Terms and Conditions

CUTTING LINE SOLUTIONS TERMS AND CONDITIONS - The Customer has agreed to purchase a licence to use one or more Pattern/products from Cutting Line Solutions . These terms and conditions apply to supply of Pattern/products by Cutting Line Solutions to the Customer through the website www.cuttinglinesolutions.co.uk and by any other means and the use of those Pattern/products by the Customer except to the extent that Cutting Line Solutions expressly agrees otherwise. Certain words used in the Agreement are defined in clause 15 (Dictionary). An expression defined in the Dictionary or elsewhere in the Agreement bears its defined meaning wherever it appears in the Agreement and other grammatical forms of the expression have corresponding meanings.

Licence

• Subject to the Customer paying the Fees, Cutting Line Solutions grants to the Customer a non-exclusive and non-transferable licence to use the Pattern/products for the manufacture of garments or accessories (as applicable) for an indefinite term (Licence).
• Use Restrictions
• 2.1 The Customer must only use each Pattern/product for the Permitted Use and for the benefit of the Customer. For the avoidance of doubt, subject to clause 13.2, the Customer must not on-supply, sub-licence or otherwise allow or cause any Pattern/product to be used by or for the benefit of any third party whatsoever. Nothing in this licence restricts the Customer from selling or supplying garments or accessories made by using the Pattern/products.
• 2.2 The Customer acknowledges and agrees that it will comply with any reasonable direction issued by Cutting Line Solutions with respect to the use of the Pattern/products.

Control of Pattern/products

• 3.1 The Customer must keep the Pattern/products secure and not permit them to be copied or reproduced except to the extent necessary for the Permitted Use, or for the making of a back-up copy of the Pattern/products. The Customer must notify Cutting Line Solutions immediately upon becoming aware of any unauthorised use or copying of the whole or any part of any Pattern/products.
• 3.2 Upon the expiration or termination of the Agreement pursuant to clause 10, the Customer shall, at its expense: (a) deliver up to Cutting Line Solutions all Pattern/products delivered to the Customer by Cutting Line Solutions(including all copies, authorised or otherwise) whether in their original form or modified; or (b) if requested by Cutting Line Solutions, destroy the same and certify in writing to Cutting Line Solutions that they have been destroyed.

Fees and Payment

• 4.1 The Customer must pay Cutting Line Solutions the Fees prior to the delivery of the Pattern/products to the Customer.
• 4.2 Delivery of a Pattern/product will be deemed to have occurred when Cutting Line Solutions makes it available to the Customer to download from a website, even if the Customer does not download the Pattern/product, provided that the Customer’s failure to download the Pattern/product is not caused by Cutting Line Solutions.
• 4.3 Cutting Line Solutions may refuse to provide any further Pattern/products to the Customer for any reason.
• VAT the Fees are exclusive of VAT. In addition to any Fees, the Customer must pay to Cutting Line Solutions , at the same time as the Fees, all applicable VAT on the goods and services to which the Fees relate.

• 6.1 The Customer acknowledges that it has no, and will not assert any, Intellectual Property Rights in any Pattern/product, apart from the rights granted under the Licence, and that title to the Pattern/products remains vested in the relevant Rights Owner.
• 6.2 The Customer may not directly or indirectly modify, adapt, translate, reverse engineer, disassemble, assemble, compile, decompile or create derivative works based on any Pattern/product or allow a third party to do any of those things.
• 6.3 The Customer acknowledges that any new Intellectual Property Rights created as a result of any addition to or manipulation of a Pattern/product (whether authorised or otherwise) shall vest in Cutting Line Solutions .
• 6.4 Cutting Line Solutions warrants in relation to the Pattern/products that in UK: (a) it is the Rights Owner or is entitled under an agreement with the Rights Owner to grant the Licence; and (b) it has the right to enter the Agreement.

Indemnities    

• The Customer indemnifies and must keep indemnified Cutting Line Solutions and its Personnel against all claims, liabilities, expenses, losses, damages and costs incurred by them arising out of or in connection with: (a) the use by the Customer of the Pattern/products in breach of the Agreement; (b) the use of the Pattern/products by any third party obtaining the Pattern/products from the Customer in breach of the Agreement; or (c) the use of the Pattern/products by a manufacturer or any other third party in breach of a sub-licence granted by the Customer in accordance with clause 13.2.

Limitation of liability    

• 8.1 These terms and conditions do not exclude, restrict or modify the application of any statutory provision (including a provision of the Competition and Consumer Act 1998) where to do so would contravene any such statutory provision or cause any part of these terms and conditions to be void.
• 8.2 The Customer acknowledges and agrees that Cutting Line Solutions does not guarantee that the Pattern/products are suitable for any particular purpose. The Customer acknowledges that it has determined that the Pattern/products are fit for its purpose. 8.3 Cutting Line Solutions excludes all implied conditions and warranties.
• 8.4 To the extent permitted by law, Cutting Line Solutions’s total liability to the Customer arising out of or in connection with the Agreement, whether in contract, tort (including negligence), pursuant to statute or otherwise is limited to refunding the Fees paid by the Customer for the Pattern/products in respect of which the liability arose.
• 8.5 In no event shall Cutting Line Solutions be liable for the Customer’s loss of use, production, profit or revenue, or for the Customer’s consequential or indirect loss or damage.

