Terms and Conditions
1 About The Platform
1.1 Welcome to wellmade.com.au (the “Platform”), a digital platform that profiles creative practitioners, creative spaces and supporters through the Platform and its associated promotional material (the “Services”). Well Made is an initiative of Guildhouse and has been developed to promote the work of professional South Australian visual artists, craftspeople, designers, creative spaces and supporters, and facilitate sales and commissions.
We will continue to introduce new features to improve Well Made and our terms and conditions of use (the “Terms”) will be updated accordingly.
If you have any questions about the Terms, please do not hesitate to contact us at firstname.lastname@example.org.
1.2 The Platform is operated by Guildhouse Incorporated (ABN 75 442 934 320) (“Guildhouse”). Access to and use of the Platform, or any of its associated products or Services, is provided by Guildhouse. Please read these terms and conditions (the “Terms”) carefully. By using, browsing and/or reading the Platform, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Platform, or any of its products or Services, immediately.
1.3 Guildhouse reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Guildhouse updates the Terms, it will use reasonable endeavours to provide you with notice of same. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.
2 Acceptance Of The Terms
2.1 You accept the Terms by registering for the Services and/or making any payment as required under the Terms. You may also accept the Terms by clicking to accept or agree to the Terms where and if this option is made available to you in the user interface.
3 Registration To Use The Services
3.1 Well Made is a curated platform that involves a selection process. Applications are taken at all times from creative practitioners, spaces and supporters currently based in South Australia. In order to access the Services, you must first apply for an account through the Platform (the “Account”).
3.2 As part of the registration process or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including:
- an email address and/or preferred username;
- a mailing address;
- a telephone number; and
- a password.
3.3 You warrant that any information you give to Guildhouse in the course of completing the registration process will always be accurate, correct and up to date.
3.4 Once you have completed the registration process you will be a registered member of the Platform (“Member”) and agree to be bound by the Terms. If your application is approved, you will be granted access to the Services.
3.5 You may not use the Services and may not accept the Terms if:
- you are not of legal age to form a binding contract with Guildhouse; or
- you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.
4 Your Obligations As A Member
4.1 As a Member, you agree to comply with the following:
you will use the Services only for purposes that are permitted by:
- the Terms; and
- any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
- you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;
- any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Guildhouse of any unauthorised use of your password or email address or any breach of security of which you have become aware;
- access and use of the Platform is limited, non-transferable and allows for the sole use of the Platform by you for the purposes of Guildhouse providing the Services;
- you will not use the Services or the Platform in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of Guildhouse;
- you will not use the Services or Platform for any illegal and/or unauthorised use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Platform;
- you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Platform without notice and may result in termination of the Services. Appropriate legal action will be taken by Guildhouse for any illegal or unauthorised use of the Platform; and
- you acknowledge and agree that any automated use of the Platform or its Services is prohibited.
5 Using The Services As A Member
5.1 By registering for an Account and becoming a Member as part of the Services, Guildhouse will provide you with an opportunity to create a personalised profile page within the Platform (the “Profile Page”) in which you can do the following:
- promote yourself as an artist or designer;
- list the products and/or service that you wish to sell (the “Product”);
- upload photos of the Product to your profile;
- provide a description for the Product; and
- provide your contact details.
5.2 You agree that while you retain ownership of any content and images you Publish to the website or provide Well Made, you hereby grant Well Made a non-exclusive, royalty-free, worldwide licence to use that content, without any liability or payment of any kind to you.
5.3 You acknowledge and agree that the Profile Page is viewable by anybody who visits the Platform and is not restricted to Members only.
6 Sales and Commissions
6.1 Well Made Members may choose to nominate to receive sales and commission enquiries or use the site solely for promotional purposes. In the case that the Well Made Member chooses to nominate themselves as interested in commissions, their profile will include the ‘Commission this Creative’ link enabling users to submit a brief. All commission enquiries will be managed by Guildhouse.
6.2 In setting the price for the Product, the Well Made Member warrants that they will ensure that the price for the Product is commensurate with the price of similar products available outside the Well Made platform.
6. 3 The parties acknowledge and agree that, upon successful connections arising through the Well Made website, social media channels or direct enquiry that result in transactions between Members, then Guildhouse will levy a service fee for the provision of the Services (the “Commission”).
