Important Notice
By accessing or using this website (the "Site") and/or by clicking to accept these Terms and Conditions, you agree to be bound by them and you confirm that you have authority to bind any business on whose behalf you use the Site.
If you do not agree with these Terms and Conditions, you must not use the Site or purchase any Designs.
1. About the Site
1.1 The Site is owned and operated by Mila Prints Design SRL, CUIT 30-71599430-1, established in Argentina, with registered address at Avenida de los Lagos 3860, Barrancas del lago lote 69, Código postal 1670, Nordelta, Buenos Aires, Argentina (referred to in these Terms and Conditions as "Mila Prints Design", "we", "us" or "our").
1.2 You may only access and use the Site in accordance with these Terms and Conditions and for lawful purposes.
1.3 We may change, suspend or discontinue the Site (or any part of it) at any time, including the availability of any feature, database, or content. We may also impose limits on certain features and services or restrict your access to parts or all of the Site without notice or liability.
1.4 You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Site, including hardware, software and internet access.
1.5 We may perform maintenance on the Site from time to time, which may result in service interruptions, delays or errors. We will not be liable for any such interruptions, delays or errors.
2. Your Account
2.1 You must open an account with us before you can place an order. This involves providing certain compulsory information, which must be validated by us.
2.2 Please read our Privacy Policy and Cookie Policy for more information on how we use your personal information and cookies.
2.3 We reserve the right, at our sole discretion, to decline a new registration or to suspend or terminate your account at any time.
2.4 We will contact you by email to notify you whether or not your account has been activated.
2.5 By registering an account, you confirm that the details provided by you on registration (and at any time thereafter) are true, accurate and complete. You must promptly update your account details if any information changes.
2.6 You must keep your passwords secure and confidential; are solely responsible for all activity that occurs under your account; and must use commercially reasonable efforts to prevent unauthorised access to your account and notify us promptly of any unauthorised access or use.
2.7 We reserve the right to modify or withdraw a password at any time at our discretion.
3. Placing an Order
3.1 After you place an order, we will send you an email acknowledging receipt. This email does not constitute acceptance of your order.
3.2 Following receipt of your order, your chosen payment method will be charged and, if your order is accepted, we will grant you access rights to the high-resolution file for each design specified in your order (the "Designs" and the "Access Rights").
3.3 A Sale Contract is formed when we grant you Access Rights. The Sale Contract is between you and us and incorporates the details, descriptions and prices of the Designs as set out on the Site; and these Terms and Conditions, all as at the date on which you place your order.
3.4 We may decline your order for any Design for any reason (including legal, regulatory or business reasons). If we decline an order for which you have already been charged, we will refund you for that Design as soon as reasonably possible.
3.5 We will send you an email confirming the Designs in your order and whether Access Rights have been granted for each Design.
4. Amending or Cancelling an Order
4.1 Our order processing is largely automated. If you wish to amend or cancel an order, you must contact us immediately.
4.2 We will use reasonable efforts to stop the order being processed, but we cannot guarantee that this will be possible, given the speed at which orders may be processed and Access Rights granted.
4.3 Once Access Rights have been granted (i.e., once the high-resolution files are made available to you), orders are generally non-cancellable and non-refundable, unless required by applicable law.
5. Descriptions and Prices of the Designs
5.1 Orders will only be accepted if there are no material errors in the description of the Designs or their prices as advertised on the Site. If we discover an error in the price of any Design you ordered, we will contact you to inform you of the error and give you the option of continuing at the correct price or cancelling that part of your order.
5.2 We will not process the affected part of your order until we have your instructions. If we are unable to contact you, or if you do not respond within a reasonable time, we will treat your order for that Design as cancelled and notify you by email.
5.3 We try to display the colours of the Designs accurately on the Site, but the actual colours you see depend on your device and settings. We cannot guarantee that your monitor's display of any colour will precisely reflect the colour of the Designs in the high-resolution files or any physical samples.
5.4 Prices are exclusive of VAT, sales tax and other similar taxes. You are responsible for payment of such taxes at the applicable rate in the relevant jurisdiction(s).
5.5 If any withholding tax is levied on a payment to us, you must gross-up the payment so that we receive the full amount we would have received if no withholding had been required.
5.6 You must pay in the currency stated on the Site and make all payments in full without set-off, deduction, counter-claim or withholding (other than any legally required withholding tax addressed in clause 5.5).
5.7 Prices for Designs may change from time to time, but changes will not affect any order you have already placed and which we have accepted.
6. The Sale Contract — Exclusive Buyout and Transfer of Ownership
6.1 Upon creation of a Sale Contract for a Design and subject to full payment, Mila Prints Design hereby assigns, transfers, and conveys to you the entire copyright and all other intellectual property rights in and to the Design for all purposes, in all media, and in perpetuity throughout the world.
6.2 This transfer of ownership (the "Exclusive Buyout") means that the Design is sold to only one client and will be immediately removed from our site and catalogs upon purchase.
6.3 Reservation of Studio Assets: Notwithstanding the transfer of the specific composition (the "Design"), Mila Prints Design reserves the right to reuse individual base elements, hand-drawn strokes, textures, or brushwork that form part of our creative library to create new works for third parties, provided that the final composition of such new works is substantially and materially different from the sold Design.
