Workspace Terms and Conditions

Terms and conditions for use of workspace.queensberry.com ("THE SITE", "QUEENSBERRY WORKSPACE").

BY USING THIS WEBSITE YOU ARE AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS, WHICH YOU SHOULD READ CAREFULLY BEFORE PROCEEDING. IF YOU DISAGREE WITH THE TERMS AND CONDITIONS YOU MAY NOT USE THE SITE OR THE SERVICES IT OFFERS.

1. BACKGROUND

1.1. Queensberry Limited ("QBY") is a company incorporated in New Zealand under the Companies Act 1993 (New Zealand) whose registered address is at Parnell House, 470 Parnell Road, Parnell, Auckland, New Zealand, and licensed to operate the Site pursuant to a Licensing Agreement from the Licensor.

1.2. The purpose of the Site is to provide a platform for professional photographers and others (“Content Providers”) to display, promote and sell their photographs and/or other content and services ("Content" or "Services") in physical or electronic form to consumers (“End Users”) for their private use.

1.3. Such Content and Services may be delivered directly by the Content Provider or through an authorised third party ("Service Provider").

1.4. You ("You", "the User") may use the site as an End User, Content Provider and/or Service Provider as defined in section 18 Definitions and subject to these Terms and Conditions.

2. CHANGES

2.1. QBY reserves the right at any time to update, revise or otherwise modify these Terms and Conditions. Such changes will be effective immediately and your continued use of the Site will be dependent on your acceptance of those terms when you next use the Site.

3. END USERS

3.1. End Users may browse the Site and its Contents without registering, although Content Providers may restrict access by requiring a password to view. Password restrictions may also apply to Content republished on third party websites, such as blogs or social media services.

3.2. In order to enter into a transaction, contact a Content Provider or leave comments you must register with the Site as an End User by providing personal contact information, including a valid email address.

3.3. To complete any transaction that requires payment for Products or Services you must provide your Credit or Debit Card account details so that we can collect payment, and you understand and agree that your payment will be taken before delivery of the Products or Services. We may also require a delivery name, address and other relevant personal information before we can deliver your order.

3.4. As an End User you additionally understand and accept that the provisions of (without limitation) sections 6 Permissible and Prohibited Uses of the Content, 7 User Obligations, 8 Third Party Websites, 9 Intellectual Property Rights, 10 Claims Regarding Intellectual Property Infringement, 11 Confidential Information, 13 Limited Warranties and Acknowledgements, 15, Indemnities and Limitation of Remedies, and 16 Termination apply to you.

4. CONTENT PROVIDERS

4.1. If you wish to use the Site as a Content Provider you must register with the Site, select a Subscription Plan as detailed on the Site, and pay any relevant charges. Subscriptions are charged in US dollars and payable in advance. When you register you must also supply valid personal contact details, including a valid email address, and any additional supporting information that we may from time to time require.

4.2. We will confirm you as a Content Provider and where appropriate accept orders from you at wholesale prices provided you complete the registration form fully and we subsequently accept at our sole discretion that you are a bona fide professional photographer or designer. If accepted, you undertake to operate in an open, professional and ethical manner in accordance with the laws of your place of residence, to deliver work of a reasonable professional standard and to guarantee your work and/or offer replacements or refunds on the same terms as if Users were dealing with you directly.

4.3. In order to enter into transactions that require placing or accepting orders, or making or receiving payments, you must have a current Stripe Account (https://stripe.com/) and provide any additional information that we require to complete the transaction (for example your physical address, official business name or registration number).

4.4. Your subscription (per month or year) must be paid in advance. You can renew, change or cancel your subscription online when logged in at the Site. Unless you change or cancel your subscription beforehand, we will renew your current subscription automatically and charge your credit card account accordingly.

4.5. We do not offer refunds, but you can cancel your subscription at any time with effect from the end of the last billing period paid (month or year), at which time public access to your Content will end, and the provisions of section 15 Termination will apply.

4.6. We reserve the right to change our Subscription Plans and charges at any time upon prior notice. We will give notice of changes on the Site and by email to your registered address.

