top Rated eligibility is constantly evaluated by Illustrate to ensure that the quality standards and expectations of the Top Rated selection is kept. Illustrate retains the right to change a Top Rated Vendor status in light of such evaluation. In addition, Top Rated Vendors who cannot maintain their high-quality service through a severe drop in ratings, stop delivering on time, increased cancellation rate or violate our Terms of Service, also risk losing their Top Rated status and the benefits that come with it.

7.8 Using Production Assistance

Designers may work with Production Partners to help make handmade items in certain circumstances. The Creative Vendor's design and production process should lead to the creation of a unique item that would not exist without it, as the designer.

Illustrate expects your Production Partner to produce items themselves in their own facilities. A contractor or agent who outsources production may not be used as a production partner. Examples of production services include, but are not limited to, printing, apparel printing, 3D-printing, casting, plating, engraving, cutting and sewing, and finishing.

If the Creative Vendor works with a Production Partner, the Creative Vendor should disclose certain information in the listing process, including:

7.8.1 Name of the Production Partner(s);

7.8.2 Location of the Production Partner(s), business, production site;

7.8.3 Details about the nature of the partnership and design process; and

7.8.4 A general description of the work the Production Partner does for the Creative Vendor.

The Creative Vendor may choose to keep the name of the Production Partner and details about the partnership and design process confidential (visible only to select Illustrate employees), but the location and description of the Production Partner must be added to the About section and listings on the Website.

Illustrate reserves the right to ask the Creative Vendor, at any time and at its sole discretion for more detailed information about the Creative Vendor’s business. This may include, but not limited to,

additional details about the origins of the business, the Creative Vendor’s role in the design process, the production process, and the Creative Vendor’s connection to the production partner, as well as what efforts the production partner has made to follow our ethical expectations.

8. RESTRICTIONS AS TO WHERE A CREATIVE VENDOR CAN SELL GOODS

8.1 Illustrate, as a global company based in the UK with operations in other countries, must comply with economic sanctions and trade restrictions, including those implemented by the Office of Financial Sanctions Implementation (OFSI) of HM Treasury. This means that Illustrate or anyone using our Services cannot take part in transactions that involve designated people, places, or items that originate from those places, as determined by agencies like OFSI.

8.2 This also applies to anyone that uses our Services, regardless of their location. The Creative Vendor must familiarise itself with these restrictions.

8.2.1 By way of example only, these restrictions generally prohibit, but are not limited to, transactions involving:

8.2.2 certain geographic areas, such as Crimea, Cuba, Iran, North Korea, and Syria, or any individual or entity operating or residing in those places;

8.2.3 individuals or entities identified on sanctions lists such as OFSI’s Specially Designated Nationals (SDN) List or Foreign Sanctions Evaders (FSE) List;

8.2.4 nationals of Cuba, regardless of location, unless citizenship or permanent residency outside of Cuba has been established; and

8.2.5 items originating from areas including Cuba, North Korea, Iran, or Crimea, with the exception of informational materials such as publications, films, posters, phonograph records, photographs, tapes, compact disks, and certain artworks.

8.3 The Creative Vendor shall also be prohibited from using its Illustrate account while in certain geographic locations.

8.4 If Illustrate has any reason to believe, at its sole discretion, you are operating your account from a sanctioned location, such as any of the places listed above, or are otherwise in violation of any economic sanction or trade restriction, it may suspend or terminate your use of our Services.

8.4.1 The Creative Vendor is generally not permitted to list, buy, or sell items that originate from sanctioned areas. This includes items that pre-date sanctions, since Illustrate has no way to verify when they were actually removed from the restricted location.

8.4.2 Illustrate reserves the right to request that the Creative Vendor provides additional information, disclose an item's country of origin in its listing, or take other steps to meet compliance obligations.

8.4.3 Illustrate may remove listings or cancel transactions that present a risk of violating Clause 8 of this agreement.

9. GOODS

9.1 Where Goods are being provided to the Creative Vendor by Illustrate, the Goods will be as described in the Order Confirmation.

9.2 Where the Creative Vendor provides the artwork to be printed, added or attached in any way to the Goods, the Creative Vendor shall warrant that:

9.2.1 It is the sole legal and beneficial owner of, and owns all the rights, title and interest in the artwork;

9.2.2 It has not licensed or assigned any of the Intellectual Property Rights in the artwork which may prevent the artwork from being used on the Goods;

9.2.3 It is unaware of any infringement or likely infringement of any of the Intellectual Property Rights in using the artwork on the Goods;

9.2.4 Exploitation of the Intellectual Property Rights in the artwork will not infringe the rights of any third party; and

9.2.5 The artwork is its sole original work and it has not been copied wholly or substantially from any other source.

9.3 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Creative Vendor;

9.3.1 The Creative Vendor shall indemnify Illustrate against all liabilities, costs, expenses, damages and losses. These include, but are not limited to;

9.3.1.1 Any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs, (calculated on a full indemnity basis).

9.3.1.2 All other reasonable professional costs and expenses suffered or incurred by Illustrate arising out of or in connection with any claim made against Illustrate

9.3.1.3 In the form of actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with Illustrate’s use of the Goods Specification.

9.3.1.4 Clause 9.3 shall survive termination of the Contract.

9.4 Illustrate reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and Illustrate shall notify the Creative Vendor in any such event.

10. DELIVERY OF GOODS BY ILLUSTRATE

10.1 The Order Confirmation will determine whether the Goods shall be delivered to the Creative Vendor or whether the Goods will remain at Illustrate for them to deliver direct to the End Customer pursuant of these Terms.

10.2 Where the Order Confirmation determines that the Goods shall be delivered to the Creative Vendor to enable the Vendor to sell the Goods to third parties or direct to the End Customer, Illustrate shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Vendor reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

10.3 Illustrate shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Illustrate notifies the Vendor or the End Customer that the Goods are ready.

10.4 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

10.5 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence.

10.5.1 Illustrate shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Creative Vendor’s failure to provide Illustrate with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

10.6 If Illustrate fails to deliver the Goods to the Creative Vendor or the End Customer, its liability shall be limited to the costs and expenses incurred by the Creative Vendor in obtaining replacement Goods of similar description and quality in the cheapest market available, less the price of the Goods. Illustrate shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Creative Vendor’s failure to provide Illustrate with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

DELIVERY OF GOODS BY VENDOR

10.7 Shipping Physical Deliverables

Some of the services on Illustrate are delivered physically (arts and crafts, collectable items, etc.). For these types of Ventures, Vendors may decide to add shipping charges. Vendors can add shipping charges for local shipping (within the same country) and for international shipping (anywhere else).

10.8 Ventu

10.9 Shipping costs added to a Venture only pertains to the cost Vendors require to ship physical items to End Customers.

10.10 Important: End Customers who purchase Ventures that require physical delivery, will be asked to provide a shipping address.

