Terms & Conditions

1
Interpretation
1.1 Definitions:
 

"Business Day" a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

"Charges" the charges payable by the Customer for the supply of the Services by the Supplier, as set out in the Order and confirmed in the Supplier's order confirmation email.

"Conditions" these terms and conditions set out in clause 1 (Interpretation) to clause 14 (General) (inclusive).

"Contract" the contract between the Customer and the Supplier for the supply of the Services in accordance with the Order and these Conditions.

"Control" has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

"Customer" the purchaser of Services from the Supplier.

"Customer Materials" all materials, drawings, specifications, data or other information supplied by the Customer to the Supplier.

"Deliverables" product labels detailing ingredients and allergen information and any other documents, products and materials developed by the Supplier or its agents, subcontractors and personnel as part of or in relation to the Services in any form.

"Delivery Location" the address for delivery of the Deliverables, as set out in the Customer's Order.

"Force Majeure Event" as set out in clause 14.1.

"Intellectual Property Rights" patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

"Order" an order for the provision of Services, including the delivery of Deliverables, by the Supplier to the Customer in accordance with clause 2.

"Services" the services specified in the Order, including without limitation any Deliverables, to be provided by the Supplier pursuant to the Contract.

"Services Start Date" the day on which the Supplier is to start provision of the Services, as set out in the Order.

"Specification" the specification for the Deliverables, including but not limited to the relevant product information including details of ingredients and allergen information provided by the Customer to the Supplier.

"Supplier" Sticker Gizmo Limited registered in England and Wales with company number 10890502.

"Supplier IPRs" all Intellectual Property Rights subsisting in the Deliverables, including but not limited to all text, imagery, template designs, trade names and logos, but excluding any Customer Materials incorporated in them.

1.2 Interpretation:
1.2.1

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.

1.2.2

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.2.3

A reference to writing or written includes email.

2
Orders
2.1

The Customer shall place its Order(s) through the Supplier's website, using the prompts on screen and by clicking ‘Place Order'. Each Order is an offer by the Customer to buy Services subject to these Conditions.

2.2

The Supplier may accept or decline Orders at its absolute discretion. The Supplier may, at its discretion, accept an amendment to an Order by the Customer.

2.3

The Supplier's acceptance of an Order shall take place when the Supplier sends an email to the Customer confirming acceptance of it. The Supplier shall assign an order number to each Order it accepts and notify the order number to the Customer. Each party shall use the relevant order number in all subsequent correspondence relating to the Order.

2.4

After confirming an Order, the Supplier shall as soon as is practicable inform the Customer of the Supplier's estimated delivery date for the Deliverables.

2.5

The Customer is responsible for ensuring that Orders and any applicable Specification submitted by the Customer are complete and accurate. The Customer shall give the Supplier all necessary information relating to the Deliverables that the Supplier reasonably requires in order to fulfil each Order.

2.6

If the details in the order confirmation email are not correct, or if the Customer is not satisfied with the details in the email, the Customer may contact the Supplier at mission-control@stickergizmo.com or by telephone on 0800 781 2481.

3
Supply of services
3.1

The Supplier shall supply the Services to the Customer from the Services Start Date in accordance with the Contract. If the Order does not specify a Services Start Date, the Supplier shall commence provision of the Services as soon as is reasonably practicable after acceptance of the Order.

3.2

In supplying the Services, the Supplier shall:

3.2.1

perform the Services with reasonable care and skill;

3.2.2

use reasonable endeavours to perform the Services in accordance with the service description set out the Supplier's website;

3.2.3

ensure that the Deliverables, and all goods, materials, standards and techniques used in providing the Services are of satisfactory quality and are fit for purpose;

3.2.4

comply with all applicable laws, statutes, regulations from time to time in force provided that the Supplier shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract; and

3.2.5

take reasonable care of all Customer Materials in its possession and make them available for collection by the Customer on reasonable notice and request, always provided that the Supplier may destroy the Customer Materials if the Customer fails to collect the Customer Materials within a reasonable period after termination of the Contract.

3.3

The Supplier does not warrant, and makes no guarantee, that Deliverables will be available on a permanent or continuous basis. All Orders are subject to the availability of Deliverables at all times and the Supplier may change information relating to the availability of Deliverables at any time without notice.