4.7. As a Content Provider you may upload image files and other Content to the Site subject to any restrictions set by your Subscription Plan. The Site provides tools to assist you in creating derivative works from your image files (for example slide shows, image collections or album designs) that will themselves form part of your Content. You can also set up personal web pages hosted on the Site for the display of your Content.

4.8. Your Content is accessible only by you unless and until you enable End Users to view part or all of it. You can allow End Users unrestricted access to specific Content or make access subject to entering a Password. You may also disseminate or republish specific Content, either unrestricted or passworded, by email or on third party sites such as your blog, your own website or social media services such as Facebook, and you can allow End Users to do the same.

4.9. You may set up Price Lists and a Shopping Cart so that you can offer for sale Products or Services derived from your Content. You may specify the regions and currencies in which you want to offer your Products or Services, and you may set or change prices at any time and at your sole discretion.

4.10. Price Lists must be based on either:

4.10.1. Products and Services offered by QBY or other third party Service Providers, in which case QBY will collect payment in advance for End User orders via the Site, and submit the order details directly to the specified Service Provider, who will fulfil and deliver the Products or Services directly to the End User. QBY will pay the Service Provider, invoice the End User, and pay any customs charges and/or sales or value-added tax incurred. You agree that the invoices issued by QBY for such transactions shall be the sole invoices issued with respect to them.

4.10.2. Self-fulfilment, in which case you define the Products and Services yourself, and deliver them independently of the Site, either personally or through your own Service Provider. QBY will collect payment in advance for End User orders via the Site, and submit them to you for fulfilment. You will be responsible for invoicing the End User, and for paying any customs charges and/or sales or value-added tax that may be incurred.

4.11. Payment for your orders will be posted to your Stripe account at the time of sale less the following deductions:

4.11.1. Any payment due to the Service Provider for their Products and Services rendered, whom QBY will pay.

4.11.2. QBY's commission on the price paid by the End user, as per your Subscription Plan.

4.11.3. Any adjustments (eg refunds or arrears) that may apply.

4.12. By submitting Products or Services for sale through the Site, you authorise and instruct QBY to display your Content on the Site and third-party sites you specify, to accept orders, receive payment, fulfil orders and issue invoices where appropriate, to allow purchasers to download electronic products after payment is received and to make appropriate use of your trademarks, imagery or other content in order to promote your Content, Products and Services.

4.13. By uploading Content to the Site you assert that you are its author and/or that you have the right to publish and deal with the Content, including the right to offer and sell any and all Products and Services that you derive from it, and that in so doing you are not infringing the Intellectual Property of any person or entity, including the rights of any persons or other entities that may appear in such images. You agree to indemnify QBY from any liabilities or costs that we may incur as a result of claims to the contrary.

4.14. You accept and agree that the Site is provided solely for the purposes outlined in Section 1 (Background). You may not use the Site as a host for any other site, and you may not use, upload content to or generate traffic on the Site for any other purpose.

4.15. QBY may decline or cease to host or offer for sale or download through the Site any Products or Services from any Content Provider at its sole discretion and for any reason including (without limitation) illegality, offensiveness, irrelevance, plagiarism, violation of Intellectual Property rights, or inadequate quality.

4.16. As a Content Provider you additionally understand and accept that the provisions of (without limitation) sections 6 Permissible and Prohibited Uses of the Content, 7 User Obligations, 8 Third Party Websites, 9 Intellectual Property Rights, 10 Claims Regarding Intellectual Property Infringement, 11 Confidential Information, 13 Limited Warranties and Acknowledgements, 15, Indemnities and Limitation of Remedies, and 16 Termination apply to you.

5. SERVICE PROVIDERS

5.1. Queensberry will create and upload to the Site the Supplier Resources that will enable Content Providers and End Users to design, specify, create and/or order your Products and Services, and will publish them after we have your express approval.

5.2. QBY acts as agent for Service Providers, who must invoice QBY for all Products and Services ordered on the Site, and not create any other invoice. Any tax that may be incurred as a consequence of the transaction must be accounted for and paid out of the price quoted in the Store. No plusage will added to the listed price to cover tax.

