Members Services Agreement
You wish to use Spirit’s services to facilitate the marketing and sale of your art on footwear and to arrange for the manufacture of the physical product ("your product") once an order has been made through www.spirit-footwear.com ("the website"). Spirit will provide these services on the terms set out in this Services Agreement. Additionally, Spirit will provide for delivery of such products to the customer.
Displaying your work on Spirit makes it viewable by everyone. You need to be aware that publishing your work in this way attracts legal responsibilities. It is up to you to make sure you are not breaking any laws by publishing your work through Spirit.
1. Services
1.1 Subject to its approval of your design, Spirit will market to, and obtain orders from, customers for the purchase of your designs over its website. Spirit will fulfil those orders by facilitating payment for and manufacture of the products, sometimes involving third parties (“Services”). Spirit will then arrange for the delivery of your products as per the customer’s instructions.
1.2 Spirit will provide the Services pursuant to this agreement until termination in accordance with its terms.
1.3 You agree that Spirit is free to act in any capacity for any other person interested in promoting, marketing, and obtaining orders from members of the public for the purchase of their designs over the website, including any design that is similar to yours.
2. License and standing instructions
2.1 You grant Spirit an exclusive royalty free license to use your intellectual property relating to your products for the purpose of enabling us to carry out the Services.
2.2 You hereby instruct Spirit to facilitate the sale of your design which includes payment, processing and arranging for manufacturing your product(s) in respect of the orders placed by the customers via the website and Spirit will facilitate such payment, and manufacturing in accordance with reasonable business practices unless you otherwise instruct prior to the placement of that order by a customer.
3. Sale of your physical products
3.1 The retail price charged to customers who purchase your product includes VAT (or appropriate equivalent), design costs, the cost of the footwear, shipping costs, import duty, freight forwarding, warehousing, the cost of printing, Spirit’s fee for hosting the marketplace and facilitating the transaction, fulfilment charges, and your creator margin (“your margin”).
3.2 Your designs will be sold at minimum prices, by style and by geography, as set by Spirit and published on our website. This may be changed at Spirit’s discretion. At current minimum prices:
Spirit will pay you £15 (or appropriate currency equivalent) for every pair of your designs successfully sold on the Spirit website to one of your followers on social media, as tracked on our website. This amount is subject to change at Spirit’s discretion.
Should one of your tracked followers buy a design from another artist on our site, your margin will be £5. This is for the traffic. This amount is subject to change at Spirit’s discretion.
Should a visitor to Spirit’s website who has not been tracked as your follower buy one of your designs on a pair of shoes, your margin will be £10. This is for the design. This amount is subject to change at Spirit’s discretion.
3.3 At its discretion, Spirit may run promotions, such as free delivery and referral schemes, to boost sales at seasonally slow times of year, for example. The cost of such promotions will be split between Spirit and you. The current intention is for this to be 50-50, but is subject to change at Spirit’s discretion.
3.4 At its discretion, Spirit may list designs with appropriate online retailers in order to increase sales for both Spirit and you. The cost of the retailer’s margin will be split between Spirit and you. The current intention is for this to be 50-50 but is subject to change at Spirit’s discretion.
3.5 Energy prices have increased sharply in the past, impacting shipping and fulfilment costs. Parcel delivery companies have universally applied a fuel surcharge, and many have applied a driver surcharge. It is current Spirit’s intention to recover such costs through price inflation, but it may choose to improve price competitiveness and therefore reserves the right to split such cost increases with you 50-50.
3.6 Following Brexit, exports to the EU from the U.K. became subject to significantly higher customs duty, though currently this does not apply to single items with a value below €150. Should Spirit decide to export from the U.K. to the EU, Spirit may choose to subsidise any change in customs duties. The cost will be split between Spirit and you. The current intention is for this to be 50-50 but is subject to change at Spirit’s discretion.
3.7 Spirit intends to recover the cost of international shipping from higher selling prices. Spirit may choose to improve price competitiveness and therefore reserves the right to split higher shipping costs with you 50-50.