10.11 Vendors are responsible for all shipping arrangements once the End Buyer provides the shipping address.

10.12 Illustrate does not handle or guarantee shipping, tracking, quality, and condition of items or their delivery and shall not be responsible or liable for any damages or other problems resulting from shipping.

10.13 When a Vendor delivers the Goods direct to the End Customer, the Vendor must comply with the following packaging requirements:

10.13.1 the following types of packaging must not be used:

10.13.1.1 no unrecyclable plastic packaging to be used in postage, for example bubble wrap, cling film or any other forms of plastic wraps that is unable to be recycled.

10.13.1.2 no Sellotape or plastic tape alternative to be used in packaging; use biodegradable tape. Please speak to your Relationship Manager for substitute products if you can’t source it.

10.13.2 any recycled plastic used in packaging must be certified under European Standard EN 15343:2007 compliance schemes. By way of example only, The Blue Angel Label, COREPLA, LAGA, Recovinyl or equivalent alternatives;

10.13.3 any compostable packaging must be compliant with the “compostability” criteria set out in BS EN 13432 and is “compostable”. Similarly, plastic packaging is compliant with the "compostability" criteria set out in BS EN 14995 is "compostable". For many standards, including BS EN 1342, independent certification bodies offer product assessment and certification services. In the UK, Renewable Energy Assurance Limited operates such a scheme in partnership with the German certification body DIN CERTCO. This scheme is aligned to the requirements of BS EN 13432. Packaging items certified to BS EN 13432 and plastic items certified to BS EN 14995 are acceptable inputs to those commercial composting systems with appropriate waste codes in their permits, licences or registered exemptions. In order to gain "compostable" certification for a packaging or plastic item, comprehensive documentary evidence and product test results are essential.

10.14 Failure to comply with the requirements in clause 10.7 will result in Illustrate either, at its sole discretion, immediately on becoming aware of the same, suspending or terminating the Accredited Vendor’s account with Illustrate.

11. QUALITY OF GOODS

11.1 Where Illustrate provides the Goods as part of its fulfilment services to the Creative Vendor pursuant to an Order Confirmation, Illustrate shall warrant that on delivery, and for a period of 1 month from the date of delivery (warranty period), the Goods shall:

11.1.1 conform in all material respects with their description and any applicable Goods Specification;

11.1.2 be free from material defects in design, material and workmanship; and 11.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

11.1.4 It is of the Vendors responsibility to provide this warranty, by means of issuance of a replacement or refund.

11.2 Subject to clause 11.3, Illustrate shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:

11.2.1 the Creative Vendor or End Customer gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 11.1;

11.2.2 Illustrate is given a reasonable opportunity of examining such Goods; and

11.2.3 the Creative Vendor or End Customer (if asked to do so by Illustrate) o such Goods to Illustrate’s place of business at the Creative Vendor’s or End Customer’s cost.

11.3 Illustrate shall not be liable for the Goods’ failure to comply with the warranty in clause 11.1 if:

11.3.1 the Creative Vendor or End Customer makes any further use of such Goods after giving a notice in accordance with clause 11.2;

11.3.2 the defect arises because the Creative Vendor or the End Customer failed to follow Illustrate’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

11.3.3 the defect arises as a result of Illustrate following any drawing, design or Goods Specification supplied by the Creative Vendor;

11.3.4 the Creative Vendor or the End Customer alters or repairs such Goods without the written consent of Illustrate;

11.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or

11.3.6 the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

11.4 These Terms shall apply to any repaired or replacement Goods supplied by Illustrate.

11.5 Where an Accredited Vendor provides the Goods direct to an End Customer, the Accredited Vendor shall warrant to the End Customer that on delivery, and for a period of 1 month (unless specified on product listing page) from the date of delivery (warranty period), the Goods shall:

11.5.1 conform in all material respects with their description and any applicable Goods Specification;

11.5.2 be free from material defects in design, material and workmanship; and 11.5.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

11.6 Subject to clause 11.6, the Creative Vendor shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:

11.6.1 the End Customer gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 11.6;

11.6.2 the Accredited Vendor is given a reasonable opportunity of examining such Goods; and

11.6.3 the End Customer (if asked to do so by the Accredited Vendor) returns such Goods to the Accredited Vendor’s place of business at the End Customer’s cost.

11.7 The Accredited Vendor shall not be liable for the Goods’ failure to comply with the warranty in clause 11.6 if:

11.7.1 the End Customer makes any further use of such Goods after giving a notice in accordance with clause 11.6;

11.7.2 the defect arises because the End Customer failed to follow the Accredited Vendor’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

11.7.3 the defect arises as a result of the Accredited Vendor following any drawing, design or Goods Specification supplied by the End Customer;

11.7.4 the End Customer alters or repairs such Goods without the written consent of the Accredited Vendor;

11.7.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or

11.7.6 the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

12. TITLE AND RISK

12.1 The risk in the Goods shall pass to the Creative Vendor or the End Customer on completion of delivery.

12.2 Title to the Goods shall not pass to the Creative Vendor or the End Customer until the earlier of:

12.2.1 Illustrate receives payment in full (in cash or cleared funds) for the Goods

13. ILLUSTRATE’S CASE SYSTEM

13.1 You must comply with Illustrate's case system (the Case System) in all transactions between you and End Customers. The Case System will be used for resolving disputes in the event of a non-delivery or if any Goods received by an End Customer are not as described on the Website.

13.2 Goods are not as described if an End Customer can demonstrate that they are significantly different from the Creative Vendor's listing description or photos on our Website. The following are non-exhaustive examples:

13.2.1 the Goods received are of a different colour, model, version or size;

13.2.2 the Goods received contain a different design or material;

13.2.3 the Creative Vendor failed to disclose that the Goods or any part of them is damaged or has missing parts;

13.2.4 the End Customer has received an incorrect quantity of items (e.g. you ordered three items but only received two and the Vendor has failed within a reasonable period of time to deliver the missing item);

13.2.5 the Goods were advertised as authentic but they are not;

13.2.6 the condition of the Goods is not as described (e.g. the item was sold as new but it is in a used condition).

13.3 Not as described cases can also be filed for late delivery or non-delivery. In order to qualify as a late delivery, and End Customer must provide proof in writing that all of the following conditions apply to the order:

13.3.1 the End Customer notified the Creative Vendor at the time of the Order that the Goods were ordered for a specific date or event and that date has passed; and

13.3.2 the reasons why the Goods are rendered useless after that date; and

13.3.3 the Creative Vendor did not deliver the Goods according to their processing time or the date agreed upon in writing at the time of the order.

13.4 In order to qualify as a non-delivery, the End Customer must provide proof in writing to show that the Goods were not delivered. Examples of this include:

13.4.1 there is no proof that the Goods were delivered to the End Customer;

13.4.2 the Goods were not delivered to the delivery address provided by the End Customer at the time of the Order.