5.3. You undertake to operate in an open, professional and ethical manner in accordance with the laws of your place of residence, to deliver work of a reasonable professional standard and to guarantee your work and/or offer replacements or refunds on the same terms as if Users were dealing with you directly.

5.4. As a Service Provider you additionally understand and accept that the provisions of (without limitation) sections 6 Permissible and Prohibited Uses of the Content, 7 User Obligations, 8 Third Party Websites, 9 Intellectual Property Rights, 10 Claims Regarding Intellectual Property Infringement, 11 Confidential Information, 13 Limited Warranties and Acknowledgements, 15, Indemnities and Limitation of Remedies, and 16 Termination apply to you.

6. PERMISSIBLE AND PROHIBITED USES OF THE CONTENT

6.1. Unless expressly stated to the contrary all Content made available through the Site is licensed, not sold, to the End User. If you are an End User purchasing Content from the Site you agree and acknowledge that your purchase does not give you any rights in or ownership of the Content, or any associated copyrights, other than the right to possess and enjoy the Content for your personal and private use in the form in which you purchased it. You acknowledge that you will not acquire any copyright interest in the Content and you undertake not to use the Content for any commercial purpose, or to circumvent any restrictions placed on its use by the Content Provider.

7. USER OBLIGATIONS

7.1. You agree to maintain the confidentiality of any Password you may use to access your User account or view any Content on the Site, and to change such passwords if you know or suspect that they may be known to any unauthorised person.

7.2. You undertake not to allow any person to use the Site as your agent or employee except as a User equally bound by these Terms and Conditions, and you take full responsibility for any actions taken by such a person as if they were your own.

7.3. You agree that you will not use the Site for any illegal purposes; to upload or post offensive, obscene or libellous Content, comments or other material; to pass off the work of others as if it were your own; to send unsolicited messages or spam; to gain unauthorised access to the registration details and Content of any End User, Content Provider or Service Provider; to upload, post or otherwise transmit any material that might harm the Site or any other site or computer system; or to gain unauthorised access to, or control of, any private information or computer system.

7.4. You further agree not to copy, reproduce, translate, adapt, vary or modify the Site in whole or in part; or to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Site; or to alter, remove or obscure any proprietary or copyright notice on or in the Site; or directly or indirectly challenge or contest the validity of or the Licensor’s ownership of the Trade Mark, and/or interfere or otherwise disrupt the use of the Trade Mark by the Licensor and/or any parties authorised by the Licensor.

8. THIRD PARTY WEBSITES

8.1. Content Providers and End Users may direct Users to, or embed specific Content on, third party sites such as social media sites or their own websites or blogs. QBY has no control over such third party sites or the Content that may be published on them, and you understand and accept that you have no claim against QBY for such use of Site Content, which is entirely at the risk of the Content Provider and/or End User involved.

9. INTELLECTUAL PROPERTY RIGHTS

9.1. The User acknowledges that any and all Intellectual Property used or embodied in or in connection with the Site are and will remain the sole property of the Licensor. The User further agrees not to make use of the Licensor’s or QBY’s trade marks registered or unregistered except for the purpose of using the Site in accordance with these Terms and Conditions, and at all times in a manner and format reasonably approved by QBY. The User acknowledges that it will not obtain any rights in respect of the Licensor’s or QBY’s Intellectual Property, other than as expressly set out in this licence.

9.2. The User and QBY acknowledge that these Terms and Conditions, the User’s use of the Site, the purchase of Products or Services through the Site and/or the hosting, creation or modification of Supplier Resources or Client Files on the site do not confer any rights regarding (without limitation) any copyrighted images, music or other Content, products, product specifications, data, documentation, Supplier Resources, trademarks, trade names, product names, logos or anything else that may be the Intellectual Property of the Licensor, QBY or any Content Provider or Service Provider.

9.3. Users may only use the Site to distribute, display, edit, reproduce or create derivative works from images, music or other Content for which the User owns the copyright or is authorised or legally permitted to use for these purposes on the Site.