3.8 You may choose to sell your designs at a premium to the minimum price. 75% of the premium achieved (after pro rata card transaction fees, retailer margin and other similar costs) will be added to your margin.
You may also choose to limit the number of prints (a limited edition) and sell at a premium. This will result in 50% of the premium achieved (after pro rata card transaction fees, retailer margin and other similar costs) being added to your margin.
3.9 Spirit will send you an email to the email address you registered in your account to notify you when an order has been placed for your products.
3.10 You agree that Spirit makes no representation that it will be able to procure an order for your products, whether at the retail price or at all, nor that you will obtain any benefit by entering into this Services Agreement.
3.11 All items purchased from the website will be printed by Spirit or under arrangements with third party suppliers under your instructions.
4. Payment terms
4.1 You authorise Spirit to collect, hold and distribute the retail price (“sale proceeds”) from customers on the terms set out in this clause 5. Spirit will also charge the customer for the shipping which will be retained by us and not affect the amount to be distributed to you.
4.2 We will pay your margin in accordance with the payment method you select on the website. This will usually take place at the end of the month following the month in which the sale was made. This is to allow time for fulfilment and returns.
4.3 We may set payment amount threshold amounts in relation to a month or other time period - and where the payment amount does not exceed any applicable threshold for the relevant period, Spirit may elect to postpone your payment until the threshold is exceeded.
4.4 It is your responsibility to ensure Spirit has current details of your postal address and bank account details. Spirit will not be liable for any loss suffered by you if you provide us with incorrect details in relation to the payment method. If we are unable to pay you because you have given us incorrect details or your details are out of date, we will hold your margin for up to 12 months from the payment date. If you have not notified Spirit of any amendment to the payment method details in that time your margin proceeds will be forfeited to Spirit or donated to a charity of our choice.
5. Taxation responsibility
5.1 Except as required otherwise by applicable national or local taxation laws or regulations:
• (a) Each party is responsible for their own taxes associated with each transaction and will account for any taxes imposed by governments or governing authorities, and related accounting or audit requirements arising out of, as a result of, incidental to, or in connection with obligations under this Services Agreement. We recommend that you consult with your tax advisor as to the application of taxes for you, as the seller of the merchandise. This may include Sales Tax, VAT, GST and other transactional taxes;
• (b) Spirit will not collect or pay taxes on your behalf as Spirit is merely acting as an agent in facilitating the sale of your product to the customers. As stated in clause 4.2 of this Agreement, the amounts distributed to you will be deemed to be inclusive of any taxes, if applicable. You will at all times be solely responsible for reporting and remitting any tax liabilities arising out of the sale of your products together with any potential interest or penalties that any tax authority may levy as a result of non-compliance. If you are registered for VAT in the EU, Spirit may, upon your request, provide you with a VAT invoice for any charges levied by us; and
• (c) all tax-related reporting responsibilities by you to relevant tax authorities are entirely your responsibility.
6. Indemnity
6.1 You hereby indemnify and will keep Spirit indemnified from and against all claims, debts, accounts, expenses, costs, liens, actions and proceedings of any nature whatsoever, whether known or unknown by any person, arising from, incidental to, or by virtue of, the appointment, or any breach or non-performance of your obligations under this Services Agreement or arising out of your wilful act, neglect or default in the performance of such obligations.
6.2 This clause 6 will survive the termination of this Services Agreement.
7. Limitation of liability
7.1 In no case will Spirit be liable for any consequential loss or damage suffered by you arising from this Services Agreement. To the extent permitted by U.K. law, all warranties and conditions implied by law are hereby expressly excluded.
8. Terminating this agreement
8.1 You can give notice of termination of this Services Agreement by closing your account in the method described in the User Agreement.
8.2 Spirit may give notice of termination of this Services Agreement to you in writing at any time.
8.3 After notice of termination in the manner described in either clause 8.1 or 8.2, you authorise us to complete any transactions in progress in relation to your products, which we will do on the terms of this Services Agreement. Termination of this Services Agreement will take effect once these transactions have been completed.
8.4 Upon termination of this Services Agreement by either party, Spirit will pay you any accrued member margin proceeds from your account, less a £5 administration fee.
