Welcome to The Smiley Company Web Site. These Terms and Conditions govern your use and purchase of products of The Smiley Company Web Site (the "Site") and your relationship with the owner of the Site, “Smiley Factory Ltd” (“Smiley Factory”, "we" or "us"). Please read them carefully as they affect your rights and liabilities under the law. Please note that your use of the Site constitutes your agreement to follow and be bound by those terms and conditions. If you do not agree to these Terms and Conditions, please do not register for or use the Site.
The Site and goods are provided by Smiley Factory Ltd, a company registered in England, under number 07257423, with a registered office at Suite LM13.2.2, The Leathermarket , 11/13 Weston Street Bermondsey , LONDON SE1 3ER. When we refer to "you" and "your" we mean the user of the Site and purchaser of goods.
We reserve the right to withdraw or amend the Terms and Conditions without notice. Please read the Terms and Conditions carefully in advance of completing your purchase as any change will be effective to all new orders once included in the text. You should check the Terms and Conditions posted on the Site periodically to ensure that you are aware of and comply with the current version.
Your access to the Site may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore the service as soon as we reasonably can.
If you have any questions about the Terms and Conditions, the goods or the Site please email us at firstname.lastname@example.org
To register on the Site you must be over thirteen years of age.
You must ensure that the details provided by you on registration or at any time are correct and complete. You must inform us immediately of any changes to the information that you provided when registering by updating your personal details in order that we can communicate with you effectively.
We may suspend or cancel your registration immediately at our reasonable discretion or if you breach any of your obligations under these Terms and Conditions. You can cancel your registration at any time by informing us in writing at email@example.com. The suspension or cancellation of your registration and your right to use the Site shall not affect either party's statutory rights or liabilities.
Intellectual Property, Software and Content
“Smiley” name and associated logo are registered trademarks owned by the Smiley Company SPRL, a company registered in Belgium, with a registered office at 16 rue des Trois Arbres, 1180 Brussels. We also acknowledge the existence of the following other labels: “Smiley-Happy Collection”, “Smiley-Happy Therapy”, “Smiley-Happy Decor”, “Smiley-Happy Travel” “Smiley-Happy Denim”, “Smiley-Happy Deluxe”, “Smiley-Happy Cashmere”, “Smiley-Happy Sports”, Smiley-Happy Photos”, “Smiley-Happy Time”, “Smiley-Happy Vision”, “Smiley Society”, “Smileyworld” and “Smiley by Ora Ito”. Smiley Factory has been granted all rights to exploit all products bearing these trademarks and others labels.
Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any mark without the express written permission of Smiley Factory and you agree not to use these marks or any marks which are identical or similar without the written permission of Smiley Factory. All other trademarks, service marks, and trade names contained in the Site are the properties of the respective owners. Smiley Factory disclaims any interest in trademarks, service marks and trade names other than the trademarks he has been authorized to use.
Characters, icons, and all related indicia displayed on the Site and on the products are protected by copyright law.
You understand and accept that all information, data, text, software, music, sound, photographs, graphics, audio, video, message or other material appearing on the Site (collectively, 'Content') are owned by Smiley Factory, its business partners or suppliers and is protected by copyright law and treaties around the world. All such rights are reserved by the Smiley Factory. You may print, display, download and store the Content supplied solely for your own personal, non commercial use. You may not download, copy or use any of the Content except as expressly authorized by us and, in any event, you may not distribute, modify, transmit or publicly display such Content without the written consent of Smiley Factory nor may you use such Content in connection with any business or commercial enterprise. You understand and agree that you may not authorize, encourage or allow any Content used or obtained by you to be reproduced, modified, displayed, performed, transferred, distributed or otherwise used by any other party, and you agree that you will take all reasonable steps to prevent any unauthorized reproduction and/or other use of them. You agree to advise Smiley Factory promptly of any such unauthorized use(s). You may not frame or link to the Site or any part of it without our express permission.
By downloading images from the Site, you ("User") acknowledge and agree that:
The desktop backgrounds, messenger icons, buddy icons and message graphics available for download (collectively "Downloads") are provided under license from Smiley Factory for your personal, non-commercial use only.
Specifically, you may:
- Download one copy of any of the Downloads to a computer, cellular phone or personal digital assistant (PDA) for your personal, non-commercial use;
- Transmit the Downloads via e-mail, texting, instant messaging, or other similar electronic communications;
User may not modify the images, text, software, or any other aspect of the Downloads in any way;
User may not delete, and must keep intact, all trademark and copyright notices associated with the Downloads.
The Downloads are for use solely by the intended immediate user and may not be sold, re-sold, leased, licensed, sub-licensed, or otherwise transferred to any third party, either in their present form or in any modified form.