This fee not only supports the costs of managing enquiries and briefs, but also includes the preparation of contracts, invoicing and project management if necessary.
6.3 As professional practicing visual artists, craftspeople and designers, all Well Made Members profiled on the site are expected to operate fairly and ethically, which means adhering to all legal obligations relating to small business management, observing Work, Health and Safety legislation and working within the confines of the Competition and Consumer Act as well as the Fair Trading laws in their respective State or Territory.
7 Copyright And Intellectual Property
7.1 The Platform, the Services and all of the related products of Guildhouse are subject to copyright. The material on the Platform is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Platform (including but not limited to text, graphics, logos, button icons, video images, audio clips, Platform, code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by Guildhouse or its contributors.
7.2 All trademarks, service marks and trade names are owned, registered and/or licensed by Guildhouse, who grants to you a worldwide, non-exclusive, royaltyfree, revocable license whilst you are a Member to:
- use the Platform pursuant to the Terms
- copy and store the Platform and the material contained in the Platform in your device’s cache memory; and
- print pages from the Platform for your own personal and non-commercial use.
Guildhouse does not grant you any other rights whatsoever in relation to the Platform or the Services. All other rights are expressly reserved by Guildhouse.
7.3 Guildhouse retains all rights, title and interest in and to the Platform and all related Services. Nothing you do on or in relation to the Platform will transfer any:
- business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or
- a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
- a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.
7.4 You may not, without the prior written permission of Guildhouse and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Platform which are freely available for re-use or are in the public domain.
9 General Disclaimer
9.1 Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
9.2 Subject to this clause, and to the extent permitted by law:
- all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
- Guildhouse we will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
9.3 Use of the Platform and the Services is at your own risk. Everything on the Platform and the Services is provided to you “as is” and “as available” without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Guildhouse makes any express or implied representation or warranty about the Services or any products or Services (including the products or Services of Guildhouse) referred to on the Platform. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
- failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records;
- the accuracy, suitability or currency of any information on the Platform, the Services, or any of its Services related products (including third party material and advertisements on the Platform);
- costs incurred as a result of you using the Platform, the Services or any of the products of Guildhouse; and
- the Services or operation in respect to links which are provided for your convenience.
9.4 Guildhouse reserves the right to make changes to the platform at any time, including branding, layout and function.
10 Limitation Of Liability
10.1 Guildhouse’s total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.
10.2 You expressly understand and agree that Guildhouse, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
11 Termination Of Contract
11.1 The Terms will continue to apply until terminated by either you or by Guildhouse as set out below.
11.2 If you want to terminate the Terms, you may do so by:
- providing Guildhouse with fourteen (14) days’ notice of your intention to terminate; and
- closing your accounts for all of the services that you use, where Guildhouse has made this option available to you.
Your notice should be sent, in writing, to Guildhouse via the ‘Contact Us’ link on our homepage.
11.3 Guildhouse may at any time, terminate the Terms with you if:
- you have breached any provision of the Terms or intend to breach any provision;
- Guildhouse is required to do so by law;
- the provision of the Services to you by Guildhouse is, in the opinion of Guildhouse, no longer commercially viable.
11.4 Subject to local applicable laws, Guildhouse reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Platform or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Guildhouse’s name or reputation or violates the rights of those of another party.
12.1 You agree to indemnify Guildhouse, its affiliates, employees, agents, contributors and licensors from and against any breach of the Terms.
13 Dispute Resolution
13.1 Compulsory: If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sort).
13.2 Notice: A party to the Terms claiming a dispute (“Dispute”) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
13.3 Resolution: On receipt of that notice (“Notice”) by that other party, the parties to the Terms (“Parties”) must:
- Within seven (7) days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
- If for any reason whatsoever, twenty-one (21) days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Law Society of South Australia or his or her nominee;
- The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
- The mediation will be held in Adelaide, Australia.
13.4 Confidential: All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.
13.5 Termination of Mediation: If thirty (30) days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
14 Venue And Jurisdiction
The Services offered by Guildhouse are intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Platform, you agree that the exclusive venue for resolving any dispute shall be in the courts of South Australia, Australia.
15 Governing Law
The Terms are governed by the laws of South Australia, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of South Australia, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
16 Independent Legal Advice
Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.
If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.