(as at November 2008)

1.1. Ninja Zoo Limited ("Ninja Zoo") provides its website and services ("Website") which include the running of an online shop containing products ("Products") featuring photos, graphics, data, designs or text ("Artwork") supplied to Ninja Zoo by you (the "User") in accordance with the following Terms and Conditions ("Terms").

1.2. The Terms may be updated by Ninja Zoo from time to time without notice and in its absolute discretion. By continuing to use the Website the User is indicating agreement to the Terms and any updates to them.

1.3. The User's purchase order, the delivery prices and these Terms constitute the whole agreement between Ninja Zoo and the User. Ninja Zoo shall only enter into contracts with Users for Products in accordance with these Terms unless expressly agreed in writing by Ninja Zoo with reference to this clause.

1.4. Each purchase order constitutes an offer by the User. Ninja Zoo's confirmation of the offer constitutes Ninja Zoo's acceptance of the offer incorporating these Terms.

2.1. The User will not infringe any copyright, design rights or other intellectual property rights owned by Ninja Zoo.

2.3. Other than in respect of the User's Artwork, the User will not use publish, reproduce, copy, in whole or in part, nor post, email, sell, or otherwise distribute any content of the Website (including without limitation all photos, graphics, data, designs, text, code, software or other material contained or distributed on or through the Website by Ninja Zoo, its advertisers or any other third parties), without the prior written consent of Ninja Zoo.

2.2. The User will not infringe or cause (either purposively or accidentally) Ninja Zoo to infringe any copyright, design rights or other intellectual property rights owned by any third party.

2.4. The User will not modify, rent, lease, loan, sell, distribute or create derivative works based on the Website or the code and software used in connection with the Website, in whole or in part.

3.1. The User represents and warrants to Ninja Zoo that all Artwork that the User provides to Ninja Zoo:

(a) is or has been created by the User; and/or

(b) the User is the owner of all intellectual property in the Artwork; and/or

(c) the User has obtained all relevant consents or waivers by the owner(s) of the intellectual property in the Artwork for the User to use the Artwork on Products.

3.2. If any third parties assert any claim due to infringement of their rights resulting from the use of Artwork from a User, Ninja Zoo reserves the right to withhold commission payments up to the final clarification of the legal dispute or claim.

3.3. All Artwork supplied by the User is the sole responsibility of the User, and the User is the sole recourse for any loss or damage that Ninja Zoo or any third party may suffer as a result of User's Artwork.

3.4. When the User submits Artwork to Ninja Zoo, the User hereby grants Ninja Zoo a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, distribute, prepare derivative works of, publicly display and distribute the User Artwork solely in connection with the Website, including without limitation for promoting and redistributing part or all of the Website (and derivative works thereof) in any media. The User may withdraw this licence at any time on written notice to Ninja Zoo.

3.5. Ninja Zoo reserves the right to remove any Artwork and terminate the account of the User who supplied the Artwork if Ninja Zoo considers in its absolute discretion that the Artwork may:

(a) infringe the intellectual property rights, or any other rights of any third party; or

(b) cause or be capable of causing offence or injury to any third party or be considered racist, defamatory or obscene; or

(c) infringe or be in risk of infringing any applicable laws of any jurisdiction worldwide.

For the avoidance of doubt, Ninja Zoo will not be obliged to monitor Artwork or inform the User or any third party of any Artwork that does or could infringe any applicable laws of any jurisdiction including without limitation libel or intellectual property laws.

4.1. The User may set a commission at a level in its absolute discretion for purchase by third parties of any Products which the User offers for sale using the Website. The User is also able to set a commission for each Artwork uploaded to the Website for use on Products designed by third parties. Commission will be paid on Artwork when a product designed by a third party, using Artwork which the User has set a commission on, is sold.

4.2. The amount of the commission on a piece of Artwork can be set by the User at the time of upload of the Artwork or in the Artwork administration interface at any time afterwards.

4.3. The amount of the commission on a Product can be set by the User at the time of creation of the Product or in the Product administration interface at any time afterwards.

