These terms and conditions govern the provision of artistic and/or illustration services by you through the Rtist application software (Rtist) which has been developed, and which is owned, by Gorilla Arm Ltd (we or us). Before you offer any services through Rtist, you must click “Accept” to agree to these terms and conditions. If you do not agree to these terms and conditions, we will not give you access to Rtist (as an artist) and so you will not be able to offer any services through Rtist.
1) Contract with Gorilla Arm Ltd
In return for the right to offer your services as an artist/illustrator through Rtist, which we grant to you when you agree to these terms and conditions, you agree to provide those services to end-users of Rtist (Users) strictly in accordance with these terms and conditions, and using reasonable skill, care and diligence.
2) Contracts with Users
You are not obliged to accept any commission(s) through Rtist. Each commission you do accept will constitute a separate legally-binding contract entered into directly between you and the relevant User (a Commission). You undertake to us to comply with the terms and conditions of each such Commission. In the event of any dispute arising in connection with a Commission, you should first try to resolve that directly with the relevant User. If you cannot resolve the dispute, we will consider each case individually and try to assist the parties in finding a solution. However please remember that, while we will try to facilitate the resolution of any such dispute, we will not be a party to the Commission and so we will have no control over the actions or conduct of a User in relation to that Commission.
3) Artist content
You are solely responsible for all sample or portfolio artwork, images, information and other content that you upload to (or make available through) Rtist from time to time. You undertake to us that (i) you are the sole/exclusive owner of all such artwork and other content, or you have the right to upload that artwork/content onto (or otherwise to make it available through) Rtist (ii) you will not upload to (or otherwise make available through) Rtist any content or material that is offensive, defamatory or inappropriate (iii) uploading (or otherwise making available) such artwork, images or other content through Rtist will not infringe the intellectual property rights of any third party, or breach any applicable laws. You also authorise us to use any such artwork or other content for marketing/promotional purposes, within Rtist itself or on our website (or on any other medium).
4) User content
All content uploaded (or otherwise made available through) Rtist by any User, from time to time and for any purpose, remains the sole and exclusive property of that User. You acknowledge that you have no rights in or to such content other than for the purpose of completing any Commission for that User. We do not routinely review (and we are not responsible or liable for) any such User content.
The price payable by a User for any commissioned artwork will be as stipulated on Rtist at the time the User submits the Commission. That single price includes VAT, cost of materials, package/postage/delivery charges and the fee payable to Rtist. Payment of the price is made by the User in advance, by debit or credit card, when the relevant Commission is accepted by you. The fee due to Rtist is then deducted from the price, and the balance is paid to you.
The artwork you produce or create for a Commission must be (i) in the style shown/described on your Rtist profile at the time of the Commission (ii) as far as possible, based on the material provided by the relevant User when commissioning the artwork. If the finished artwork is not in the style shown/described on your Rtist profile, and/or is not based on the material provided to you by the User for the purposes of the Commission, the User will usually be entitled to receive (as applicable) a full or partial refund from you.
You must (i) use your reasonable endeavours to deliver the finished artwork to the User by the estimated delivery date you gave when accepting the Commission (ii) notify the User (as soon as possible) of any anticipated delay(s) in delivering the artwork (iii) upload photos of the finished artwork onto Rtist before it is delivered to the User (iv) deliver the finished artwork to the User by recorded delivery post (or any equivalent service) and (v) confirm on Rtist that you have sent the finished artwork to the User. If you fail to deliver (or if there is a significant delay in delivering) the finished artwork to the relevant User, the User will usually be entitled to receive (as applicable) a full or partial refund from you.
Copyright in your finished artwork will be held and retained by you at all times, but you hereby grant to the relevant User a licence to display the artwork privately or to give (but not sell) the artwork to a third party to display privately. That licence cannot be revoked. Each User will agree not to exploit or use your artwork for any commercial, business or resale purpose(s). If, as part of the Commission (i) the relevant User confirms that you can display or publish copies of the finished artwork (whether physically or via any digital or social media), you can do so, but you cannot do so if the User has not given you permission and (ii) you authorise us to use any such finished artwork for any marketing/promotional purposes, within Rtist itself or on our website (or on any other medium), then we can do so.
