Teemill® Store Operator Terms of Service

These Teemill Store Operators Terms of Service (these “Terms”) govern all aspects of your establishment and use of a “Teemill Shop” and the associated “Services” as described in Section 1 below.  

  1. Definitions

Agreement

means the agreement between you and Teemill in relation to your use of the Services as governed by these Terms.

Commission

means a sum payable by Teemill to you in the event a Product is sold to a Customer as calculated in accordance with the Commission Calculation.

Commission Calculation

means the Commission calculated in accordance with the Pricing and Commission Terms and clause 7.

Customers

means the customers who purchase Products through the Teemill Shop.

Customer Contract

means the contract between Teemill and the Customer for the purchase of Products through the Teemill Shop.

Data Protection Laws

means the Data Protection Act 1998, the Data Protection Directive (95/46/EC), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and from 25 May 2018, the General Data Protection Regulations (Regulation (EU) 2016/679), and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner’s Office or any other supervisory authority, and the equivalent of any of the foregoing in any relevant jurisdiction.

Design(s)

means the design you upload to the Site which is to be printed on the Merchandise to create the Product.

Developments

shall have the meaning given to it in clause 9.6.

Intellectual Property Rights

means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.        

Licensee

means  the person or entity who has been licensed the right to use the Design(s) and/or User Content in relation to the Products, and the terms of that licence permit that person or entity to sub-licence such rights in accordance with the Sub-Licence Terms.

Licensed Content

means any content offered by Teemill (which may include Teemill’s Marks)  or a third party approved by Teemill  for use and display within the Teemill Shop on Teemill’s Websites or the Site, including but not limited to catalogues, stock images, descriptions, Product specifications.

Mailing Item

means an instruction from you to Teemill to send marketing content to Customers using the Marketing Services.

Marketing Services

means the use of Teemill software to send marketing content, including but not limited to, e-newsletter and postcards monthly for distribution to Customers.

Merchandise

means t-shirts, clothing and other items to which the Design is added to make the Product.

Modifications

means any changes (including improvements).

PayPal

means payment services provided by PayPal (Europe) S.à.r.l. et Cie, S.C.A.

Products

means the product comprising of the  Merchandise and the Design and is sold through the Teemill Shop.

Pricing and Commission Terms

means the terms found here, as updated from time to time. The Pricing and Commission Terms take into account the type of Teemill Shop and the pricing levels that you will have put in effect for your Teemill Shop at the time of sale of the Product.

Site

means the white-labelled website which hosts your Teemill Shop.

Services

means the use of the Site and Teemill Shop during the Term.

Sub-Licence Terms

means terms that enable Teemill to use all or any Intellectual Property Rights in the Design(s) and/or User Content in accordance with the licence you grant as per clauses 9.4 and 9.5 of these Terms.

Taxes

means taxes levies or duties imposed by taxing authorities.

Teemill

means Teemill Tech Ltd, a limited liability company incorporated in England with its registered address at Hooke Hill, Freshwater, Isle of Wight, PO40 9BG with company registration number 7071956 and VAT number 987 8365 41.

Teemill’s Marks

means all trade marks registered by Teemill throughout the world.  

Teemill Website(s)

means all websites owned by Teemill and used in connection with Teemill’s services (including the websites of other Teemill shops), excluding the Site.

Teemill Shop Builder

means tooling enabling you to design and edit your User Content, products and Teemill Shop storefront as provided and amended by Teemill from time to time.

Term

means the date you accept these Terms until the date the Agreement is terminated in accordance with these Terms.

User Account

an online account to enable you to subscribe for and use the Services.

User Content

means any content other than a Design which is uploaded to the Site including but not limited to literary works, artworks, images, slogans, background images, descriptions, animations, videos, audio files, fonts, logos, illustrations, compositions, interfaces, tags, URLs, business trade names, trademarks and logos.

User Information

means information Teemill require from you to enable you to use the Services.

VAT

means Value Added Tax.

you

means you the person or entity who uses the Services for the purposes of your trade, business, craft or profession, and you are not in an individual consumer capacity.

  1. Acceptance of Terms
  1. If you do not agree with and consent to the application of any of these Terms, do not access or otherwise use the Site or the Services. Your use of the Site and or the Services shall be deemed to be your agreement to abide by the Terms. Teemill can change these Terms at any time by posting an updated version of these Terms on Teemill’s Websites. If any modification is unacceptable to you, you must cease using this Site and the Services and provide notice to terminate this Agreement. If you do not cease using the Site and the Services, you will be deemed to have accepted the changes.  
  2. Your acceptance of these Terms constitutes your legal, valid and binding agreement and obligation, enforceable against you in accordance with these Terms.
  1. Services

