Terms and Conditions
Last updated: 05 June 2018
1. GENERAL TERMS AND CONDITIONS
1.1 These terms and conditions (the “Terms”) apply to:
1.1.1 Purchases made through the online Shop www.shop.royalacademy.org.uk;
1.1.2 Sales of artworks through www.royalacademy.org.uk/artsales; and
1.1.3 Sales of artworks labelled "Artist Sales" through www.royalacademy.org.uk/artsales
These Terms apply regardless of how you access the Website.
1.2 By placing an order through the Website, you confirm that you have read, understood and agree to these Terms in their entirety. If you do not agree to these Terms in their entirety, you must not order any Goods and Services through the Website.
1.3 You may only use the Website for lawful purposes and you may not use it in a way that infringes the rights of anyone else or that resrticts or inhibits anyone else's enjoyment of the Website.
1.4 You may not, without our prior written consent, copy, reproduce, crawl, frame, republish, download, print, post, distrubute, re-post, broadcast, record, transmit, edit, communicate to the public, link to, deep-link into or distribute in any way the web pages or materials on the Website or the computer codes or elements comprising the Website other than solely for your own personal use. You may not use the content of the Website for any commercial purposes whatsoever.
1.5 All Goods constituting artworks displayed on the Website can be viewed in The Keeper’s House during the Royal Academy’s opening hours and in storage at RAE by special arrangement with RAE’s customer service (firstname.lastname@example.org) at the RAE's main trading address.
1.6 All profits from sales by RAE go to support the Royal Academy of Arts, a registered charity registered in England and Wales (Registered No. 1125383).
2.1 "Data Protection Legislation" means all legislation regulating the processing of personal data as may be applicable from time to time in the United Kingdom, which at the date of these Terms includes the Data Protection Act 2018 and the EU General Data Protection Regulation 2016/679 (GDPR), and any successor legislation.
2.2 "Event Outside Seller's Control" means any act or event beyond the Seller's reasonable control including, without limitation; strikes, lock-outs or other industrial action, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, heavy rainfall, adverse weather, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
2.3 "Goods" and/or "Services" means all items purchased by you.
2.4 “Seller” means RA Enterprises Ltd for the Goods and Services purchased under 1.1.1 and 1.1.2 above and to the Artist for the Goods and Services purchased under 1.1.3 above.
2.6 “RA Enterprises Ltd” is a company registered in England and Wales under company number 1666333 (and VAT number GB100 1935 71) and is a wholly owned subsidiary of The Royal Academy of Arts. RAE’s registered office and main trading address is Burlington House, Piccadilly, London, W1J 0BD, United Kingdom.
2.8 “RA Shops” means the physical shops located at The Royal Academy of Arts, Piccadilly, London, W1J 0BD.
2.9 “The Royal Academy of Arts” means the charity registered in England and Wales no 1125383 and a company limited by guarantee with company number 6298947, whose registered office is at Burlington House, Piccadilly, London, W1J 0BD (“the RA”).
2.10 “Website” means the website www.royalacademy.org.uk , and specifically the subdomain names relating to the purchasing of Goods and Services: www.shop.royalacademy.org.uk, www.royalacademy.org.uk/page/ai-weiwei-limited-editions and www.royalacademy.org.uk/artsales, all operated by RA Enterprises Ltd (RAE).
3.1 The Seller will treat each order for Goods as an offer when you click on the “Place order now” button on the My Orders screen.
3.2 You are responsible for ensuring the accuracy of your order and the Seller shall supply you, subject to availability, with the quantity and specification of Goods set out in your order.
3.3 RAE shall confirm each order by e-mail. The email confirmation will state what Goods are on order, the total cost including VAT (where applicable), post and package charges, together with delivery and invoice details. If for any reason your order cannot be processed, a member of the customer services team will contact you.
3.4 Goods will be delivered to the address you indicate on the My Orders screen. RAE will send you an email confirming dispatch when the Goods have been released for delivery.
