Website Terms & Conditions of Supply
This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the products (Products) listed on our website www.ucodo.com
(our site) to you. Please read these terms and conditions carefully before ordering any Products from our site. You should understand that by ordering any of our Products, you agree to be bound by these terms and conditions.
You should print a copy of these terms and conditions for future reference.
Please click on the button marked "I Accept" at the end of these terms and conditions if you accept them. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Products from our site.
1. Information about us
1.1 www.ucodo.com is a site operated by UCODO Limited
(We). We are registered in England and Wales under company number 06967348 and with our registered office at 20 Nottingham Terrace, London NW1 4QB.
2. Service availability
Our site is only intended for use by people resident in the United Kingdom, France, Spain, Italy, Germany, and the United States of America (Serviced Countries
). We do not accept orders from individuals outside those countries. Some restrictions are placed on the extent to which we accept orders from specific countries.
3. Your status
By placing an order through our site, you warrant that:
(a) You are legally capable of entering into binding contracts;
(b) You are at least 18 years old;
(c) You are resident in one of the Serviced Countries; and
(d) You are accessing our site from that country.
Our site allows you to customise and co-create virtual Products and order them to be manufactured on-demand at the click of a button through 3D Printing technologies (also known as Additive Manufacturing).
In order to customise a Product, you will need to download a small plugin (specifications are: Windows XP SP2, Windows Vista, Windows 7 or Core 2 Duo 1.2 Ghz; graphics card – 256MB, memory – 2GB). A prompt will appear when you click on the ‘customise’ tab. Once you have installed the plugin, you will be able to view the selected Product in 3D and make modifications to that Product. You will be offered a range of modification tool which may include colour change, addition of text and parts, and the modification of form. When you are happy with a design, you can choose to save the design in your personal library or manufacture the design at the price specified. If you have not created a use profile by this point, our site will prompt you to do so. A Product cannot be saved or purchased by you without a user profile.
The price of a Product is calculated by the site before the Product is added to your shopping cart. You can order one or many Products for production. Once you are ready to check out, the shopping system will show you a breakdown of charges. These charges may include the cost of postage, packaging, and VAT.
We accept payment by a variety of credit and debit cards including Visa, MasterCard, Maestro and American Express, which will be processed over secure payment gateways. For your security, UCODO does not retain any information on its servers relating to credit or debit card transaction.
Please note that due to the complexity of the UCODO supply chain orders with two or more Products may be fragmented for manufacturing and hence may not be dispatched together.
5.1 Copyright and all other proprietary rights in the content of our site (including but not limited to software, audio, video, text and photographs) rest with UCODO or its licensors. All rights in the content not expressly granted herein are reserved. Except as otherwise provided, the content published on our site may not be reproduced or distributed. Any other use of the content, including without limitation distribution, reproduction, modification, display or transmission without the prior written consent of UCODO is strictly prohibited. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from our site. Our rights include rights to (i) the service developed and provided by us; and (ii) all software associated with our site. All copyright and other proprietary notices shall be retained on all reproductions.
5.2 When you give us content through our site, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, trade marks, database rights and intellectual property rights you have in the content, in any media known now or in the future. In addition, you waive all moral rights you have in the content to the fullest extent permitted by law.
6. How the contract is formed between you and us
6.1 After placing an order, you will receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy a Product. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that the Product has been dispatched (the Dispatch Confirmation
). The contract between us (Contract
) will only be formed when we send you the Dispatch Confirmation.
6.2 The Contract will relate only to those Products whose dispatch we have confirmed in the Dispatch Confirmation. We will not be obliged to supply any other Products which may have been part of your order until the dispatch of such Products has been confirmed in a separate Dispatch Confirmation.
7. Our status
7.1 Please note that in some cases, we accept orders as agents on behalf of third party sellers. The resulting legal contract is between you and that third party seller, and is subject to the terms and conditions of that third party seller, which they will advise you of directly. You should carefully review their terms and conditions applying to the transaction.
7.2 We may also provide links on our site to the websites of other companies, whether affiliated with us or not. We cannot give any undertaking, that Products you purchase from third party sellers through our site, or from companies to whose website we have provided a link on our site, will be of satisfactory quality, and any such warranties are DISCLAIMED by us absolutely. This DISCLAIMER does not affect your statutory rights against the third party seller. We will notify you when a third party is involved in a transaction, and we may disclose your customer information related to that transaction to the third party seller.
8. Consumer rights
Due to the customization services of our website (i.e. the model is supplied by us based on your specifications), after payment you cannot cancel your order. However we may consider accepting your cancellation, if your order has not put into production yet.