Teemill shop services

  1. The Services are designed to allow you to easily set up the Site to enable you to use the Teemill Shop to obtain, create, manage and promote Designs and enable Customers to purchase through Teemill a wide range of Products.
  2. As part of the Services, you will be able to configure your Teemill Shop with a range of functionalities that are free of charge. A small number of advanced features are available only for pro account owners. Pro accounts are awarded free of charge to registered charities, whilst individuals or companies can access pro features by subscribing for a monthly fee, the details of which are available here

marketing services

  1. The Marketing Services are designed to allow you to send Mailing Items to Customers.  Where we provide you with these Marketing Services we will agree the fees, invoicing and payment terms with you separately.
  2. You are responsible for the image quality and text.  Teemill will not refund the fee for the Marketing Services as a result of poor image quality, spelling mistakes or other such issues arising from your preparation of the marketing content in a Mailing Item where it does not confirm to the requirement set out in the marketing specification;
  3. The Marketing Services may depend on third party APIs for electronic marketing content that may be rate limited, or in the case of marketing content sent by post, the Royal Mail for the final sortation and delivery, therefore Teemill cannot guarantee the actual delivery date of any Mailing Items.  Time for delivery shall not be of the essence.  Accordingly, Teemill shall not be liable to you or to any other person for failure to deliver Mailing Items within the delivery time specified whether as a result of breach of this clause or otherwise.
  4. Once an instruction is received to issue a Mailing Item it cannot be stopped, undone, edited, refunded or exchanged.
  1. User Account
  1. In order to access and use the Services, you must first register and create a User Account.  
  2. Once you have created a User Account, you may then establish your Teemill Shop by following the set up process provided to you by Teemill.
  3. You agree to keep the log-in credentials of your User Account confidential as you will be solely and fully responsible for all activities that occur under your User Account  and/or Teemill Shops (including for any representations, warranties and undertakings made therein), whether or not specifically authorised by you.
  4. You shall only use your User Account in accordance with these Terms and for the purpose of using the Services.
  1. Customer Obligations

teemill shop services

  1. In order to use the Services you must:
  1. have a PayPal account and an email address linked to that PayPal account, to enable the payment of Commission;
  2. if an individual, be at least eighteen (18) years of age, or of the legal age of majority in your jurisdiction, and possess the legal authority to enter into this Agreement, for yourself or on behalf of the person or entity committed by you to these Terms;
  3. provide Teemill with all true, accurate and up to date information that Teemill requests (including but not limited to User Information) in a timely manner and notify Teemill of any changes to such information within a reasonable time;
  4. have the same country of residence (if an individual) or same country of incorporation (if a company) as set out in the User Information;
  5. ensure that  you own or are the Licensee of all Intellectual Property Rights in the Designs and/or User Content uploaded to the Site and any Modifications to a Design and/or Product and that such Designs and Modifications to Designs do not infringe the Intellectual Property Rights of a third party;
  6. have obtained all consents and permissions required under all applicable data protection laws, regarding the posting, transmission and publication on the Site (including on Designs, User Content or Products)  of any personal information of an individual;
  7. have obtained all consents and permissions required under all applicable laws, regarding the posting, transmission and publication on the Site (including on Designs, User Content or Products) of any image or likeness which relates to a person, entity or property;
  8. agree to  fully comply with all applicable laws, regulations and codes of practice and any other contractual terms which govern your use of the Services (and any related interaction or transaction), including those specific laws applicable to the Customer in any of your geographical locations.
  9. grant Teemill the licence referred to in clause 9.4 of these Terms;
  10. to the fullest extent permitted by law waive any claims against Teemill relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide that you may have in the Designs, Products or User Content;
  11. to the fullest extent permitted by law, procure that where a third party has any moral rights,  artists’ rights, or any other similar rights worldwide, in relation to any Designs, Products or User Content, that that third party waives such rights.
  1. You acknowledge and agree that Teemill:
  1. may file certain documents with UK HMRC as Teemill deem necessary or convenient and in order to comply with applicable law;
  2. are not liable for any consequences to you of any such filing (referred to in the clause 5.2.1 above);
  3. are in no way responsible for collecting, reporting, or remitting any Taxes arising from or relating to your own income relating to Commissions;
  4. have no duty to maintain records for your benefit, including for your tax purposes;
  5. do not provide any legal advice or any recommendation with respect to any laws or requirements applicable to your use of the Site or Services;
  6. own the Site and all rights in relation to the Site (excluding any rights you have in the User Content, Products and Designs).
  1. You warrant that:
  1. there are no outstanding disputes in relation to the Intellectual Property Rights contained in the Designs or User Content;
  2. the Designs and User content do not (or are not likely to) infringe a third party’s Intellectual Property Rights;
  3. your use of the Teemill Shop and Site is for the purpose of your trade, business, craft or profession, and you will not use the Teemill Shop of Site for consumer purposes.

marketing services 

  1. In order to use the Marketing Services you shall:
  1. ensure that each Mailing Item and the marketing content that it electronically conveys to Teemill conforms to the requirements set out in the marketing specification on the Teemill website;  
  2. procure that the contents of all Teemill.com marketing content electronically conveyed to Teemill conform to the advertising laws, including the UK Advertising Codes as published by the Advertising Standards Authority.
  1. Teemill may employ any person as Teemill agent, subcontractor or otherwise in the performance of any of Teemill’s obligations under this Agreement.