3.5 The Goods and Services are offered subject to availability.
4.1 You can pay for your order online using American Express, MasterCard, Visa and their debit card alternatives. RAE also accepts Maestro and Switch, but it is unable to accept non UK Electron.
4.2 RAE does not retain your card details after processing your payment.
4.3 All credit and charge card holders are subject to validation checks and authorisation by the card issuer. If the issuer of your payment card refuses to authorise payment to RAE, your order will not be accepted and RAE will not be liable.
5.1 All prices are in pounds (£) sterling, including UK tax where applicable, and must be paid in full including any delivery charge. The Seller’s delivery charges are as advised during the check-out process, before you confirm your order.
5.2 The price stated by the Seller for any Goods is inclusive of any VAT.
5.3 For Artist Sales, it is the Artist's responsibility to determine whether VAT or other similar sales taxes on the sale to you apply and to collect, report and remit the correct tax, as applicable, to the appropriate tax authority.
5.4 Goods and Services constituting ‘artwork’ shall be covered by the Artist Resale Right (“ARR”) and you agree to pay an amount equal to the resale royalty. All Goods constituting artworks which are subject to the ARR and relevant royalty amounts will be identified on the Website. This amount will be added to your order.
5.5 Prices on the Website may vary from time to time and may differ from those in the RA Shops.
6.1 RAE will aim to deliver your order within 3 - 5 working days from dispatch. In any event please allow up to 21 days for delivery.
6.2 If RAE is unable to deliver, RAE will inform you and give you the option to continue with the purchase, offer a new delivery date or allow you to cancel the order and reimburse you with the full amount paid.
6.3 On occasions Goods may be delivered in instalments. RAE will make every effort to inform you by email if this is the case.
6.4 Following 3 failed attempts to deliver your Goods, they will be returned to the Seller and full refund issued to you.
7. INTERNATIONAL DELIVERY
7.1 Delivery outside the UK may be subject to import duties and taxes which are applied when the delivery reaches its destination. You will be responsible for such charges and for obtaining any necessary import licences. Please contact your local customs office for further information before placing your order.
7.2 Goods may be subject to inspection by customs authorities at your own risk and without liability to RAE.
8. COLLECTION ONLY GOODS
8.1 Goods which are artworks featured in the Keeper’s House exhibition are available for collection only. RAE will contact you to arrange collection at the close of the exhibition, or where possible, before.
9. RISK AND TITLE
9.1 The Goods will be your responsibility and at your risk from the time of dispatch. Ownership of the Goods will pass to you once the Goods are received.
9.2 Responsibility and risk in Goods being returned to RAE passes once the Goods are received by RAE. RAE recommends you using a recorded delivery service.
10. YOUR RIGHT TO CANCEL
10.1 You have a right (under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 to cancel all or part of your order at any time up to 14 calendar days after the day on which you receive the goods or services you ordered.
10.2 You are responsible for the return postage cost to RAE, must return the Goods unused and in original packaging with a completed Cancellation Form to:
RAE Warehouse - Returns
114 Camley Street
10.3 Statutory rights of cancellation under the Regulations do not apply to certain products and services (for example, food, gifts and personalised items) or any products with a hygiene seal where the seal is broken (including earrings suitable for pierced ears).
10.4 You may cancel your order if an Event outside of the Seller’s Control exists for more than 90 days, and receive a full refund.
11. EXERCISING YOUR RIGHT TO CANCEL
11.1 You must notify RAE and, if applicable, complete the Certificate of Authenticity.
11.2 You must return the unwanted Goods, unused and with the original packaging within 14 days of notifying RAE of your decision. RAE will reimburse you the purchase price within 14 days of receipt of the returned Goods, less any delivery costs to:
RAE Warehouse - Returns
114 Camley Street
11.3 In the case of alcohol, collection arrangements must be made promptly at your cost and the Goods sent to:
RAE Warehouse - Returns
114 Camley Street
12. YOUR STATUTORY RIGHTS
12.1 In addition to your right to cancel noted above, the Goods you ordered must be of satisfactory quality, fit for purpose and as described. Within 30 days of the delivery, you may exercise the right to a refund if the product purchased is not of satisfactory quality, fit for purpose or as described. After the 30-day period, but within six months of the date of delivery and where the Good is faulty, you are entitled to a repair or replacement or where that is not possible, or the repair/ replacement does not resolve the fault, a refund. After six months of the date of delivery, similar rights exist, but only if you can prove that the fault was present at the point of delivery.