4.4. The Artwork commission received from the sale of a Product will be the commission set at the time of creation of the Product and will not change when the commission on the Artwork changes. Only new Products will be affected by changes to the Artwork commission.

4.5. The price of a Product is:

(a) the price of the blank Product; plus

(b) the price of the prints on the Product; plus

(c) any Artwork commission; plus

(d) the Product commission.

4.6. Ninja Zoo reserves the right to change at any time the prices described under sub-clause 4.5. Such changes in price will be effective for any purchase orders submitted the day after such changes are uploaded onto the Website.

4.7. Payment of commissions to the User for Artworks and Products will be made at the minimum quarterly and within 45 days of a calendar quarter. The minimum amount payable by Ninja Zoo for commissions is £1.00 GBP. Payments to the User will be made via Paypal in GBP. The User is responsible for providing correct payment details and no payments will be made until the User has provided such details.

Ninja Zoo warrants that upon delivery the Products will be of satisfactory quality, fit for the purpose and will match their description.

6.1. The User indemnifies Ninja Zoo for all legal costs as well as costs, damages and compensation payments made in settlement which may be awarded or agreed by Ninja Zoo resulting from infringement of the rights of third parties and/or any other law of any jurisdiction worldwide.

6.2. Any defective products must be returned to Ninja Zoo for replacement within 28 days of delivery of the Product to the User. Defective products mean Products with defects including not matching the description in the order, not being fit for their purpose or having been badly decorated by Ninja Zoo or any supplier of Ninja Zoo. Ninja Zoo will not cover the costs of return postage.

6.3. Ninja Zoo's total liability arising in connection with any contract incorporating these Terms shall be limited to, at Ninja Zoo's option:

(a) the replacement or repair of the Products (or the defective part) provided that, if Ninja Zoo so requests, the User shall, at its own expense, return the defective Products to Ninja Zoo; or

(b) the reimbursement of the price of such Products.

6.4. Ninja Zoo shall not be liable to the User for any indirect or consequential loss or damage, loss of profit or opportunity, costs, expenses or other claims for consequential compensation whatsoever which arise out of or in connection with any contract incorporating these Terms.

7.1. Products will be shipped within 10 days from the confirmation of payment at the latest. Normally, goods are shipped within less time.

7.2. All risk in the Products passes on delivery.

7.3. Time is not of the essence for delivery

8.1. Ninja Zoo may terminate any contract incorporating these Terms on notice with immediate effect.

8.2. The User may terminate any contract incorporating these Terms on not less than ten days notice, unless otherwise agreed in writing with Ninja Zoo.

8.3. Ninja Zoo reserves the right to delete or terminate the User's password, account (or any part thereof) or use of the Website, and remove any Artwork or Products the User may have contributed to the Website, at any time and in its absolute discretion.

All prices are stored in Pounds Sterling. It is possible to view some prices in currencies except Pounds Sterling. In these cases the prices are calculated at the time of viewing and are based on the Euro exchange rate from the European Central Bank. The exchange rate is updated daily.

Ninja Zoo reserves the right modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice. Ninja Zoo shall not be liable to the User or to any third party for any modification, suspension or discontinuance of the Website.

11.1. If one or more provisions or part of any provisions of these Terms should be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected.

11.2. Only Ninja Zoo may assign all any part of any contract incorporating these Terms to any third party.

11.3. In the event of any circumstances beyond the reasonable control of the Ninja Zoo including, without limitation, acts of God, governmental actions, war or national emergency, natural disaster, fire, explosion, flood, epidemic, power failure, lock-outs, strikes or labour disputes (the "Cause"), ninja Zoo's obligations will be suspended for as long as the Cause renders performance of the contract impossible.

12.1. These Terms and any contract incorporating these Terms shall be governed by and construed in accordance with the law of England and Wales. The terms of the UN Convention on Contracts for the International Sale of Goods is expressly excluded in any contract incorporating these Terms.

12.2. The parties hereto submit to the non exclusive jurisdiction of the Courts of England and Wales as regards any claim, dispute or matter arising out of or relating to this Agreement and its implementation or effect.