If a User makes a legitimate complaint to us in connection with any aspect of a Commission, for example, because the finished artwork is not in the style shown/described in your Rtist profile and/or is not based on the material provided to you by the User, or because there was a significant delay in the delivery of the finished artwork (or because you did not deliver the finished artwork at all), we may, at our sole discretion, decide that you should refund to that User all or part of the price that has been paid to you in respect of that Commission. In that event, you will (at our sole discretion) either (i) refund the applicable amount directly to the User or (ii) authorise and permit us to recall the applicable amount from your bank account and refund that amount to the User.
Other than as required by law, you undertake not to use for any purpose, nor to disclose to any person, at any time, any confidential information (i.e. which is not in the public domain) regarding the Rtist platform, any other aspect of our business or affairs, or any other confidential information which is disclosed to you (or of which you become aware) in the course of offering any services through Rtist or in connection with any Commission.
11) Intellectual Property
All source/object code, software, data and other intellectual property (of any nature or description) comprised in the Rtist application is, and will remain, our sole and exclusive property. You acknowledge that you have no rights in or to the Rtist application (or any such code, software, data or other intellectual property) other than the right to use them in accordance with these terms and conditions. As such, you will not (i) copy, reverse engineer, modify, create derivative works from, distribute, or otherwise commercialise (or seek to commercialise), any content, information, software or intellectual property which forms part of (or which is associated with) the Rtist application (ii) collect any information about Users or (iii) circumvent any technical or security measures which are used to provide the Rtist platform.
12) Data Protection
You consent to us holding and processing any and all data that we hold from time to time, relating to you, for legal, administrative and operational purposes (including, without limitation, to the processing of any "sensitive personal data", as defined in the Data Protection Act 1998, which relates to you).
Without in any way affecting our accrued rights (or any other remedy available to us) we may, at our sole discretion, terminate (or suspend) your right to offer or provide services through Rtist, at any time and with immediate effect, if you breach any of these terms and conditions, or the terms and conditions of any Commission, if any information you provide to us (or any User) cannot be verified or authenticated, or if you are inactive on Rtist for a prolonged period of time. In that event, in respect of any outstanding Commissions, you will (at our discretion) either (i) complete those Commissions (in accordance with the terms and conditions thereof) (ii) refund the applicable sums directly to the relevant Users or (iii) authorise and permit us to recall the applicable sums from your bank account and refund them to those Users. Any delay by us in exercising our rights under this provision will not constitute a waiver of those rights.
14) Our liability to you
We try to keep the Rtist platform secure, and functioning properly, at all times but we cannot guarantee the continuous operation of, or access to, Rtist. We will not be liable to you for any losses that you may incur in connection with (i) your use of, or your inability to use, Rtist (ii) any virus or other malicious software transmitted as a result of (or any damage to any hardware device caused by) you accessing Rtist (iii) the content, actions or inactions of Users (or any other third parties) or (iv) any action taken by us pursuant to paragraph 13 above.
15) Governing law/disputes
These terms and conditions, and any dispute or claim arising out of or in connection with them or any Commission, will be governed by (and construed in line with) English law. The courts of England have exclusive jurisdiction to settle any such dispute or claim. However, if any potential dispute or claim arises, in the first instance, please contact us to seek a resolution. We will consider trying to resolve any such potential dispute or claim through alternative dispute resolution procedures (such as mediation or arbitration), as opposed to litigation.
We may change these terms and conditions, at any time, by posting the amended version here. We may also notify you of the changes by SMS, e-mail or when you next use Rtist. The amended terms and conditions may also be displayed on the screen of your device, and you may be required to read and accept them, in order to continue using Rtist. In any event, the amended terms and conditions will be effective fourteen (14) days after they are initially posted here. Your use of Rtist after that date will constitute your acceptance of the amended terms and conditions.
Any questions, comments or requests regarding these terms and conditions should be addressed to firstname.lastname@example.org