Terms and Conditions of Use

Please read these terms (the “Terms and Conditions of Use”) carefully before using our website, mobile app, SMARTIFY Marketplace or any of our other services (the “Services”). See our Terms and Conditions of Sale below which form part of these terms. By accessing or using the Services or any of its functionality on any computer, mobile phone, tablet, console or other device (together “Devices” and each a “Device”), you confirm that you have read, understood and agreed to be bound by these Terms and Conditions of Use and any other applicable law.

If you do not agree to these Terms and Conditions of Use, please do not access or use the Services or any of its functionality, including the SMARTIFY Marketplace. We amend these Terms and Conditions of Use from time to time, so every time you wish to use the Services, please check these terms to ensure you understand the terms that apply at that time. These terms were most recently updated on 26.08.2021.

  1. Owner and Operator Information

1.1         The Services are owned and operated by SMARTIFY CIC, a company whose registered office is at 12 Frobisher Road, London N8 0QS, United Kingdom (“SMARTIFY”, “we”, “us”, “our”). We are registered in England and Wales under company number 09903509 and our VAT number is GB263733105.

  1. User Restrictions and Access

2.1         In order to use certain current or future functionalities of the Services, you may be required to register or sign in as a SMARTIFY user or to create an account. You agree you will not create more than one SMARTIFY account, create a SMARTIFY account on behalf of another individual, group or entity, or transfer your profile or account to anyone else. You also agree that you will not use or try to use another person's account, username or password.

2.2         Be aware that the use of some of the functionalities of the Services require access to the Internet. The use of the Services are for free but be aware that your carrier’s normal rates apply. The Services contain services and features that are only available to certain mobile Devices.

  1. Acceptable use

3.1         You may:

(a)          access any part of the Services (except that only SMARTIFY registered users will be able to access some parts of the Services); and

(b)          print off one copy of any or all of the pages for your own personal non-commercial use.

3.2         You may not:

(a)          copy (whether by printing off onto paper, storing on disk, downloading or in any other way), distribute (including distributing copies), broadcast, alter or tamper with in any way or otherwise use any material contained in the Services (including User Generated Content, unless it is your own User Generated Content that you legally post to the Services or an associated forum) except as set out under Clause 3.1 above. These restrictions apply in relation to all or part of the Content;

(b)          remove any copyright, trade mark or other intellectual property notices contained in the original material from any material copied or printed off from the Services;

(c)           link to the Services (subject to Clause 3.3 below);

(d)          use the Services (or any part of them) in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms and Conditions of Use, or act fraudulently or maliciously;

(e)          misuse the Services by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Services, the servers on which the Services are stored or any server, computer or database connected to the Services. You must not attack the Services via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We may report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Services will cease immediately;

(f)           use the Services in a way which could damage, disable, overburden, impair or compromise SMARTIFY’s systems or security or interfere with other users;

(g)          collect or harvest any information or data from the Services or our systems or attempt to decipher any transmissions to or from the servers running any part of the Services;

(h)          circumvent or modify any Services security technology or software;

(i)            use the Services or any of its functionality for any commercial purpose;

(j)            use automated scripts to collect information from the Services; or

(k)           provide any false personal information about yourself.

3.3         If you wish to link to the Services, please contact info@smartify.org.uk with details of:

(a)          the URL(s) of the web page(s) from which you are proposing to link to the Services; and

(b)          the URL(s) of the web page(s) on the Services to which you are proposing to link to.

3.4         SMARTIFY may, at its sole discretion, agree to or reject any request made in accordance with Clause 3.3 above. SMARTIFY has no obligation to agree to any such request or to provide any reason for accepting to rejecting any such request.

3.5         Should any part of the Services offer you the opportunity to join in or read from a forum, please be aware that any communications posted on the forum represent the views of the individual who posted such communication and are not to be taken as the views of SMARTIFY.

3.6         SMARTIFY reserves the right to monitor any information transmitted or received through any forum provided, and, at its sole discretion and without prior notice, to review, remove or otherwise block any material posted.

  1. User Generated Content

4.1         “User Generated Content” is any content such as communications, information, messages, photographs, music, videos, designs, graphics, website links, data, profiles that you and/or other Service users post or otherwise make available on or through the Services, except to the extent that such content is owned by or licensed to SMARTIFY.

