Babooche Calligraphy Ltd 29th April 2020
Bespoke Print and Stationery Goods
TERMS AND CONDITIONS
Babooche Calligraphy Ltd (a company registered in England and Wales under company number 10773488 whose registered office address is 52 Aerodrome Road, Flat 49 Eldon House, London, NW9 5ZP, United Kingdom, business address at 16-16a Baldwins Gardens, Unit LG08 The Record Hall, London, EC1N 7RJ, United Kingdom)
The customer purchasing Goods and/or Specified Goods from us (and where there is more than one person, they shall be jointly and severally liable).
Please read these terms and conditions carefully before placing an order. By purchasing goods from this company, you agree to be bound by these terms and conditions. If you are not willing to be bound by these terms and conditions, please do not purchase services from this company.
In this agreement:
“Consumer” Means any individual who, in connection with this agreement, is acting for a purpose which is outside their business.
“Extra Work” Means all of the work we do and materials we buy to prepare or produce Specified Goods. This will usually mean creating bespoke designed stationery, papers, documents or cards.
“Goods” Means any of the Goods we offer for sale on Our Website, or, if the context requires, Goods we sell to you. It includes Specified Goods.
“Intellectual Property” Means Intellectual Property of every sort, whether or not registered or registrable in any country, including Intellectual Property of kinds coming into existence after today; and including; among others, designs, copyrights, software, discoveries, know-how, together with all rights which are derived from those rights.
“Specified Goods” Means Goods which have been subject to Extra Work to your specific order.
“Our Website” Means any website of ours and includes all web pages controlled by us.
“Confirmation Order” Means the email or document we sent to you to confirm your order.
These Terms and Conditions apply to all supplies of Goods by us to you.
- Our Contract With You
- Each party acknowledges that, in entering into this agreement, it does not rely on any representation, warranty, information or document or other term not forming part of this agreement.
- You shall not have any claim for innocent or negligent misrepresentation against us based on any statement in this Contract.
- We reserve the right, at our discretion, to modify, add, or remove any or all of these terms and conditions at any time and each such change shall be effective immediately upon posting. Please check these terms and conditions periodically for changes. If the revised terms apply to any existing provision of goods, we will notify you of the changes.
- Extra Work
- Our contract to supply Specified Goods is a contract for both the supply of Goods and the Extra Work you have asked us to do.
- Extra Work is the bespoke design of your Goods to fit with your occasion or purpose specifications, design instructions or themes (“your Brief”).
- The Extra Work shall be limited to the preparation of an initial design based on your Brief to us, and two rounds of amendments or revisions.
- Wholescale redesign or significant changes to your Brief shall not be included as amendments or revisions and in that situation the contract will be terminated, and the Deposit forfeited. A new Quotation will then be provided by us, based on the new design instructions.
- PLEASE NOTE: Your final Brief will be sent to you for approval and sign off, and this will then allow the Specified Goods to be manufactured. Once your Brief is signed off by you, no responsibility will be accepted by us for spelling errors, incorrect names, dates, or any other information set out in the Brief. Any changes to the Brief thereafter will incur additional charges.
- Throughout the design process and production of your order you will be set up on our customer management system with Trello. Trello is an App based organisational application. We will send PDF proofs within Trello, which you will be able to view on a computer, smart phone or tablet. On placing an order you will receive further instructions on how to use this system. It will be your responsibility to check your proofs for wording, layout and spelling. If there are any mistakes you must make us aware immediately. We will not be held responsible for any spelling mistakes.
- Approval of proofs will be required through Trello in order for any production of stationery to commence. When you sign off the final proof you are accepting responsibility for all the information, wording and layout as shown. If any errors are discovered after you have approved the final proof you will be charged for the time to rework the design and for any materials and printing charges.
- If further proofs are required this may affect the completion time of your order. Furthermore, if there is a delay in receiving approvals of proofs this may also affect the completion time of your order.
- For all bespoke orders we will provide sketches and two proofs within the cost of your order. This includes a final proof before printing or calligraphy writing. Any further proofs required after this will incur a charge calculated at my hourly rate of £75 per hour. Due to variations in computer monitors, we cannot guarantee the complete accuracy of colours seen on-screen on our website or any digital proof created for the customer.
- Provision of Goods
- We will supply the goods to you from the date set out in the Confirmation Order for the period set out in the Confirmation Order.
- We will make every effort to provide the goods on time. However, there may be delays due to an Event Outside Our Control. See clause 16 below for our responsibilities when an Event Outside Our Control happens.