You must not misuse the Site. You will not: commit or encourage a criminal offence; transmit or distribute a virus, trojan, worm, logic bomb or post any other material which is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene; hack into any aspect of the products and services avalaible in the Site; corrupt data; cause annoyance to other users; infringe upon the rights of any other person's proprietary rights; send any unsolicited advertising or promotional material, commonly referred to as "spam"; or attempt to affect the performance or functionality of any computer facilities of or accessed through the Site. Breaching this provision would constitute a criminal offence under the Computer Misuse Act 1990. Smiley Factory will report any such breach to the relevant law enforcement authorities and disclose your identity to them.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of this Site or to your downloading of any material posted on it, or on any Site linked to it.
We have made every effort to display, as accurately as possible, the colors of our products that appear at the Site. However, as the actual colors you see will depend on your monitor, we cannot guarantee that your monitor's display of any color will be accurate.
Terms of Sales
By placing an order you are offering to purchase a product on and subject to the following Terms and Conditions. All orders are subject to availability and confirmation of the order price.
In order to contract with us you must be over 18 years of age and possess a valid credit or debit card issued by a bank acceptable to us. We retain the right to refuse any request made by you. When placing an order you undertake that all details you provide to us are true and accurate, that you are an authorised user of the credit or debit card used to place your order and that there are sufficient funds to cover the cost of the goods.
You are responsible for ensuring that your login details, password and all other details in relation to your account remain confidential at all times.
You make an offer to purchase a product from us (your "order") by completing the staged process on the Site as set out below:
- Adding product to your shopping basket
- Enter login details
- Enter billing address details
- Enter delivery address details
- Confirmation of order
Your order only constitutes an offer to purchase goods from us, and does not form a binding contract until accepted by us. Where you order more than one product your order contains a series of offers for each product individually. On receipt of your order, we will send you an order acknowledgement email to the email address which you provide in the order process.
This order acknowledgement email will contain your order number, details of the goods ordered and a delivery estimate. Note that this email is only to acknowledge that your order has been received, and is not acceptance by us of any offers to purchase goods.
We must receive full payment of the price of the goods before we can accept any offers. Where you select to pay by credit or debit card we will process the payment at the time of preparing your goods for despatch.
An offer made by you to purchase a product shall only be deemed to be accepted by us when we despatch that product to you and send you an order despatch email which includes details of the product. We reserve the right to refuse any offers in an order prior to acceptance. If a product is not available we will include details of the unavailable product in the order despatch email.. A product which is not available will not be included in the contract for a product which is despatched. In the event that you have already paid for the goods, you will receive a full refund.
All prices and charges on the Site are in the currency appropriate for the country selected at the top right hand corner of the Site: UK pounds sterling or Euros. Delivery charges will be applied based on the delivery address chosen and these will be displayed in the order process. Any delivery estimates given on the Site or by email are estimates only and we will not be responsible for any delays resulting from postal delays or force majeure. All prices are, unless otherwise stated, inclusive of VAT and other applicable taxes.
Disclaimer of Liability
The material displayed on the Site is provided without any guarantees, conditions or warranties of its accuracy.
From time to time there may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, and availability. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information, at any time.
We endeavour to ensure that the Site operates properly at all times, but we make no warranties as to the availability or accessibility of the Site, and (save as otherwise set out in these notices and disclaimers) we will not be liable for any damages, loss, costs or expenses incurred by you as a result of any lack of availability or accessibility of the Site.
Any link (be it a hypertext link or other referral device) used on the Site is provided solely for the use and convenience of the visitor. The link does not represent any endorsement or recommendation by us and does not mean that we have any association with the linked Site. We are not responsible for the content of any websites that have links with the Site or for the legal consequences of your entering into any contracts with the third parties that provide these linked websites and we do not accept any liability for any loss, damage, expense, costs or liability whatsoever incurred by you as a result. We will not be liable for any loss, damage, expense, costs, delays or other liability whatsoever (including without limitation any financial losses such as loss of profit) which you may incur as a result of any event beyond our reasonable control (including without limitation any failure of transmission, communication, computer or other facilities or your inability to access the Site for any reason or any failure, error or delay in the sending or receiving of any notice or communication or instruction through the post or any electronic medium).
Nothing within these conditions operates so as to exclude, limit or restrict our liability for death or personal injury. Where you deal as a consumer, nothing in the above exclusions affects your statutory rights.
If any part of these Terms and Conditions is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of the Terms and Conditions will not be affected all other clauses remaining in full force and effect. So far as possible where any clause/sub-clause or part of a clause/sub-clause can be severed to render the remaining part valid, the clause shall be interpreted accordingly. Alternatively, you agree that the clause shall be rectified and interpreted in such a way that closely resembles the original meaning of the clause /sub-clause as is permitted by law.
If you breach these conditions and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these conditions.
Applicable Law and Jurisdiction
These Terms and Conditions are to be construed in accordance with the laws of England and in the event of any dispute or claim associated with these terms and conditions, that dispute or claim shall be subject to the exclusive jurisdiction of the English courts.
The above Terms and Conditions constitute the entire agreement of the parties and supersede any and all preceding and contemporaneous agreements between you and Smiley Factory. Any waiver of any provision of the Terms and Conditions will be effective only if in writing and signed by a Director of Smiley Factory.