9.4. The User agrees not to infringe any Intellectual Property belonging to or licensed by the Licensor, QBY or any Content Provider, Service Provider or copyright holder (“the IP Owner”) and to promptly notify the IP Owner of any claim by any third party that the use of the Site infringes any rights of any other person, which may come to the User’s notice. The User will, at the request and expense of the IP Owner, do all such things as may be reasonably required to assist the IP Owner in taking or resisting any proceedings in relation to any such infringement or claim.

9.5. The User will not make Modification to the Site, but where the End User does make any Modification, the User agrees that all Intellectual Property rights in the Modifications will absolutely and automatically vest in the Licensor. The User hereby transfers, assigns and waives any right, title or interest it may have in those Modifications and will do such acts and execute such documents as the Licensor may reasonably request or as are necessary to give effect to clause 6.4.

9.6. Client Files created by Users using the Site shall belong to and remain the property of QBY and the User will not use or attempt to use Client Files with any other site or software application. QBY reserves the right to encrypt the data in Client Files and to charge a fee for decrypting such data.

10. CLAIMS REGARDING INTELLECTUAL PROPERTY INFRINGEMENT

10.1. If you believe that any Content on the Site infringes copyright or any other Intellectual Property please send the following information to us at the address at the end of these Terms and Conditions:

10.1.1. Identifying details of the copyright Content or other Intellectual Property that is being infringed, including its URL or location details so that we can locate and verify it.

10.1.2. Your full contact details as the notifying party, including name, physical address, telephone number and email.

10.1.3. A statement that the copyrighted Content or Intellectual Property is being used without the owner’s authorisation or permission, and that you are the owner or authorised to make this complaint on behalf of the owner.

10.2. Your statement must be formally signed, witnessed and dated. If you send your complaint electronically you must follow up with a signed, hard copy version.

10.3. When we receive your claim, we will immediately remove or disable access to the allegedly infringing material and notify the alleged offender pending investigation of your claim.

11. CONFIDENTIAL INFORMATION

11.1. QBY may from time to time disclose to a User information on the express basis that it is proprietary, secret and confidential to QBY or the Licensor. Such information may include, without limitation, data, drawings, specifications, documentation, or source or object codes relating to the Site; technical know-how and trade secrets; unpublished pricing, marketing plans and tactics; manufacturing methods, materials and sources of supply; proposed product developments; information about clients or staff; accounting and budget information.

11.2. The User agrees with QBY that the User will use such information solely in accordance with these Terms and Conditions and that the End User will not at any time use, disclose or distribute (or permit to be disclosed or distributed) those materials to any third party (whether directly or indirectly) unless the information has already become public, or with QBY’s express permission, or as required by law.

12. PRIVACY

12.1. By using the Site you agree to the terms of Queensberry's Online Privacy Policy, as detailed athttps://www.queensberry.com/online-privacy-policy/.

13. LIMITED WARRANTIES AND ACKNOWLEDGMENTS

13.1. workspace.queensberry.com

13.1.1. The Site and its associated documentation is provided "as is" without warranty of any kind, either express or implied, including but not limited to, implied warranties of merchantability, quality and fitness for a particular purpose. QBY does not warrant that the functions contained in the Site will meet any requirements or that the operation of the Site will be uninterrupted or error free. The entire risk as to the quality and performance of the Site is with the User and QBY is under no obligation to undertake any servicing, repair, or correction of the Site.

13.1.2. The End User acknowledges that the Site may contain bugs, errors and other problems that could cause system failures which QBY will not be liable to remedy. QBY disclaims any warranty or liability obligations to the User of any kind in respect of the Site, and its installation and use.

13.1.3. QBY DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SITE AND/OR ANY SERVICE PROVIDER RESOURCES AND/OR ANY CONTENT UPLOADED OR POSTED BY CONTENT PROVIDERS.

13.1.4. QBY MAKES NO WARRANTIES OR UNDERTAKINGS (EXPRESSED OR IMPLIED) IN RESPECT OF THE SITE INCLUDING, WITHOUT LIMITATION, AS TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT WILL QBY BE LIABLE FOR ANY DAMAGE CAUSED BY OR ALLEGED TO HAVE BEEN CAUSED BY THE FUNCTIONING OF THE SITE OR INFRINGEMENT OF THIRD PARTY RIGHTS, INCLUDING WITHOUT LIMITATION LOSS OF USE, LOSS OF PROFITS, INTERRUPTION OF BUSINESS, OR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OF ANY KIND, EVEN IF A QBY REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.