13. LOST OR DAMAGED GOODS
13.1 In the unlikely event that your Goods arrive faulty or damaged, please contact the RA Online Shop team (email@example.com) to arrange the return of these Goods. Please also state the nature of the defect and let RAE know if you would like a refund, a replacement, or where possible, a repair. Goods that are unique cannot be replaced.
13.2 All faulty or damaged Goods shall be returned in the original packaging with all relevant documentation including the Certificate of Authenticity, if applicable.
13.3 For UK orders, a Freepost address will be provided via email or contacting the eCommerce team on 0800 634 6341. For international orders, the correct return postage must be paid by you initially but will be refunded when the goods are returned.
13.4 RAE recommends that you use a recorded delivery service or obtain a Certificate of Posting, as the parcel remains your responsibility until it reaches RAE. RAE’s returns policy does not affect your statutory rights.
14. EVENTS OUTSIDE SELLER’S CONTROL
14.1 The Seller shall not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations that is caused by an Event Outside Seller’s Control.
14.2 If an Event Outside Seller’s Control takes place that does affect the performance of the Seller’s obligations under these Terms:
14.2.1 RAE will contact you as soon as reasonably possible to notify you; and
14.2.2 The Seller’s obligations under these Terms will be suspended and the time for performance of its obligations will be extended for the duration of the Event Outside Seller’s Control and a new delivery date will be arranged or you may exercise your right to cancel.
15. ARTIST SALES
15.1 The Artist of the Artist Sales work is a Member of the Royal Academy of Arts (as a Royal Academician and/or Honorary Royal Academician) or another artist who created the artwork. The address of the Artist is stated on the Sales Invoice and the Artists can also be contacted via RAE in relation to the Goods.
15.2 RAE helps facilitate transactions that are carried out using the Website, as stated above, but all purchases of Artists Sales work is made between you and the Artist on these Terms. RAE is not a party to this contract and you must look only to the Artist to the performance of the Artist Sale.
15.3 RAE receives a commission from the Artist Sales.
15.4 Copyright in the Goods constituting artwork remains the property of the Artist who created the work.
15.5 You must not use, reproduce, copy or edit artworks which remain in copyright without obtaining a licence to do so from the artist who created the work. Any such use must be in accordance with applicable laws.
16. AGE RESTRICTED PRODUCTS
16.1 The purchase of some Goods is restricted by law:
Alcohol: alcohol and products containing alcohol must only be purchased by persons 18 years of age or over and are only available for delivery within the UK.
Liqueur chocolates: Liqueur chocolates can only be purchased by, and for individuals aged 16 and over.
Christmas crackers: Christmas crackers can only be purchased by, and for, individuals aged 12 and over.
Knives: (including sheath knives, all kitchen/cutlery knives) or bladed articles. Knives and bladed items can only be purchased by, and for, individuals aged 18 and over.
16.2 Delivery must be signed for by a person who is the required age. Couriers may ask for proof of age from the person who receives your order. Acceptable forms of identification include a passport, driver’s licence, national identification card or proof of age card.
16.3 The Seller reserves the right not to deliver your order if RAE or the courier is not satisfied that the person receiving the order is of the correct legal age for the Goods supplied. If this happens, RAE will contact you to verify your age and to re-arrange delivery. You will be responsible for meeting the costs of redelivery. We may also not deliver your order if we have reason to believe that the Goods are intended for use or consumption by someone under the correct legal age, or have any other reason to believe that the Goods will not be used or consumed responsibly.
17. PROMOTION CODES
17.1 Promotional codes can be used at the time of ordering to give you a saving on a new order placed with via the RA Online Shop only www.shop.royalacademy.org.uk.