13.5 An End Customer cannot use the Case System for the following:

13.5.1 Goods that are damaged during delivery (provided that they are appropriately packaged by the Creative Vendor or Illustrate);

13.5.2 Goods that have been altered, used, worn, washed or discarded after receipt;

13.5.3 Goods that are received after the agreed (in writing) delivery date due to delivery delays caused by a third party carrier;

13.5.4 Goods that are returned without prior agreement using the Case System procedure set out in clause 13.6;

13.5.5 Goods which were accurately described at the time of order but do not meet your expectations;

13.5.6 the cost of any delivery disputes;

13.5.7 Goods that are purchased in person;

13.5.8 Goods that are prohibited from sale on the Website, including services and intangible transactions, unless are outlined in the provision of service section;

13.5.9 Orders where payment is not made via the Checkout System on our Website.

13.6 To initiate the Case System, the End Customer must contact Illustrate by email or by post using the contact details set out on the Website before they are able to return all or any part of the Goods.

13.7 Disputes and Cancellations

For disputes and cancellations or if you encounter non-permitted usage on the Site, users can contact Illustrate's Customer Support department via email for assistance.

13.7.1 Order disputes and cancellations can be performed on Illustrate, when eligible, by Customer Support.

13.7.2 Filing a transaction dispute or reversing a payment through your payment provider or your bank is a violation to these Terms of Service. Doing so may get your account temporarily or permanently disabled. Note: once you have filed a dispute with your payment provider, the funds will be ineligible for a refund due to our obligations towards the payment provider.

13.7.3 Illustrate, through its Payment Services Providers, reserves the right to cancel orders or place funds on hold for any suspected fraudulent transactions made on the Site.

13.7.4 All transfer and assignment of intellectual property to the Service Buyer shall be subject to full payment for the Venture and the delivery may not be used if payment is cancelled for any reason.

13.7.5 If an order is cancelled (for any reason) before postage, the funds paid will be returned to the End Customer’s account.

13.7.6 Revisions to deliveries can be performed by Vendors based on the Vendor’s Venture and customer care. Vendors may determine the amount of revisions offered to Service Buyers, including no revisions.

13.7.7 Requests for revisions can be performed through the Relationship Manager while the order is marked as Delivered.

13.7.8 Requesting to gain more services from Vendors beyond the agreed requirements by is not allowed.

13.8 Order Cancellations

13.8.1 Eligibility for requests to Illustrate to cancel an order will be assessed by our Customer Support team based on a number of factors, including violations to our Terms of Service, general misconduct, and improper usage of the Illustrate delivery system. See below for Order specific eligibility.

13.8.2 Completed orders (or, where applicable, completed milestones) may be cancelled, upon review of our Customer Support team, up to 14 days after the order (or Milestone) is marked as complete. Please be advised that orders cannot be partially cancelled (i.e. we can only cancel the entire order when it is justified).

13.8.3 In rare circumstances where we find it appropriate, our Customer Support team may cancel a completed order even after 14 days have passed from its completion. In such cases, the amounts paid for the cancelled order will be returned to the End Customer’s Illustrate Balance and will be deducted from the Vendor’s Illustrate Balance or, if there are no sufficient amounts in the Vendor’s Illustrate Balance, from future revenues of such Vendor.

13.8.4 Orders are not eligible to be cancelled based on the quality of service/materials delivered by the Vendor if the service was rendered as described in the Venture page. Service Buyers may rate their experience with the Vendor on the order page, including the overall level of service quality received.

13.8.5 Service Buyers must contact the Relationship Manager to address their concerns and desired resolution related to the service provided by their Vendor prior to contacting Customer Support. Customer Support will not take any action against Orders where the Service Buyers failed to inform their Relationship Manager of issues related to the Vendor’s service and will allow Vendors to provide a resolution first. This does not include non-permitted usage of Illustrate.

Any non-permitted usage of Illustrate encountered during an Order, after being reviewed by our Customer Support team, may result in the order being cancelled. This includes, but not limited to; harassment, unlawful behaviour, or other violations to Illustrate’s Terms of Service.

13.8.6 Illustrate Customer Support will cancel orders based on, but not limited to, the following reasons:

13.8.6.1 Active Orders (after the Service Buyer submits their requirements and before the Vendor delivers on Illustrate)

(a) The Vendor is late and unresponsive for more than 24 hours while the order is marked as Late.

(b) Users are abusive towards the other party through threats of low ratings or leveraging order materials (such as logins, personal information) against each other.

(c) Users supplied or included copyright/trademark infringing materials as part of the Service Buyer requirements or the Vendor’s delivery.

(d) The user is no longer an active Illustrate user due to Terms of Service violations or closure of their account.

13.8.6.2 Delivered Orders (after the Vendor submits work to the Relationship Manager and before the order is marked as complete by the Service Buyer)

(a) The Vendor uses the Delivery system to extend the delivery due date to complete the requested service without providing the final delivered service to Service Buyers. Note: Multiple reported offenses will result in permanent suspension of your account.

(b) The Vendor delivers no files and/or proof of work related to the agreed upon order requirements. Note: Subjectivity of the materials in question will be reviewed by our Customer Support team.

(c) The Vendor requests additional payments, on or off the Illustrate platform, by withholding the final delivery of services directly related to the agreed requirements.

(d) The Vendor is withholding the final delivery of services for improved ratings.

(e) Service Buyers who abuse the stated “Revisions Request” limit as stated on the Vendors product listing to gain more services from Vendors beyond the agreed requirements.

(f) Service Buyers who threaten to leave a damaging review to gain more services from the Vendor not related to the agreed requirements.

13.8.6.3 Completed Orders (after the order is marked as complete and before the 14 day limitation)

(a) Users who have been reported to use copyright/trademark infringing materials after verification and with proof.

(b) Service Buyers who did not purchase commercial use rights and are reported to have used the materials commercially. Note: Terms of Commercial use is found on the Vendor’s Venture page and cannot be retroactively included once the order is completed for over 14 days.

(c) Illustrate Customer Support will review cases of Order delivery manipulation that prevents Service Buyers and Vendors from fully utilizing our Resolution Centre that enabled the order to be marked as complete.

13.8.7 Refunds

13.8.7.1 Funds from order cancellations are returned to the Service Buyer's or End Customer’s account.

13.8.7.2 Deposit refunds, when available from the payment provider, can be performed by our Customer Support team (based on the Order’s original payment currency). To prevent fraud and abuse, we limit the total amount of times users can request a payment provider refund from their account which is subject to review by our Customer Support team. Such refunds may be subject to an additional fee.

13.9 If Illustrate determines, at its sole discretion, that all or any part of the Venture Goods or Services is not as described, the Creative or Service Vendor will be required to reimburse Illustrate on a full indemnity basis for all costs and expenses incurred in refunding the End Customer's’ Order. Illustrate shall also, at its sole discretion be entitled to immediately suspend or terminate the Creative Vendor's account with Illustrate.