4.2         You are solely responsible for your User Generated Content, your interactions with other users of the Services and your activity on the Services. You agree not to post any content or make any communications which may expose SMARTIFY or any of the Services’ users to harm or liability of any type. You agree not to post or submit User Generated Content, or a link to a website, which, is illegal, fraudulent, deceptive, misleading, libelous, infringing, harassing, hateful, threatening, abusive, pornographic, offensive in a sexual, racial, cultural or ethnic context or is otherwise objectionable, or that includes “junk mail”, “chain letters”, “pyramid schemes” or other forms of solicitation. You confirm that your User Generated Content complies with these requirements, and you will be liable to us for any loss or damage we suffer if your User Generated Content does not comply with these requirements.

4.3         SMARTIFY has the right to remove any User Generated Content you post on the Services if, in our opinion, it does not comply with the above acceptable content standards.

4.4         You confirm that you own or control all rights in any User Generated Content that you post or submit on or through the Services. You agree not to submit User Generated Content unless you are the owner or have permission of the owner to post such User Generated Content. You confirm not to post photos or videos of another person or showing another person without that person’s permission.

4.5         The User Generated Content you post is not confidential. You grant, and confirm that you have the right to grant to SMARTIFY a non-exclusive, perpetual, worldwide, transferable, royalty-free, perpetual right to use your User Generated Content in any manner of media now or later developed for any purpose, commercial, advertising or otherwise, including the right to translate, display, reproduce, modify, create derivative work, sub-license, distribute, assign and commercialise without any payment due to you.

4.6         SMARTIFY has no obligation to prescreen, monitor, edit or remove User Generated Content and assumes no responsibility for User Generated Content, even where it chooses to carry out prescreening, monitoring, editing or removal of User Generated Content. If you wish to complain about content uploaded by other users, please contact us on info@smartify.org.uk.

  1. Security

5.1         If you choose or are provided with a username, password or any other piece of information as part of SMARTIFY’s security procedures, you must treat such information as confidential and you must not disclose it to any third party nor allow any unauthorised person access to the Services under your username and/or password. You are responsible for any actions that take place while using your Services account or while using the Services via your Device and SMARTIFY is not responsible for any loss that results from the unauthorised use of your username and/or password, with or without your knowledge.

  1. Intellectual Property Rights (“IPR”)

6.1         All intellectual property contained in or on the Services (except for User Generated Content) is owned by SMARTIFY or its licensors. All content in the Services (except for User Generated Content) including, but not limited to, text, software, scripts, code, designs, graphics, photos, sounds, music, videos, interactive features and all other content (“Content”) is the proprietary property of SMARTIFY or its licensors. SMARTIFY reserves all of its rights in respect of the IPR contained in the Services and in respect of the Content.

6.2         In particular, the Services contains trade marks including, but not limited to, the mark "SMARTIFY" and the SMARTIFY emblem. All trade marks included on the Services are owned by SMARTIFY or its licensors. SMARTIFY reserves all of its rights in respect of the trade marks included on the Services.

6.3         Nothing in these Terms and Conditions of Use shall be interpreted as granting to you any licence of IPR owned by SMARTIFY, SMARTIFY or its licensors.

  1. How we may use your personal information

7.1         We will use your personal information as set out in our Privacy Policy.

  1. Disclaimer and Liability

8.1         You are responsible for the accuracy of the information that you enter or submit into the Services. While SMARTIFY does its best to ensure that any information provided as part of the Services are correct at the time of inclusion on the Services, SMARTIFY cannot guarantee the accuracy of such information, and we make no representations, warranties or guarantees, whether express or implied, that the content on the Services is accurate, complete or up to date. The content on the Services is provided for general information only. It is not intended to amount to advice on which you should rely.

8.2         Please note that we only provide the Services for domestic and private use. You agree not to use the Services for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

8.3         If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation.

8.4         Nothing in these Terms and Conditions of Use shall limit or exclude SMARTIFY’s liability for death or personal injury caused by SMARTIFY’s negligence or for fraud or fraudulent misrepresentation.

8.5         Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products to you, which are set out in our Terms and Conditions of Sale below.

  1. External websites and applications

9.1         Where the Services contain links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.

  1. Changes to/operation of the Services

10.1       SMARTIFY may change the format and content of all or any part of the Services at any time, including but not limited to removal of features or functionalities in the Services.

10.2       We do not guarantee that the Services, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Services for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

10.3       Updates to the Services may be issued from time to time through the Apple App Store or Google Play Store. Depending on the update, you may not be able to use all or part of the Services until you have downloaded the latest version of the Services and accepted any new terms.

  1. Transfer of Rights

11.1       We may transfer our rights and obligations under these Terms and Conditions of Use to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under these Terms and Conditions of Use.