- We will need certain information from you that is necessary for us to provide the services, for example, all details needed to include in your wedding stationery (date, time, location, venue details). We will contact you in writing about this. If you do not, after being asked by us, provide us with this information, or you provide us with incomplete or incorrect information, we may suspend the production of goods by giving you written notice. We will not be liable for any delay or non-performance where you have not provided this information to us after we have asked. If we suspend the production of goods under this clause 6.3, this does not affect your obligations to pay any invoices we have already sent you.
- We may have to suspend production of goods if we have to deal with technical problems, or to make improvements agreed between you and us in writing to the production of goods. We will contact you to let you know in advance where this occurs, unless the problem is urgent or an emergency. This does not affect your obligation to pay for any invoices we have already sent you.
- If you do not pay us for the goods when you are supposed to, we may suspend production of all goods with immediate effect until you have paid us the outstanding amounts (except where you are validly disputing an invoice). We will contact you to tell you this. This does not affect our right to charge you interest.
- Intellectual Property
- The Intellectual Property is all work we do in the process leading to completion of the Specified Goods and in the completed Specified Goods, belongs to us. You cannot copy, reprint or use the designs for any other purpose or goods, save as set out below.
- If you change or create derivative versions of the Specified Goods, the Intellectual Property in those changed or derived versions also belongs to us.
- We now grant an exclusive licence to you, to use the Intellectual Property, by the use of the Specified Goods only, for a period of 99 years. You may not assign this licence in any circumstances.
- Prices for Goods and Specified Goods are available on enquiry, either through Our Website or by telephone or email. We are not registered for VAT. The Price for the Goods and Specified Goods is set out on our Quotation.
- We require you to pay 50% of the Price of your order on acceptance of our Quotation. The balance payment is required to be paid by you, including, where applicable, any delivery costs, before we will send any part of the order, save that we will supply digital proofs for revisions, amendments and final approval as set out in paragraph 3 to allow the Extra Work to be signed off by you.
- Payment for Goods is to be made by BACS payment or PayPal.
- The Price of the Goods does not include the delivery charge which will be charged at the rates applicable at the date you place your order which will be set out in writing to you, before we ask you to pay.
- If we owe you money (for any reason), we will credit your nominated bank account as soon as reasonably practicable but, in any event, no later than 14 days from the date when we accept that repayment is due.
- Cancellation and Refunds
- You are purchasing Specific Goods, and there is no right to cancel a contract to supply Specific Goods and no refunds are available. If you do not wish to progress with the order, and ask to cancel or terminate the agreement, unless we have agreed otherwise in writing, you will be liable to pay the full Price for the Specific Goods or Goods.
- Liability for Subsequent Defects
- Please examine the Goods received from us immediately you receive them. If you do not tell us of any defect or problem within 7 days of receipt of the Goods, we shall assume that you have accepted them.
- If the Goods do not meet our Brief as detailed in the Quotation, you may reject them and return them to us. The Goods must be returned to us as soon as any defect is discovered but not later than 1 month from receipt to you.
- We will return your money subject to the following conditions:
- We receive the Goods with labels and packaging intact.
- You tell us who you are, where you are and set out the fault complained of in writing. We cannot return your money unless we know who sent the Goods back.
- If any defect is found, then we shall:
- repair or replace the Goods, or
- refund the full cost you have paid including the cost of returning the Goods.
- Our Goods are hand-made and are therefore unique products. Part of the character and nature of such Goods is that they are subject to colour and shade variations. Therefore, defect shall not include:
- Colour variations.
- Natural variations.
- Errors not identified by you, or any changes requested, at the time or after the Brief has been approved – (see Clause 3.5 above).
- Goods are delivered by next day registered or courier and tracked delivery, and should arrive at the very latest 14 days from the day we tell you that the order is complete and ready for delivery.
- Delivery of Goods will be made by the Carrier to the address stipulated in your order. You must ensure that someone is present to accept delivery.
- If we are not able to deliver your Goods within 14 days of the date of your order, you shall be notified by email or text to arrange another date for delivery.
- We may deliver the Goods in instalments if they are not all available at the same time for delivery.
- Goods are sent at our own risk until signed for by you or by any other person at the address you have given to us.
- All Goods must be signed for on delivery by an adult aged 18 years or over. If no one of that age is at the address when the delivery is attempted, the Goods may be retained by the Carrier.
- When your Goods arrive, it is important that you check immediately the condition and quantity. If your Goods have been damaged in transit, you must refuse the delivery and immediately contact us so that we may dispatch a replacement quickly and minimise your inconvenience.
- Signing “Unchecked”, “Not checked” or similar is not acceptable.
- Time for delivery specified on the order, if any, is an estimate only and time shall not be of the essence. If we agree with you to deliver on a particular day or at a particular time, we will do our best to comply. But no time given is to be treated as contractual. We are not liable to you for any expense or inconvenience you incur on account of delayed delivery or non-delivery.