14. CREATING AND UPLOADING CONTENT

14.1 User Generated Content ("UGC") refers to the content added by users as opposed to content created by the Site. All content uploaded to Illustrate by our users (Service Buyers and Vendors) is User Generated Content. Illustrate does not check user uploaded/created content for appropriateness, violations of copyright, trademarks, other rights or violations. We invite everyone to report violations together with proof of ownership as appropriate. Reported violating content may be removed or disabled.

14.2 Furthermore, Illustrate is not responsible for the content, quality or the level of service provided by the Vendors (even if they are Pro Vendors, Top Rated Vendors or otherwise). We provide no

warranty with respect to the Ventures, their delivery time and final product or service quality. We encourage users to take advantage of our product and service review section, our community and common sense in choosing appropriate Ventures service offers.

14.3 By offering a service, the Vendor undertakes that he/she has sufficient permissions, rights and/or licenses to provide, sell or resell the service that is offered on Illustrate. Vendors advertising their Venture online must comply with laws and terms of service of the advertising platform or relevant website used to advertise. Failing to do so may result in removal of the Venture and may lead to the suspension of Vendor's account.

14.4 Reviews

Reviews are a great way for the Creative Vendor to build a reputation on the Website. An End Customer can leave a review, including a one to five star rating and a photograph of their purchase.

14.4.1 Feedback reviews provided by Service Buyers and End Customers while completing an order are an essential part of Illustrate's rating system. Reviews demonstrate the Service Buyer's overall experience with the Vendors and their service. Service Buyers are encouraged to communicate to the Vendor any concerns experienced during their active order in regards to the service provided by the Vendor.

14.4.2 Leaving a Service Buyer's feedback is a basic prerogative of a Service Buyer. Feedback reviews will not be removed unless there are clear violations of our Terms of Service.

14.4.3 To prevent any misuse of our Feedback system, all feedback reviews must come from legitimate sales executed exclusively through the Illustrate platform from users within our Community. Purchases arranged, determined to artificially enhance Vendor ratings, or to abuse the Illustrate platform with purchases from additional accounts, will result in a permanent suspension of all related accounts.

14.4.4 Feedback comments given by Service Buyers are publicly displayed on a Vendor’s Venture page.

14.4.5 The Creative Vendor shall have the opportunity to respond to Content on the Website. In order to keep the Website safe and respectful and to comply with all laws and regulations, the Creative Vendor warrants that it will not upload Content that:

14.4.5.1 is abusive, threatening, defamatory, harassing or otherwise;

14.4.5.2 is obscene, racist or vulgar;

14.4.5.3 in violation of any third party intellectual property rights or any third party's privacy or contains any private information;

14.4.5.4 false, deceptive or misleading;

14.4.5.5 breaches the CAP Code or any guidance, codes, laws or regulations in the United Kingdom (or any equivalent laws or regulations in any other jurisdiction which may have access to the Content on the Website);

14.4.5.6 contains any prohibited medical drug claims;

14.4.5.7 contains advertising or spam;

14.4.5.8 be about things which are outside of the control of the Creative Vendor (by way of example only, third party shipping or courier complaints);

14.4.5.9 contains threats or extortion;

14.4.5.10 includes shilling or otherwise falsely inflates a Creative Vendor’s review or score;

14.4.5.11 undermines the integrity of the reviews system.

14.4.6 The Creative Vendor must not contact any person after they have explicitly asked by any medium whatsoever not to be contacted.

14.5 Interference occurs when a member (anyone using Illustrate products or services) interferes with another member's shop in order to drive away their business. Interference is strictly prohibited on Illustrate. Examples of interference include:

14.5.1 posting in public areas to demonstrate, or discuss, a dispute with another member;

14.5.2 purchasing from a Creative Vendor for the sole purpose of leaving a negative review;

14.5.3 maliciously clicking on a competitor’s promoted listings ads in order to drain that member’s advertising budget, also known as “click fraud”.

15. SUPPLY OF SERVICES

15.1 Illustrate shall supply the Services to the Creative Vendor in accordance with the Service Specification in all material respects.

15.2 Illustrate shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order Confirmation, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

15.3 Illustrate reserves the right to amend the Service Specification if necessary, to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Illustrate shall notify the Creative Vendor in any such event.

15.4 Illustrate warrants to the Creative Vendor that the Services will be provided using reasonable care and skill.

16. CREATIVE VENDOR’S OBLIGATIONS

16.1 The Creative Vendor shall:

16.1.1 co-operate with Illustrate in all matters relating to the Goods and Services;

16.1.2 provide Illustrate with an access token for the Creative Vendor’s Instagram feed to be added to the bottom of the vendor profile on the Illustrate Marketplace.

16.1.3 provide Illustrate with such information and materials as Illustrate may reasonably require in order to supply the Goods and Services, and ensure that such information is complete and accurate in all material respects;

16.1.4 obtain and maintain all necessary licences, permissions and consents which may be required for the Goods and Services before the date on which the Services are to start;

16.1.5 comply with all applicable laws;

16.1.6 comply with any additional obligations as set out in the Service Specification and the Goods Specification;

16.2 If Illustrate’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Creative Vendor or failure by the Creative Vendor to perform any relevant obligation (Vendor Default):

16.2.1 without limiting or affecting any other right or remedy available to it, Illustrate shall have the right to suspend performance of the Services until the Vendor remedies the Vendor Default, and to rely on the Vendor Default to relieve it from the performance of any of its obligations in each case to the extent the Vendor Default prevents or delays Illustrate's performance of any of its obligations;

16.2.2 Illustrate shall not be liable for any costs or losses sustained or incurred by the Creative Vendor arising directly or indirectly from Illustrate’s failure or delay to perform any of its obligations as set out in this clause 16.2; and

16.2.3 the Creative Vendor shall reimburse Illustrate on written demand for any costs or losses sustained or incurred by Illustrate arising directly or indirectly from the Vendor Default.

16.3 The Creative Vendor must provide a high level of Creative Vendor service to any End Customers who purchase Goods through Illustrate. By selling on Illustrate you agree to:

16.3.1 honour your listed shipping and processing times.

16.3.2 if required to do so, respond to Content uploaded by an End Customer in a timely manner;

16.3.3 if you elect to have your own shop polices you can do so by contacting your Relationship Manager and if appropriate these will be added to your vendor profile. You must honour the commitments made in your shop policies if you do not elect to have your own shop

policies your shop policies will by default become Illustrate’s standard End Customer Terms and Conditions.

16.3.4 resolve any disagreements or disputes directly with your Relationship Manager within 7 days of receiving a complaint.

