Terms & Conditions

Terms and Conditions 

1. Definitions 

1.1 In these Terms and Conditions the following words shall have the following meanings:

 "Miratis" means Miratis Limited (a company incorporated and registered in England and Wales with company number Company Number: 7367362 and VAT Number: 100 6300 89 having our registered office at 145-157 St John Street, London, EC1V 4PY, UK. 

"Miratis Website" means the Miratis website whose worldwide web address is http://www.miratis.com or such other website address that Miratis, at its discretion, selects as a replacement.

 “Designer-Maker” means the person who appears on Miratis for the provision to it of the Service

"Purchaser” means any person(s), firm, company or other entity who enters into any transaction to purchases Product(s) from the Designer-Maker by means of this Service.

“Gallery” is the website area used by Designer-Maker’s to upload images of their products, details and other information in order to trade using the Miratis website

" Commission Fee" means the fee to be paid by a Designer-Maker in respect of all sales of made through the Miratis website;

"Subscription Fee" means the fee to be paid by a Designer-Maker to parcticipate on the Miratis website

"Conditions" means these terms and conditions, including the Schedules and Policies referred to in it, or any changes of it or them brought into effect from time to time.

"Administration Area" means the content management system provided by Miratis to each Designer-Maker for management by the Designer-Maker of its “Gallery” and associated orders and transactions;

 

2. The Agreement

2.1. A Contract will be formed between Miratis and a prospective Designer-Maker only when the Designer-Maker has completed the application process by registering through the website and Miratis accepts the written request for Service and provides the Designer-Maker with log-in and password details.

2.2 It shall be entirely at the discretion of Miratis whether or not to enter into a Contract with a Designer-Maker.  Designer makers are expected to only sell their product online through Miratis, however, discretion may be applied on a cases by case basis to e notified by Miratis on a case by case basis

2.3 The Designer-Maker shall remain in Contract with Miratis until either party notifies the other in writing with at least 30 working days of termination of the Contract. 

2.4 Subject to any amendment brought into effect in accordance with Clause 2.5 below, the Contract will be subject to the Conditions set out in these terms & conditions.

2.5 Miratis shall be entitled to update and amend from time to time the Conditions, the Charges and the Policies or all or any of them (a) either by sending amended versions of them to Designer-Makers by e-mail or by mail, or (b) by posting amended versions of them on the Miratis Website.

3. Provision of the service

3.1 Once an application has been received from the Designer-Maker which Miratis accepts, Miratis will:

3.1.1 provide a password so that the Designer-Maker may access their Administration Area and construct a Gallery and subsequently update the Gallery;

3.1.2 provide the Service with reasonable skill and care;

3.1.3 use reasonable efforts to restore any faults in the Service as soon as reasonably practicable, it being understood by all parties that there is a risk that electronic communications such as email may not reach their intended destination or may do so much later than intended for reasons outside Miratis's control, and that it is not possible to provide the Service free of fault at all times.

4. Designer-Maker's obligations 

4.1 The Designer-Maker agrees to the following:

4.1.1 to establish and maintain access to the World Wide Web at their own cost, including a computer and modem or other access device;

4.1.2 to ensure that at all times all computer hardware and software it uses to access Miratis.com is equipped and functions with up-to-date software, up-to-date internet browser software and up-to-date protection against Viruses;

4.1.3 to ensure that information supplied electronically to Miratis and to the Miratis Website is submitted free from Viruses;

4.1.4 to ensure that all Designer-Maker Information provided about itself and the Products it wishes to promote through the Miratis website is true, accurate, current and complete and to update the information contained within the Administration Area promptly with any changes to such information;

4.1.5 to comply at all times with Miratis's current Policies;

4.1.6 to ensure the Gallery page conforms with Miratis’ presentation guides, including the Photography Guide in effect from time to time;

4.1.7 The Designer-Maker shall comply with Miratis’s reasonable instructions from time to time concerning the Gallery Area and any failure to maintain suitably high standards of page presentation may result in the Gallery being disabled;

4.1.8 not to include within the Member's Gallery any direct or indirect link to other websites including the Designer-Maker's own website;

4.1.9 to fully acknowledge the copyright and all other intellectual property rights in the website are vested exclusively in Miratis Ltd and nothing in this Agreement shall be deemed to vest any rights in the website in the Designer-Maker.

