In this Agreement the terms “we”, “us” and “our” mean the Seller as defined below; the terms “you” and “your” mean you, the Customer as defined below; and the term “Agreement” means these terms and conditions, together with any other related documentation as amended from time to time in accordance with clause 11.2.
Please take the time to read this document carefully, as it forms a binding obligation between you and the Seller.
1.1 Unless the context otherwise requires the following words and phrases shall have the following meanings:
“Customer” means a person that purchases an Item using the Website;
“Customer Account” means an online account you can activate and access to view and manage your order;
“Data Protection Legislation” means European Union Regulation 2016/679 (the “General Data Protection Regulation”) and associated legislation, regulations and guidance;
“Database” means any collation of information stored by the Seller in electronic form relating to Customers;
“Device” means a personal computer or other electronic device (including smartphones, tablets or similar);
“Digital Item” means any product delivered to the Customer electronically including but not limited to video files, music files or other digital assets;
“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
“Item” means any item or service listed for sale on the Website, including without limitation any Recording, item of clothing, artwork or other merchandise;
“Music Glue” means the provider of the e-commerce Website only;
“Password” means a password provided to the Customer by the Seller giving access to any part of the Website or any Website Content, and includes any changes to that password made by the Customer;
“Payment Partner” means such third party payment agent authorised by the Seller from time to time to facilitate payments for Items purchased via the Website;
“Personal Data” means personal data (as defined in the Data Protection Legislation) relating to the Customer as acquired by the Seller via the Website;
“Physical Item” means any physical good sent to the Customer by post;
“Recording” means audio and/or audio-visual recordings, whether downloaded from the Website, artist website, Rights Holder website, through a mobile or tablet application, email, social networking sites, or any other form of digital distribution;
“Recordings Licence” means, in respect of any Recording, the Customer’s licence to access and use such Recording as set out in clause 5.3;
“Recordings Licensor” means, in respect of any Recording, the owner of the Intellectual Property Rights in that Recording;
“Rights Holder” means the owner of the Intellectual Property Rights in a Recording;
“Seller” means the vendor that offers Items for sale on the Website, contracting directly with the Customer;
“Website” means the website provided by Music Glue and used by the Seller to market and transact Items to the Customer;
“Website Content” means all Data, and any other software, artwork, layout, trademarks or other materials comprising the Website or made available at the Website.
1.2 Where the context requires in this Agreement words denoting the singular shall include the plural and vice versa, words denoting the masculine gender shall include the feminine gender and words denoting persons shall include corporate entities. Unless the context otherwise requires references in this Agreement to any clause shall be deemed to be a reference to a clause in this Agreement, and references to any schedule shall be deemed to be a reference to a schedule to this Agreement. Unless the context otherwise requires any reference in this Agreement to any statute or other regulation or any guild agreement shall be a reference to such as the same may from time to time be amended or replaced. References to a party shall be deemed to include that party’s successors in title and shall unless the context requires otherwise be deemed to be a reference to a party to this Agreement. The headings used in this Agreement shall be deemed not to be a part of this Agreement nor act in the construction of any provision of this Agreement.
2.1 All Items available via the Website are offered and provided by the administrator(s) of the Website referred to as “Sellers”.
2.2 In respect of all Items:
2.2.1 the identity of the Seller(s) will be disclosed to Customers on the basket page of the Website;
2.2.2 the Customer is entering into a contract with the Seller which may contain terms in addition to those set out in this Agreement as set out on the Website;
2.2.3 the terms of this Agreement shall, to the extent relevant, be deemed to be included in any contract between the Customer and the Seller in relation to the sale, purchase and / or use of such Item, as though this Agreement were entered into between the Customer and the Seller (and to the extent of any conflict or inconsistency between this Agreement and any terms furnished by the Seller, this Agreement shall take precedence);
2.2.4 the Customer acknowledges and agrees that in respect of such Items Music Glue is acting only as a platform provider to facilitate the creation and performance of a contract between the Customer and the Seller;
2.2.5 Music Glue may provide certain administrative services in relation to the provision of such Items to you by the Seller, but is not the seller of such Items;
2.2.6 the details and description of Items as displayed on the Website are the responsibility of the Seller; and
2.2.7 queries and complaints are the responsibility of the Seller.