16.3.5 if the Creative Vendor is unable to complete an Order, the Creative Vendor must notify their Relationship Manager who follow the Order cancellation procedures in accordance with the End Customer Terms and Conditions. For the avoidance of doubt, if the End Customer has already paid for the Goods, Illustrate will issue a full refund including any shipping charges. The Creative Vendor is encouraged to keep proof of any refunds in the event of a dispute arising;

16.3.6 comply with all laws with regards to shipping, cancellations and returns and exchanges. The End Customer Terms and Conditions set out the statutory protections available for the End Customer in the United Kingdom but the Creative Vendor must also be familiar with equivalent applicable laws in the selling and buying countries;

17. CHARGES AND PAYMENT

17.1 Payment Accounts. The Creative Vendor’s shop can accept payment through authorised credit and debit card transactions, some bank transfer services, PayPal, Apple Pay and Google Pay. To enable the Creative Vendor to do this, it must provide valid account information for a bank account in the United States, Australia, Canada, the European Union, Hong Kong, New Zealand, Norway, Singapore, or Switzerland. Without this information, Illustrate cannot set up a Vendor Payment Account and will be unable to pay the Creative Vendor.

17.2 An Illustrate Payment Account allows the Creative Vendor to track payment amounts, refunds, and fees related to transactions and Creative Vendor services. Reports will be generated and issued on the last working day of every month. The Creative Vendor must provide accurate personal information as requested during registration, and are responsible for maintaining and updating that information as necessary. A Creative Vendor must not impersonate any person or use any name they are not legally authorised to use. In consideration for signing up to a payment account, a Creative Vendor authorise Illustrate, and authorised agents, to verify their information (at registration and on occasion when using the Services) by accessing public records and obtaining credit reports about the Creative Vendor. Illustrate verifies Creative Vendors’ information in order to safeguard the integrity of the marketplace and reduce the risk of fraud, money laundering, terrorist financing, and the violation of trade sanctions.

17.3 Payment Accounts are only available to individuals who are eligible to be Creative Vendors using Illustrate’s Services and who have a valid bank account, credit card or debit card or existing Illustrate Vendor Account on file with Illustrate, unless they are exempt from this requirement.

17.4 The Creative Vendor may purchase the Goods from Illustrate in accordance with these Terms and the Order Confirmation and shall sell them through Illustrate marketplace to End Customers or other sales channels.

17.5 Commission and cost of Goods and Services shall be:

17.5.1 for Goods sold by an Vendor, Goods will incur a 5% commission of the net revenue excluding VAT. There is an optional, additional commission of 20% of the net revenue excluding VAT if product storage and fulfilment is required.

17.5.2 For the avoidance of doubt, net revenue is defined and calculated here as the company’s revenue net of any sold product costs, discounts and returns.

For example: Let’s assume a vendor sold £1 million worth of sales for the year. However, the vendor also offered £30,000 worth of discounts, refunded £5,000 and spent £200,000 in product costs to reach those sales. The resulting net revenue is:

£1 million - £30,000 - £5,000 - £200,000 = £765.000

This means, we only take a 5-25% commission on profits made from sales.

17.5.3 for Goods sold to End Customers by Partnered Vendors using Illustrate Services shall be subject to Illustrate Services cost prices (as seen in the Purchasing Section). Goods sold will then incur a 5% commission of the net revenue excluding VAT. There is an optional, additional commission of 20% of the net revenue excluding VAT if product storage and fulfilment is required.

17.5.4 for Financed Partners, Goods sold to End Customers using Illustrate Services shall be subject to Illustrate Services cost prices (as seen in the Purchasing Section). Goods sold will then incur a 50% charge of gross profit on the account, Illustrate will then charge 25% of the net revenue, after shared costs, storage, fulfilment and listing.

17.5.5 For Financed Partners, sales invoices are generated when Goods are distributed to Vendors and outlets. Due to the nature of made to order supply chains, a provisional amount of stock is produced for online fulfilment and to ensure adequate stock is at each outlet. When stock is distributed to outlets and/or Vendors, a sales invoice to each Vendor is raised. When an End Customer purchases Goods, a replenishment invoice is raised to the Vendor. This will be reflective on the vendors Illustrate Balance.

17.5.6 all Goods produced and sold by Illustrate to the Financed Partners and dispatched directly to the end-customer are invoiced to the Creative Vendor’s Illustrate Payment Account and deemed payable immediately or if certain terms are negotiated between Illustrate and the Financed Partner within 30 days.

17.5.7 a 2.5% transaction fee will occur for all Vendors sales online and in-stores.

17.6 Physical Shop Floor Costs. If an Accredited Vendor, Partnered Vendor or Financed Partner is selected and approved to sell Goods in Illustrate physical shops periodical charging of shared costs will occur. These are calculated based on locations where a Creative Vendor sells their Goods. At the end of each month, Illustrate shall charge the Vendor for the preceding quarter's incurred costs based on a ratio of Vendor sales to total sales (Vendor sales/total sales). Illustrate shall then multiply

the Vendor proportion of revenue by shared cost (i.e. rent, service charges, rates, utilities and hosted services).

An invoice is then raised to the Vendor for the sum of the incurred costs. If the Vendor is VAT registered, Illustrate shall declare VAT and that Vendor shall be able to pay and reclaim the VAT. If the Vendor is unregistered for VAT purposes, the VAT will be an absolute cost, declared by Illustrate but not on the Vendors Invoice.

17.7 Supply of Money to Financed Partners.

Illustrate offers trade finance to selected and approved Partnered Vendors who need working capital to launch their shop. For the supply of money Illustrate's credit provider receives 50% of gross profit on account, this interest is then included into the net revenue calculation that Illustrate charges at 25% excluding VAT from the venture.

17.8 Withdrawing Revenues

17.8.1 To withdraw your revenue, you must have an account with at least one of Illustrate's Payment Service Providers for the withdrawal methods. All funds eligible for Withdrawal will be held on your behalf at an account with Illustrate’s Payment Services Provider. All payment services, including withdrawal services will be provided by Illustrate’s Payment Services Provider.

17.8.2 Your Illustrate profile can be associated with only one account from each Illustrate withdrawal method. A Payment Service Provider withdrawal account can be associated with only one Illustrate profile.

17.8.3 Goods& Services Revenues are only made available for withdrawal following a returns & refund policy period of 28 days after the order is marked as complete.

17.8.4 Service Revenues are only made available for withdrawal following a safety clearance period of 14 days after the order is marked as complete.

17.8.5 Withdrawals can only be made in the amount available to you.

17.8.6 Withdrawal fees vary depending on the withdrawal method.

17.8.7 Withdrawals are final and cannot be undone. We will not be able to reverse this process once it has begun.

17.8.8 Withdrawals will be issued on the last working day of every month along with a sales and transaction log.

17.8.9 Withdrawal Methods:

METHOD FEE SERVICE AVAILABILITY

Withdraw to your PayPal Account £0* For a list of PayPal services by country click here

METHOD FEE SERVICE AVAILABILITY

Local Bank Transfer (LBT) £0* UK only.

