Framme Shop terms

1.1 These Framme Shop Terms (the "Terms") govern the creation and use of free accounts on framme.com and the Framme Shop platform (the "Service") and the purchase of physical products, merchandise and gift items ("Products") through the Service, in each case without a Framme Shop subscription. The Service and the Products are provided by Framme Group Oy Ab, business ID 2382074-9, Pieni Roobertinkatu 9, 00130 Helsinki, Finland ("Framme").

1.2 The Service and the Products are offered to businesses and other organisations only. By accepting these Terms or placing an order, you confirm that you act on behalf of a company or other organisation and for purposes relating to its trade, business or profession, and that you are authorised to bind that organisation (the "Customer"). The Service is not offered to consumers, and consumer protection legislation does not apply to purchases made under these Terms.

1.3 You accept these Terms by expressly accepting them when creating an account or placing an order, and in any event by using the Service. The version of these Terms accepted at the time an order is placed applies to that order. If you do not accept these Terms, do not use the Service.

1.4 Customers with a Framme Shop subscription (Professional or Enterprise Plan) are governed by the Framme Shop Service Agreement and its attachments, not by these Terms.

2.1 Use of the Service requires an account. The Customer is responsible for the accuracy of the information provided at registration and for keeping account credentials confidential. Actions taken through the account are attributed to the Customer.

2.2 The Customer shall use the Service only for lawful purposes and in accordance with these Terms, and shall not misuse, disrupt, reverse engineer or attempt to gain unauthorised access to the Service.

2.3 Framme may suspend or close an account with immediate effect where the account is used in breach of these Terms or applicable law, where the account information is materially inaccurate, or where suspension is necessary for security reasons. Confirmed orders that have been paid are handled in accordance with these Terms notwithstanding account closure. Either party may otherwise close the account at any time; closure does not affect orders already placed.

3.1 Products are ordered through the checkout in the Service. Prices presented in the Service are indicative and may be updated by Framme at any time without prior notice, reflecting among other things changes in supplier and manufacturer prices, raw material costs and currency exchange rates. Prices are stated exclusive of value added tax unless otherwise indicated; VAT is applied at checkout in accordance with applicable law.

3.2 An order becomes binding on both parties when Framme confirms it by an order confirmation sent to the Customer (a "Confirmed Order"). The prices of the Products, branding services and delivery stated in the order confirmation are fixed for that Confirmed Order. Framme may decline an order for a justified reason, including unavailability of a Product or restrictions applicable to the delivery destination.

3.3 Customs duties, import taxes and other import charges for deliveries outside the European Union are not included in the checkout price and are charged from the Customer at actual cost in accordance with Section 6.

3.4 Payment is made at checkout by payment card or other payment methods offered in the Service, processed by Framme’s payment service provider. Framme does not store full payment card details. Title to the Products passes to the Customer upon delivery.

4.1 The Customer is solely responsible for all logos, trademarks, artwork, designs, texts and other materials that it uploads to the Service for reproduction on the Products ("Customer Materials"). The Customer represents and warrants that it owns, or holds all necessary rights and permissions to, the Customer Materials, and that their use for the production of the Products does not infringe the intellectual property or other rights of any third party.

4.2 The Customer shall defend, indemnify and hold Framme harmless from and against any claims, damages, liabilities and reasonable costs arising out of the Customer Materials or their use in accordance with a Confirmed Order.

4.3 The Customer approves the appearance of each Product — including the placement, size, colours and content of the Customer Materials — by approving the mockup or proof in the Service (canvas tool) before or at checkout. Upon approval, responsibility for errors visible in the approved mockup, including spelling, layout and design errors, rests with the Customer. Framme is responsible for producing the Products materially in accordance with the approved mockup.

4.4 Customer Materials remain the property of the Customer. The Customer grants Framme a nonexclusive right to use the Customer Materials to the extent necessary to produce and deliver the Products. The Service, its content and all related intellectual property remain the property of Framme and its licensors.

5.1 The Customer may request a physical sample of a Product before placing an order. Samples and their delivery costs are charged in accordance with the prices stated in the Service.

5.2 Production and delivery times communicated by Framme are estimates only and are not binding, as production and branding are carried out by Framme’s suppliers and branding partners. Framme shall inform the Customer without undue delay of any material delay that it becomes aware of.

5.3 Deviations customary in the industry — including minor deviations in colour, material and finish between the mockup, the sample and the delivered Products, and a quantity deviation of up to five (5) per cent in custom-produced runs — do not constitute a defect. Any excess or shortfall in quantity is charged or credited accordingly.

6.1 Framme arranges or procures the transport of the Products to the destination designated by the Customer, using logistics providers selected by Framme, its production partners or its suppliers. Unless otherwise stated in the order confirmation, deliveries are made CPT (Carriage Paid To) the designated destination, Incoterms 2020. Framme may designate a different delivery term for a specific destination where local law, tax regulations or carrier requirements so require.

6.2 Delivery charges are stated at checkout and included in the Confirmed Order. Framme handles export and import formalities on the Customer’s behalf to the extent reasonably possible under the carrier’s and the destination country’s procedures; customs duties, import taxes and other import charges for deliveries outside the European Union are charged from the Customer at actual cost.

6.3 In accordance with the CPT (Carriage Paid To) delivery term, the risk of loss of or damage to the Products passes to the Customer when the Products are handed over to the first carrier. This allocation of risk applies also where a different delivery term is designated under Section 6.1, unless otherwise expressly agreed. As the Customer is not the contracting party of the carrier, Framme shall manage — or, where the carriage has been contracted by Framme’s production partner or supplier, procure that such partner manages — claims against the carrier for loss of or damage to the Products in transit, and shall remit to the Customer any compensation received from the carrier in respect of such claims. Framme assumes no liability for transit loss or damage beyond such remittance.