2.3 Each order by the Customer is an offer to buy the Items set out in such order. When you place an order, the Website will send you an email confirming receipt of the order (the “Order Acknowledgment”). The Order Acknowledgment is an acknowledgement that the Seller has received your order, and does not confirm acceptance by the Seller of your offer to buy the Item(s) ordered. Neither Music Glue nor any Seller (as the case may be and subject to clause 2.2) accepts the offer, and no contract in respect of such Item(s) is formed, until the Customer receives clear confirmation of the same either via the Website or via email. This will only happen when the Customer’s payment for the relevant Item has been accepted and cleared via the Payment Partner’s payment gateway. No order for any Item can be guaranteed until you receive such confirmation.
2.4 Where the Customer is directed to a Seller’s, Payment Partner’s or other third party’s website (“Linked Site”), the Customer acknowledges that such Linked Site is not under Music Glue’s control, and Music Glue is not responsible for and does not endorse the content of such Linked Site, including any information or materials contained on such Linked Site. The Customer will need to make their own independent judgement regarding their interaction with these Linked Sites.
3.1 The Customer agrees to comply with the terms and conditions set out in this Agreement, and in particular the Customer agrees:
3.1.1 to pay for all Items purchased via the Website;
3.1.2 to comply with all relevant laws, regulations and statutes when using the Website and any Item purchased from it;
3.1.3 not to disclose or permit the disclosure to any third party of any Password;
3.1.4 to accept responsibility for all activities that occur under the Customer Account, including for any transactions, payments or losses made or caused using the Customer’s Password;
3.1.5 to promptly notify the Seller of any person impersonating the Customer at the Website or using the Customer’s Password without the Customer’s permission;
3.1.6 not to do or attempt to do anything which interferes with the operation of the Website including any attempt to gain unauthorised access to or use of any Website Content;
3.1.7 not to attempt to alter or otherwise carry out any unauthorised act in respect of any digital rights management applications or data embedded in Recordings or other digital content made available at the Website; and
3.1.8 not to resell, reproduce or exploit any Item or Website Content except as expressly permitted in this Agreement.
3.2 The Customer is responsible for ensuring that all details provided to the Seller are correct and complete, and for informing the Seller of any changes to the information the Customer has provided
4.2 Subject to clause 4.1, Music Glue may retain Personal Data as part of a Database notwithstanding that the Customer may cease to access the Website.
5.1 The Customer hereby acknowledges and agrees that all Intellectual Property Rights in and to the Website and the Items are the property of Music Glue and its licensors (including the Sellers), and that Music Glue and its licensors hereby expressly reserve all Intellectual Property Rights not explicitly granted in this Agreement or by a Seller.
5.2 The Seller grants to the Customer a non-exclusive, limited, revocable and personal licence to use the Website and the Website Content for the purpose of browsing and purchasing Items only. Unless and to the extent otherwise explicitly stated on the Website or in this Agreement, such licence does not include any right for the Customer or any third party to copy, reproduce, republish, upload, post, publicly display, encode, translate, transmit, “mirror” or distribute in any way to any other computer, server, website or other medium, any Website Content for (i) publication or distribution; or (ii) for any commercial purpose.
5.3 In respect of any Recording purchased via the Website, the Customer will, unless otherwise stated on the Website at the time of purchase and subject to clause 5.4, have a personal, non-transferrable, limited, revocable, non-exclusive, worldwide, royalty-free licence to access and play the Recording for personal and non-commercial purposes only, and to download the Recording one or more times as permitted by the functionality of the Website from time to time.
5.4 Unless and to the extent otherwise explicitly stated on the Website or in this Agreement, no Recordings Licence will include any right for the Customer or any third party to (i) use any Recording for any commercial purpose, or (ii) copy, reproduce, republish, upload, post, publicly display, encode, translate, transmit, “mirror” or distribute in any way to any other computer, server, website or other medium any Recording (or allow any third party to do the so).
5.5 The Customer acknowledges and agrees that all Recordings Licences are granted by the Recordings Licensor, and that such Recordings Licensor will in many cases be the Seller and not Music Glue.
5.6 In respect of any physical Item, unless explicitly stated otherwise on the Website or in terms furnished by the Seller, the relevant licensor shall grant you a non-exclusive, non-transferable, limited, revocable and personal licence to use any such Item (and any Intellectual Property Rights therein) for your own personal and non-commercial use.