  1. You acknowledge that Teemill will hand over Mailing Items sent by post to Royal Mail for final conveyance to the destination address.  

  1. Teemill reserves the right for it, and in relation to Mailing Items sent by post for Royal Mail, to open and inspect Mailing Items to verify compliance with the requirements of relevant law and regulation and this Agreement.

  1. Teemill acknowledge that you may use agents to electronically convey the Mailing Items to Teemill.  If you do so, you remain responsible for any acts and/or omissions of the agent for compliance with this Agreement, in particular the agent’s compliance with the obligations set out in clause 5.  Teemill is entitled to deal with your agent in respect of any Mailing Items that are electronically conveyed by that agent.

  1. You acknowledge and agree that:

the treatment of all Mailing Items sent by post and processed under the Marketing Services pursuant to this Agreement will be the same as in the case of ordinary mailing items posted with Royal Mail and, in particular, Teemill does not keep detailed records of conveyance or delivery of any Mailing Items; and

  1. in the event of loss of or damage to any Mailing Item dealt with by Teemill under this Agreement, Teemill shall, subject to satisfactory proof of such Mailing Item having been accepted by Teemill and lost, pay compensation to you subject to the following:

  1. where Teemill has already handed over the relevant Mailing Item to Royal Mail, the compensation shall be limited to whatever payment Teemill recovers from Royal Mail in relation to that Mailing Item; or

  1. in all other cases, the compensation in respect of the relevant Mailing Item shall be limited to the postage cost of the mailing item.
  1. Terms of use