4.1.10 to ensure that all Designer-Maker technical and administration systems relating to Miratis, including the running of the Gallery, the dispatch of goods, be maintained effectively for the duration of contract in accordance with, but not limited to, the Service Level Policy set out in Schedule 3;

4.1.11 to ensure that up to date business bank account details are provided to Miratis in order that payment may be made to the Designer-Maker in respect of product sold through the Miratis website.

4.1.12  to use the Miratis name, logo or branding on any promotional material, packaging or elsewhere, whether in hard or electronic format, in accordance with the express prior written consent of Miratis;

4.1.13 to permit Miratis to access and use any content that appears on the Designer-Maker's Gallery or other promotional material in Miratis's own editorial content or promotional activity relating to the Designer-Maker, its business and products;

4.1.14 to permit and cooperate with all activities undertaken by Miratis to promote, sell or market the Designer -Makers products;

4.1.15 to ensure that all Intellectual Property in the data, photographs and/or other materials are owned by the Designer -Maker to enable Miratis to use these on the website;

4.1.16 to ensure that all items offered for sale by the Designer- Maker are not copies of any other brand, designer or manufacturer;

4.1.17 the Designer Maker undertakes to make every effort to not replicate the original ideas, imagery and copywriting of other Designer-Makers;

4.2 the Designer-Maker agrees and undertakes with Miratis that none of its Designer-Maker Information nor any of the Designer-Maker's activities or use of the Miratis Website will:

(a) be false, inaccurate or misleading;

(b) be offensive, indecent, obscene, pornographic, menacing, abusive, defamatory or in poor taste;

(c) be in breach of copyright, confidence, privacy or any other rights and, in particular, will not infringe any third party's Intellectual Property Rights, trade secrets or other proprietary rights or rights of publicity or privacy;

(d) be fraudulent or involve the sale of counterfeit or stolen items;

(e) be in breach of any applicable laws or regulations;

(f) create, or be likely to create, liability for Miratis or cause Miratis to lose (in whole or in part) the services of its internet service.

4.3 The Designer Maker hereby acknowledges that Miratis:

(a) has entire discretion whether to invite or select prospective Designer-Makers to use the Service;

(b) may terminate the Service with a Designer-Maker without reason, entirely at it’s sole discretion;

(c) has complete discretion as to the look, feel and content of the Miratis Website (including without limitation all Galleries) and Miratis reserves the right to remove any Product from the Website at its sole discretion;

 (d) has no responsibility for the formation and performance of any contract concluded between the Designer-Maker and any Purchaser of products from it, except in relation to the obligations of Miratis under clause 6 of this Agreement;

(e) has no responsibility for the provision, support and maintenance of any of the Designer-Maker's hardware or software used to provide the Designer-Maker with access to the internet or the Miratis Website, the responsibility for which shall remain exclusively with the Designer-Maker.

4.4 It is the Designer-Maker’s responsibility to check the Miratis Website on a regular basis to make and keep itself updated and notified of any changes made by Miratis to the Conditions, the Charges and the Policies.

4.5 The Designer-Maker shall comply with all relevant standards, regulations and other legal requirements concerning the manufacture, packaging and delivery of the products it sells.

4.6 All products sold by the Designer-Maker shall be packaged using Miratis’s dedicated and specified packaging.  The products shall be marked in accordance with any applicable regulations and properly packed and secured so as to reach their destination in an undamaged condition. Where necessary, appropriate instructions shall be included to ensure the safe use of the Products.  Should any Product(s) sold by the Designer-Maker be of a type that requires certification or CE marking the Designer-Maker shall inform Miratis and shall ensure that the Product(s) in question comply with any such requirements and are certified or marked as appropriate.

4.7 If any claim is made against Miratis arising out of or in connection with any defect in the Products or any failure by the Designer-Maker to ensure that the Products are appropriately marked or certified in accordance with applicable British or European standards, the Designer-Maker shall indemnify Miratis against all liabilities, costs, expenses, damages and losses.