5.7 If you believe that any Item offered for sale via the Website infringes your Intellectual Property Rights, please contact the Seller in the first instance.
5.8 The Customer understands that by using the Website or by purchasing Items from it, the Customer may encounter material that the Customer deems to be offensive, indecent, or objectionable, and that such content or Items may or may not be identified as containing explicit material. The Customer also agrees that Music Glue is not liable for any offence, injury or other harm suffered by the Customer as a result of acquiring any Content other than arising from the negligent act of Music Glue. Product types and descriptions, and where appropriate, samples will be provided for the Customer’s convenience but the Customer acknowledges and agrees Music Glue is not responsible for the accuracy of the same.
5.9 The Customer acknowledges and agrees that delivery of Items does not transfer to the Customer any commercial or promotional use rights in the Items.
6.1 In respect of Physical Items that you purchase via the Website, unless otherwise stated, the following rules apply:
6.1.1 you may cancel the purchase and claim a refund for any reason at any time before the Physical Item(s) have been dispatched or within 14 days from the date of receipt of the Physical Item(s) provided that you send back the Item(s) to the relevant Seller at your own cost; you must send the Item(s) back within 14 days of informing the Seller of the cancellation; items you do not have the right to cancel are Items made to order or clearly personalised as well as sealed audio or video recordings including but not limited to sealed CDs, DVDs, vinyl and box sets, once they are unsealed;
6.1.2 if a Physical Item arrives damaged, defective or not as described, you have 6 months from the date the Physical Item was delivered to you to contact the Seller via email providing clear proof of the condition of the Physical Item; if the Item is clearly damaged, defective or not as described, the Seller will offer you a full refund, a partial refund or a replacement (if available); the Seller may request that you send the Item(s) back and in that case, the Seller will deal with you directly to discuss any reimbursement of return postage;
6.1.3 if the 6 month period has expired and you discover that the Physical Item is defective, you can still contact the Seller, however you have to prove that the Physical Item was defective when you first received it;
6.1.4 note that a product is “defective” where a manufacturing or material fault occurs; a Physical Item damaged due to wear and tear is not considered defective;
6.1.5 if the Physical Item(s) are being returned, the Seller will withhold reimbursement until the Seller receives the goods;
6.1.6 you may be liable if the value of the goods returned diminishes due to the handling of the goods other than as necessary to establish the nature, characteristics and functioning of the goods; returned goods that are not in new and unused condition may not be fully reimbursed;
6.1.7 if you do not receive a Physical Item within the delivery timeframe specified in your Customer Account and/or in any email communication, please contact the Seller via email or your Customer Account;
6.1.8 Exchanges are at the discretion of the Seller. Please contact the Seller to find out if exchanging your item is an option.
6.2 In respect of Digital Items that you purchase via the Website:
6.2.1 you may cancel the purchase and claim a refund for any reason within 14 days of purchase (or the date the download was made available, whichever is later) only as long as you have not downloaded the Item; the Seller cannot offer a refund after the 14 day cancellation period or after you have downloaded the Item unless as specified in 6.2.2;
6.2.2 if you receive an unacceptably poor download, you should reattempt the download, but if the issue cannot be resolved you must tell the Seller as soon as possible and no later than 30 days from the date of purchase (or the date the download was made available, whichever is later); the Seller will attempt to provide you with a satisfactory download within 14 days of you raising the issue but if unable to do so, the Seller may provide you with a full or partial refund; no refunds are offered in any other case.
6.4 In respect of all Items:
6.4.1 all purchases are subject to credit or debit card verification and/or other security checks; if your payment has not passed the verification process, an order will not be created and you will not receive an order confirmation; in rare circumstances, your payment may be recalled by the associated bank or payment provider after an order has been created and order confirmation sent, in those circumstances, the Seller reserves the right to cancel the order; the Seller accepts no responsibility or liability for such cancellations;
6.4.2 to prevent fraud and any other illegal activity, the Seller reserves the right to carry out checks with fraud prevention agencies and databases; the Seller may also request you to provide additional information in order to verify your purchase(s);
6.4.3 if the Seller reasonably suspects that any order has been made fraudulently or otherwise in breach of these Terms & Conditions, the Seller reserves the right to cancel it, without prior notice to you.
