By using the Web Site and/or accessing the Services, you accept in full all these terms and conditions and agree to comply with them in your use of the Web Site and/or the Services.

PARTIES

'Icons' means Icons Shop Limited, its subsidiary companies and associated companies and its agents and employees. 'You' means the person specified as the user in the registration form.

TERMS & CONDITIONS

These terms and conditions shall apply to your use of the web site located at www.icons.com and any related web sites (the "Web Site") and of any information services provided under the name Icons (the "Services"). By using the Web Site and/or accessing the Services, you accept in full all these terms and conditions and agree to comply with them in your use of the Web Site and/or the Services. If you do not wish to be bound by these terms and conditions, you may not use the Web Site or the Services. We reserve the right, at our discretion, to change, modify, add or remove any of these terms and conditions at any time. Any use by you of the Web Site or the Services after such changes shall be deemed to be your acceptance of those changes.

COPYRIGHT AND YOUR RIGHTS

Copyright and all other intellectual property rights subsisting in (i) any material, including images, posted on the Web Site, (ii) in the database accessible via the Services or (iii) in any piece of information provided through the Services (together the 'Information') is owned by Icons. You may not copy, reproduce, sell, resell, retransmit or otherwise use the Information or make the Information available in any manner or on any media to any third party unless you have obtained Icons' prior written consent except that you may download one copy of any Information onto a single computer for your own personal, non-commercial use. Each unauthorised use of the Information by you will automatically incur the minimum penalty of £1,000 (sterling) without prejudice to Icons' right to pursue further damages.

YOUR INFORMATION

Icons is a limited company incorporated in England and is registered under the Data Protection Act 1998. All personal information you supply to Icons will be treated in accordance with that Act. Icons will itself collect and use information you supply to Icons in order to operate and enhance the Web Site and the Services. Icons will not use any personal information you supply to it otherwise than in accordance with the Icons Privacy Policy.

SUGGESTIONS AND SUBMISSIONS

You’re hereby agreed that all comments, suggestions, drawings, concepts, photos, testimonials and all articles or documents (except for your private information) communicated or entrusted to Icons through the Web Site or other means (the “Suggestions”) shall not be deemed confidential and shall become the property of Icons. Icons shall have no obligation to preserve the confidential nature of any Suggestion, to compensate anyone in connection with any Suggestion or to reply to or acknowledge any Suggestion. You hereby warrant that any Suggestion made by you does not infringe the rights any third parties. Icons may, without obligation, publish, copy, disseminate or use your Suggestion for any purpose, including without limitation advertising and commercial purposes, without any compensation being payable to you or another person. You are and remain liable for the content of any Suggestion made by you.

AVAILABILITY OF INFORMATION

Icons reserves the right to change the content, presentation, performance, user facilities and availability of any part of the Web Site and/or the Services at its sole discretion. It is your responsibility to refer to the changes. They will come into effect immediately on posting. Icons does not warrant any connection, transmission over, security of or results from the use of any network connection or facilities provided (or omitted to be provided) in connection with the Web Site and/or the Services.

ACCURACY OF INFORMATION

Icons makes no warranties, expressed or implied, as to the Web Site or the Services (including without limitation as to its/their accuracy, availability, adequacy, quality or fitness for any particular purpose) and all such warranties are expressly excluded to the fullest extent that such warranties may be excluded by law. You bear all risks from any uses or results of using the Web Site and/or any of the Services. You are responsible for validating the integrity of any Information received or accessed by you.

PRODUCTS

Icons may modify any products offered for sale on the Web Site at any time without prior notice. Icons reserves the right to cancel the sale of any product by issuing a full refund.

INDEMNITY

You irrevocably agree to indemnify Icons from and against any and all losses, damages, costs and claims suffered or incurred by Icons of whatsoever nature arising out of or in connection with your use, provision or distribution of any Information or any part of the Web Site and/or the Services or otherwise howsoever arising in relation to any breach of these terms and conditions by you.

HYPERTEXT LINKS

Icons may from time to time provide hypertext links to sites on the Internet which are operated by other people. Using an external hypertext link means that you may be leaving the Web Site and Icons therefore takes no responsibility for and gives no warranties, guarantees or representations in respect of linked sites. Any link to another site or any reference to information, products or services supplied by a third party in no way imply that Icons has given its approval concerning such sites or items.

LIABILITY

Icons does not have any liability (whether in contract or tort) for any losses, costs or damages resulting from or related to use of or inability to use the Web Site, any Information, or the Services or the provision of the Services to the fullest extent to which such liability may be excluded or avoided by law and in no event shall Icons be liable to you for lost profits (whether direct or indirect) or for indirect, incidental, special, punitive or consequential damages arising out of or in relation to the Web Site, the Services or the provision of Information. Icons makes no warranty that the Web Site, the Information or the Services are free from infection by viruses or anything else that has contaminating or destructive properties.