teemill shop services

  1. You must ensure that all information you upload to the Site (including User Content, User Information  and Designs):
  1. is true, accurate, up to date and not misleading or defamatory;
  2. complies with all applicable laws and regulations, and is in no way unlawful for you to upload to the Site or for it to be displayed display in the country in which you or Customers will access the Site;
  3. is not considered by Teemill (in its sole discretion)  as defamatory, libellous, slanderous, obscene, pornographic, harassing, threatening, incendiary, abusive, discriminatory, racist, offensive, deceptive or fraudulent, or seen to be encouraging or inciting criminal or harmful conduct;
  4. does not violate Teemill’s rights or the rights any third party (including Intellectual Property Rights of Teemill or a third party);
  5. where it relates to a person, entity or brand (including references which show that person, entity or brand is a disparaging manner), is only uploaded if that person, entity or brand has provided their prior explicit consent for you to do so.
  1. When using the Services (including the Site and Teemill Shop) you must not:
  1. copy, modify, create derivative works of, download, adapt, reverse engineer, emulate, migrate to another service, translate, compile, decompile or disassemble the any content on the Site or provided as part of the Services (whether this be from Teemill or a third party);
  2. use any “robot”, “spider” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Services (or its data), or in any way reproduce or circumvent the navigational structure or presentation of any of the Services to obtain or attempt to obtain any materials, data, documents, services or other information through any means not purposely made available through the Services;
  3. act in a manner which might be perceived as damaging to Teemill’s reputation and goodwill or which may bring Teemill’s reputation into disrepute or harm;
  4. bid for or purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Teemill Marks and/or variations and misspellings thereof;
  5. disable, circumvent, bypass or otherwise avoid any measures used to prevent or restrict access to the Services, Teemill Shop, the account of other users, or any other systems or networks connected to the Services, by hacking, password mining, or other illegitimate or prohibited means;
  6. probe, scan, or test the vulnerability of the Services or any network connected to the Services;
  7. disrupt or interfere with the any other user's use of the Site or any Teemill Website, or otherwise abuse the Site, or any services, security, system resources, accounts, servers, or networks connected to or accessible through the Site or affiliated or linked websites;
  8. upload to the Services, the Site and/or Teemill Shop or otherwise use them to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, trojan horse, time bomb, web bug, spyware, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications;
  9. use equipment, or any other actually or potentially harmful, disruptive, or invasive code or component whist using the Services;
  10. reproduce, duplicate, copy, sell, resell, publish or exploit for other commercial purposes, or make use of the Services, the Site, Teemill’s Mark or the Licenced Content, on any media, forum, network, system or site other than expressly set out in these Terms unless Teemill expressly agrees otherwise;
  11. frame, ‘deep link’, ‘page scrape’, mirror and/or create a browser or border environment around any of the Services, Licensed Content, Teemill Sites or the Site;
  12. impersonate any person or entity or provide false information on the Services and/or Teemill Shop, whether directly or indirectly, or otherwise perform any manipulation in order to disguise your identity or the origin of any message or transmittal you send to Teemill and/or any Customers.
  13. falsely state or otherwise misrepresent your affiliation with any person or entity, or falsely express or imply that Teemill or any third party endorses you, your Teemill Shop, your business, your products, or any statement you make;
  14. reverse look-up, trace, or seek to trace another user of the Services, access or attempt to access another user's User Account, or otherwise interfere with or violate any other user’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Services and/or Teemill Shop without their express and informed consent;
  15. take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or Teemill’s systems or networks connected to the Services, or otherwise interfere with or disrupt the operation of any of the Services, or the servers or networks that host them or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;
  16. use any of the Services and/or Teemill Shop in connection with any form of spam, unsolicited mail, fraud, scam, phishing, chain letters, pyramid schemes or similar conduct, or otherwise engage in unethical marketing or advertising;
  17. use the Services to harm children in any way, including, but not limited to, uploading content to the Site that is or includes child pornography, child sexual exploitation and depicts children engaged in sexual conduct or otherwise infringes any applicable laws or regulations protecting children;
  18. remove or alter any copyright notices, watermarks, restrictions and signs indicating proprietary rights of Teemill or any of Teemill’s users or licensors in the Licenced Content.
  1. Commission
  1. For each completed sale of a Product to a Customer, you will receive a Commission.
  2. If a Customer requests a return, refund, cancels an order, or if payment is later cancelled or not processed for any reason, then the Commission you earned is cancelled (if not yet paid to you), or set off against later-earned Commissions (if already paid out).
  3. You will qualify for Commission 30 days after the date the Product is sold to a Customer (unless Teemill expressly agrees otherwise) (“Commission Qualification”).
  4. Providing Teemill does not withhold payment of Commission in accordance with clause 7, Commission will become payable by Teemill to you at the end of the calendar month in which the Commission Qualification occurred.
  5. Teemill will make Commission payments via Paypal auto payments.
  6. All Commissions shall be payable in Sterling, except as specifically stated otherwise in writing by Teemill.
  7. Details of Commissions earned will be available on the Teemill Shop Builder.
  8. The Commission you may earn is calculated in accordance with the Pricing and Commission Terms applicable at the time of sale of the Product.
  9. Teemill has the right at any time and at Teemill’s sole discretion to change the Pricing Commission Terms. For such changes that are neutral or beneficial to you, Teemill may make such changes without notice. For such changes that may commercially impact you, Teemill will provide a minimum of 30 calendar days’ notice before implementing the same and during such period you may terminate this Agreement without incurring liability for so doing.