3.4

The Supplier shall not be responsible if the Customer cannot access the Supplier's website properly or at all because of any event outside of the Supplier's control, for example (without limitation) the performance of the Customer's or the Supplier's internet service provider, the Customer's browser or the internet.

3.5

The Supplier's website relies in part on software to work. Whilst the Supplier monitors the website, the Supplier does not warrant or guarantee that its website or any individual feature of its website will be error free, available all the time and/or free from viruses. It is the Customer's responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy the Customer's own particular requirements as to the safety and reliability of content.

4
Delivery, Title and RISK
4.1

The Supplier shall deliver Deliverables to the Delivery Location.

4.2

Delivery is completed when the Deliverables arrive at the Delivery Location.

4.3

Any dates quoted for delivery of Deliverables are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Deliverables that is caused by a Force Majeure Event, by the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Deliverables, or by the Customer failing to make someone available to take delivery of the Deliverables at the Delivery Location. The Customer shall be responsible for contacting the post office or relevant courier company, as applicable, to arrange the collection or delivery of Deliverables that could not be delivered because the Customer was unavailable.

4.4

If the Supplier fails to deliver the Deliverables, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Deliverables. The Supplier shall have no liability for any failure to deliver the Deliverables to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions for the Deliverables or any relevant instruction related to the supply of the Deliverables.

4.5

If the Supplier delivers up to and including 5% more or less than the quantity of Deliverables ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Deliverables was delivered, the Supplier shall make a pro rata adjustment to the invoice for the Deliverables.

4.6

The Supplier may deliver the Deliverables by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.7

The Customer shall become the owner of the Deliverables on the later of the completion of delivery to the Customer, in accordance with clause 4.2, and the Supplier's receipt of payment in full for the Deliverables in cleared funds. Once Deliverables have been delivered to the Customer they will be held at the Customer's own risk and the Supplier will not be liable for their loss or destruction.

5
Customer's obligations
5.1

The Customer shall:

5.1.1

co-operate with the Supplier in all matters relating to the Services; and

5.1.2

provide, in a timely manner, such information as the Supplier may require, including full details of the ingredients and allergens included in the relevant product which are to be included in the Deliverables, and ensure that all such information is accurate and complete.

5.2

The Customer warrants that it:

5.2.1

is fully responsible for checking that all Deliverables are complete and accurate, including all ingredient and allergen information included in the Deliverables, in accordance with the Specification, before a Deliverable is affixed to a product;

5.2.2

shall ensure that no Deliverable is affixed to any product unless the Customer has verified that it contains complete and accurate information, including all ingredient and allergen information, in accordance with the Specification;

5.2.3

shall, where a Deliverable is superseded by an updated version, ensure that all superseded versions of any Deliverable are clearly marked as such to render them void or ensure that such Deliverables are destroyed.

5.3

The Supplier accepts no liability for, and the Customer shall fully indemnify and hold harmless the Supplier against, any and all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any breach of the warranties contained in clause 5.2.

6
Acceptance and defective Deliverables
6.1

The Customer may reject any Deliverable delivered to it that does not comply with clause 3.2.3, provided that:

6.1.1

notice of rejection is given to the Supplier:

6.1.1.1

in the case of a defect that is apparent on normal visual inspection, within five Business Days of the relevant delivery date;

6.1.1.2

in the case of a latent defect, within a reasonable time of the latent defect having become apparent; and

6.1.2

none of the events listed in clause 6.3 apply.

6.2

If the Customer fails to give notice of rejection in accordance with clause 6.1, it shall be deemed to have accepted these Deliverables.

6.3

The Supplier shall not be liable for the Deliverables' failure to comply with the warranty set out in clause 3.2.3 if:

6.3.1

the Customer makes any further use of those Deliverables after giving notice in accordance with clause 6.1;

6.3.2

the defect arises because the Customer failed to follow the Supplier's oral or written instructions for the storage or use and maintenance of the Deliverables or (if there are none) good trade practice regarding the same;

6.3.3

the defect arises as a result of the Supplier following the Specification supplied to it by the Customer;

6.3.4

the defect arises as a result of the Customer failing to provide the Supplier with complete and accurate information, including all ingredient and allergen information to be included in the Deliverables;

6.3.5

the defect arises as a result of the Customer failing to follow the preparatory instructions for uploading Customer Materials as set out on the Supplier's website;

6.3.6

the Customer alters those Deliverables without the written consent of the Supplier;

6.3.7

the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

6.3.8

the Deliverables differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

6.4

If the Customer rejects Deliverables under clause 6.1 then the Customer shall be entitled to:

6.4.1

require the Supplier to replace the rejected Deliverables; or

6.4.2

require the Supplier to repay the price of the rejected Deliverables in full.