5. Data protection 

5.1 The Designer-Maker:

5.1.1 agrees to keep the access password to its Administration Area secure and confidential;

5.1.2 shall inform Miratis immediately if there is any reason to believe that a password has become known to someone not authorised to use it;

5.1.3 shall inform Miratis immediately if the Designer-Maker forgets or loses a password and must satisfy such security checks as Miratis may operate.

5.2 Miratis reserves the right:

5.2.1 to suspend access to the Service if at any time Miratis considers that there is or is likely to be a breach of security, in which event Miratis will notify the Designer-Maker of the suspension and any steps to be taken by it as soon as reasonably practicable;

5.2.2 to require the Designer-Maker to change any or all of the passwords used by the Designer-Maker in connection with the provision of the Service and access to the Gallery, in which event Miratis will notify the Designer-Maker of the requirement to change passwords and any steps to be taken by it as soon as reasonably practicable.

6. Delivery, charges and payment terms

6.1 By listing a product on the Site for sale, Designer-Maker agree to pay the fees as set out by Miratis Ltd in Schedule 2 attached and Designer-Maker authorise Miratis to deduct the amount from the funds owed to Designer-Maker from Designer-Makerr completed sales.

6.2 Payment for goods and/or services on the Miratis Website shall be made directly by a customer to Miratis. The Designer-Maker must daily check their designated email account for alerts of new orders.

6.3 The Miratis website automatically notifies the Designer-Maker by email of orders awaiting acceptance by the Designer-Maker, but Miratis does not warrant the reliability of email communications, reference clause 3.1.5. 

6.4 Following receipt of such notification the Designer-Maker shall confirm dispatch of each order through their Administration Area.  This notification shall include the expected delivery date in accordance with the “delivered within” date as indicated on the product description by the Designer- Maker.

6.5 Miratis shall pay the Designer-Maker for the relevant transaction less the Commission Fee, currently set at 25%, 15-21 days in arrears after the customer has received the item on all orders confirmed through the Administration Area.  Miratis may retain a portion of the payment due to the Designer-Maker in order to meet the cost of packaging, as agreed with the Designer-maker in advance.

6.6 The Designer-Maker shall provide to Miratis all banking details and provide any other information as may be required by Miratis in order to make such payment. The Designer-Maker shall ensure that such bank details are kept up to date and shall immediately notify Miratis of any changes. The Designer-Maker shall be responsible for paying any banking charges or other administrative expenses incurred by Miratis as a result of any inaccuracies in the bank details notified to Miratis.

6.6(i) In the event of an overpayment by Miratis to the Designer-Maker, it is agreed by the Designer-Maker to recify any such error within 30 days of any such error being confirmed.  Equally, Miratis agrees to repay the Designer-maker an amount equal to any error made, should any error be identified within 30 days.

6.6 (ii)  The item is the Designer's responsibility until it has been received by the customer (and this can be verified).  Designers are advised to insure the full cost of the item and to ensure that it/ they are properly packaged as any loss or breakages are the sole rsponsibility and are to be met by the Designer-Maker.

6.6 (iii) 50% of the payment made by customers for gift wrapping will be paid to the Designer-Maker, unless boxes are supplied by Miratis in which case 100% of the gift wrapping payment will be retained by Miratis.

6.6 (iiv) International delivery charged to the customer will be refunded to the Designer-Maker, capped at the actual, verified amount of postage paid.  A nominal amount equivalent to the UK postage that would have been paid had the package been sent within the UK (as determined by Miratis) will be taken into account and anything over and above this will be repaid to the Designer-Maker.  It is at the discretion of Miratis as to whether amounts above the customer postage paid and the nominal UK postage is reimbursed by Miratis.  Miratis therefore ask that Designer-Makers send items securely but in a cost effective way.

Returns and refunds

6.7 Following receipt of a request for a refund by a customer, Miratis shall notify the Designer-Maker and, shall, subject to the Designer-Maker’s reasonable agreement to the request, initiate the refund directly.

6.8 Subject to the provisions of Miratis’ policy relating to returns and refunds, as displayed on the Miratis Website from time to time, Miratis shall approve such refund.

6.9 The Designer-Maker bears the cost of outgoing postage in the case of a return.  Where goods are faulty and returned, the Purchaser’s post and packing costs must be refunded along with the cost of the goods.   The Designer-Maker is required to meet these costs.