  10. All Product pricing is inclusive of VAT. The Commissions Teemill pay you are then automatically calculated to remove and exclude VAT, regardless of whether VAT is or is not actually payable. If you are VAT registered, you may then claim any VAT due on such Commissions by following the process described in the Teemill FAQ.
  11. Except in respect of VAT as provided in Section 7.10, all Commissions are exclusive of all Taxes, and you shall be responsible for payment of all applicable Taxes relating to your receipt of Commissions and use of the Services, or to any payments or purchases made by you. If Teemill are obligated to collect or pay Taxes for the Commissions payable by you, and whether or not such Taxes were added and collected from you for previous transactions, Teemill may deduct the value of such Taxes from future Commission payments or other amounts owed to you.
  1. Indemnity
  1. You agree to defend, indemnify and hold harmless Teemill, its officers, directors, shareholders, employees, affiliates and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses including but not limited to reasonable lawyers / attorney's fees, expert witness fees, and costs of litigation arising out of or based on: (a) your violation of any term of these Terms; (b) your violation of any third party right, including any copyright, property, or privacy right, resulting from your User Website or User Content and/or your use of the Services; (c) your User Content and/or use of the Services; (d) any claim brought by a third party in relation to your non-compliance with these Terms.
  2. In relation to the Marketing Services you agree to defend, indemnify and hold harmless Teemill and/or Royal Mail and/or any third party API providers against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses including but not limited to reasonable lawyers / attorney's fees, expert witness fees, and costs of litigation suffered or incurred by Teemill and/or Royal Mail and/or any third party API providers in respect of any and all matters arising out of, or in connection with any breach by you.
  1. Intellectual Property Rights
  1. All Intellectual Property Rights relating to the Licensed Content and Teemill’s Marks, whether registered or unregistered, made available to you for use in connection with the Services, are and shall remain the sole and exclusive property of Teemill (or where the Licenced Content is owned by a third party, that third party) and nothing in these Terms constitutes an assignment or waiver of Teemill’s Intellectual Property Rights.
  2. Subject to your full compliance with these Terms, Teemill hereby grants you, upon creating your User Account and for the duration of this Agreement, a non-exclusive, non-transferable, non-sub licensable, fully revocable, limited license to use the Intellectual Property Rights contained in the Services and Licensed Content, solely for the purpose of generating and displaying your Teemill Shop to Customers and offering your User Content as expressly permitted under these Terms and in accordance with the terms of use set out in clause 6. Teemill reserves the right to amend or terminate this license at any time. Notwithstanding this clause 9.2, your use of Teemill Marks and trade dress may not be used by you where such use is likely to cause confusion among Customers, or in any manner that disparages or discredits Teemill.
  3. All Intellectual Property Rights relating to the User Information, User Content and Designs whether registered or unregistered, made available by you to Teemill shall remain your sole and exclusive property.
  4. You grant Teemill a  perpetual, royalty-free, worldwide, non-exclusive, transferable and sub-licensable (see 9.5) right and license to copy, reproduce, modify, display, translate, transfer, implement, exploit, sell, distribute, communicate to the public and otherwise use such User Content and Designs (in whole or in part and including associated information such as tags) as needed by Teemill to: (a) perform the Services (including but not limited to selling Products), and (b) conduct any promotional activity or adverts, on social media or public displays to promote your Teemill Shop, your products and/or Teemill in general.
  5. Teemill may sub-licence any rights to User Content or in the Designs, to Customers through selling a Product (i.e. In other words, you give us permission to sell your design via your Teemill store. N.B. It does not mean we will take and sell your design to other people, see clause 9.3). Nothing in this Agreement or the expiry or termination of this Agreement for any reason shall affect the rights of Customers to use any Product including User Content or Designs acquired through purchasing a Product (save in case of infringement by a Product of third party rights).
  6. Any notes, messages, e-mails, postings, letters, ideas, suggestions, concepts, feedback or other written materials which you submit or communicate to Teemill in relation to the Services and or User Content (excluding the User Content itself) (“Developments”) shall be the sole and exclusive property of Teemill and you hereby assigns to Teemill, with full title guarantee by way of present assignment of future rights and free from all third party rights, all such Intellectual Property Rights contained in any Developments and explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide in or to such Developments.  
  7. In the event that you are unable to remove User content from the site using the Teemill Shop builder where you require Teemill to remove any User Content used on the Site, Teemill’s Sites or otherwise in accordance with Teemill’s right to display User Content for promotional activity or adverts, you must notify hello@Teemill.com. Where Teemill agrees to such request, Teemill will remove such content, as soon as is reasonably practicable and will not be liable to you for any loss you suffer as a result on Teemill’s continued use.
  8. You agree that you do not have and will not acquire, through use of the Site or Services, any ownership, interest, or other rights in the URLs provided by Teemill, any designs or interfaces implemented by Teemill which you use or request, or any rank or placement on search results generally (for example, as a result of search-engine optimisation efforts by you).
  9. If you believe that your User Content or Designs have been copied or otherwise used in a way that constitutes infringement of your rights, you are required to address such issues directly with the person you believe to be responsible. You may notify Teemill of such potential infringement and, if so, Teemill may work to assist you in resolving any potential disputes. To do so, please complete and provide Teemill with the information requested at teemill.com/legal.