Once the Supplier has complied with the Customer's request, it shall have no further liability to the Customer for the rejected Deliverables' failure to comply with clause 3.2.3.

6.5

The terms of this Contract shall apply to any replacement Deliverables supplied by the Supplier.

7
Intellectual property
7.1

The Supplier and its licensors shall retain ownership of all Supplier IPRs. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.

7.2

The Supplier grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to copy the Supplier IPRs for the purpose of creating, ordering, receiving and using the Services and the Deliverables in the Customer's business during the term of the Contract.

7.3

The Customer grants the Supplier a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Services to the Customer in accordance with the Contract.

7.4

Whenever the Customer makes use of a feature that allows the Customer to upload Customer Materials, the Customer shall comply with the content standards set out in clauses 7.5 and 7.6, below (“Content Standards”). If the Customer Materials do not comply with the Content Standards, the Customer shall indemnify the Supplier for any losses, damages, claims and other expenses that the Supplier may incur as a result of such breach.

7.5

The Customer Materials must:

7.5.1

be accurate (where it states facts);

7.5.2

be genuinely held (where it states opinions); and

7.5.3

comply with the law applicable in England and Wales and in any country from which it is uploaded.

7.6

The Customer Materials must not:

7.6.1

be defamatory;

7.6.2

be obscene, offensive, hateful or inflammatory;

7.6.3

promote sexually explicit material;

7.6.4

promote violence;

7.6.5

promote discrimination in any way, including but not limited to that which is based on race, sex, religion, nationality, disability, sexual orientation or age;

7.6.6

infringe any Intellectual Property Rights of any third party. The Supplier reserves the right to disclose the Customer's identity to any third party claiming that any material uploaded by the Customer to the Supplier's website constitutes a violation of that third party's Intellectual Property Rights;

7.6.7

be likely to deceive any person;

7.6.8

breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

7.6.9

promote any illegal activity;

7.6.10

be in contempt of court;

7.6.11

be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;

7.6.12

be likely to harass, upset, embarrass, alarm or annoy any other person;

7.6.13

impersonate any person, or misrepresent the Customer's identity or affiliation with any person;

7.6.14

advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse; or

7.6.15

contain a statement which the Customer knows or believes, or has reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.

7.7

The Supplier reserves the right to remove any Customer Materials if, in the Supplier's opinion, the Customer Materials do not comply with the Content Standards. The Customer will receive a full refund of any sums already paid for an Order which the Supplier does not fulfil as a result of such removal.

7.8

In addition to complying with the Content Standards, the Customer agrees that all Customer Materials uploaded by it onto the Supplier's website will be done at the Customer's own risk. The Customer must retain a copy of the Customer Materials that it uploads. To the fullest extent possible by law, the Supplier expressly excludes all liability for any uploaded Customer Materials which are lost or damaged during or after the uploading process.

7.9

A failure by the Customer to follow preparatory instructions for uploading Customer Materials as set out on the Supplier's website may result in Deliverables of poor quality. The Customer must review these instructions carefully. The Supplier accepts no responsibility for poor quality Deliverables caused by the Customer's failure to follow the preparatory instructions for uploads.

7.10

The Customer shall indemnify the Supplier in full against any sums awarded by a court against the Supplier arising of or in connection with any claim brought against the Supplier for infringement of a third party's rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Customer Materials by the Supplier.

8
Charges and payment
8.1

In consideration for the provision of the Services, the Customer shall pay the Supplier the Charges in accordance with this clause 8.

8.2

The Supplier shall use reasonable endeavours to ensure that Charges quoted on its website are correct. Information displayed on the Supplier's website relating to Charges is subject to change by the Supplier without notice, but those Charges displayed on the Supplier's website at the time of any Order is placed by the Customer will be the Charges applicable to that Order.