17.2 Promotion codes are valid only for a limited time period. The expiry date will be specified alongside the relevant promotion code.
17.3 Only one promotion code can be used per order.
17.4 Promotion codes and Friends discount codes are not valid in conjunction with any other promotion. Offer is not valid on sale Goods or other discounted Goods unless expressly specified otherwise. Promotional codes and Friends discount is not valid on limited edition and limited availability products, gift vouchers, custom prints, Epic Posters by Surface View, Friends memberships, alcohol, glassware, stamps, RA Magazines, non-RA publications and RA Editions.
17.5 RAE reserves the right to decline to accept orders where, in its opinion, a promotion code is invalid for the order being placed. RAE reserves the right to change or withdraw a promotional offer at any time.
17.6 For Goods returns with applicable promotions, refunds will be given for the original purchase price once the discount is applied, but minus any shipping costs charged on the original order. RAE cannot refund or exchange Goods that have been personalised or earrings suitable for pierced ears.
17.7 In the event of part of the order being returned and you are not requiring replacement of the returned Goods, the value of the discount applied on that order will be apportioned to the discounted Goods (retained and returned) proportionately. In cases when replacement Goods are not required by you, if your order no longer applies for the discount when the Goods are returned (for example, if a minimum purchase was required for the discount), then you will need to pay the undiscounted value of the Goods retained. This will be done through an adjustment to the credit due to you for the returned Goods. If necessary, RAE reserves the right to charge you any excess due as a result of the return.
18. DATA PROTECTION
18.1 RAE shall comply with all applicable requirements of the Data Protection Legislation in the processing of the Personal Data.
18.3 Any Personal Data you provide relating to your order for the Artist Sales will also be shared with the Artist.
18.4 Your placement of an order is taken as consent to the processing of your data under 18.2 and 18.3.
18.5 RAE will give you the option of receiving further information from it, and from other selected organisations, when you make your purchase.
20. CONTACT AND COMPLAINTS
20.1 If you would like further information regarding the Goods, your order or wish to make a complaint please telephone the RAE Mail Order on 0800 634 6341 or email firstname.lastname@example.org
RAE’s opening hours are Monday to Friday 9am - 6pm GMT.
20.2 For issues regarding the Website please email email@example.com.
21.1 If the Seller fails to comply with these Terms, the Seller is responsible for any foreseeable loss or damage you suffer as a result of the Seller’s breach.
21.2 The Seller has no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity, goodwill, indirect or consequential loss.
15.3 The Seller does not in any way exclude or limit its liability for:
• death or personal injury caused by its negligence;
• fraud or fraudulent misrepresentation;
• any other liability that cannot be limited under applicable law.
21.3 The Seller’s total liability in respect of all losses arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
21.4 Except as expressly stated in these Terms, the Seller does not give any representation, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, the Seller will not be responsible for ensuring that the Goods are suitable for your particular purpose.
21.5 The Seller shall not be liable if for any reason the Website is unavailable in part or whole at any time or for any length of time. Access may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond the Seller’s control.
22.1 The Seller will take every care to ensure the Goods descriptions, price, colour and availability are accurate. There may be some changes which are beyond the Seller’s control and variations that are to be expected in handmade Goods and Goods which are artworks. Actual colours may vary from the colours displayed on your screen due to monitor restrictions. Goods constituting editions of the artworks are individually hand-made works and variation across the editions is characteristic of these artworks. Sizes are given as a guide only.
22.2 Despite the Seller’s best efforts, occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to the Goods’ descriptions, pricing, promotions, offers and availability. The Seller reserves the right to correct any errors, inaccuracies or omissions and to change or update information, refuse to accept orders or cancel orders if any information on the Website is incorrect at any time without prior notice. Where a correct price of the Goods is less than the stated price, RAE will charge the lower amount when sending the Goods to you. If a correct price of the Goods is higher than the price stated on the Website, RAE will normally, at its discretion, either contact you for instructions before delivering the Goods or reject your order and notify you of such rejection. The Seller is under no obligation to provide the Goods to you at an incorrect (lower) price, even after the Seller has sent you notice of dispatch.