  10. In accordance with clause 8 you shall indemnify Teemill against all damages, losses, expenses, penalties and claims arising as a result of any action or claim that the User Content and or Designs infringe the Intellectual Property Rights of a third party.
  11. If Teemill receive any notice or claim regarding any infringement of any third party right related to your User Content or Designs, Teemill may at Teemill’s sole discretion suspend the Teemill Shop and your User Account, and/ or remove any of your User Content form the Site.
  12. Where a third party alleges that the User Content and/or Designs and/or Product infringes their rights (“Third Party Infringement”), you must:
  1. immediately inform Teemill in writing of such claim;
  2. make no admission or settlements without Teemill’s prior written consent;
  3. provide all necessary assistance and information that Teemill may require; and
  4. allow Teemill complete control over the litigation and settlement of any claim.
  1. Teemill’s Rights
  1. Teemill has the right to prevent you from uploading a Design to the Site for any reason.
  2. Teemill may remove User Content, Teemill Shops or parts thereof, or any other functionality of the Site and Service at any time at its sole discretion for any reason, with or without notice to you, and Teemill is not liable to you for such acts or their consequences, even if foreseeable and even if Teemill specifically advised of them in advance.
  3. Teemill has the right to suspend (whether immediately or upon providing notice) the Site and/or Services including suspending access to your User Account and hosting of the Services where:
  1. you fail or Teemill suspects you have failed to adhere to the provisions set out in clauses 5 and/or 6;
  2. where Teemill need to conduct maintenance of the Site; or
  3. you commit a material breach of this Agreement.
  1. In the event that Teemill suspend the provision of the Services and/or Site in accordance with clause 10.3, Teemill shall not be liable for any loss you suffer as a result of such suspension.
  2. Teemill may, at its sole discretion (without no obligation to do so), screen, monitor and/or edit any Teemill Shop and/or User Content, at any time and for any reason, with or without notice.
  1. Termination
  1. Either party may terminate this Agreement at any point by providing the other party notice in writing.
  1. Consequences on termination
  1. Upon termination of this Agreement the following shall apply:
  1. access by Customers to the Site and Teemill Shop shall be immediately suspended at Teemill’s convenience;
  2. all orders for Products submitted prior to termination but not completed at the point of termination, may at Teemill’s discretion either continue to be processed by Teemill and Commission will be calculated in accordance with clause 7, or the orders cancelled and refunded resulting in no commission.
  3. Teemill will calculate all outstanding Commission payable once all orders for Products in accordance with clause 12.1.2 have been completed, and then apply any set off applicable. The final balance shall be calculated, and Teemill will pay such final balance to you 30 days following the Commission Qualification of the final Products sold.
  1. You agree that Teemill shall not be liable to you or any third party for any termination of the Services or your access to the Site.
  1. Liability
  1. Teemill does not guarantee or otherwise assure the back up of your User Content or Designs, and will not be liable for any loss or destruction of such User Content or Designs during the provision of the Services.
  2. Nothing in these Terms shall limit or exclude either party’s liability for:
  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation; or
  3. any other liability which cannot be excluded by law.
  1. Subject to clause 13.2, Teemill shall not be liable to you whether in contract, tort (including negligence), for breach of statutory duty, or otherwise arising under on in connection with the Agreement for loss of profits, loss of sales of business (including business opportunity), loss of agreements, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill and any indirect or consequential loss.
  2. The terms implied by sections 3 to 5 of the Supply of Good and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Agreement.
  3. Subject to clauses 13.2 and 13.2, Teemill’s total liability to you, whether in contract, tort (including negligence) breach of statutory duty, or otherwise arising under or in connection with this Agreement shall be limited to the Commission paid to you in the 12 month period prior to the date the liability arose.
  4. Teemill operates as a platform and has no liability for any User Content or other third party content posted to or hosted on the Site or Teemill Websites.
  5. Teemill has no obligation to back up or support any User Content or Designs.
  6. In the event a Product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information received from Teemill’s partners, Teemill will not be responsible to you for any loss you suffer as a result of such error.
  7. Teemill excludes all liability for:
  1. errors, mistakes, or inaccuracies of or in any Licensed Content;
  2. any unauthorised access to or use of Teemill’s servers and/or any personal information and/or other information stored therein;
  3. any loss of use of, including any interruption or cessation of transmission to or from, the Site or the Services; and/or
  4. the use or display of any Licensed Content or User Content posted, emailed, transmitted, or otherwise made available via the Services.
  1. You acknowledge and agree that these limitations of liability are agreed allocations of risk constituting in part the consideration for the Services to you, and such limitations will apply even if Teemill has been advised of the possibility of such liabilities.
  2. You expressly agree that you bear all risk and liability associated with (and that Teemill has no responsibility for any damages suffered by you regarding) your use of the Site (including all content, data or software distributed by, downloaded or accessed from or through the Site) or the Services (including your business affairs and arrangements with your Customers and other third parties), and to waive any claims against Teemill and its affiliates, contractors, agents and employees for losses, damages and injuries which are based on or relate to the same.
  3. Teemill shall not be liable to you or to any other person (whether in contract, tort (including negligence or breach of statutory duty) or otherwise) for any loss of or damage to any Mailing Item dealt with by Teemill as part of the Marketing Services or for any delay in delivery.
  1. Data Protection
  1. You will adhere to all Data Protection Laws, and indemnify Teemill for any loss it suffers as a result of your failure to adhere to the provisions in this clause 14.1.