13.1.5. The User acknowledges that QBY will not be liable to the User for any loss or damage whatsoever or howsoever caused arising directly or indirectly through use of the Site and/or any resources or Content uploaded or supplied by any Service Provider or Content Provider. In particular, the End User agrees that QBY will not be liable for any consequential loss or damage which may arise in respect of the Site, its use, or in respect of any other equipment or property, or for loss of profit, business, revenue, goodwill or anticipated savings.

13.1.6. The exclusions of liability referred to in section 13.1.5 apply to liability in contract or in tort (negligence) and any other principle of legal liability. In the event that any limitation or provision contained in this licence is held to be invalid for any reason and QBY becomes liable for loss or damage that might otherwise have been excluded, it is agreed that such liability will be limited in the manner specified in section 13.1.5.

13.1.7. The User acknowledges that QBY is under no obligation to perform or supply any upgrades or enhancements to the Site, or to service or support it, other than through an internet-based discussion group, which QBY will host for all Users so long as the Site is active.

13.1.8. QBY will take all reasonable steps to maintain the security of your account and credit card information but you acknowledge that you are solely responsible for the security of your account information and agree not to reveal it to any third party.

13.2. Products and Services supplied by Queensberry

13.2.1. QBY products are handmade to the highest standards to carefully detailed designs. We are proud of and guarantee their quality. If any defect in material or workmanship develops within two years of purchase (normal wear and tear, accidental damage and misuse excepted) the faulty product will be repaired or replaced free of charge.

13.2.2. Please note - Genuine leather covers are our specialty. We buy only the finest hides, which we then selectively cut and process to enhance their inherent quality. Since leather is a natural material, the appearance of each album may show variation in texture, grain, range marking and density. Along with its durability and luxurious handling qualities, it is this individuality that gives leather its appeal – and distinguishes it from synthetic imitators.

13.2.3. Since man-made materials may also vary between production batches, albums supplied may vary slightly in colour and/or finish.

13.2.4. We operate and maintain our printing equipment and materials to the highest standards, but as colours may change over time, colour prints are not guaranteed against change. Nor do we guarantee to match colours from different files or that are printed on different devices or at different times.

13.2.5. The quality of our printed products is strictly dependent on the nature of the image files from which they were originally created by the Content Provider. We do not guarantee products against defects that are inherent in the files supplied to us.

13.2.6. If in our judgement your image files or album designs may not meet our standards we reserve the right to decline to proceed with the work or to proceed only on the basis that you accept responsibility and will not make any claim for the results.

13.3. Products and Services supplied by content providers and third-party service providers

13.3.1. Content Providers and Service Providers undertake to operate in an open, professional and ethical manner in accordance with the laws of their place of residence, to deliver work of a reasonable professional standard and to guarantee their work and/or offer replacements or refunds on the same terms as if you were dealing with them directly. QBY acts as Agent for Content Providers and Service Providers when you order their Products and Services on the Site. We offer such Products and Services on an as-is basis without warranty.

14. INDEMNITIES AND LIMITATION OF REMEDIES

14.1. Users will indemnify and keep indemnified QBY (and each of its related companies, including the Licensor) from and against all actions, claims, expenses, losses, liabilities and proceedings whatsoever incurred or suffered by any of them which arise from any breach by the User of these Terms and Conditions. Such breaches may include, without limitation, any infringement of Copyright or other Intellectual Property by the User or the User’s customers arising from the use of the Site and/or any Content or Service Provider resources hosted on the Site and/or any Products and Services purchased through the Site.

14.2. The User acknowledges that in the event of any alleged breach of these Terms and Conditions by the User, QBY (and each of its related companies) will be entitled to seek equitable relief, in addition to damages. The User agrees that in any such proceedings, the End User will not claim that the breach is one which may not or ought not be the subject of equitable relief.