TERMINATION

Icons may terminate your right to use the Web Site, the Information and/or the Services at any time by giving you not less than 15 days notice. If you (i) are in breach of any of these terms and conditions (except for a trivial breach remedied within 7 days of its occurrence), or any generally accepted guidelines on Internet usage and etiquette (such as restrictions on mass mailings and mass advertisements, pirating or copying software, mail bombing or attempts to violate security), (ii) you do or fail to do any act which jeopardises the continuance of the Web Site and/or the Services, (iii) if bankruptcy or insolvency proceedings are brought against you, (iv) if you do not make any payments under a court judgement or fine, (v) if you make an arrangement with your creditors or a receiver or administrator is appointed over your assets or (vi) if you go into liquidation, then Icons may terminate your right to use the Web Site and withdraw the Services from you, immediately and without notice or compensation. Icons will then be under no further obligation to you.

ASSIGNMENT

This agreement and any rights of access to the Web Site and/or any Service provided to you may not be assigned, licensed or otherwise transferred by you to any other person without the prior written consent of Icons.

COMPLETE AGREEMENT

These terms and conditions are the whole agreement between you and Icons. You acknowledge that you have not accepted these terms and conditions in reliance upon any warranty or representation made by Icons.

GENERAL

Any notice from Icons to you may be delivered by e-mail or post to you at your last known address. Evidence of posting (either electronically or otherwise) shall be taken as evidence of delivery. This agreement shall be governed by English Law. All disputes arising from or in connection with this agreement shall be subject to the exclusive jurisdiction of the English Courts. If any term of this agreement is held to be illegal or unenforceable the validity and enforceability of the remainder shall continue in full force and effect. The provision in question shall be replaced by a valid and enforceable term which corresponds, so far as possible, with the original. Failure by either party to exercise any right or remedy under this agreement does not constitute a waiver of that right or remedy. All disclaimers, indemnities and exclusions in these terms and conditions shall survive termination of your use of the Web Site and/or the Services. Neither you nor Icons shall be held liable for any loss or failure to perform any obligation hereunder due to causes beyond your or their respective reasonable control. These terms and conditions replace all terms and conditions previously applicable to your use of the Web Site and the provision of the Services or any of them.

CREDIT CARD SECURITY

All credit card transactions are conducted on the Worldpay secure server. No credit card details are held on the Web Site or disclosed to Icons.

AUCTION RULES

We reserve the right to change auction rules from time to time, including per item up until the closing of any auction. Bidding on an item is an offer to buy the item at the price in the bid, provided the bidder's offer is the winning bid at the close of the auction. Each item is its own separate auction. You may set a “proxy” bid which is the highest amount you are willing to bid: you may increase that amount but may not decrease it. You agree that (a) Memento may cause a bid (in the amount of the increment bid) to automatically be made for you each time someone bids higher than your existing bid until your proxy bid amount is reached, and that (b) you will be bound by each bid so made. Usually, auctions may be subject to a “reserve” (a minimum amount that the seller wants to bid as a condition to being willing to sell the item). However, we reserve the right to establish a reserve amount (and if we do, it will be posted in the item listing). If a problem occurs with a winning bid in an open auction, we might offer you an opportunity to reinstate your currently unsuccessful bid to a currently winning status at your last bid price (i.e., you might become the winning bidder even though you thought you lost). We may contact you at our option. At your option, you may decline or accept the opportunity to become the winning bidder. Bid manipulation or “shill” bidding of any kind is expressly forbidden, as is bidding for the sole purpose of increasing the purchase price. The credit card (or any other payment method that we allow from time to time) of the person with the winning bid may be billed at the auction’s close. Bidders are prohibited from communicating with each other for the purpose of manipulating the final purchase price of an item and from "spamming" (sending unsolicited commercial email to users). An auction closes at its specified ending time, or five minutes after the last bid is placed, whichever is later (e.g., if people are bidding within 3 minutes of each other, the auction will not end at the scheduled time but will go on until 5 minutes have passed without placement of another bid). Among other goals, this kind of rule is intended to help prevent buyers from being locked out of an auction due to a slow Internet connection. Auction closing times are approximate, and Memento reserves the right to close an auction earlier or later than the scheduled time. Time clocks used by Memento or its service providers will control in the event of any conflicts regarding closing or other times. The highest pound amount bid at each auction's close will be the winning bid for that auction. No bid may be viewed as the winning bid until we have confirmed it such as by sending you an email. We also try to confirm losing bids by email. The seller of a listed item (including us when we are the seller), may bid on the item. If the credit card or other payment method is declined for any reason, we may attempt to contact the winning bidder, by phone or email. If we cannot verify your payment method or if we do not receive a BACs payment within 24 hours of the auction’s close, the next highest bidder will become the winning bid and be processed as described above until a bidder with a compliant payment method is found. An admin fee of 5% is applied to each auction purchase. This will be added on payment of the auction item. You are not entitled to any refunds or exchanges, so do not bid (directly or automatically via a proxy bid) unless you are willing to buy the item for the bid amount (plus taxes etc.). You agree not to take any action that would violate applicable laws.

REGISTERED ADDRESS

Icons Shop Limited, 65 New Cavendish Street, London, W1G 7LS

Company Number: 06791294

Registered in England