6.4 Shipments are not insured by Framme unless transport insurance is offered and selected at checkout, in which case the insurance is charged as stated in the Service.

6.5 Delivery to all countries and regions cannot be guaranteed, as carriers suspend or restrict their services to destinations affected by armed conflict, sanctions, export or import restrictions or other exceptional circumstances, and such restrictions change over time. Where a carrier restriction or other circumstance, in Framme’s reasonable assessment, prevents or endangers a delivery or would expose Framme or its partners to liability, Framme may decline, suspend or reroute the affected delivery without liability.

6.6 If a delivery fails, is delayed or is returned for reasons not attributable to Framme — including incorrect or incomplete address details, the recipient’s refusal to accept the delivery, or the recipient’s failure to respond to the carrier or customs authorities — Framme shall notify the Customer and request the Customer’s instructions on how to proceed (for example re-delivery, return or disposal), and shall follow the Customer’s reasonable instructions where feasible under the carrier’s and destination country’s procedures. All additional costs arising from such delivery exceptions and from carrying out the Customer’s instructions are borne by the Customer and charged at actual cost. If the Customer does not provide instructions within a reasonable time set out in Framme’s notification, Framme may return the Products to the Customer’s billing address or, where return is not reasonably possible, dispose of them, at the Customer’s cost.

6.7 The Customer represents and warrants that neither the Customer nor any recipient designated by the Customer is (i) a person subject to sanctions administered or enforced by the United Nations, the European Union, the United Kingdom or the United States, or (ii) located in a country or territory subject to comprehensive sanctions. The Customer shall not order Products for delivery to such persons or destinations, and shall defend, indemnify and hold Framme harmless from any claims, penalties, damages and costs arising from a breach of this Section. Framme may cancel any Confirmed Order without liability where the delivery would, in Framme’s reasonable assessment, violate applicable sanctions or export control laws.

6.8 Certain Products are subject to transport restrictions under dangerous goods regulations or carrier policies, including Products containing lithium batteries (such as power banks and electronic devices), liquids, aerosols and magnets. For such Products, the available mode of transport, the delivery time and the delivery cost may differ materially from standard deliveries, and delivery to certain destinations may be restricted or unavailable. Framme shall inform the Customer without undue delay once such a restriction becomes known. Where a restriction prevents or materially delays a delivery, Framme may propose an alternative Product, delivery method or destination, or cancel the affected part of the Confirmed Order against a refund of the price paid for that part, notwithstanding Section 8.1. Any additional charges arising from dangerous goods handling, documentation or alternative routing are borne by the Customer and charged at actual cost.

7.1 The Customer shall inspect the Products without undue delay upon delivery. Claims concerning defective, damaged or incorrect Products must be submitted to Framme in writing within fourteen (14) days of delivery, accompanied by reasonable documentation (such as photographs).

7.2 As the Customer’s sole and exclusive remedy for defective Products, Framme shall replace or reproduce the defective Products free of charge within a reasonable time. If replacement is not reasonably possible, Framme shall instead refund the price paid for the defective Products.

7.3 Framme is not liable for defects or deficiencies resulting from the Customer Materials, an approved mockup, instructions given by the Customer, normal wear and tear, or deviations permitted under Section 5.3, nor for loss of or damage to the Products occurring in transit after the risk has passed to the Customer, which is handled as a carrier claim in accordance with Section 6.3.

8.1 The Customer may cancel a Confirmed Order by written notice to Framme until the processing, production or shipment of the order has commenced by Framme or its supplier, in which case Framme refunds the price paid, less any design work performed and costs already incurred for the order. Framme shall, upon request, confirm whether an order can still be cancelled. Once processing, production or shipment has commenced, Confirmed Orders may not be cancelled and Products may not be returned, except as set out in Section 7. Branded, personalised and custom-produced Products are in all cases non-returnable.

9.1 Framme processes personal data relating to the Customer’s representatives and designated delivery recipients as data controller, for the purposes of providing the Service, producing and delivering the Products and administering the customer relationship, as described in Framme’s Privacy Policy available at framme.com. Where the Customer provides personal data of delivery recipients, the Customer is responsible for having a lawful basis to disclose such data to Framme for delivery purposes.

10.1 Neither party is liable for indirect or consequential damages, including loss of profit, revenue, goodwill or data. Framme’s aggregate liability arising out of or relating to the Service, a Confirmed Order or these Terms shall not exceed the price paid by the Customer for the Confirmed Order giving rise to the liability or, where the liability does not relate to a Confirmed Order, one hundred (100) euros. These limitations do not apply to damages caused by intentional misconduct or gross negligence, or to the Customer’s payment obligations or indemnification obligations under Sections 4.2 and 6.7.

10.2 The Service is provided on an “as is” basis for the purpose of configuring and ordering Products. Framme does not warrant uninterrupted or error-free availability of the Service.

10.3 Neither party is liable for a failure to perform caused by circumstances beyond its reasonable control, including natural disasters, war, labour disputes, epidemics, general disruptions of transport, energy or communications, or acts of authorities (force majeure). Framme’s suppliers’ and carriers’ corresponding impediments are considered force majeure for Framme.

11.1 Framme may update these Terms from time to time by publishing the updated version at framme.com. The version in force at the time an order is placed applies to that order. Continued use of the Service after an update constitutes acceptance of the updated Terms.

12.1 These Terms and all purchases under them are governed by the laws of Finland, excluding its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). Disputes that cannot be resolved amicably are settled by the Helsinki District Court as the court of first instance.

13.1 Framme Group Oy Ab, business ID 2382074-9, Pieni Roobertinkatu 9, 00130 Helsinki, Finland. Support: support@framme.com. Privacy: privacy@framme.com.