Confidentiality and Privacy 

• 9.1 Each party agrees that:9.2 If, in placing an order for Pattern/products, or communicating with Cutting Line Solutions in relation to the ordering of Pattern/products, the Customer has provided the personal information of any individual, the Customer acknowledges that Cutting Line Solutions may retain that information for the purposes of managing the Agreement and for the purpose of notifying the individual concerned of products and services offered by the Cutting Line Solutions and any related body corporate of the Cutting Line Solutions . Cutting Line Solutions will not otherwise share or disclose that personal information. The Customer warrants that, unless it has notified Cutting Line Solutions to the contrary, it has obtained the consent of the individual concerned to the use of their personal information for the purposes contemplated by this clause.

a)     it will only disclose the Confidential Information of the other party to those of its Personnel who require access to it for the performance of the Agreement;

b)     it and its Personnel will only use of any Confidential Information of the other party for a purpose provided for under the Agreement;

c)     it and its Personnel will guard against the direct or indirect disclosure of the Confidential Information of the other party to any third person;

d)    it will not make or permit to be made any copies of any Confidential Information of the other party, in whole or in part, nor will it enter the Confidential Information of the other party into any database or other electronic storage system, except as expressly permitted under the Agreement;

e)     it will return all documents and other materials containing or relating to Confidential Information and will destroy all Confidential Information of the other party held in databases or in other machine-readable form either immediately on receipt of a request from the other party or otherwise within 3 months of the information no longer being required.

Termination

• 10.1 Cutting Line Solutions may terminate the Agreement by written notice to the Customer if the Customer commits a breach of the Agreement which is incapable of remedy or fails to remedy a breach of the Agreement within seven (7) days after notice requiring it to do so.
• 10.2 Cutting Line Solutions reserves the right to terminate the Licence if any agreement between Cutting Line Solutions and a Rights Owner under which Cutting Line Solutions is entitled to use or sub-licence the Pattern/products, or any part of them, is terminated.

Entire Agreement

• 11.1 The Agreement (including all documents referred to or incorporated in the Agreement) constitutes the entire agreement of the parties in relation to the supply of the Pattern/products and supersedes any previous understandings or agreements in relation to the supply of the Pattern/products.
• 11.2 The Customer acknowledges that in deciding to enter into the Agreement, it has not relied on any representation made by Cutting Line Solutions (including, to avoid doubt, any written, oral or electronic specifications, diagrams or other materials) or conduct engaged in by Cutting Line Solutions or any person on behalf of Cutting Line Solutions , other than as expressly referred to in the Agreement.

Jurisdiction

• These terms and conditions shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising under these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Assignment

• 13.1 Subject to clause 13.2, the Customer must not assign or otherwise deal with the Licence or any other of its rights or obligations under the Agreement.
• 13.2 The Customer may sub-licence the Pattern/products to a manufacturer of garments and/or accessories, provided that such manufacturer only uses the Pattern/products for the manufacture of garments and/or accessories for the Customer only and not for any third party and provided that the manufacturer is not permitted to do anything with the pattern/products that the Customer would be prohibited from doing under the terms of the Agreement. For the avoidance of doubt, the Customer’s obligations and liabilities under the Agreement are not diminished as a result of the Customer granting a sub-licence under this clause 13.2 and the Customer must ensure that any party to whom it sub-licences any or all of the Pattern/products complies with the requirements of the Agreement and the restrictions contained in this clause.

Severance

• If part or all of any provision of these terms and conditions or its application to any person or circumstance is illegal or unenforceable, the provision will be read down to such extent as may be necessary to ensure that it is not illegal or unenforceable. If any provision or part of it cannot be so read down, the provision or part of it will be severed from these terms and conditions and the remaining provisions of these terms and conditions continue in force.

Dictionary

• In these terms and conditions, unless the context requires otherwise, the following words have the following meanings:

Agreement means the order form completed by the Customer concerning the supply of the relevant Pattern/product and these terms and conditions.

Commencement Date means, for each of the Pattern/products, the date the Pattern/product is delivered to the Customer.

Confidential Information means information of either party (Owner) that is provided to or becomes known to the other party (Recipient) in the performance of the Agreement that is by its nature confidential, is designated by its Owner as confidential or the Recipient knows or ought to know is confidential, provided that it is not information in the public domain when it is provided to or obtained by the Recipient or which, after it is provided to or obtained by the Recipient, enters the public domain other than through a breach by the Recipient of the Agreement, nor is it information which the Recipient is required to disclose by law.

Customer means the person identified as such in the order form concerning the supply of the relevant Pattern/product.

Fees means, for each of the Pattern/products, the fee payable for that Pattern/products as specified in Cutting Line Solutions ’s tax invoice.

VAT Act means (Value Added Tax) Act 1994.

Intellectual Property Rights means all intellectual property rights including copyright, trade marks, trade secrets, know how and confidential information, and any application or right to apply for registration of any such rights.

Licence is defined in clause 1.

Pattern/product means each and every pattern/product or design for dressmaking, garments, clothing or fashion accessories, or any document or electronic file containing specifications or information relating to or in connection with dressmaking, clothing, fashion accessories or fashion design, supplied by Cutting Line Solutions to the Customer.

Permitted Use means the use of the Pattern/products for the manufacture of garments or accessories in accordance with the Pattern/products.

Personnel includes a party’s employees, directors, agents and contractors.

Rights Owner means the owner of the Intellectual Property Rights in the Pattern/products.

Cutting Line Solutions means Cutting Line Solutions LTD Company no 5762065

Interpretation

In these terms and conditions, unless the contrary intention appears:

a)     headings are for ease of reference only and do not affect the meaning of these terms and conditions;

b)     the singular includes the plural and vice versa and words importing a gender include other genders;

c)     a reference to a party includes its executors, administrators, successors and permitted assigns;

d)     words and expressions importing natural persons include partnerships, bodies corporate, associations, governments and governmental and local authorities and agencies;

e)     a reference to any statute or other legislation is to a statute or other legislation as amended or replaced from time to time; and

f)     "including" is not, and should not be read as, a term of limitation.