1. The Pattern Cloud is owned and operated by The Pattern Cloud Limited (registered number 9428068) and with registered address at G5, The Business Centre, Priority Business Park, Barry, South Glamorgan, Wales, CF63 2AW (“TPC”).
    2. You may only access and use The Pattern Cloud in accordance with these Terms and Conditions.
    3. The Pattern Cloud acts as a venue to allow you to browse, locate and buy prints, patterns graphics and any other form of design (“Designs”) of any person or entity that is authorised by TPC to publish Designs on The Pattern Cloud (“Design Studios”).
    4. TPC may change, suspend or discontinue The Pattern Cloud (or any part thereof) at any time, including the availability of any feature, database, or content. TPC may also impose limits on certain features and services or restrict your access to parts or all of The Pattern Cloud without notice or liability.
    5. You are responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access or otherwise use The Pattern Cloud, including modems, hardware, software, and long distance or local telephone service.
    6. TPC may perform maintenance on The Pattern Cloud from time to time that may result in service interruptions, delays or errors. TPC will not be liable for any such interruptions, delays or errors. You agree that TPC may contact you in order to assist you with The Pattern Cloud and to obtain information needed to identify and fix any errors.
    1. You will need to open an account with TPC before you can place an order. This involves providing TPC with some compulsory personal information which must be validated by TPC.
    2. Please read TPC’s Privacy Policy for more information on how your personal information will be used.
    3. TPC reserves the right at its sole discretion to decline a new account registration or to suspend or terminate your account at any time.
    4. TPC will contact you by email to notify you whether or not your account has been activated.
    5. By registering to open an account you confirm that the details provided by you on registration, or at any time, are correct and complete. You must inform TPC immediately of any changes to the information that you provided when registering by updating your personal details in your account.
    6. You (a) must keep your passwords secure and confidential; (b) are solely responsible for all activity in your account; and (c) must use commercially reasonable efforts to prevent unauthorised access to your account, and notify PTC promptly of any unauthorised access. TPC reserves the right at its discretion to modify or withdraw a password at any time.
    1. After you place an order TPC will send you an email acknowledging receipt of your order. Please note that this email does not constitute acceptance of your order.
    2. Following receipt of your order, you will be charged for your order using your selected method of payment, and for each of the Designs specified in your order TPC will obtain authorisation from the relevant Design Studio to grant you access rights to the high resolution file for that Design (“Access Rights”).
    3. The contract of sale for each Design will be created when the applicable Design Studio for the Design grants you Access Rights for that Design. The contract of sale is created between you and the applicable Design Studio, and it incorporates the Listing for the Design and the Terms of Sale (as available on The Pattern Cloud) as at the date on which you place your order.
    4. Before you are granted Access Rights for any Design, TPC may decline your order for that Design for any reason, including legal and regulatory reasons and if TPC does not obtain authorisation from the relevant Design Studio to grant you access rights to the high resolution file for that Design. If TPC declines your order for any Design for which you have already been charged, TPC will refund you in full for such Design as soon as reasonably possible.
    5. TPC will send you an email on behalf of each Design Studio setting out the Designs in your order and whether you have been granted Access Rights for each Design.
    6. You agree that TPC is not responsible, and does not have any liability, for any Designs on The Pattern Cloud other than those which TPC has purchased and in respect of which TPC owns the copyright. Accordingly:
      1. TPC is not a party to the contract of sale for the Design or any other dealings between you and the Design Studio;
      2. TPC does not own the Design or grant you any rights to use the Design; and
      3. TPC merely acts as an agent on behalf of the Design Studio and displays the Designs on The Pattern Cloud and provides administration services for the Design Studio which include the conformation of orders, processing of payment and administration.
    1. The processing of your order is automatic. If you wish to amend or cancel your order you must contact TPC immediately. TPC will do its best to stop your order from being processed, but this may not be possible given the speed at which it is processed and the involvement of the Design Studios in the process.
    1. You acknowledge that, unless TPC has purchased a Design and owns the copyright in it, TPC has no control over the details, descriptions and prices of any Design (the “Listing”) and does not purport to monitor the Listing. The Listing is entered by the relevant Design Studio at the time at which it uploads the Design to The Pattern Cloud. Accordingly, when ordering Designs through The Pattern Cloud, please note the following:
      1. Orders will only be accepted if there are no material errors in the description of the Designs or their prices as advertised on The Pattern Cloud. If TPC discovers an error in the price of any Design you have ordered TPC will contact you by email to inform you of this error and TPC will give you the option of continuing to purchase the Design at the correct price or cancelling your order for that Design. TPC will not process your order until TPC has received your instructions. If TPC does not receive your instructions, TPC will treat your order for that Design as cancelled and notify you by email.
      2. Whilst TPC tries to display the colours of the Designs accurately on The Pattern Cloud, the actual colours you see will depend on your monitor and TPC cannot guarantee that your monitor's display of any colour will accurately reflect the colour of the Designs made available for download or delivery.