8.3

Where the correct Charges for the Services and/or Deliverables is less than the stated Charges, the Supplier will charge the lower amount on dispatch. If the correct Charges for the Services and/or Deliverables is higher than the Charges stated on the Supplier's website, the Supplier may, if possible, reject the Customer's Order in its absolute discretion, in which case the Supplier will notify the Customer of such rejection and the correct Charges for the Services and/or Deliverables.

8.4

Unless otherwise stated all amounts payable by the Customer shall include amounts in respect of value added tax (VAT), but shall exclude delivery costs. Delivery costs shall be notified to the Customer separately before the Customer submits their Order and shall also be set out in the Supplier's order confirmation email.

8.5

The Customer shall pay the Charges at the time it places its Order by using one of the following payment methods:

8.5.1

PayPal;

8.5.2

Credit card: Your credit card will be charged following the submission of your order; or

8.5.3

Debit card: Your account will be charged following the submission of your order.

8.6

If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting the Supplier's remedies under clause 11 (Termination):

8.6.1

the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

8.6.2

the Supplier may suspend all Services until payment has been made in full.

8.7

All amounts due under the Contract from the Customer to the Supplier shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8.8

If the Customer finds the same product as a Deliverable cheaper elsewhere then the Supplier will discount the Charges to match the price. This price match guarantee only applies to other online providers where the price is visible on their website. The competitive price must be for the same size, material and quantity, and the price match discount shall not exceed 30% of the Supplier's normal Charges. The Customer must inform the Supplier of any price watch within 48 hours of placing its Order.

9
Data Protection
9.1

The Supplier may use, store and delete the Customer's personal information, including personal data, in accordance with the Supplier's Privacy Policy which is set out on the Supplier's website at www.stickergizmo.com/privacy.

10
Limitation of liability
10.1

The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £[AMOUNT] per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

10.2

The restrictions on liability in this clause 10 apply to every liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

10.3

Nothing in the Contract limits any liability which cannot legally be limited, including liability:

10.3.1

for death or personal injury caused by negligence;

10.3.2

for fraud or fraudulent misrepresentation;

10.3.3

for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

10.3.4

under Part I of the Consumer Protection Act 1987; or

10.3.5

in relation to any matter which cannot be excluded or limited by law.

10.4

The Supplier's liability for the following types of loss is wholly excluded:

10.4.1.1

loss of profits;

10.4.1.2

loss of sales or business;

10.4.1.3

loss of agreements or contracts;

10.4.1.4

loss of anticipated savings;

10.4.1.5

loss of use or corruption of software, data or information;

10.4.1.6

loss of or damage to goodwill; and

10.4.1.7

indirect or consequential loss.

10.5

Subject to clause 10.3 and clause 10.4, the Supplier's total liability to the Customer in relation to an Order, howsoever arising, shall not exceed the greater of:

10.5.1.1

£500; or

10.5.1.2

100% of the Charges for the relevant Order in relation to which liability arises.

11
Cancellation and Termination
11.1

Subject to clause 11.3, the Customer may cancel an Order for Deliverables at any time within the cooling off period of 14 working days, beginning on the day after the Customer receives the Deliverables.

11.2

The Customer must notify the Supplier of its cancellation by email at mission-control@stickergizmo.com or by telephone on 0800 781 2481 or in writing to Sticker Gizmo Limited, Units 2 and 3 Brook Business Centre, Icknield Street, Beoley, B98 9AL

11.3

Cancellation conditions:

11.3.1

If the Customer is in possession of the Deliverables, it shall be under the duty to retain them and take reasonable care of them;

11.3.2

The Customer must send the goods back to the Supplier to the Supplier's contact address at the Customer's own cost (unless the Supplier delivered the Deliverables to the Customer in error or the item is damaged or defective) as soon as possible once the Customer has cancelled its Order. For further details please see the Returns & Refunds page on the Supplier's website;

11.3.3

The Supplier reserves the right to make a charge not exceeding its direct costs of recovering the Deliverables if the Customer does not return them or returns them at the Supplier's expense;

11.3.4

Once the Customer has notified the Supplier that it wishes to cancel its Order, any sum debited to the Supplier will be refunded to the Customer as soon as possible and in any event within 30 days of the Customer's cancellation;

11.3.5

The Customer will not have any right to cancel where Deliverables are made to the Customer's Specifications or are clearly personalised or which by reason of their nature cannot be returned or are liable to deteriorate or expire rapidly.