6.10 The transaction cost of the refund will be met equally by the Designer-Maker and Miratis, unless the request for refund is as a result of an error by the Designer-Maker or the Designer-maker not meeting his or her obligations in accordance with the terms of using the Service, in which case the Designer-Maker will be liable to meet the full cost of processing the refund.  The Designer-Maker agrees to this amount being deducted from the next sale following the refund.

7. Intellectual property

7.1 All Intellectual Property Rights in the Service and in any Software and/or Documentation are and will remain the absolute property of Miratis or its licensors as appropriate.

7.2 Any Intellectual Property Rights created by Miratis in the course of the performance of the Contract or otherwise in the provision of the Service shall remain Miratis's property.

7.3 The Designer-Maker warrants to Miratis that it is the legal owner of all the Intellectual Property Rights which includes the copy, information, photographs and images it has provided or uploaded to Miratis. That the Designer-maker indemnifies Miratis against any claim by any third party arising in relation to its Intellectual Property Rights.

7.4 Should Miratis become aware of any Intellectual Property Infringement they shall notify the Designer Maker as soon as reasonably practicable.

7.5 Where photographs or images of the Designer-Maker's Products are produced by Miratis or its agents, all Intellectual Property Rights in such photographs or images shall be the sole property of Miratis. As such, the use of any images produced by Miratis may not be used for any purpose other than for display on the Miratis Website or in printed material produced by Miratis. Miratis reserves the right to charge the Designer-Maker a licence fee in respect of any use of Miratis' photographs or images in contravention of this Clause.

7.6 This clause shall survive termination or expiration of these Conditions

8. Confidentiality

8.1 Both parties will keep in confidence any information of a confidential nature obtained under the Contract.

8.2 The Designer-Maker authorises Miratis (including its employees, agents and contractors) to hold and process Designer Maker Information.

9. Exclusion and limitation of liability

9.2 Miratis's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the provision of the Service and performance or contemplated performance of the Contract shall be limited to a maximum of £1,000.

9.3 Miratis shall not be liable to the Designer Maker for any loss of profit or other economic loss (direct or indirect), indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) or loss or damage which arises in connection with the Contract, or for any liability incurred by the Designer-Maker to a Purchaser for any economic loss, claim for damages or awards howsoever arising from the provision of the Service.

10. Matters beyond the reasonable control of Miratis

10.1 Miratis reserves the right to suspend or to cancel the Contract in whole or in part (without liability to Miratis) if it is prevented from or delayed in the carrying on of its business and its obligations under the Contract due to circumstances beyond its reasonable control including, without limitation, Acts of God, fire, flood, lightning, war, revolution, acts of terrorism, industrial disputes.  If any such event beyond the reasonable control of Miratis continues for a continuous period of more than 14 working days, either party shall be entitled to give notice in writing to the other to terminate the Contract.

11. Breach of contract or insolvency

11.1 Miratis may immediately suspend or cancel the Service without liability if the Designer-Maker:

11.1.1 commits a material breach of the Contract (including a breach of any of the Miratis Policies);

11.1.2 is the subject to, but not limited to the following: a bankruptcy order, insolvency, voluntary/compulsory liquidation, receivership or administration;

12. General

12.1 Notices under this contract may be sent by email provided that, to be effective, the addressee acknowledges receipt of such communication, such acknowledgement to take the form of a return receipt.

12.2 The Contract shall be governed by English law.

Schedule 1 

(Description of the Service)

1.  The Miratis website is owned by Miratis and through it Miratis provides its Designer-Makers with an area to sell products (the Gallery) and promotional and marketing support.

2.   Miratis reserves the right to revise or alter the Service at any time.

3.    In order to use the Service, Designer-Makers must establish and maintain access to the World Wide Web at their own cost, including a computer and modem or other access device. All Designer-Maker computer equipment must have up-to-date protection against Viruses and all information supplied electronically to Miratis must be submitted free from Viruses.