9. Availability and delivery
9.1 If a Product design is available through our site, the basic assumption is that it can be manufactured. There are, however technical or other reasons why we may not accept of cancel your order during the entire ordering process. In case we cancel your order we will contact you via email and you will receive a full refund of your payment for any monies paid.
9.2 Your order will be fulfilled by the delivery date set out in the Dispatch Confirmation or, if no delivery date is specified, then within 14 days of the date of the Dispatch Confirmation, unless there are exceptional circumstances.
10. Risk and title
10.1 The Products will be at your risk from the time of delivery.
10.2 Ownership of the Products will only pass to you when we receive full payment of all sums due in respect of the Products, including delivery charges.
11. Price and payment
11.1 The price of any Products will be as quoted on our site from time to time, except in cases of obvious error.
11.2 These prices may include VAT but exclude delivery costs, which will be added to the total amount due as set out in our delivery terms herein.
11.3 Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Dispatch Confirmation.
11.4 Our site contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product's correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If a Product's correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you of such rejection.
11.5 We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have sent you a Dispatch Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing.
11.6 Payment for all Products must be by credit or debit card. We accept payment with Visa, MasterCard, Maestro and American Express. We will not charge your credit or debit card until we despatch your order.
12. Our refunds policy
12.1 We will accept returns in the event that a Product is faulty. In the event that you are not satisfied with your Product, please email us images of the Product highlighting in your email the reason for you dissatisfaction. We will aim to respond to you within 5 working days notifying you how we will proceed.
12.2 If we accept that the Product sold to you was faulty, we will usually refund any money received from you using the same method originally used by you to pay for your purchase.
13. Our liability
13.1 We warrant to you that any Product purchased from us through our site is of satisfactory quality and reasonably fit for all the purposes for which Products of the kind are commonly supplied.
13.2 Our liability for losses you suffer as a result of us breaking this agreement is strictly limited to the purchase price of the Product you purchased.
13.3 This does not include or limit in any way our liability:
(a) For death or personal injury caused by our negligence;
(b) Under section 2(3) of the Consumer Protection Act 1987;
(c) For fraud or fraudulent misrepresentation; or
(d) For any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
13.4 We are not responsible for indirect losses which happen as a side effect of the main loss or damage and even if such losses result from a deliberate breach of these Terms by us that would entitle you to terminate the contract between us, including but not limited to:
(a) loss of income or revenue
(b) loss of business
(c) loss of profits or contracts
(d) loss of anticipated savings
(e) loss of data
(f) loss of data, or
(g) waste of management or office time however arising and whether caused by tort (including negligence), breach of contract or otherwise even if foreseeable;
provided that this clause 13.4 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of clause 13.1 or clause 13.2 or any other claims for direct financial loss that are not excluded by any of categories (a) to (g) inclusive of this clause 13.4.
13.5 Where you buy any Product from a third party seller through our site, the seller's individual liability will be set out in the seller's terms and conditions.
13.6 You agree that you will only use our sites and services in accordance with this Agreement.
13.7 You will compensate us in full (and our officers, directors, agents, subsidiaries, joint ventures and employees) for any losses or costs, including reasonable legal fees, we incur arising out of any breach by you of this Agreement or your violation of any law or the rights of a third party.
14. Import duty
14.1 If you order Products from our site for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.
14.2 Please also note that you must comply with all applicable laws and regulations of the country for which the Products are destined. We will not be liable for any breach by you of any such laws.
15. Written communications
Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
All notices given by you to us must be given to UCODO
at 20 Nottingham Terrace, London NW1 4QB. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause [ ] above. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
17. Transfer of rights and obligations
17.1 The contract between you and us is binding on you and us and on our respective successors and assigns.
17.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
17.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
18. Events outside our control
18.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).
18.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
(a) Strikes, lock-outs or other industrial action.
(b) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
(c) Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
(d) Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
(e) Impossibility of the use of public or private telecommunications networks.
(f) The acts, decrees, legislation, regulations or restrictions of any government.
18.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
19.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
19.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
19.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 14 above.
If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
21. Entire agreement
21.1 These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
21.2 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.
21.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these terms and conditions.
21.4 A person who is not a party to this agreement shall not have any rights under or in connection with it.
21.5 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
21.6 ; Except as provided for in clauses 11 and 16, time shall not be of the essence in respect of any obligation under this agreement.
22. Our right to vary these terms and conditions
22.1 We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.
22.1 You will be subject to the policies and terms and conditions in force at the time that you order Products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Dispatch Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products).
23. Law and jurisdiction
Contracts for the purchase of Products through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.