11.4

Without affecting any other right or remedy available to it, the Supplier may terminate this Contract on giving written notice to the Customer if, for example:

11.4.1

the Supplier does not have sufficient stock to deliver the Deliverables ordered by the Customer;

11.4.2

the Supplier does not deliver to the area where the Customer has requested delivery to; or

11.4.3

one or more the Deliverables ordered by the Customer was listed with incorrect Charges due to a typographical error or an error in the Charges information received by the Supplier from its own suppliers.

11.5

If the Supplier terminates the Contract in accordance with clause 11.4 it shall notify the Customer by email and shall credit to the Customer's account any sum deducted by the Supplier from the Customer's credit or debit card as soon as is reasonable possible but in any event within 30 days of the date of the Customer's Order.

11.6

Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:

11.6.1

the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

11.6.2

the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

11.6.3

the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

11.6.4

the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

11.7

Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

11.8

On termination of the Contract for whatever reason:

11.8.1

the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;

11.8.2

any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect; and

11.8.3

termination of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

12
Refunds Policy
12.1

When the Customer returns Deliverables to the Supplier because the Customer has cancelled during the cooling-off period, the Supplier will process the refund due to the Customer as soon as possible and, in any case, within 30 days of the day on which notice of the Customer's cancellation was given.

12.2

The Supplier will refund the price of the Deliverables in full, including the cost of sending the item to the Customer. The Customer may contact the Supplier for details on how/where to return an item.

12.3

If the Customer is entitled to return Deliverables to the Supplier for a refund in accordance with clause 6 (Defective Products) or clause 4.5 (incorrect quantity), it shall return the Deliverables to the Supplier and the Supplier shall notify the Customer will notify the Customer of their refund via email within a reasonable period of time. The Supplier will usually process the refund due to the Customer as soon as possible and, in any case, within 30 days of the day the Supplier confirmed that the Customer was entitled to a refund.

12.4

The Supplier will usually refund any money received from the Customer using the same method originally used to pay for the Customer's purchase. For payments made by bank transfer, these will be refunded by cheque.

13
Complaints
13.1

The Supplier prides itself on providing its customers the absolute best possible service and the Supplier's team are dedicated to going above and beyond what should be expected.

13.2

However, in those rare instances where the Supplier lets a customer down, the Supplier shall endeavour to rectify any issue and resolve it to the customer's satisfaction as quickly as possible.

13.3

If the Customer needs to make a complaint please email the Supplier's customer service team at mission-control@stickergizmo.com with the details of the complaint and one of the Supplier's customer service team will respond within 24 hours. Alternatively, the Customer may call the Supplier directly on 0800 781 2481.

13.4

With any complaint the Supplier aims to have a resolution in place to the Customer's satisfaction within 72 hours of the complaint being made.

13.5

If at any time the Customer feels its expectations are still not being met it may contact, Neil Hodges, the Supplier's Managing Director, at neil@stickergizmo.com.

14
General
14.1

Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (Force Majeure Event).

14.2

Assignment and other dealings. The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the Supplier's prior written consent.

14.3

Confidentiality.

14.3.1

Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 14.3. For the purposes of this clause 14.3, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

14.3.2

Each party may disclose the other party's confidential information:

14.3.2.1

to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 14.3; and

14.3.2.2

as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14.3.3

Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Contract.

14.4

Entire agreement.

14.4.1

The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

14.4.2

Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.

14.5

Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14.6

Waiver.

14.6.1

A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

14.6.2

A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

14.7

Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 14.7 shall not affect the validity and enforceability of the rest of the Contract.

14.8

Notices.

14.8.1

Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or by email to the address specified in the Order.

14.8.2

Any notice shall be deemed to have been received:

14.8.2.1

if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and

14.8.2.2

if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

14.8.2.3

if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 14.8.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

14.8.3

This clause 14.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

14.9

Third party rights. Unless it expressly states otherwise the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

14.10

Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

14.11

Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation, save that if you are a resident in Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident in Scotland you may also bring proceedings in Scotland.