6.4 You shall have the right to register the copyright of the Design in your own name or that of your business.
6.5 File Structure and Technical Inquiries: The Client acknowledges that high-resolution files are generally organized in layers by design element. However, depending on the nature of the Design — particularly in the case of textures — files may instead be separated by color. If the Client has specific requirements or doubts regarding the internal structure of a file, they are encouraged to contact Mila Prints Design for confirmation prior to or upon purchase.
7. Copyright in the Designs
7.1 For each Design, and subject to clause 7.2, we warrant that: (a) we are the sole legal and beneficial owner of, and own all rights and interests in, the Copyright in the Design, or have the right to license the Design as described in these Terms and Conditions; (b) we have not previously assigned or granted an exclusive licence in the Design to any third party that would conflict with the licence granted to you; and (c) to the best of our knowledge, each Design is our original work and has not been copied wholly or substantially from any other source.
7.2 The warranties in clause 7.1 do not apply to the extent that: (a) the Design is a composition or collage incorporating elements from the public domain; (b) we have utilized third-party licensed components (such as specific textures, stock imagery, or digital brushes) for which we hold valid commercial usage rights; (c) the Design incorporates generic motifs or traditional patterns that are common within the textile industry.
7.3 You acknowledge that we do not conduct worldwide checks to determine whether any Design might be considered indecent, obscene, defamatory, unlawful or otherwise objectionable in every jurisdiction; or to confirm that words, symbols or numbers used in the Designs do not infringe any registered or unregistered trade marks. You are responsible for ensuring that, in the jurisdictions in which you use the Designs, such use is lawful and does not infringe third-party rights.
7.4 Accordingly, you must obtain any trade mark clearances or other rights required in the relevant jurisdiction(s) to use any specific words, symbols or numbers contained in the Designs.
8. Protection of the Copyright
8.1 You must promptly notify us in writing, giving full particulars, if you become aware of: (a) any actual, suspected or threatened infringement of the Copyright; (b) any claim made or threatened that a Design infringes the copyright or related rights of any third party; or (c) any other form of claim or challenge to which the Copyright may be subject.
8.2 In respect of any matter listed in clause 8.1: (a) we will decide, at our absolute discretion, what action (if any) to take; (b) we will have exclusive control over, and conduct of, all claims and proceedings; (c) you must not make any admissions or settlements without our prior written consent; and (d) you will provide us with all reasonable assistance in relation to any claim or proceedings, at our cost.
9. Your Responsibilities
9.1 You must not access or use the Site in any manner or for any purpose other than as expressly permitted by these Terms and Conditions.
9.2 You may only use the Site and the Designs for legitimate commercial purposes and in accordance with applicable law.
9.3 You must not use any Design in any way until Access Rights are granted for that Design.
9.4 In exercising the licence granted under a Sale Contract, you are solely responsible for complying with all applicable laws and regulations in all relevant jurisdictions.
9.5 Without prejudice to clause 9.4, you must: (a) only use the Designs for commercial purposes in connection with Licensed Products; (b) not use the Designs in a way that renders them indecent, obscene, pornographic, defamatory, unlawful or otherwise objectionable, or that infringes third-party rights; (c) only use the Copyright as authorised in these Terms and Conditions; (d) comply with all regulations and practices in force to safeguard our rights in the Designs and the Copyright; and (e) ensure that the Licensed Products are safe for their intended use and comply with applicable product, labelling and safety laws.
9.6 You must not do, or omit to do, anything that diminishes or is likely to diminish our rights in the Designs or the Copyright, nor assist any other person to do so, directly or indirectly.
10. Termination of a Sale Contract
10.1 We may terminate a Sale Contract at any time with immediate effect by written notice to you if you commit a material breach of these Terms and Conditions which is not remediable, or (if remediable) is not remedied within twenty-eight (28) days of notice requiring the breach to be remedied.
10.2 Upon termination of a Sale Contract: (a) all rights and licences granted to you under that Sale Contract will immediately end and you must cease all use of the relevant Designs and Copyright, except as provided in clause 10.3; (b) you must cease manufacture of new Licensed Products bearing the relevant Design; and (c) subject to clause 10.3, neither party will have any further rights or obligations to the other under that Sale Contract except for those which expressly or by implication are intended to survive termination.
10.3 For a period of ninety (90) days after the date of termination of a Sale Contract, you may sell existing stock of Licensed Products already manufactured as at the date of termination, provided that such sales comply with all applicable laws and these Terms and Conditions.
10.4 Termination of a Sale Contract will not affect any accrued rights, remedies, obligations or liabilities of the parties existing at the date of termination.
11. Ownership of Rights in the Site
11.1 The software, workflow processes, user interface, designs, content and other technologies provided as part of the Site are our proprietary property or that of our licensors. All rights, title and interest in and to such items (including all intellectual property rights) remain with us and/or our licensors.
