Terms & Conditions

This World Wide Web site (the “site”), PopUpUp.com (“PopUpUp”), is owned and operated by The OD Agency Ltd; registered in the United Kingdom with registered number 09950087. These conditions of use are governed by the laws of England and Wales and you agree that the English courts shall have exclusive jurisdiction in any dispute.

You hereby acknowledge that, by use of PopUpUp, you agree to all of the following terms and conditions associated with PopUpUp, and all subsidiaries and affiliates. You acknowledge and accept that this Agreement of Terms and Use (this “Agreement”) is effective as of the date you first used PopUp and shall continue indefinitely, unless this Agreement is terminated by PopUp. Any changes that may be made to these terms on PopUpUp, must be accepted as the current terms of agreement.

Prior to your use of PopUpUp, you must read and accept all of the terms and conditions of this Agreement. Your acceptance and agreement to be bound by all of the terms of this Agreement shall be deemed given by your use of the site, and you agree that this Agreement and the Privacy Policy will apply whenever you use PopUpUp.  If you use an affiliate or related website of PopUpUp, you agree that this Agreement and the Privacy Policy shall be applicable to your use of that site unless such site has an agreement which specifically supersedes this Agreement. PopUpUp affiliate sites may have additional or other terms or conditions.

Our Conditions

You hereby agree that you will not:

  1. Upload content or items that are, in our sole judgment, lewd, inappropriate, or of a sexual nature;
  2. Violate any laws, rights of third party or our policies;
  3. Bypass any measures we may use to prevent or restrict access to the Site;
  4. Fail to deliver payment for use of the site whereby payment is required;
  5. Manipulate the price of any item or interfere with other PopUpUp Members’ listings;
  6. Circumvent or manipulate our fee structure, the billing process, or fees owed to PopUpUp;
  7. Upload false, inaccurate, misleading, defamatory, or libellous content (including personal information);
  8. Distribute or upload spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes;
  9. Distribute viruses or any other technologies that may harm PopUpUp, or the interests or property of PopUpUp users;
  10. Copy, modify, or distribute rights or content from the PopUpUp sites, or PopUpUp’s copyrights and trademarks; or
  11. Transfer your PopUpUp Member Account (including feedback) and Member ID to a third party without our consent;
  12. Use or distribute information about other users, including email addresses, without their prior written consent.
  13. Take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
  14. Harvest or otherwise collect information about users and/or Members, including email addresses, without their consent.

Termination

Without limiting other remedies, PopUpUp may limit, suspend, or terminate your Member Account, prohibit access to our Site and its Content, Services, delay or remove Content and take technical and legal steps to keep you off the Site if we think that you are creating problems or possible legal liabilities, that infringe the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of these Terms of Use, including, but not limited to, the Policies. PopUpUp also reserves the right to cancel unconfirmed accounts or accounts that have been inactive for a long time, or to modify or discontinue the Site or Services. You will not and cannot hold PopUpUp (including its officers, directors, agents, subsidiaries, joint ventures or employees) liable criminally or by way of a civil suit for claims, demands or damages (actual and consequential) of any kind for the closing of a Member Account. A listing may also be removed permanently if the information supplied is deemed irresponsible or illegal to the laws of the United Kingdom.

Content

By posting Content on the Site, you grant PopUpUp, a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable right to use, modify, perform and/or display, reproduce and distribute and any other copyright rights you have in such Content, in any media and any form. By posting Content on the Site, you represent and warrant to PopUpUp that you have the right to grant PopUpUp the rights above.

Payment of Goods

Payment shall be made in full prior to the design and dispatch of goods, unless special settlement terms have been agreed by us in writing.

Some printed items become subject to VAT, dependent on the contents of the artwork. If you place an order and such a payment applies, VAT will be added to your order. You will be contacted to pay the VAT before delivery will be undertaken.