International Bank Transfer (IBT) £6 per transfer. Worldwide

* Additional fees may apply based on your location and currency.

18. INTELLECTUAL PROPERTY RIGHTS

18.1 All Intellectual Property Rights in, or arising out of, or, in connection with the Services (other than Intellectual Property Rights in any materials provided by the Creative Vendor) shall be owned by Illustrate

18.2 Each party grants to the other, or shall procure the direct grant to the other of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract for the purpose of receiving and using the Services in its business. 18.3 Each party shall not sub-license, assign or otherwise transfer the rights granted by clause 18.2.

18.4 The Creative Vendor grants Illustrate a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Creative Vendor to Illustrate for the term of the Contract for the purpose of providing the Services to the Creative Vendor.

18.5 Your Obligations and Your Indemnifications of Illustrate

You are solely responsible for your use of the Site and any content you post on the Site, and that if someone makes a claim against Illustrate because of your content that you will pay Illustrate for our fees and expenses, as detailed below:

18.5.1 When you post User Content on the Site or through the Site Services or provide Illustrate with User Content, you understand and acknowledge that you are solely responsible for such User Content. Further, you represent and warrant that you have the right, power, and authority to (a) post that User Content without violating the rights of third parties, and (b) grant the licenses specified below.

18.5.2 You acknowledge and agree that the poster of User Content, and not Illustrate, is responsible for any User Content including any harms caused to you, another User, or a third party by such User Content.

18.5.3 You will indemnify, defend, and hold harmless Illustrate, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a

third party or other User against an Indemnified Party relating to or arising out of any User Content you post.

18.6 Your Rights and Licence to Illustrate and Other Site Visitors

You retain all ownership rights in any User Content you post on Illustrate. To the extent permitted by applicable law, you also grant to Illustrate and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site and Illustrate’s, our successors’ and Affiliates’ businesses, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User and each Site Visitor a non-exclusive license to access your User Content through the Site and to use, reproduce, distribute, and display such User Content to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of the Terms of Service, our Privacy Policy, and applicable law.

18.7 Your Comments and Ideas

You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place Illustrate under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) you grant us a perpetual and royalty-free license to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Illustrate does not waive any rights to use similar or related ideas, including those known or developed by Illustrate or obtained from sources other than you.

19. DATA PROTECTION

19.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 19 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 19, Applicable Laws means (for so long as and to the extent that they apply to Illustrate) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

19.2 The parties acknowledge that for the purposes of the Data Protection Legislation, Illustrate is the controller and the Creative Vendor is the processor.

19.3 Without prejudice to the generality of clause 19.1, Illustrate will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Creative Vendor for the duration and purposes of the Contract.

19.4 Without prejudice to the generality of clause 19.1, the Creative Vendor shall, in relation to any personal data processed in connection with the performance by the Creative Vendor of its obligations under the Contract:

19.4.1 process that personal data only on the documented written instructions of the Creative Vendor unless Illustrate is required by Applicable Laws to otherwise process that personal data. Where Illustrate is relying on Applicable Laws as the basis for processing personal data, Illustrate shall promptly notify the Creative Vendor of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Illustrate from so notifying the Creative Vendor;

19.4.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Creative Vendor, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

19.4.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and

19.4.4 not transfer any personal data outside of the European Economic Area unless the prior written consent of the Creative Vendor has been obtained and the following conditions are fulfilled:

19.4.4.1 the Creative Vendor or Illustrate has provided appropriate safeguards in relation to the transfer;

19.4.4.2 the data subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;

19.4.4.3 Illustrate complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

19.4.4.4 Illustrate complies with reasonable instructions notified to it in advance by the Creative Vendor with respect to the processing of the personal data;

19.4.5 assist the Creative Vendor, at the Creative Vendor’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data

Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

19.4.6 notify the Creative Vendor without undue delay on becoming aware of a personal data breach;

19.4.7 at the written direction of the Creative Vendor, delete or return personal data and copies thereof to the Creative Vendor on termination of the Contract unless required by Applicable Law to store the personal data; and

19.4.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 19 [and allow for audits by the Creative Vendor or the Creative Vendor’s designated auditor] and immediately inform the Creative Vendor if, in the opinion of Illustrate, an instruction infringes the Data Protection Legislation.

19.5 Illustrate does not consent to Illustrate appointing any third party processor of personal data under the Contract.

19.6 Either party may, at any time on not less than 30 days’ notice, revise this clause 19 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

20. CONFIDENTIALITY

20.1 Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, Creative Vendors, clients or suppliers of the other party, except as permitted by clause 20.2.

20.2 Each party may disclose the other party’s confidential information:

20.2.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 20; and

20.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

20.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

21. REPORTING VIOLATIONS

21.1 If you come across any content that may violate our Terms of Service, you should report it to us through the appropriate channels created to handle those issues as outlined in our Terms of Service.

All cases are reviewed by our Trust & Safety team. To protect individual privacy, the results of the investigation are not shared. You can review our Privacy Policy for more information.

21.2 Violations

21.2.1 Users may receive a warning to their account for violations of our Terms of Service or any user misconduct reported to our Trust and Safety team. A warning will be sent to the user's email address and will be displayed for such user on the Site. Warnings do not limit account activity, but can lead to your account losing Vendor statuses or becoming permanently disabled based on the severity of the violation.

21.3 Non-Permitted Usage

21.3.1 Adult Services & Pornography - Illustrate does not allow any exchange of adult oriented or pornographic materials and services.

21.3.2 Inappropriate Behaviour & Language - Communication on Illustrate should be friendly, constructive, and professional. Illustrate condemns bullying, harassment, and hate speech towards others. We allow users a medium for which messages are exchanged between individuals, a system to rate orders, and to engage on larger platforms such as our Community Forum and Social Media pages.

21.3.3 Phishing and Spam - Illustrate takes the matter its members’ security seriously. Any attempts to publish or send malicious content with the intent to compromise another member’s account or computer environment is strictly prohibited. Please respect our members privacy by not contacting them with offers, questions, suggestions or anything which is not directly related to their Ventures or orders.

21.3.4 Privacy & Identity - You may not publish or post other people's private and confidential information. Any exchange of personal information required for the completion of a service must be provided in the order page. Vendors further confirm that whatever information they receive from the Service Buyer, which is not public domain, shall not be used for any purpose whatsoever other than for the delivery of the work to the Service Buyer. Any users who engage and communicate off of Illustrate will not be protected by our Terms of Service.

21.3.5 Authentic Illustrate Profile - You may not create a false identity on Illustrate, misrepresent your identity, create a Illustrate profile for anyone other than yourself (a real person), or use or attempt to use another user’s account or information; Your profile information, including your description, skills, location, etc., while may be kept anonymous, must be accurate and complete and may not be misleading, illegal, offensive or otherwise harmful. Illustrate reserves the right to require users to go through a verification process in order to use the Site (whether by using ID, phone, camera, etc.).