11.2 You must not remove or modify any proprietary notices or restrictive legends on or in the Site.
11.3 You must not: (a) sell, resell, rent or lease the Site or use it in a service provider capacity; (b) interfere with or disrupt the integrity, performance or security of the Site; (c) reverse engineer or decompile any aspect of the Site except to the extent expressly permitted by law; or (d) access the Site to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
11.4 You are not granted any rights or licence in respect of our trade marks, trade names, service marks, logos, domain names or other brand features. All such rights remain our sole and exclusive property.
12. Indemnity
12.1 You agree to indemnify and hold us harmless from and against any losses, damages, expenses and other charges (including reasonable legal fees and costs) incurred by us arising out of or in connection with any third-party claim resulting from: (a) your use of the Site in breach of these Terms and Conditions; or (b) your use of any Design or Licensed Product, including any modifications made by you.
13. Limitation of Liability
13.1 The Site is provided on an "as is" and "as available" basis. Your use of the Site and the Designs is entirely at your own risk.
13.2 To the maximum extent permitted by law, we exclude all warranties, representations and conditions, whether express or implied, including any warranty as to the accuracy, quality, reliability, fitness for purpose, completeness or usefulness of the Site or the Designs; any warranty that the Site or the Designs will meet your requirements or be uninterrupted or error-free; and any warranty that the Site is secure or free from harmful components.
13.3 Subject to clause 13.5, our maximum aggregate liability arising under or in connection with any Sale Contract will in no event exceed the total price paid by you to us for the relevant Design(s) under that Sale Contract.
13.4 Subject to clause 13.5, we will not be liable to you for any loss of profits; loss of sales, revenue, business or opportunity; loss of anticipated savings; loss of or damage to reputation or goodwill; or loss of or damage to data, or loss of use of software, data or information; in each case whether direct or indirect, or for any indirect, consequential or special loss or damage.
13.5 Nothing in these Terms and Conditions limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be limited or excluded under the laws of Argentina or other applicable mandatory law.
13.6 Mila Prints Design warrants the technical perfection and seamless repeatability of the high-resolution file as delivered. However, we shall not be liable for any technical, aesthetic, or legal errors resulting from modifications, alterations, color adjustments, or manipulations performed by the Client or any third party after the Access Rights have been granted.
14. Security and Data Protection
14.1 We will implement appropriate technical and organisational measures to protect your personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage.
14.2 Please read our Privacy Policy and Cookie Policy, which also govern your use of the Site.
14.3 We may use non-personally identifiable data generated via the Site for purposes of improving the Site, aggregated statistical analysis, technical support and other business purposes.
15. Third-Party Websites and Services
15.1 The Site may include links to or integrations with websites or services provided by third parties. We have no control over, and assume no responsibility for, the content, privacy policies or practices of any third-party websites or services.
15.2 We will not be responsible or liable for any loss or damage arising from your use of, or reliance on, any such third-party content, features, goods or services.
16. Changes to These Terms and Conditions
16.1 We may update or amend these Terms and Conditions from time to time by posting a revised version on the Site. The updated terms will apply to all use of the Site and to all orders placed after the date on which they are posted.
16.2 We will not change the terms applicable to a Sale Contract already formed unless required by law or with your consent.
16.3 You should check these Terms and Conditions regularly. Your continued use of the Site after any changes are posted constitutes your acceptance of those changes.
17. Electronic Communications
17.1 When you use the Site or send us emails, you are communicating with us electronically. We may communicate with you by email or by posting notices on the Site.
17.2 For contractual purposes, you consent to receive communications from us electronically and agree that all notices, agreements and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing.
17.3 All notices you are required or wish to give to us must be in writing and sent by registered post or courier to Mila Prints Design SRL, Avenida de los Lagos 3860, Barrancas del lago lote 69, Nordelta, Buenos Aires, Argentina; or by email from the email address registered in your account on the Site to hello@milaprintsdesign.com.
18. General
18.1 If you breach these Terms and Conditions and we do not take action, we will still be entitled to exercise our rights and remedies in any other situation where you breach these Terms and Conditions.
18.2 If any provision of these Terms and Conditions is found to be invalid, unenforceable or illegal, it will be severed and the remaining provisions will continue in full force and effect.
18.3 You acknowledge that damages alone may not be an adequate remedy for breach of these Terms and Conditions. Accordingly, we may be entitled to seek injunctive relief, specific performance or other equitable remedies for any threatened or actual breach.
18.4 These Terms and Conditions, your use of the Site and any Sale Contract are governed by and construed in accordance with the laws of Argentina. You and we submit to the exclusive jurisdiction of the courts of the City of Buenos Aires, Argentina.
19. Definitions
Access Rights — the right to download and use the high-resolution file for each design specified in an accepted order (clause 3.2).
Copyright — all copyright and rights in the nature of copyright subsisting in the Design in any part of the world, which we are entitled to license or assign.
Design — a print, pattern, graphic or other form of design made available for purchase or licence on the Site.
Licensed Product — any product on which the Design has been reproduced pursuant to clause 6.1(b).
Products — any type of product on which a Design may be applied, including fabric, clothing, accessories, stationery, packaging, and other physical or digital goods.
Sale Contract — the contract created between you and us for a Design when we grant you Access Rights.