9.1 All prices shown on the Website are inclusive of all applicable taxes and fees except any customs or import duties or except where stated otherwise. Items for delivery outside of the EU may be subject to import duties and taxes, which are levied once the package reaches the specified destination, any additional charges for customs clearance must be borne by you; the Seller has no control over these charges.
9.2 Payment for all Items purchased via the Website shall be transacted by the Payment Partner as agent for the Seller. However, any queries or complaints relating to such transactions shall in the first instance be directed to the Seller, notwithstanding the applicable terms of the Payment Partner.
9.3 The Customer will pay for all Items purchased via the Website using such payment method as is offered by the Payment Partner, and the Customer shall be responsible for maintaining all necessary security and permissions with regard to the particular payment method chosen by the Customer. The Customer shall be responsible for all losses (including interest, bank charges and reasonable legal fees) incurred by Music Glue, the Payment Partner and any Seller as a result of a breach by the Customer of this clause 9.3.
9.4 If an Item becomes unavailable following completion of a payment transaction but prior to download or delivery of the Item, the Customer’s sole remedy is a refund of the price paid for the unavailable Item. If technical problems prevent or unreasonably delay delivery of the Item, the Customer’s exclusive and sole remedy is either replacement of the Item or refund of the price paid, as determined by the Seller.
9.5 Any refund made under this Agreement will, except where the refund is made as a result of the relevant Item being defective, have deducted from it the charges that the Payment Partner levies in making the refund payment.
10.1 The Customer indemnifies Music Glue and the Seller against any loss (including legal fees) that Music Glue or the Seller may suffer resulting from any claim against Music Glue or the Seller inconsistent with any representation or agreement made by the Customer in this Agreement.
10.2 Music Glue’s and the Seller’s liability under this Agreement shall be limited as follows (other than in respect of personal injury caused by negligence or any other liability which cannot by law be excluded or limited):
10.2.1 in respect of any claim arising from the purchase of any Item, the amount paid by the Customer for such Item; and/or
10.2.2 in respect of any other claim, or aggregate claims, one pound (£1).
10.3 The Customer acknowledges that Music Glue is not responsible for examining or evaluating the content, accuracy or quality of any Seller Website or any Items or services offered or provided by Sellers via the Website, and makes no warranty and expressly disclaims all liability and responsibility as to the content, accuracy or quality of such Items or services.
11.1 The Customer shall not disclose without the Seller’s prior written consent any confidential information that the Customer may receive pursuant to entering into this Agreement save as required in legal proceedings or to the Customer’s professional advisers. A disclosure by the Customer’s professional advisers shall be deemed to be a disclosure by the Customer.
11.2 Music Glue or the Seller may in its sole discretion vary this Agreement or impose new or additional terms and conditions at any time by posting such variations or additions on the Website. The Customer’s continued use of the Website after such variations or additions have been posted shall be deemed to constitute the Customer’s agreement to such variations or additions.
11.3 Music Glue shall not be in breach of its obligations under this Agreement where performance is prevented by circumstances beyond its reasonable control. Music Glue will take reasonable steps to mitigate the effects of any such circumstances.
11.4 This Agreement represents the entire agreement between the parties in respect of its subject matter.
11.5 If any clause or any part of this Agreement or the application of such to any party shall for any reason be adjudged by a court or other legal authority of competent jurisdiction to be invalid, such judgment shall not affect the remainder of this Agreement, the terms of which shall remain in full force and effect.
11.6 All notices referred to in this Agreement shall be sent:
11.6.1 in the case of notices to the Customer, if applicable, to the email address provided by the Customer;
11.6.2 in the case of notices to Music Glue, via email to firstname.lastname@example.org;
11.6.3 in the case of the Seller, via email.
11.7 The Customer may not assign, transfer or otherwise deal with any of its rights or obligations under this Agreement without the Seller’s express prior written consent. The Seller may assign, transfer, delegate, subcontract or otherwise deal with its rights and obligations without the Customer’s consent.
11.8 The Seller reserves the right to cancel any purchase with a full refund, without cause.
11.9 Any email correspondence in relation to your purchase of any Item will go to the email address provided at the time of purchase.
11.10 The laws of England shall govern this Agreement and the English courts shall, to the extent permitted by applicable law, have exclusive jurisdiction.