If VAT is noticed on your order after the bill has been paid, you as the customer are liable to pay the VAT in full before receiving your delivery. The OD Agency, trading as popupup.com has been registered in England and Wales No. 09950087. Registered office: Smith Pearman, Hurst House High Street, High Street, Woking, England, GU23 6AZ. VAT No. 155313136

Products

We reserve the right to alter any details of products advertised without notice and while every effort is made to describe goods accurately in the advertisement, no warranty is given as to accuracy and no responsibility will be accepted for error and any resulting loss.

Prices

Where applicable all prices quoted are subject to VAT at the current rate.

Delivery of Goods

Every effort will be made to deliver on time, but any delivery day specified is a best estimate and no liability is accepted for any loss arising from delay or error in the delivery of the goods. All deliveries will be charged at the prevailing rates applying at the date of such delivery.

PopUpUp accepts no responsibility for deliveries being missed due to non payment. It is the customers responsibility to ensure that full payment is made before delivery can take place.

International transit times are approximate and may be subject to customs clearance. Local country restrictions apply. PopUpUp will not be held responsible for any delay of delivery of the goods with international deliveries.

PopUpUp cannot be held responsible for any customs and excise charges that may occur from the import or export of your goods.

Claims

Claims arising from damages, delay or partial loss in transit must be made in writing to us, so as to reach us within 5 days of delivery.

All claims with regard to the quality or quantity of the goods shall be made in writing to us so as to reach us within 5 working days of receipt of goods or such goods shall be deemed to comply as to quality and quantity within the terms of the contract.

You must examine all goods delivered at the time of delivery. We shall not be liable for any loss arising from damage caused to the goods in transit unless loss or damage is noted on the delivery note at time of delivery.

Claims in respect of non-delivery must be made in writing so as to reach us within 7 days from receipt of our invoice.

PopUpUp requires any printing to be returned in full before agreeing to reprint. If PopUpUp deem the printing to be of sufficient quality, and within tolerance we reserve the right to return the goods and refuse a reprint or refund.

Quantity Change to Orders

Any changes in quantity ordered must be made in writing to us prior to commencement of order processing. An increases in order is regarded as a separate contract unless written notification is received before work commences on the original order.

Artwork & Printing

All artwork is printed using CMYK unless otherwise requested by the customer. Such a request will incur an additional fee.

All orders are completed solely on the basis of the Artwork and information provided to PopUpUp by the customer. Any additional costs that arise due to the inaccuracy of the artwork supplied will be the sole responsibility of the customer.

Once your design project is initiated and any preliminary artwork has been created by PopUpUp, all retainer payments made by you become non-refundable.

Once you have placed your order, you have 1 hour to make changes to the artwork you have supplied, after this time you will become liable to charges if you need to amend or supply new artwork.

For all orders (including online), we only quote for one design per kind, any additional are chargeable.

We will print the order after payment has been made, unless otherwise specified by PopUpUp.

All images (including photography and design), text and logos, that are created or modified by PopUpUp, are the intellectual property of PopUpUp and are not to be used without our written permission.

Proofs

Please note that the colour of the printed item will be affected by the type of material chosen for the artwork to be printed on, as well as any applied Lamination or Varnish. PopUpUp will not accept liability or responsibility for any variations in colour or any other defects or irregularities as a result of this.

Proofs are NOT supplied as standard. Proofs must be requested by the person ordering at the time of ordering in writing, verbal confirmation will not be accepted. All proofs are subject to an additional charge unless otherwise agreed.

The customer accepts responsibility to check proofs thoroughly as, once passed, all proofs are deemed correct and ready to go print and the responsibility passes to the customer. The customer will need to view all proofs at 100% to see the exact size of your product when printed. We will not commence print until we have received a copy of the final proof with a written confirmation to go to print, via email, fax or post.

Final proofs must be signed off by the customer in writing, and the sign off email received by PopUpUp.

Force Majeure

PopUpUp will not be held responsible for failure or delay in the carrying out of our obligations under the contract arising from any cause outside our reasonable control or by inability to procure materials or articles except at higher prices due to any such cause and in such circumstances we shall be entitled by notice to terminate the contract in whole or in part without incurring any liability whatsoever to you.