  2. You acknowledge that for the purposes of Data Protection Laws Teemill are the data controller of all personal data processed in relation to a Customer.
  3. If you provide any Customer data to Teemill, you represent, warrant and undertake that you have obtained and processed such data in accordance with all Data Protection Laws, and have all necessary consents to provide it to Teemill for all required purposes.
  4. In order to deliver the Services Teemill will be required to collect and process your or your employees personal data.  By using the Services you expressly consent to Teemill’s disclosure and use of your personal data (and the personal data you provide) and you procure your employees agree to such use of their personal data in accordance with Teemill’s Privacy Policy (https://teemill.com/privacy-policy/).
  5. You understand that the technical processing and operation of the Site and Services, including User Content and Designs, may involve:
  1. transmissions over various networks;  and
  2. changes to conform and adapt to technical requirements of connection networks or devices.
  1. Teemill may use User Content and or Designs to perform case studies on the Services, and use User Content and/or Designs to market the Services.
  1. Developments
  1. Where you provide Teemill with any information which amounts to a Development. You warrant that such information is accurate, complete, and does not infringe on any third party rights.
  2. In providing Developments, you will not use a false e-mail address, pretend to be someone other than yourself or otherwise attempt to mislead Teemill or third parties as to the origin of any Development. Teemill may, but shall not be obligated to, remove or edit any Developments (including comments or reviews) for any reason.
  1. Links
  1. You may publish (link to) your Teemill Shop via your own website and via social media. In that case, your Teemill Shop is published via an electronic reference which you embed in your website and which refers to your Teemill Shop.
  2. Where the Site and Teemill Websites contain links to other websites or resources, you acknowledge that Teemill has no control of such sites and resources and agree that Teemill is not responsible for the availability of such sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources or the policies of such sites and resources, including their processing of personal data, which may differ from Teemill’s policies. Teemill is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource or in general any dealings with any third parties.
  1. Change of Control
  1. Teemill may change, suspend or terminate any of the Services (or any features thereof, or prices applicable thereto including the Teemill Shop Builder, shop offerings, product offerings, guidelines, base product prices, general pricing, availability, business operations, and order processing), and/or change any of the provisions of these Terms at any time and in any manner.
  2. Any changes will become effective upon notice to you (and in any event, not in a retroactive manner – except as required otherwise by law). Your continued use of the Services is deemed to signify your acceptance of such changes.
  3. Should you object to any provisions in these Terms or any changes to them or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue your use of the Services and/or terminate your account.
  1. Survival
  1. Each provision of these Terms which pertains to or is needed to address issues, matters, disputes or events and circumstances following the termination of your User Account, the Services or these Terms shall survive any such termination and exclusively govern resolution of the same, including but not limited to the provisions pertaining to proprietary rights, exclusion of warranties, limitations of liability, risk and indemnity.
  1. Exclusion of Warranties
  1. Teemill  provides the Services on an “As Is”, “with all faults” and “As Available” basis and does not undertake, represent or warrant that the Site and Services or their use:
  1. will be uninterrupted, timely, safe, or secure;
  2. will be free of inaccuracies, errors, or vulnerabilities;
  3. will meet your expectations or requirements, or
  4. will operate in the configuration or with the hardware or software you use.
  1. Teemill also does not warrant that:
  1. defects, if any, will be corrected;
  2. there will not be any unauthorised access to or use of Teemill’s secure servers and/or any and all personal information and/or financial information stored therein;
  3. confidentiality of information transmitted through the Site will be maintained; or
  4. Teemill will prevent the transmission by third parties of any bugs, viruses, trojan horses, or the like through the Site or Services.
  1. Teemill hereby excludes any and all express or implied warranties, including without limitation, warranties of fitness for a particular purpose, satisfactory quality, compliance with descriptions not contained in these Terms or on the Site, and non-infringement to the fullest extent of the law, except to the extent that these Terms provides otherwise.
  2. You acknowledge that Teemill does not control or endorse in any respect any information, products, or services offered by third parties on or through the Site.
  3. Except as otherwise agreed in writing, Teemill assumes no responsibility for and makes no warranty or representation as to the accuracy, currency, completeness, reliability or usefulness of content or products distributed or made available by third parties through the Site.
  4. No advice or information, whether oral or written, obtained by you from Teemill or through or from the Site or Services shall create any warranty or obligation not expressly stated in these Terms.
  5. Teemill does not warrant or guarantee that the Licenced Content will always be available, accurate, or up-to-date.
  6. Teemill’s acceptance and/or continued hosting of your User Content submission does not imply or entail any endorsements or approval by Teemill of the same, notwithstanding any actual review or written acceptance by Teemill as part of the Services. Specifically, Teemill are not to be considered a “publisher”, “sponsor” or “endorser” of your User Content, and will not be liable for any use of the same by you or anyone else.
  7. Teemill does not endorse any entity, product or service (including any third party services) mentioned or advertised on or made available via the Services.
  8. Some aspects of the Services are still in BETA, and may contain bugs or experience interruptions. Teemill make no warranties regarding the Services, including their quality, reliability, security, compatibility and conditions.