23.2 No other person other than you and the Seller shall have any rights to enforce any term or condition of these Terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
23.3 RAE shall comply with the Modern Slavery Act 2015 to ensure that modern slavery does not exist in its supply chains.
23.4 If the Seller does not insist upon strict performance of any of your obligations under these Terms, or if the Seller fails to exercise any of the rights or remedies to which the Seller is entitled, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
23.5 If a court or any other competent authority finds that any provision of these Terms (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other Terms shall not be affected.
23.6 These Terms shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising in relation to the purchase of any Goods and or Services through the Website shall be subject to the exclusive jurisdiction of the courts of England.
24. PRE-PACKAGED FRIENDS MEMBERSHIPS PURCHASED VIA THE RA SHOP (ONLINE AND ONSITE)
24.1 A Pre- Packaged Friends Membership is a membership you purchase by purchasing a physical membership pack via the RA Shop (online and onsite) and then activate later by phone or in person.
24.2 The terms and conditions for Grab and Go memberships include the standard terms and conditions for Friends memberships found below or online at https://www.royalacademy.org.uk/terms-and-conditions#friends-membership, plus the following:
24.3 The membership is valid for a year from the date of activation, and can be activated by the recipient whenever they want within 6 months of purchase.
24.4 To activate the membership the recipient will need to call the RA membership team on 020 7300 8090 within the 6 month period, providing the activation code in the membership pack and giving their relevant personal information so that the RA can process the membership.
24.5 The activation code provided in the membership pack will expire 6 months after the purchase date. Expired codes will not be accepted.
24.6 Your membership will not automatically renew after it expires.
24.7 To renew your membership after the first year you must either renew online at https://www.royalacademy.org.uk/friends-of-the-royal-academy, or over the phone on 020 7300 8090 or at the Friends desk in the entrance halls of the RA.
TERMS AND CONDITIONS OF FRIENDS MEMBERSHIP
These terms and conditions (“the Terms”) apply to your membership of the Royal Academy of Arts (“your “Membership”). Please read these Terms carefully.
For information requests, or in the event of a complaint, please contact us at firstname.lastname@example.org or call us on +44 (0)20 7300 8090.
Prices and information
All prices for Membership are annual payments in £ sterling, including tax where applicable. You can see the benefits provided to Friends here: Friends benefits
Children under 16 can visit the Royal Academy for free.
Young Friends membership is for those aged 16 to 25 years, and admits the named card holder and one adult family guest.
Standard Friends membership is for one adult, and admits the named card holder and one adult family guest.
Joint Friends membership is for two adults living at the same address, and admits the two named card holders and two adult family guests.
Your payment will be treated by the Royal Academy of Arts as a donation.
You are responsible for ensuring the accuracy of the details you provide to us and, subject to receiving your payment, we will supply you with the Membership requested. We will confirm your Membership by email if you have given us your email address, or if not, by post.
We will send your Membership card within 14 days of receipt of your payment, except for direct debit payments, where your membership card will be sent within 14 days from receipt of the original direct debit instruction. Your Membership card will be posted to the address you provide in the delivery instructions for your order.
If you (and your family guest) would like to visit the current exhibition before receipt of your Membership card, please bring your confirmation email to the desk in one of the Royal Academy foyers and you will be given entry. If you have selected to pay by direct debit, please bring the completed direct debit instruction to the desk.
If you have selected Membership as a gift for another individual we will arrange to send the Membership card to the beneficiary, or as indicated in your order, within 14 days.
Delivery of your Membership card usually takes no longer than 28 days by post to a mainland UK address with the exception of Christmas orders, where currently we send the Membership card to the beneficiary in January.
In the event that you elect to pay by direct debit but fail to return the direct debit authorisation, no Membership card will be issued to you. If your direct debit payment is rejected or cancelled, then we will contact you to try to arrange payment, but we reserve the right to cancel your Membership.