21.3.6 Intellectual Property Claims - Illustrate will respond to clear and complete notices of alleged copyright or trademark infringement, and/or violation of third party’s terms of service.

21.3.7 Fraud / Unlawful Use - You may not use Illustrate for any unlawful purposes or to conduct illegal activities.

21.4 Abuse and Spam

21.4.1 Multiple Accounts - To prevent fraud and abuse, users are limited to one active account. Any additional account determined to be created to circumvent guidelines, promote competitive advantages, or mislead the Illustrate community will be disabled. Mass account creation may result in disabling of all related accounts. Note: any violations to Illustrate’s Terms of Service is cause for permanent suspension of all accounts.

21.4.2 Targeted Abuse - We do not tolerate users who engage in targeted abuse or harassment towards other users on Illustrate. This includes creating new multiple accounts to harass members through our message or ordering system.

21.4.3 Selling Accounts - You may not buy or sell Illustrate accounts.

21.5 Proprietary Restrictions

The Site, including its general layout, design and content, is exclusively owned by Illustrate and protected by copyright and trademarks. Users have no right, and specifically agree not to do the following with respect to the Site or any part, component or extension of the Site (including its mobile applications): (i) copy, transfer, adapt, modify, distribute or reproduce it, in any manner; (ii) reverse assemble, decompile, reverse engineer or otherwise attempt to derive its source code, underlying ideas, algorithms, structure or organization; (iii) modify or create derivative works; (iv) remove any copyright notice, identification or any other proprietary notices, or; (v) use the Site in any manner that could damage, disable, overburden or impair the Site, or interfere with any other users’ enjoyment of the Site. Users also agree not to permit or authorize anyone else to do any of the foregoing.

21.6 Ownership and limitations:

21.6.1 Unless clearly stated otherwise on the Vendor's Venture page/description, when the work is delivered, and subject to payment, the Service Buyer is granted all intellectual property rights, including but not limited to, copyrights for the work delivered from the Vendor, and the Vendor waives any and all moral rights therein.

21.6.2 The delivered work shall be considered work-for-hire under the U.K. Copyright Act. In the event the delivered work does not meet the requirements of work-for-hire or when UK Copyright Act does not apply, the Vendor expressly agrees to assign to Service Buyer the copyright in the delivered work.

21.6.3 All transfer and assignment of intellectual property to the Service Buyer shall be subject to full payment for the Venture and the delivery may not be used if payment is cancelled for any reason. For removal of doubt, in custom created work (such as art work, design work, report generation etc.), the delivered work shall be the exclusive property of the Service Buyer, and the Vendor assigns all rights, title an

21.6.4 Vendors further confirm that whatever information they receive from the Service Buyer, which is not public domain, shall be kept confidential and shall not be shared or used for any purpose whatsoever other than for the delivery of the ordered work to the Service Buyer.

21.6.5 Users (both Service Buyers and Vendors) agree that unless they explicitly indicate otherwise, the content users voluntarily create/upload to Illustrate, including Venture texts, photos, videos, usernames, user photos, user videos and any other information, including the display of delivered work, may be used by Illustrate for no consideration for marketing and/or other purposes.

21.7 Commercial Use License

By purchasing a “Commercial Use License” with your order, the Vendor grants you a perpetual, exclusive, non-transferable, worldwide license to use the purchased delivery for Permitted Commercial Purposes. All intellectual property rights of the purchased delivery are hereby assigned to you. “Permitted Commercial Purposes” means any business related use, such as (by way of example) advertising, promotion, creating web pages, integration into product, software or other business related tools etc., and strictly excludes any illegal, immoral or defamatory purpose. This License is subject to Illustrate’s Terms of Service. There is no warranty, express or implied, with the purchase of this delivery, including with respect to fitness for a particular purpose. Neither the Vendor nor Illustrate will be liable for any claims, or incidental, consequential or other damages arising out of this license, the delivery or your use of the delivery.

22. LIMITATION OF LIABILITY: THE CREATIVE VENDOR’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

22.1 Illustrate has obtained insurance cover in respect of its own legal liability for Public and Products Liability claims not exceeding £5,000,000. The limits and exclusions in this clause reflect the insurance cover Illustrate has been able to arrange and the Creative Vendor is responsible for making its own arrangements for the insurance of any excess loss.

22.2 The restrictions on liability in this clause 22 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

22.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

22.4 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

22.4.1 death or personal injury caused by negligence;

22.4.2 fraud or fraudulent misrepresentation; and

22.4.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

22.5 Subject to clause 22.4, each party’s total liability to the other in respect of all breaches of duty occurring within any contract year shall not exceed the cap.

22.6 In clause 22.5:

22.6.1 cap. The cap is the amount of the total charges in the contract year in which the breaches occurred.

22.6.2 contract year. A contract year means a 12 month period commencing with the Commencement Date or any anniversary of it; and

22.6.3 total charges. The total charges means all sums paid by the each party to the other and all sums payable under the Contract in respect of Goods and Services actually supplied by either party.

22.7 This clause 22.7 sets out specific heads of excluded loss and exceptions from them:

22.7.1 Subject to clause 22.4, the types of loss listed in clause 22.7.2 are wholly excluded by the parties.

22.7.2 The following types of loss are wholly excluded:

22.7.2.1 loss of profits;

22.7.2.2 loss of sales or business;

22.7.2.3 loss of agreements or contracts;

22.7.2.4 loss of anticipated savings;

22.7.2.5 loss of use or corruption of software, data or information;

22.7.2.6 loss of or damage to goodwill; and

22.7.2.7 indirect or consequential loss.

22.8 Illustrate has given commitments as to compliance of the Goods and Services with relevant specifications in clause 13. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

22.9 Unless the Creative Vendor notifies Illustrate that it intends to make a claim in respect of an event within the notice period, Illustrate shall have no liability for that event. The notice period for an event shall start on the day on which the Creative Vendor became, or ought reasonably to have become, aware of the event having occurred and shall expire three months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

22.10 In no event will illustrate, its affiliates or their licensors, service providers, employees, agents, officers or directors be liable for damages of any kind, under any legal theory, arising out of or in connection

with your use, or inability to use, the website, any websites linked to it, any content on the website or such other websites or any services or items obtained through the website or such other websites, including any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

22.11 In accepting liability as the limited authorized payment collection agent of the Vendor, Illustrate and its affiliates assume no liability for any acts or omissions of the Vendor.

22.12 The foregoing does not affect any liability which cannot be excluded or limited under applicable law.

22.13 The term “Affiliate” referred to herein, is an entity that, directly or indirectly, controls, or is under the control of, or is under common control with Illustrate, where control means having more than fifty percent (50%) voting stock or other ownership interest or the majority of voting rights of such entity.