  1. Complaints Procedure

12.1       If you have a question or complaint about the Services, please contact info@smartify.org.uk.

  1. Severance and waiver

13.1       If a court finds a provision of these Terms and Conditions of Use illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

13.2       Even if we delay in enforcing these Terms and Conditions of Use, we can still enforce them later. If we do not insist immediately that you do anything you are required to do under these Terms and Conditions of Use, or if we delay in taking steps against you in respect of your breaking these Terms and Conditions of Use, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

  1. Termination

14.1       SMARTIFY reserves the right in its sole discretion to terminate your account and/or access to the Services or any functionalities thereof, delete your profile and any of your User Generated Content and/or restrict your use of all or any part of the Services at any time, for any or no reason, without notice and without liability to you or anyone else. SMARTIFY also reserves the right to prevent access to the Services or any of its functionalities or features.

14.2       If we take any action against you, pursuant to Clause 14.1 above, you are not allowed to create a new account to circumvent the termination, deletion or restriction.

  1. Changes to these Terms and Conditions of Use

15.1       SMARTIFY may change these Terms and Conditions of Use at any time without notice, effective upon posting the amended Terms and Conditions of Use to the Services. In the event that the Terms and Conditions of Use are amended, you will be asked to accept those revised Terms and Conditions of Use when you next use the Services. If you don’t agree to the updates to our Terms and Conditions of Use, please do not use the Services going forward.

  1. Jurisdiction

16.1       These Terms and Conditions of Use, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.

 

Supplemental Terms and Conditions of Sale

 

These terms (the “Terms and Conditions of Sale”) apply in addition to and supplement the above Terms and Conditions of Use, when you use the SMARTIFY Marketplace. To the extent there is any conflict between the a provision of the Terms and Conditions of Use and the Terms and Conditions of Sale, the Terms and Conditions of Sale shall take precedence.

SMARTIFY Marketplace is a global multi-seller museum marketplace with every order helping directly support our museum partners. We offer a collection of products from different museums based in different countries around the world.

 

  1. These Terms and Conditions of Sale are legally binding and only for consumers

1.1         Please review these Terms and Conditions of Sale carefully and make sure that you understand them before using the Services and/or making an order. These terms constitute a legally binding agreement between: (a) in the context of your use of the SMARTIFY Marketplace and other Services, you and us; and (b) in the context of the contract for your purchase of products, you and the relevant Retailer who is the producer/seller of those products, with their specific obligations more fully described below. We conclude these Terms and Conditions of Sale on the relevant Retailer’s behalf acting as their agent, and on our own behalf. By “Retailer", we mean the museum or other organisation for whom we market, promote and publish products through the Services. You can find a list of our Retailers, and their details, here.

1.2         The products and other services offered via the SMARTIFY Marketplace are for consumers only – they are only to be used for non-commercial, non-business, private purposes by consumers. By accepting these Terms and Conditions of Sale, you confirm to us that you are a consumer and not acting in the course of a business or trade.

1.3         To contact us email our customer services team at support@smartify.org.uk.

  1. How does the SMARTIFY Marketplace work?

2.1         We operate the SMARTIFY Marketplace as an electronic marketplace platform, where we allow you to make orders to pay for products and have the product(s) delivered to the address you specify.

2.2         You are entering into these terms with both us (where the obligations don’t relate to a Retailer) and with the relevant Retailer (where the obligations relate to a Retailer). As mentioned above, we conclude these Terms and Conditions of Sale on the relevant Retailer’s behalf acting as their agent, and on our own behalf. You are buying the products from the Retailer, and SMARTIFY is the intermediary which facilitates your making orders with the Retailer and your payment for that order.

2.3         In our agreements with them, we require our Retailers to ensure the products they make available on the SMARTIFY Marketplace comply with applicable laws.

  1. Placing an order and its acceptance

3.1         Placing your order. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the products specified in the order subject to these Terms and Conditions of Sale.

3.2         Correcting input errors. Please check your order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.

3.3         Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted.

3.4         How these Terms and Conditions of Sale are formed. These terms are formed between you and the Retailer when the relevant Retailer confirms to us that it has the relevant products in stock and we send you an order confirmation email to that effect. It is formed between you and us as soon as you use the SMARTIFY Marketplace or our other Services. We will send that order confirmation email to the email address associated with your account or, if you check-out as a ‘guest’, to the email address you entered during the checkout process.

3.5         If we cannot accept your order. If we are unable to supply you with the products for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the products, we will refund you the full amount including any delivery costs charged as soon as possible.