14.3. The obligations contained in this clause will continue to apply without limit in point of time and will not merge on, or be extinguished by, the closure of the Site, or by any other fact or circumstance, unless QBY expressly agrees.

14.4. If you are a Content Provider or Service Provider you acknowledge that you will utilise the Site for the purposes of a business and agree that the Consumer Guarantees Act 1993 has no application to transactions created on the Site between you and QBY or any other Content Provider or Service Provider. Where any User becomes a "supplier" within the meaning of the Consumer Guarantees Act 1993 ("the Act"), the User agrees to indemnify QBY against all liabilities, costs, claims and expenses of whatever nature and whether or not under the Act, in respect of claims by or through parties to whom the User supplies goods or services.

14.5. To the maximum extent permitted by law, where any right, duty or liability would arise under these Terms and Conditions or where any conditional warranty would otherwise be implied into this contract by implication of law, or under any statute, is hereby negatived and excluded from this licence. To the maximum extent permitted by law, QBY’s entire liability to the End User under any heading is limited to the sum of ten New Zealand dollars ($10.00).

14.6. Limit of liability for Products and Services supplied by QBY: QBY’s liability under all claims is limited to the replacement or repair of the goods lost or damaged or at our own discretion their value in cash. We are not liable for any consequential loss or damage or loss of profits however that loss or damage is caused or arises. Orders, album designs and image files sent for manufacture or printing are accepted on the basis that they are copies of originals retained in your possession and that their value is limited to the cost of creating another copy. Claims regarding faulty goods or goods damaged in transit: Your order will be carefully inspected and packed before despatch and will be insured in transit. You must inspect your consignment for visible damage before you sign for receipt. If goods are damaged in transit the Customer must retain all packaging and notify both us and the Courier immediately. We will re-supply any product which is not delivered as per your order or order confirmation (whichever is applicable) but you must claim within seven working days. At our discretion we may request you to repack securely goods that are faulty, damaged in transit or incorrectly supplied for shipment back to us at our expense. If so requested, this is a condition of re-supply. Other returns: As goods are customised and specially made to your order, they cannot generally be accepted for return. In any case such returns will only be accepted by prior arrangement with us and subject to a handling fee. In such cases the cost of return freight is your responsibility.

15. TERMINATION

15.1. QBY reserves the right to modify, suspend or discontinue the Site and related Services at any time and will not be liable to you or any User or third party if it does so.

15.2. QBY may terminate your rights as a User on one month’s prior written notice or immediately, without notice, if the User commits a material breach of these Terms and Conditions, which remains unremedied for 14 days from the date on which the User was notified of its obligation to remedy the breach.

15.3. You can cancel or alter your subscription as a Content Provider at any time with effect from the end of the last billing period paid (month or year), at which time public access to your Content will end.

15.4. If, as a consequence of non-payment, or of cancelling or modifying your subscription, your Content exceeds your new storage limits you will have 60 day’s grace to delete or download Content to bring your total storage within your new entitlement, if any, after which we will delete some or all of your Content, starting with the oldest (first uploaded).

15.5. Termination of your subscription or rights as a User for any reason will not affect your liability to continue to observe and perform those provisions of these Terms and Conditions which are intended to survive termination, including (without limitation) sections 6, 7, 9, 11, 13, 14 and 15 of these Terms and Conditions.

16. GENERAL PROVISIONS

16.1. The laws in force in New Zealand will govern these Terms and Conditions. The Terms and Conditions will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

16.2. If any part of the Terms and Conditions is found void and unenforceable, it will not affect the validity of the balance of the remainder, which will remain valid and enforceable according to its terms.

16.3. If the User is located within the United States of America, the User agrees that Products and Services will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.

16.4. These Terms and Conditions constitute the entire agreement between QBY and the User relating to the Site and supersede any prior representations, discussions, undertakings, communications, advertising relating to the Site, as well as any prior Terms and Conditions.

16.5. Failure or delay by QBY in enforcing any right or provision of the Terms and Conditions is not to be deemed waiver of such provision or right with respect to the breach.

16.6. The User must not assign or attempt to assign or otherwise transfer any right arising out of these Terms and Conditions, without the prior written