      3. All Exclusive Designs are subject to availability. If for any reason an Exclusive Design you have ordered is not available, TPC will inform you as soon as possible and TPC will not be liable to you except to ensure that you are not charged for that Design.
      4. All information on The Pattern Cloud regarding the Designs is provided in good faith, solely for your convenience and does not constitute an introduction, endorsement or recommendation by TPC. Accordingly, TPC does not make any representations, does not endorse or guarantee, and does not accept any responsibility or liability of any kind whatsoever for the Designs (unless it is the Design Studio) or the qualifications, background, or identities of the Design Studios.
    1. The prices of the Designs are exclusive of VAT, sales tax and other similar taxes, and you are responsible for payment of such taxes at the rate and in the manner for the time being prescribed by law.
    2. If any withholding type tax is levied on a payment to TPC, then you must increase the amount paid to TPC so that the amount received after the withholding tax is deducted is the full amount TPC would have received if no withholding deduction had been made.
    3. You acknowledge that in respect of each Design, TPC acts as the Design Studio's agent in collecting the prices, delivery charges and taxes from you. Payment by you to TPC of such amounts in respect of any Design constitutes full and final settlement of such amounts by you to the relevant Design Studio.
    4. You must pay in the currency stated on The Pattern Cloud.
    5. You must make all payments in full without set-off, deduction, counter-claim or withholding.
    6. Prices for Designs may change from time to time, but changes will not affect any order you have already placed.
    1. The software, workflow processes, user interface, designs and other technologies provided by TPC as part of The Pattern Cloud are the proprietary property of TPC and its licensors. All right, title and interest in and to such items, including all associated intellectual property rights, remain with TPC. You must not remove or modify any proprietary marking or restrictive legends as part of The Pattern Cloud. TPC reserves all rights unless expressly granted under these Terms and Conditions.
    2. You must not:
      1. sell, resell, rent or lease The Pattern Cloud or use it in a service provider capacity;
      2. interfere with or disrupt the integrity, performance or security of The Pattern Cloud, prevent access to or use of The Pattern Cloud by other users, or in TPC's reasonable judgment impose an unreasonable or disproportionately large load on the infrastructure, network capability or bandwidth;
      3. attempt to gain unauthorised access to The Pattern Cloud or related systems or networks;
      4. reverse engineer or otherwise decompile any aspect of The Pattern Cloud except to the extent permitted by law; or
      5. access The Pattern Cloud to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
    3. You are not granted any rights or licence in respect of the trademarks, service marks or logos of TPC, which are and will remain the sole and exclusive property of TPC.
    4. By submitting ideas, suggestions or feedback to TPC regarding The Pattern Cloud, you agree that such items submitted do not contain confidential or proprietary information; and you hereby grant TPC an irrevocable, unlimited, royalty-free and fully-paid perpetual license to use such items for any business purpose.
    1. You must not access or use The Pattern Cloud in any manner or for any purpose other than as expressly permitted by these Terms and Conditions.
    2. You may only use The Pattern Cloud for commercial purposes and in accordance with the applicable laws.
    3. You must not use any Design in any way until you are granted Access Rights for that Design. For the avoidance of doubt, your Access Rights are for the use of the high resolution file for a Design only. You are not granted any rights to use any of the representations of a Design on The Pattern Cloud (including the images of the Design on garments). These are provided for illustration purposes only.
    4. You must not:
      1. use The Pattern Cloud to store or transmit indecent, obscene, pornographic, blasphemous, infringing, defamatory, libellous or otherwise objectionable, unlawful or tortious material, or material which violates third party rights;
      2. send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, or send spam or otherwise duplicative or unsolicited messages in violation of any applicable laws and regulations.
    5. You must not use The Pattern Cloud as a tool for selecting Designs across multiple Design Studios and then contact the Design Studios directly to complete the purchase. The purchase must be completed on The Pattern Cloud.
    1. 9.1 You will indemnify and hold harmless TPC from and against any losses, damages, expenses and other charges (including reasonable fees and expenses of legal and other advisers, court costs and other dispute resolution costs) incurred by TPC for any third party claims arising from or in connection with:
      1. your use of The Pattern Cloud in breach of these Terms and Conditions; and
      2. your use of any Design.
    1. You acknowledge that The Pattern Cloud is made available free of charge, and that use of The Pattern Cloud is entirely at your own risk. Accordingly, The Pattern Cloud is provided on an 'as is' and ‘as available’ basis.
    2. To the maximum extent permitted by law TPC hereby excludes all warranties and representations of any kind, express or implied, regarding The Pattern Cloud, including warranties and representations:
      1. as to the accuracy, quality, reliability, suitability, completeness, truthfulness, usefulness, or effectiveness of The Pattern Cloud;
      2. that The Pattern Cloud will meet your requirements;
      3. that The Pattern Cloud will function uninterrupted or error-free; and
      4. that The Pattern Cloud is secure, free from attack, interference, hacking or other security intrusion, or free of malicious programs or other harmful components.
