This page provides information about us and the legal terms and conditions (Terms) on which we supply the ardrobe service (Service) referred to on our website (ardrobe.com) to you, the designer (whether a person or company) who registers to use the Service (you).

1. INTERPRETATION

1.1 Definitions. In these Terms, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in Milan are open for business.

Contract: the contract between you and us for the provision of the Service in accordance with these Terms.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, 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 right, 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.

Product(s): the Product(s) on which your Work has been, or is to be, reproduced and that you wish us to promote and sell through our site.

Profit Share: the amount payable by us to you in relation to each sale of a Product via our site.

Registration: your registration to use the Service.

Service: our website at www.ardrobe.com which enables us to distribute and sell your Product(s).

2. BASIS OF CONTRACT

2.1 By registering on our site, you confirm that:

(a)you are legally capable of entering into a contract and, if you are entering into this Contract on behalf of a business entity of any kind, that you are duly authorised by the legal entity on whose behalf you are registering to bind it to this Contract; and

(b)if you are an individual, you are at least 18 years old;

2.2 Your registration for the Service shall only be deemed to be accepted when we send you an e-mail confirming our acceptance.

3. OBLIGATIONS

3.1 You acknowledge and agree that:

(a) we have complete discretion as to the look, feel and content of our site, and of any offers for Product(s) posted on our site, as well as in respect of the inclusion, omission, positioning, location and all other aspects of presentation of the offers and the Product(s) they relate to, and that we have the right in our sole discretion to remove any offer or Product(s) or any information about you from our site, at any time;

(b) we do not warrant or guarantee that any offers posted on our site in relation to the Product(s) will be error-free, nor that the posting of an offer on our site will result in the sale of any Product(s) to customers, or will result in any Profit Share becoming payable to you.

3.2 You warrant that:

(a) you are the sole legal and beneficial owner of, and own all the rights and interests in, the Intellectual Property Rights in the Work;

(b) the Work is your original work and has not been copied wholly or substantially from any other source.

You agree to provide true, accurate, current and complete information about yourself or your company as prompted by the Registration Form. You further agree that, in providing such registration details, you will not knowingly omit or misrepresent any material facts or information, and that you will promptly enter corrected or updated Registration Details via the Service, or otherwise advise us promptly in writing of any such changes or updates. You also agree to update your registration details (including, but not limited to, your current email address) as soon as they change.

3.3 You will provide us with the information and materials we may reasonably require in order to post and offer for sale your Product(s) on our site and ensure that such information is complete and accurate in all material respects;

3.4 If you integrate your sales campaign into your own website or social media channels, you agree that you are solely responsible for additional costs if you chose to promote your Product(s) via paid channels.

4. LICENCE

4.1 You hereby grant to us a non-exclusive licence to do the following for the term of this agreement, subject to, and in accordance with, the terms of this agreement:

(a) reproduce your Product(s) on our site; and

(b) sell your Product(s) to customers via our site; and

(c) reproduce the Product(s) in any advertising or promotional material relating to the Product(s), including (but not limited to) our site and our social media channels.

5. HOW THE SERVICE WORKS

5.1 Once we have successfully uploaded your Product(s) on our site and we have received all of the relevant information requested for the sale of the Product(s), we will post an offer for the sale of the Product(s) on our site. Any customer who wishes to purchase a Product of yours will be able to purchase the Product from our site by placing an order through our site. We will take payment from the customer online of the purchase price for the Product(s) stated on our site, including VAT. We will pay you a Profit Share in relation to all Product(s) we sell via our site in accordance with clause 8 below. Please note that since the Product(s) are dispatched in their digital-only version we can’t accept returns on them.

6. SUPPLY OF THE SERVICE

6.1 We cannot guarantee that our Service will be fault free. If a fault occurs in the Service you should report it to us by contacting us at lab@il3x.online and we will attempt to correct the fault as soon as we reasonably can.

6.2 Your access to the Service may occasionally be 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.

6.3 We reserve the right at any time to make any changes to the Service which are necessary to comply with any applicable laws or regulations, or which do not materially affect the nature or quality of the Service.

The Service does not include the provision of computer or other necessary equipment to access the Service. To use the Service you will require internet connectivity and appropriate telecommunication links. We will not be liable for any telephone or other costs that you may incur.

7. PROFIT SHARE AND PAYMENT

7.1 The Profit Share payable to you in relation to each sale of a Product via our site shall be as set out. Profit Share will be calculated as 30% of the Purchase Price we have received, less the VAT thereon, multiplied by the number of Product(s) sold. Calculation of the sales of Product(s) will be fulfilled every end of the month.

7.2 We will make a single payment to you in arrears for the Profit Share payable to you in respect of sales of your Product(s) concluded via our site within 7 working days of the end of every month in question.