Representation

You acknowledge and agree that PopUpUp and its officers, members, directors, attorneys, and agents are not responsible nor will be held liable for other users’ content, actions, or inactions. You acknowledge that we are not a broker, nor your agent, and that we do not represent you unless we have agreed do so in writing signed by our owners. PopUpUp is merely a venue to allow anyone to offer, post, promote, advertise and purchase goods on any agreed upon terms and conditions any existing popup business in any form as agreed upon between users.  You hereby agree and acknowledge that we have no control over and do not guarantee the quality, safety, or legality of items advertised, the truth or accuracy of users’ content or listings, or that users will actually complete a transaction. You hereby acknowledge that we will perform no investigation as to the accuracy of any information or uploads on PopUpUp’s sites, and you agree to use and/or trust any information on the sites at your own risk.

You acknowledge that we do not guarantee constant or secure access to our sites. Accordingly, we hereby exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill or reputation, or any special, direct, indirect or consequential damages arising, directly or indirectly, out of your use of or your inability to use our sites.

Complaints

Complaints must be made within 48 hours of receiving your goods. The complaint will be assessed and if PopUpUp deems it necessary, a reprint may be offered. Any complaints made after 48 hours are automatically void of any offer to reprint and will not be assessed

Limitation of Liability

Notwithstanding anything contained in this Agreement, if we are found to be liable, our liability to you or to any third party is limited to the lesser of the total fees you paid to us in 30 days prior to the action giving rise to the liability.

Save in so far as defects in the goods cause death injury or damage to personal property, our liability for any loss or damage suffered by you in respect of the goods shall be limited to the contract value of the goods.

We can accept no responsibility for loss or damage arising from the supply of goods under this contract.

We are not liable for any financial loss incurred by you, including but not limited to expenses incurred by you, interest payments & loss of earnings or similar gains you would have received on monies paid to us in lieu of any unfulfilled order.

Release

To the fullest extent permitted by law, you agree to indemnify, protect, defend with competent counsel, and hold harmless PopUpUp, its officers, employees, affiliated companies, partners, members, successors, assigns, legal representatives, shareholders, and agents, for, from and against any and all claims, damages, losses, liabilities, liens, fines, penalties, suits, judgments, causes of action, costs and expenses (including, without limitation, court costs, attorneys fees and disbursements), of any nature, kind or description arising out of, resulting from, or caused, directly or indirectly, (in whole or in part) by your use of our sites, any agreements you make with third parties resulting from information contained on the site, any claims by any third parties with respect to information you post or upload on the site, or your violation of any law or term of this Agreement. You hereby specifically waive any protections in any law or ordinance, if any, applicable to you in your jurisdiction or other jurisdiction which in any way limits this general release.

Miscellaneous

You hereby agree that we may amend this Agreement at any time by posting the amended terms on this site. Any and all such amended terms shall automatically be effective twenty-four (24) hours following their posting on the site.  Therefore we recommend that you regularly review the terms of this Agreement. This Agreement constitutes the entire agreement and understanding of the parties and supersedes all offers, negotiations and other agreements.  There are no representations or understandings of any kind not set forth herein.  Any other amendment to this Agreement must be in writing and executed by both parties. If any term of this Agreement is found to be void or invalid, such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and effect. Failure of PopUpUp to insist on strict performance of any of the conditions or provisions of this Agreement, or to exercise any of our rights hereunder, shall not waive such rights. This Agreement shall be governed by and construed in accordance with the laws of England and Wales. This Agreement constitutes the entire agreement and understanding of the parties and supersedes all offers, negotiations and other agreements.  There are no representations or understandings of any kind not set forth herein.  Any amendment to this Agreement must be in writing and executed by both parties. The article headings are for convenience only and do not affect the meanings of the articles. In any dispute arising under this Agreement, in the event of a conflict between the text and a caption, the text controls.