    3. Nothing in these Terms and Conditions will operate to exclude or limited TPC's liability for (a) death or personal injury caused by TPC's negligence, (b) fraud or (c) any other liability which cannot be excluded or limited under applicable law.
    4. Subject to clause 10.3, TPC will have no liability to you or any other person for any damage or loss of any kind, whether such damage or loss is direct, indirect, special or consequential and whether it arises in contract, tort (including negligence) or otherwise, even if such loss was reasonably foreseeable or TPC has been advised of the possibility of such loss. In particular, and without limitation to the foregoing, TPC will have no liability, obligation or responsibility whatsoever in relation to (a) loss of profits; (b) loss of sales, income, business or opportunity; (c) loss of anticipated savings; (d) loss of, or damage to, reputation or goodwill; or (e) loss of use of, or corruption to, software, data or information.
    1. TPC will have in place appropriate technical and organisational measures to protect your data against accidental or unlawful destruction or accidental loss or alteration or unauthorised disclosure or access and against all other unlawful forms of processing.
    2. Please read the TPC Privacy Notice which also governs your use of The Pattern Cloud.
    3. TPC may use non-personally identifiable data within The Pattern Cloud for purposes of enhancing The Pattern Cloud, aggregated statistical analysis, technical support and other business purposes.
    1. The Pattern Cloud may include a web browser via which you may access other websites provided by third parties. TPC has no control over the contents of those websites. TPC does not warrant, endorse, guarantee, or assume responsibility for any such websites, their contents or their privacy practices. TPC will not be responsible for, and expressly disclaims any and all liability related to, any loss or damages caused by use or reliance on any content, features, goods or services made available through such websites. TPC will not be a party to or in any way monitor any transaction entered into by you in connection with other websites provided by third parties.
    1. If a dispute arises between you and TPC, please contact TPC by email. TPC will consider reasonable requests to resolve the dispute through alternative dispute resolutions procedures, such as mediation, as an alternative to litigation.
    2. If you have a dispute with a Design Studio, TPC encourages you to contact the Design Studio directly to resolve the dispute amicably. TPC is not a party to any contracts of sale for the Designs (unless TPC is the Design Studio for the particular Design). Accordingly, in respect of any dispute with a Design Studio or arising from or in connection with a contract of sale for a Design:
      1. you agree to pursue such dispute independently of and without recourse to TPC; and
      2. you hereby release TPC from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any such dispute. However, if you are unable to resolve the dispute amicably with the Design Studio, TPC can offer guidance.
    1. TPC reserves the right to make changes to these Terms and Conditions at any time by publishing a revised version of these Terms and Conditions on The Pattern Cloud, but no changes will apply to any orders you submitted before the change. Your continued use of The Pattern Cloud indicates your acceptance of such changes. You are advised to check these Terms and Conditions from time to time for any changes that may affect you. TPC last modified these Terms and Conditions on the date stated at the beginning of these Terms and Conditions.
    1. When you use The Pattern Cloud or send emails to TPC, you are communicating with TPC electronically. TPC will communicate with you by email or by posting notices on The Pattern Cloud.
    2. For contractual purposes you agree to receive communications from TPC electronically and you agree that all notices and communications which TPC provides you electronically satisfy any legal requirement that such communications are in writing, unless mandatory applicable laws specifically require a different form of communication.
    3. All notices that you are required or desire to give to TPC must be in writing and sent:
      1. by registered post or courier to TPC at 9 Bernard Street, Swansea, Wales SA2 0HU and marked for the attention of the Operations Manager; and such notices will be deemed to be received by TPC three (3) Business Days after the date on which they are sent by registered post or courier; or
      2. by email provided that the email is sent from the email address as detailed in your account on The Pattern Cloud; and such notices will be deemed to be received by TPC immediately. If for any reason you send an email from a different email address TPC will not take any responsibility if it does not receive the email for any reason, including if it is categorised as spam.
    1. If you breach these Terms and Conditions and TPC takes no action, TPC will still be entitled to use its rights and remedies in any other situation where you breach these Terms and Conditions.
    2. If any of these Terms and Conditions is found to be invalid, unenforceable or illegal, then such provision will be severed and will not affect the validity and enforceability of any remaining Terms and Conditions.
    3. In interpreting these Terms and Conditions (unless the context otherwise requires) any phrase introduced by the terms "including" and "includes" or any similar expression will be construed as illustrative and will not limit the sense of the words preceding those terms.
    4. The Terms and Conditions and your use of The Pattern Cloud are governed by and construed in accordance with English law. Any dispute or claim arising in connection with these Terms and Conditions, your use of The Pattern Cloud or any non-contractual dispute will be subject to the exclusive jurisdiction of the English courts.