3.6         Your rights to make changes. If you wish to make a change to an order please contact us immediately. We will let you know if the change is possible although this will depend on the Retailer. If it is possible the Retailer will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

  1. Our products

4.1         Products may vary slightly from their pictures. The images of the products on the SMARTIFY Marketplace are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images.

4.2         Product packaging may vary. The packaging of the product may vary from that shown in images on the SMARTIFY Marketplace.

  1. Deliveries and returns

5.1         Our Delivery Policy provides details of how and when your order will be delivered and is incorporated into these terms by reference.

5.2         Our Returns Policy details how and when you can return any products you have ordered and is incorporated into these terms by reference.

5.3         We are not responsible for delays outside our control. If our or the Retailer’s supply of the products is delayed by an event outside our or the Retailer’s control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we and the Retailer will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to cancel your order and receive a refund for any products you have paid for but not received.

  1. Product prices

6.1         The prices of the products will be as quoted on the SMARTIFY Marketplace at the time you submit your order. We take all reasonable care to ensure that the prices of products are correct at the time when the relevant information was entered onto the platform.

6.2         Prices for our products may change from time to time, but changes will not affect any order you have already placed.

6.3         The price of products includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the products in full before the change in VAT takes effect.

6.4         The price of the products does not include delivery charges. The delivery charges are as advised to you during the check-out process, before you confirm your order.

6.5         Payment for the products and all applicable delivery charges is in advance. We will not charge your debit card or credit card until we dispatch your products.

  1. Summary of your legal rights and cancelling your order

7.1         For most products bought online you have a legal right to change your mind within 14 days and receive a refund for the purchase of that product.

7.2         The Consumer Rights Act 2015 says that goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:

(a)          Up to 30 days: if your goods are faulty, then you can get an immediate refund. 

(b)          Up to six months: if your goods can't be repaired or replaced, then you're entitled to a full refund, in most cases.

(c)           Up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.

7.3         To cancel your order or if you have changed your mind about a product you have already received, contact us at support@smartify.org.uk. We will email you to confirm we have received your cancellation. Please note, if you cancel an order that has been dispatched or has already been delivered to you, you are obliged to pay the cost of the return shipping – we are unable to refund this or the original shipping fee.

  1. SMARTIFY’s responsibility for loss or damage suffered by you

8.1         We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with a provision of these Terms and Conditions of Sale that applies to us, we are responsible for loss or damage you suffer that is a foreseeable result of that failure to comply, or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time these terms were agreed to, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

8.2         We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; and for fraud or fraudulent misrepresentation.

8.3         Where we are not responsible to you.

(a)          SMARTIFY does not manufacture the products sold through the SMARTIFY Marketplace, they are sold directly by the Retailer. As such, SMARTIFY cannot make any promises to you about their quality, safety, or compliance with applicable laws, although we do oblige our Retailers to comply with applicable laws. Any legal claim related to a product purchased on the SMARTIFY Marketplace must be raised with the Retailer. You acknowledge and agree that you will not bring any claim against SMARTIFY related to products sold on the SMARTIFY Marketplace, such as in relation to defects, misrepresentations or product liability claims.

(b)          You may find some of the products on the SMARTIFY Marketplace (or a product listing) offensive or inappropriate. We make no representations concerning this and we are not responsible for the accuracy, copyright compliance, legality, or decency of content posted by Retailers on the SMARTIFY Marketplace, although again we do oblige our Retailers to comply with a set of standards and applicable laws in relation to this.

  1. The Retailer’s responsibility for loss or damage suffered by you

9.1         The Retailer is responsible to you for foreseeable loss and damage caused by it. If the Retailer fails to comply with a provision of these Terms and Conditions of Sale that applies to it, it is responsible for loss or damage you suffer that is a foreseeable result of that failure to comply, or for its failure to use reasonable care and skill, but it is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time these terms were agreed to was made, both the Retailer and you knew it might happen, for example, if you made the Retailer aware of this.

9.2         The Retailer does not exclude or limit in any way its liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights, including in relation to the right to receive products which are: as described and match information provided to you and any sample or model seen or examined by you; of satisfactory quality; fit for any particular purpose made known to you; supplied with reasonable skill and care and, where installed by the Retailer, correctly installed; and for defective products under the Consumer Protection Act 1987.

9.3         The Retailer is not liable for business losses. The Retailer only supplies the products for domestic and private use. If you use the products for any commercial, business or re-sale purpose the Retailer will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.