7.3 You must ensure that at all times your correct bank or PayPal details are notified to us, and you must inform us in writing of any changes immediately. Please note that we recommend PayPal for making payments to contain transaction fees for both Parties. You shall reimburse any charges or administrative costs levied by your bank or PayPal (as the case may be) in relation to any payments we make to you, and any charges or costs we incur as a consequence of any error in the bank or PayPal details you provide to us, or your failure to notify us of any changes.

7.4 If you are VAT-registered, we will pay you the Profit Share calculated as set out above plus VAT.

8. OUR RIGHT TO VARY THESE TERMS

8.1 If we have to revise these Terms in the following circumstances:

(a) changes to the Profit Share or to how we pay you;

(b) changes in relevant laws and regulatory requirements;

(c) business changes that might require adjustments;

will give you written before they take effect. You can choose to cancel the Contract anytime with a written notice effective in 30 days.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 We own all Intellectual Property Rights in or arising out of or in connection with the Service.

9.2 You hereby grant to us a non-exclusive, perpetual and irrevocable worldwide licence to include the information you provide to us on our site, and to use such information in our own editorial content or promotional materials in any medium, including our site.

9.3 You acknowledge that, in respect of any third party Intellectual Property Rights in any Information provided for use by us on our site or otherwise in connection with the Services (including text, data, photographs and other materials), our use of any such Intellectual Property Rights requires you to have first obtained a written licence from the relevant licensor on such terms as will either entitle you to license such rights to us, or grant such rights direct to us. You warrant that you have obtained any and all such licences and shall provide copies of them to us on demand.

9.4 You shall indemnify us against all costs, claims, damages, losses and expenses arising as a result of any claim or action that the Product(s) and/or the Information infringes Intellectual Property Rights belonging to a third party.

9.5 In the event of an IP Claim, we will:

(a) promptly notify you in writing of the claim or action;

(b) make no admission or settlement without your prior written consent;

(c) (subject to your reimbursement of our costs (including legal costs) and expenses) give you all the information and assistance that you may reasonably require; and

(d) allow you complete control over any negotiations, litigation and settlement of any such claim or action.

10. LIMITATION OF LIABILITY

10.1 The Service is provided by us without any warranties or guarantees. You must bear the risks associated with the use of the internet. In particular, we do not warrant that our site, the Service or the Content is virus free. You must take your own precautions in this respect as we accept no responsibility for any infection by virus or other contamination or by anything that has destructive properties.

In particular, we disclaim all liabilities in connection with the following:

(a) incompatibility of the Content with any of your equipment, software or telecommunications links;

(b) technical problems including errors in or interruptions to the Service; and

(c) unreliability or inaccuracy of the Content.

10.2 Except as expressly and specifically provided in these Terms:

(a) we shall have no liability for any damage caused by errors or omissions in any information or instructions provided by you in connection with the Service, or any actions taken by us at your direction; and

(b) all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.

10.3 We are not responsible for indirect losses which happen as a side effect of the main loss or damage, 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, or

(f) waste of management or office time however arising and whether caused by tort (including negligence), breach of contract or otherwise;

10.4 The exclusions and limitations set out in paragraphs above do not exclude or limit in any way our liability for

(a) death or personal injury caused by our negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

This clause nr. 10 will survive termination of the Contract for any reason.

11. SUSPENSION AND CANCELLATION OF YOUR REGISTRATION

11.1 We may suspend or cancel your registration immediately at our reasonable discretion if you breach any of your obligations under the Contract. If this happens, you are prohibited from using our Service again by re-registering with a different User ID.

11.2 You can cancel your registration at any time by informing us in writing. If you do so, you must stop using the Service immediately.

11.3 In the event that either you or we cancel your registration and/or the Contract for any reason, we will:

(a) terminate the relevant campaign(s) related to your Product(s) and remove the Product(s) from our site (includingany user-created pages); and

(b) arrange for completion of the administrative aspect of any orders already placed for the Product(s).

The suspension or cancellation of your registration and/or the Contract and/or your right to use the Service shall not affect either your or our rights or liabilities.

12. DISCONTINUATION OF SERVICE

12.1 We reserve the right to discontinue the Service (or any part of it) without notice to you and shall not be liable to you if we exercise these rights. Where reasonably practicable, we will try to give you reasonable notice of any discontinuation of the Service.

13. GENERAL

13.1 Event Outside Our Control:

(a) For the purposes of this Contract, Event Outside Our Control means an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce or that of any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

(b) We will not be liable to you as a result of any delay or failure to perform our obligations under the Contract as a result of an Event Outside Our Control.

(c) If the Event Outside Our Control prevents us from providing all or part of the Service for more than six weeks, we will, without limiting our other rights or remedies, have the right to terminate the Contract immediately by giving written notice to you.

13.2 Assignment and subcontracting:

(a) We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party or agent.

(b) You shall not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under the Contract.

13.3 Notices:

(a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.

(b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

(c) This clause shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include emails, and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by email.

13.4 Waiver:

(a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

(b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

13.5 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

A person who is not a party to the Contract shall not have any rights under or in connection with it.

13.6 This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, Italian law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of Milan, Italy.