4.   The Miratis Website facilitates the sale of registered Designer-Makers products and services direct to potential Purchasers. Accordingly:

  • Miratis acts solely as agent on behalf of the registered Designer-Makers;
  • any contract to sell and buy Designer-Maker Products is entered into directly between the Designer-Maker and Purchaser;
  • Products offered for sale through the Miratis Website are neither owned nor come into the possession of Miratis at any time;
  • Miratis cannot and does not accept any responsibility for ensuring that Designer-Makers and potential Purchasers conclude any transaction or perform their respective obligations under any contract concluded between them to sell and buy products.
  • In the event that Miratis introduce Designer-Makers to third parties for commissioned products and with whom special terms have been agreed, any contract entered into between Designer-Makers and any such third party is concluded directly between the Designer-Maker and the third party concerned and Miratis cannot be involved in the fulfillment or liability for any such contracts.

5.    The Service allows Designer-Makers to promote their products and allows Designer-Makers to display their products in categories, with product information and images uploaded by them.

6.     Designer-Makers can amend and update information about their products

 

Schedule 2 

(Charges)

Nominal Subscription Fee

An annual fee of £120 plus VAT is levied to support the administration and promotional activities of Miratis.  The subscription is non refundable and is payable on a monthly basis. Payment terms are to be agreed with Miratis.

For designers wishing to sell direct to the public via multiple websites Miratis retains the option to charge an annual fee of £220.  We request that designers only sell exclusive items via Miratis.

It is a requirement that the Designer-Maker advise Mratis if they are selling their work through other outlets.  It is at Miratis' discretion as to whether Miratis will agree to allow the Designer to continue to  retail their work through Miratis. 

 

Commission Fee 

A Commission Fee is payable by the Designer-Maker, currently set at 25%, on the value of sales (exclusive of VAT and shipping costs).

Commission is paid through the Miratis Website to a Designer-Maker, according to clause 6.5 of the Agreement. The Commission Fee may be changed subject to the absolute discretion of Miratis.  Any change will be notified to the Designer-Maker in writing.

Miratis will refund monies paid and received by them in respect of sold goods which are returned by the customer and authorised for refund by the Designer-Maker in accordance with clauses 6.7 to 6.8 of the Agreement, less any deductions and retentions described in clause 6.5

Schedule 3 

(Service Level Agreement)

Designer-Makers are solely responsible for ensuring that their businesses are compliant with all appropriate legislation.

1. delivery & packaging 

  • Delivery is not itemised as a separate charge, it is to be included in the cost of the product.  For international sales a cost for delivery is charged to the customer, which may or may not cover the cost of postage. Amounts over and above the cost of international postage as paid by the customer will be retained by Miratis.
  • The Designer-Maker agrees to package products in accordance with the Miratis packaging guidelines, as contained in the Miratis “How it Works” Guide i.e. products must be packaged using a white high quality box and the Miratis labels, tissue paper, artist profile leaflet and ribbon.  In exceptional circumstances, or where specialized boxes are required, this requirement may be waived with prior written agreement from Miratis.
  • Material is available from Miratis to help the Designer-Maker fulfill this obligation.
  • No other information, including the Designer-Maker’s own leaflet, should be included with the product.
  • Designer-Maker’s are soley responsible for the delivery of items.  Any errors, omissions or otherwise failure to comply with the terms of this Service resulting in financial or other loss or is the Designer-Maker’s responsibility.  Miratis does not specify which delivery company the Designer-Maker uses and has no responsibility for loss, damage or any other costs incurred as a result of the delivery contract.  The delivery contract is held soley between the Designer-Maker and the delivery company and Miratis has no responsiblilty for performance of this contract. 
  • Designer-Maker’s are soley responsible for the safe delivery of items therefore it is the Designer-Maker’s responsibility to ensure that products of a fragile nature are securely packaged.
  • Designer-Maker’s must insure their products whilst in transit. Miratis therefore recommends that Designers send products using Royal Mail Special Delivery and ensure that the full cost of their product(s) is insured. For items of a value greater than the insurance cover of £2,500, currently available using Royal Mail Special Delivery, Designers-Makers are responsible for the value of these products whilst in transit.  However, the decision as to how to send items and whether or not to insure them rests with the Designer-Maker with whom liability for lost or damaged products rests.

2. payment 

A range of credit card options will be made available to Purchasers to make payment for goods through the Miratis Website.  Miratis will use a secure online payment processing system, currently Barclaycard.