  9. Due to normal changes in Teemill’s industry and in Teemill’s technical production processes, Teemill may deviate from the descriptions and information found in Teemill’s brochures, catalogues, and other documents with respect to product material, colour, weight, measurements, design, or other such features. Furthermore, the information and product listings on the Teemill Website’s may contain typographical errors or inaccuracies and may not be complete or current. Teemill therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice (including after you or a Customer has submitted an order). Please note that such errors, inaccuracies or omissions may relate to product description, pricing and availability. Teemill also reserves the right to limit or restrict quantities of products (including after you or a Customer has submitted an order) for any reason.
  10. The Site and Teemill Websites will be accessible and products may be delivered worldwide to the countries listed here. Teemill has the need and right to amend this list for any reason at its sole discretion at any time and without notice, including retroactively.
  11. Teemill may translate the Site into languages other than English. We make no representation or guarantee as to the accuracy or cultural suitability of any such translation.
  12. You understand and agree that you will be solely responsible for any damage to your business or your computer system or any loss of data that results from your actions and your use of the Site and Service.
  1. Customer contracts
  1. For purposes of all Teemill Shop and Product sales transactions, Customers purchasing Products in your Teemill Shops are direct and exclusive Customers of Teemill.
  2. Customer contracts are subject to Teemill's Shipping and Return Policy detailed here. Teemill reserve the right to cancel any order for any Product that for any reason whatsoever, including orders that may violate the Intellectual Property Rights of a third will party and notify the Customer that their order has been cancelled.
  3. Teemill is solely responsible to the Customer for all Customer orders, Customer service, and related matters.
  4. Teemill may reject any orders which do not meet its requirements, and may reject orders from Customers who in its sole opinion may not be credit-worthy or show as being a credit risk.
  1. Force Majeure
  1. Teemill will not be liable or responsible for any failure to perform, or delay in performance of, any of Teemill’s obligations under this Agreement that are caused by events outside Teemill’s reasonable control ("Force Majeure Event"). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond Teemill’s reasonable control and includes in particular (without limitation) the following: (a) strikes, lock-outs or other industrial action, (b) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, (c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, (d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport, (e) impossibility of the use of public or private telecommunications networks, (f) the acts, decrees, legislation, regulations or restrictions of any government, (g) failure or interruption of connectivity to the internet.
  1. Relationships
  1. The relationship between Customers and Teemill is independent of any possible relationships and contracts between you and the Customer.
  2. Accepting these Terms and using the Services does not form a partnership, joint venture, agency, distributorship or other legal, fiduciary or special business relationship between you, Customers and us. Nothing in these Terms is intended to create of any kind of arrangement between the parties that would impose liability upon one party for the act or failure to act of the other party, or to authorise either party to act as agent for the other. Except where otherwise expressly provided in these Terms neither party shall have authority to make representations, act in the name or on behalf of, or otherwise to bind the other.
  1.  Assignment and sub-contracting
  1. Teemill may sub-contract and/or assign its rights and/or obligations hereunder and/or transfer ownership rights and title in the Services and/or Licensed Content to a third party without your consent or prior notice to you. This Agreement will inure to the benefit of Teemill’s successors, assigns and licensees.
  2. You may not assign or transfer any of your rights and obligations hereunder without the prior written consent of Teemill.
  1. Severability, Waiver
  1. If any provision of these Terms is deemed by a court of competent jurisdiction to be invalid, unlawful, void, or for any reason unenforceable, then such provision shall be deemed severable and will not affect the validity and enforceability of the remaining provisions. No waiver of any breach or default of any of these Terms shall be deemed to be a waiver of any preceding or subsequent breach or default.
  1. Third Party Rights
  1. This Agreement is not intended to confer any rights or remedies upon any person(s) other than the parties. No person who is not party to these terms and conditions or a Contract shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
  1. Entire Agreement
  1. These Terms constitute the whole and entire agreement between the parties and governing the subject matter of these Terms, and supersede all previous discussions, correspondence, negotiations, previous arrangements, understandings or agreements, whether written or oral, between the parties relating hereto.
  1. NOTICES
  1. Any notice or other communication given to a party under or in connection with the Agreement shall be in writing and shall be 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 sent by fax to its main fax number or sent by email to Teemill at its registered office, or you at the address specified in the User Information.
  1. Any notice or other communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; 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; or, if sent by fax or email, at 9.00 am on the next business day after transmission.
  1. Governing Law AND JURISDICTION
  1. These Terms, the rights and remedies provided hereunder, and any and all claims and disputes related hereto and/or to the Services, their interpretation, or the breach, termination or validity thereof, the relationships which result from or pursuant to these Terms, or any related transaction or purchase, shall be governed by, construed under and enforced in all respects solely and exclusively in accordance with the laws of England and Wales, without respect to its conflict of laws principles.
  2. The parties hereby submit to the exclusive jurisdiction of the courts of England, in relation to any dispute arising out of or in connection with these Terms, provided that Teemill may seek injunctive or other appropriate relief in any country or region if you have violated or threatened to violate the intellectual property rights of Teemill or a third party, or any term of any agreement you have with Teemill.
  1. contact details 
  1. Teemill can be contacted by email at hello@Teemill.com or by telephone at +44 1983 409 790.