- Some Goods are so large and heavy that delivery times may be slightly longer. In this case, approximate delivery dates will be given when you place your order.
- If you pick up Goods from us in person, then:
- Goods are at your own risk from the moment they are picked up by you or your Carrier;
- you agree that you are responsible for everything that happens after you take possession of the Goods, both on and off our premises, including damage to property of any sort, belonging to any person.
- Goods Returned
These provisions apply if you buy from us other than being a Consumer. The following rules apply to the return of faulty Goods only:
- We do not accept returns unless there was a defect in the Goods at the time of purchase, or we have agreed in correspondence that you may return them.
- So far as possible, Goods should be returned:
- with both Goods and all packaging as far as possible in their original condition;
- securely wrapped;
- including our delivery slip;
- at your risk and cost.
- In returning faulty Goods please enclose with it a note clearly stating the fault and when it arises or arose.
- If we agree that the Goods are faulty, we will:
- refund the cost of the return carriage;
- repair or replace the Goods as we choose.
- If we repair or replace the Goods, you have no additional claim against us either under this agreement or by statute or common law, in respect of the defect.
- Overseas Orders
- We may accept orders from individuals located outside the United Kingdom and ship overseas subject to you paying any additional shipping or postage costs.
- We will inform you of any additional shipping or postage costs as soon as possible after you have placed the order. If you do not wish to pay these costs you may cancel your order. If you wish to continue with the order you must confirm to us that you will pay these additional costs within 7 days of us telling you what they will be. If we do not receive this confirmation from you within this time period, we will treat you as having cancelled your order.
- Please note that when shipping products internationally, you should be aware that cross-border shipments are subject to opening and inspection by customs authorities.
- If we agree to supply any goods for delivery outside the United Kingdom, they may be subject to import duties and/or additional taxes or expenses incurred due to complying with foreign regulatory requirements or laws. You will be responsible for payment of any such duties and/or taxes in addition to our price including the cost of delivery (in the case of goods). Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office or taxation authority for further information before placing your order.
- You agree that in any circumstances when we may become liable to you, in contract, tort, product liability or any other legal basis, the limit of our liability is £1,000,000.
- We shall not be liable to you for any loss or expense which is:
- indirect or consequential loss; or
- economic loss or any other loss of turnover, profits, business or goodwill, even if such loss was reasonably foreseeable or we knew you might incur it.
- Nothing in this clause shall limit our liability for death or serious injury.
- Circumstances Beyond Our Control
- If there is a failure to perform, or delay in performance of any of our obligations under these Terms due to Circumstances Beyond Our Control, we will not be liable for such failure.
- Circumstances Beyond Our Control include any act or event beyond our reasonable control, including without limitation lock-outs, strikes, or other industrial action by third parties, riots, civil commotion, terrorist attack or threat of terrorist attach, invasion, war (whether declared or not) or threat or preparation for war, explosion, fire, flood, storm, subsidence, epidemic, pandemic, earthquake, or other natural disaster, or failure or private or public telecommunications networks.
- If any Circumstances Beyond Our Control affects the performance of our obligations under these terms:
- You will be notified as soon as reasonably possible; and
- The time for performance of our obligations will be extended and our obligations under these Terms will be suspended for the duration of the Circumstances Beyond Our Control.
- If Circumstances Beyond Our Control occur and continue for more than 30 days and you do not wish us to provide the goods, you may cancel the contract. We may cancel the contract if the Circumstances Beyond Our Control continues for more than 30 days.
- Any notice to us should be in writing and send to use by e-mail to firstname.lastname@example.org
- Any notice to you will be in writing by e-mail to the address you provided us with on the Confirmation Order.
- Miscellaneous Matters
- This contract is only between you and us. This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act.
- Each paragraph of these Terms are separate and distinct from another. If any court or relevant authority determines any clauses of these Terms is unlawful, then such determination will not affect other clauses and all other remaining clauses will remain in effect and full force.
- Our failure to insist that you perform any of your obligations under these Terms, or to enforce our rights against you, or delay in doing so, does not mean that our rights against you have been waived and does not mean that you need not comply with those obligations. Any waiver by us of your default will only be in writing, and it does not mean that we will waive any of your future defaults.
- You grant to us consent to use any work including photographs created as part of the Assignment to show off our Goods and services and designs, together with the right to display images as part of our portfolio and to write about the Assignment on websites, and in our marketing materials. If you do not wish to grant this consent, you must confirm this in writing or by email within 7 days of entering into this agreement.
- We shall not be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond our reasonable control, including any labour dispute between a party and its employees.
- This agreement shall be governed by the laws of England and Wales. English courts will have jurisdiction on any dispute that may arise out of this Terms or contract between you and us.
- Contact Us
- For any questions or queries you can contact us at 02036337616 or e-mail us at email@example.com.