22.14 This clause 22 shall survive termination of the Contract.

23. TAX

23.1 A Creative Vendor pays their proportion of costs of sales. Illustrate provides outlets, distribution, merchant services and decoration of products in a store etc. and services to the Creative Vendor. This is the procurement of participating in business activities and associated costs come into the calculation of Creative Vendor return.

23.2 Illustrate charges output tax on the supply of directly comparable consumables such as rent, storage, hosted services, payment gateways etc. to the Creative Vendor, registered Creative Vendors can reclaim VAT in the usual way and non-registered cannot.

23.3 Illustrate finds a location for Creative Vendors to host popup shops, charging output tax on these services to the Vendor.

23.4 Illustrate proportionately distributes these costs using the following calculation:

Costs = (Creative Vendor Revenue / Total Revenue)* appropriate costs.

Appropriate costs include costs that do not contain input tax e.g. insurance, financial services etc. Costs are summed on a category line by line basis. This includes traveling expenses when conducting popup events, but not in general business activity and new perm outlet entry costs.

23.5 Service Buyers may be charged with indirect taxes (such as VAT or GST) depending on their residency, location and any applicable law, in addition to the Venture price shown on the Venture page.

23.6 Service Buyers agree that they are responsible to comply with all tax requirements applicable to them, including but not limited to any obligation to deduct or withhold taxes. It is hereby clarified that all Vendor prices and fees that appear on the Site are the net amounts that will be paid following any direct or indirect taxes, levy, withholding tax and/or deductions.

24. TERMINATION

24.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party not less than six months’ written notice.

24.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

24.2.1 the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;

24.2.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

24.2.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

24.2.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

24.3 Without affecting any other right or remedy available to it, Illustrate may terminate the Contract with immediate effect by giving written notice to the Creative Vendor if:

24.3.1 the Creative Vendor fails to pay any amount due under the Contract on the due date for payment;

24.3.2 there is a change of control of the Creative Vendor;

24.3.3 the Creative Vendor fails to comply with its obligations in respect of the Case System in accordance with clause 13;

24.3.4 the Creative Vendor fails to comply with the delivery and packaging requirements set out in clause 10.3;

24.3.5 the Creative Vendor fails to comply with requirements relating to creating and uploading Content in accordance with clause 15;

24.3.6 the Creative Vendor fails to comply with the listing requirements set out in clauses 5, 6 and 7. 24.3.7 the Creative Vendor fails to comply with the restrictions set out in clause 8.

24.4 Without affecting any other right or remedy available to it, Illustrate may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Creative Vendor and Illustrate if the Creative Vendor fails to pay any amount due under the Contract on the due date for payment, the Creative Vendor becomes subject to any of the events listed in clause 24.2.2 to clause 24.2.4, or Illustrate reasonably believes that the Creative Vendor is about to become subject to any of them.

25. CONSEQUENCES OF TERMINATION

25.1 On termination of the Contract:

25.1.1 the Creative Vendor shall immediately pay to Illustrate any sums due to Illustrate in respect of Services and Goods supplied but for which no invoice has been submitted, Illustrate shall submit an invoice, which shall be payable by the Creative Vendor immediately on receipt;

25.1.2 the Creative Vendor shall return all of Illustrate Goods which have not been fully paid for. If the Creative Vendor fails to do so, then Illustrate may enter the Creative Vendor’s premises and take possession of them. Until they have been returned, the Creative Vendor shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

25.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

25.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

26. FORCE MAJEURE

Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract. If such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event).

27. GENERAL

27.1 Illustrate reserves the right to put any account on hold or permanently disable accounts due to breach of these Terms of Service or due to any illegal or inappropriate use of the Site or services.

27.2 Violation of Illustrate's Terms of Service may get your account disabled permanently.

27.3 Users with disabled accounts will not be able to sell or buy on Illustrate.

27.4 Users who have violated our Terms of Service and had their account disabled may contact our Customer Support team for more information surrounding the violation and status of the account.

27.5 Users have the option to enable account Security features to protect their account from any unauthorized usage.

27.6 Users must be able to verify their account ownership through Customer Support by providing materials that prove ownership of that account.

27.7 Vendors will be able to withdraw their revenues from disabled accounts after a safety period of 90 days following full verification of ownership of the account in question, from the day of the last cleared payment received in their account and subject to Illustrate's approval.

27.8 Disputes should be handled using Illustrate's dispute resolution tools by contacting Illustrate Customer Support.

27.9 Illustrate may make changes to its Terms of Service from time to time. When these changes are made, Illustrate will make a new copy of the terms of service available on this page.

27.10 You understand and agree that if you use Illustrate after the date on which the Terms of Service have changed, Illustrate will treat your use as acceptance of the updated Terms of Service.

27.11 Assignment and other dealings

27.11.1 Illustrate may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

27.11.2 The Creative Vendor shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of Illustrate.

27.12 Notices.

27.12.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:

27.12.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

27.12.1.2 sent by email to the address specified in the Order Confirmation.

27.12.2 Any notice or communication shall be deemed to have been received:

27.12.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and

27.12.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

27.12.2.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 27.12.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

27.12.3 This clause 27.12 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

27.12.4 A notice given under the Contract is not valid if sent by fax.

27.13 Severance.

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 27.13 shall not affect the validity and enforceability of the rest of the Contract.

27.14 Waiver.

A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

27.15 Disclaimer of Warranties.

Your use of the site, its content and any services or items obtained through the website is at your own risk. The site, its content and any services or items obtained through the website are provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied. Neither illustrate nor any person associated with illustrate makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy or availability of the website. The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.

27.16 Automatic Translation.

This service may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties of merchantability, fitness for a particular purpose and non-infringement.

The Site has been translated for your convenience using translation software powered by Google Translate. Reasonable efforts have been made to provide an accurate translation, however, no automated translation is perfect nor is it intended to replace human translators. Translations are provided as a service to users of the website, and are provided "as is". No warranty of any kind, either expressed or implied, is made as to the accuracy, reliability, or correctness of any translations

made from English into any other language. Some content (such as images, videos, Flash, etc.) may not be accurately translated due to the limitations of the translation software.

The official text is the English version of the website. Any discrepancies or differences created in the translation are not binding and have no legal effect for compliance or enforcement purposes. If any questions arise related to the accuracy of the information contained in the translated website, please refer to the English version of the website which is the official version.

27.17 Entire agreement.

27.17.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

27.17.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

27.17.3 Nothing in this clause shall limit or exclude any liability for fraud.

27.18 Third party rights.

27.18.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

27.18.2 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

27.19 Variation.

Except as set out in these Terms, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

27.20 Governing law.

The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

27.21 Jurisdiction.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

Our Terms & Conditions

Contents

1. Interpretation

2. About Illustrate

2.1 Company details.