You can pay for your Membership online by credit card using American Express, Mastercard or by Visa, or by phone by calling +44(0) 20 7300 8090.
You can also pay for your recurring Membership by direct debit online, by downloading the relevant Membership form and sending it to the Royal Academy, or by phone.
Alternatively, payment can be made in person at the desks in the Royal Academy foyers by direct debit, cheque, cash or credit card.
Your Membership will last for one year, unless otherwise stated, until the end of the expiry month specified on your Membership card. After that you may renew your Membership for subsequent periods of one year and you acknowledge that the price for Membership may increase and the terms change.
Friends gain entry to the Royal Academy of Arts during opening hours by showing their Membership card. Additional identification for admittance ay be required on occasion.
Your Membership is non-transferable so that only you will be able to use it. In the event of card misuse, the Royal Academy reserves the right to withdraw your Membership (with payment for Membership being forfeited) and restrict you from becoming a member of the Royal Academy in the future.
You acknowledge and accept that, on occasion, the published dates of Friends previews may be changed or, where exhibitions are exceptionally busy, we may require you to make a timed booking to see an exhibition. In addition, there may be some days on which the Royal Academy is closed to the public, for example for the installation of a new exhibition. You will be notified by email if we hold your email address and in the RA magazine if this were to occur, but please also check the RA website for up to date details of opening times and bookings required.
Redeeming the cost of an exhibition against a Friends membership
If you have bought a ticket to one of our exhibitions and then decide to buy a Friends’ membership on the same day, you may be able to redeem the cost of your exhibition tickets from the price of Friends of the RA membership. Only exhibition tickets purchased on the day may be redeemed and these are limited to two tickets for a single Friends membership (standard, RA250 and RA250 Supporter) and young membership, and four tickets for joint memberships. Please bring your exhibition tickets to the ticket desk and we will redeem them against your Friends membership purchase. Dual exhibition tickets that are valid for entry to more than one exhibition will be counted as two tickets.
RA Shop Discount
Friends of the Royal Academy receive a 10% discount on RA Shop products. The Friends discount is not valid on sale products, limited edition and limited availability products, gift vouchers, custom prints, Epic Posters by Surface View, Friends memberships, alcohol, glassware, stamps, RA Magazines, non-RA publications and RA Editions. Cannot be used in conjunction with other offers.
While the Royal Academy endeavours to ensure that its website is available 24 hours a day, neither the Friends of the Royal Academy or the Royal Academy itself will be liable if for any reason the website is unavailable in part or whole at any time or for any period. Access to the RA website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond the Royal Academy’s control.
When you pay for your Membership either online, by phone, by post or in person, we will confirm your Membership straight away and you can start receiving the Membership benefits straight away.
Your membership is treated as a donation to the Royal Academy of Arts and as such is non-refundable.
We reserve the right to amend or revise these Terms at any time without notice. Any changes to the Terms apply to your Membership with immediate effect from the date of publication on the RA website.
How we will contact you
If possible, we would like to be able to contact you by email because we feel it is the most efficient and productive way to communicate with you about the wide range of programmes and offers from across the RA.
We will contact you by email if you have given us your email address and we are emailing you in connection with your Membership.
We may in addition contact you for marketing purposes by email if you have given us your consent to do so. This may include requests for your support through a variety of different fundraising initiatives such as requesting donations, inviting you to attend special events, or encouraging you to purchase tickets or products.
If you have provided us with your postal address or telephone number we may send you direct mail or telephone you about our work and our fundraising campaigns, unless you have told us that you would prefer not to receive such information. We will carry out a legitimate interest assessment to ensure that we are satisfied that you would reasonably expect such communications from us and would not consider it to be intrusive. For example, we may want to post you an invitation to an event we think you may be interested in.
Before telephoning you (unless it is in connection with the service we are delivering to you) we will check with the Telephone Preference Service.
Events outside the control of the Royal Academy
If an event occurs which is outside the reasonable control of the Royal Academy, for example strikes, failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, we will not be liable to you as a result of any delay or failure to perform our obligations under these Terms.