3. refunds 

Refunds must be made through the Administration Area and Miratis payment provider Barclaycard.  It is important that Designer-Makers do not issue refunds by any other means.

4. customer relations

  • It is the Designer-Maker’s responsibility to display expected delivery times, “delivered within”, on the appropriate areas of the Designer-Maker Gallery.
  • The designer-Maker must ensure that the item reaches the customer within the specified “delivered within” timeframe
  • If the Designer-Maker produces commissioned items, the Designer-Maker must clearly inform the Purchaser of the specific delivery times, order cancellation and returns policy for these in writing.
  • The Designer-Maker agrees to respond to any enquiries or complaints promptly and within one working day.
  • The Designer-Maker will advise Miratis of any enquiries.
  • The Designer-Maker will conform to all applicable legislation and regulations including without limitation those which relate to distance selling, data protection and e-commerce regulations in the Designer-Maker’s own policy on customer service, dispatch and returns.
  • Any  correspondence sent to a Purchaser must not include reference to the Designer-Maker’s own website, email address or other promotion of services outside of Miratis. Any such reference is in breach of the Designer-Maker’s contract with Miratis.
  • Designer-Makers may not contact the Purchaser by email or any other means for any other reason than to discuss the processing and progress of the Miratis order. The Purchaser has subscribed and/or registered with miratis.com only and any use by the Designer-Maker of the Purchaser’s email contact details to promote the Designer-Maker’s business outside of Miratis would be in contravention of UK privacy legislation.

5. order processing information

Once the Designer-Maker has received an order through the Administration Area, the Designer-Maker is required to

  • fulfill the order.
  • confirm the estimated “delivered by” date and method of dispatch and to include a tracking number if applicable.
  • dispatch the order for receipt by the Purchaser to arrive with the Purchaser on or before the “delivered within” timeframe indicated on the product listing unless the item is being specially made or ordered.
  • notify Miratis promptly through the Administration Area at each of the following stages:
    • when the product is dispatched and the expected delivery date
    • Any enquiries relating to the order.
    • Receipt of an item that has been returned to Designer-Maker.
  • The Designer-Maker must include with all orders, the Designer-Maker profile card and such additional documentation as may be provided by Miratis.
  • Designer-Makers must not include any other material with the package.

6. return and refund of unwanted goods and faulty products 

  • The Designer-Maker is required to conform to the appropriate legislation that gives consumers the statutory right to a full refund on faulty items.
  • The Designer-Maker agrees to the Miratis policy, which is as follows:
  • That Designer-Maker give the purchaser 7 days from the receipt of the products to inform Miratis that they wish to cancel their order and 14 days from the receipt of the products to return them;.
  • If commissioned items are being made, Designer-Maker refunds and returns policy must be legal and clearly stated in writing before orders are placed and accepted.
  • Refer to contract clause 6 for further return and refund terms.

7. pricing

  • Prices must be fully inclusive of all taxes, post and packing and additional charges.
  • If Designer-Maker are VAT registered, the Designer-Maker is solely responsible to ensure that he/she fully comply with current VAT regulations and accounts for VAT.
  • Pricing should be consistent over a reasonable period of time.
  • Designer Makers must ensure that each and all products featured on Miratis are are not sold or offered at lower prices on their own website or any other website through which they sell their products.  This includes any discounts, special offers or any other incentives resulting in the items being offered at a lower price than advertised on Miratis.com. 
  • Miratis reserves the right to remove a product from the Miratis Website at it’s sole discretion.

8. product availability

  • Product availability should be displayed accurately for all products and should be updated regularly using the stock function and ‘delivered within’ options on the Administration Area.
  • Once the final piece of stock has been sold of any item and will no longer be available, Designer-Makers are required to disable the product.
  • Products that will take extended periods of more than six weeks to produce should be removed from the site until they become available.

9. promotion of Designer-Maker’s business

  • Designer-Makers are asked not to include a link to their website.
  • Designer-Makers should not include their email address anywhere on the site.
  • Designer-Makers should also not send or include within packaging any promotional materials other than the Miratis Artist Profile Card.
  • Designer-Makers must not link to or quote in full or in part any article and/or image(s) that make reference to Miratis.