Impress Promotions Surrey Limited t/a Love Your Logo (referred to herein as the “Service Provider”, “we” or “us”) is a limited company registered in England under company number 04994515, whose registered address is Barn Studios, Gaterounds Parkgate Road, Newdigate, Surrey RH5 5AJ.

We provide corporate gifts and branded merchandise to businesses. These Terms and Conditions shall form the basis of contracts for the provision of services by us to our clients.

The Client (referred to hereafter as the “Client” or “you”).

Definitions attached in Schedule 1

1. Information

unless the context otherwise requires, each reference to these terms to:

1.1 any reference to “writing”, and any similar expression, includes a reference to any communication sent by email or text message.

1.2 unless expressly stated otherwise, legislation or a provision thereof is a reference to that legislation or provision as amended or re-enacted from time to time

1.3 a reference to “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time.

1.4 a reference to a "Party" or the "Parties" refer to the parties to the contract.

1.5 these terms apply to all services that you instruct us to provide and cannot be varied or amended except in writing and signed by both parties;

1.6 where these terms and conditions relate to more than one person, the liability is joint and several. Invoices are payable by you, regardless of any arrangement you may have with any third party;

1.7 where services are accepted and/or purchased on behalf of a company or other legal entity you confirm that you have the authority to enter into such an agreement with us;

1.8 any person under the age of 18 is not permitted to use or purchase our services;

1.9 where you are a Limited (Liability) Company, I require Director(s)/Controlling Shareholder(s) to guarantee your liabilities to us or provide suitable security for payment. We reserve the right to suspend all work until satisfactory guarantees are provided;

1.10 the headings used in these terms are for convenience only and shall have no effect upon the interpretation of these terms;

1.11 words imparting the singular number shall include the plural and vice versa;

1.12 references to any gender shall include the other gender; and

1.13 References to persons shall include natural persons, corporate, or unincorporated bodies (whether or not the same have a separate legal personality) and rferences to a company shall include companies, corporations, or other bodies corporate, however so and wherever incorporated or established.

2. Basis of Contract

2.1 An Order shall constitute a contractual offer by the Client to obtain Services from the Service Provider in accordance with and on the basis of these Terms and Conditions.

2.2 An Order shall be deemed to be accepted by the Service Provider upon the Client issuing its written acceptance of the artwork or quotation.

2.3 No advertising, promotional literature, descriptive matter, drawings, samples, catalogues, brochures, or similar material issued or published by the Service Provider in any format or medium shall form part of the contract or have any contractual force. Such material is provided by the Service Provider only for promotional purposes and for providing an approximate description of the services available by the Service Provider.

2.4 Quotations include artwork but exclude delivery charges to either one or multiple locations unless otherwise stated.

2.5 Quotations issued by the Service Provider shall not constitute a contractual offer capable of acceptance. Quotations are valid for a period of 30 business days only from the date of issue.

3. Provision of the Services and Service Provider’s Obligations

3.1 The Service Provider shall ensure that the Services and the Deliverables conform at all times with the Specification in all material respects.

3.2 The Service Provider shall provide the Services with reasonable care and skill, applicable to the best practices in the design, printing and embroidery industry in the United Kingdom.

3.3 The Service Provider shall ensure that all Deliverables are prepared with reasonable care and skill and are free from defects in workmanship and design.

3.4 The Service Provider shall use reasonable endeavours to meet any performance dates set out in the Order. Such dates shall be estimates only, however, and time shall not be of the essence in the provision of the Services.

3.5 The Service Provider shall act in accordance with all reasonable instructions issued by the Client provided that such instructions are compatible with the Specification.

3.6 The Service Provider shall ensure that any and all of its personnel involved in the provision of the Services are suitably skilled, qualified, and experienced to perform the part(s) of the Services to which they are assigned.

3.7 The Service Provider reserves the right to use third-party companies in regard to the provision of services.

3.8 The Service Provider reserves the right to refuse an order that we believe does not have appropriate approval in regard to intellectual property.

4. Client’s Obligations

4.1 The Client shall ensure that all information that it provides in the Order and the Specification shall be complete and accurate and that any/all permissions have been granted in respect of third party intellectual property.

4.2 The Client shall provide all co-operation that is reasonably required by the Service Provider to enable the Service Provider to provide the Services;

4.3 The Client may from time to time request reasonable amendments to the Service Provider in relation to the Service Provider’s provision of the Services. The Client acknowledges that any such instructions that are not in the agreed specification may incur additional fees

4.4 In the event that the Service Provider requires the decision, approval, consent, authorisation, or any other communication from the Client in order to continue with the delivery of the Services (or any part thereof) at any time, the Client shall provide the same in a reasonable and timely manner.

4.5 All deliveries should be checked within 24 hours of the date of delivery

4.6 All damages and/or shortages should be reported to us in writing within 24 hours of delivery.

4.7 Failure to comply with Clauses 4.5 and 4.6 will mean that we deem the goods have been delivered and accepted complete and free from defects.

4.8 Any failure or delay in the provision of the Services by the Service Provider which results from the Client’s failure or delay in complying with any of its obligations under the contract or any other act or omission of the Client shall not be the responsibility or fault of the Service Provider.

5. Fees, Payment, and Records

5.1 The Fees shall be set out in the Order and/or Client Invoice.

5.2 The Service Provider reserves the right to the title of goods until payment is made in full.

5.3 In certain circumstances we may request ‘Proforma Payment’ in advance of accepting any order. We reserve the right to continue this payment request on subsequent orders.

5.4 Fees are payable by Debit or Credit Card and BACS to the bank account details as stated on your invoice.

5.5 Invoices are due for payment within 30 days of the invoice date, save as otherwise agreed in writing between the Parties.

5.6 All payments shall be made in GBP (sterling) in cleared without any set-off, withholding or deduction.

5.7 Any sums which remain unpaid shall incur interest on a daily basis at 8% above the base rate of Lloyds Bank from time to time until payment is made in full of any such outstanding sums, as well as any other statutory compensation. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment.

5.8 If we are required to issue proceedings to recover any fees or disbursements and we are successful in such proceedings, you agree that you will pay our legal/advisory costs of such proceedings even if the amount claimed is suitable for the small claims track.

5.9 If the Client receives an invoice and reasonably believes that it is incorrect, it must notify us within 5 business days.

6. Intellectual Property Rights

6.1 The Client (and, where applicable, its licensors) shall retain ownership of the Intellectual Property Rights subsisting in any and all Client Materials.

6.2 The Content made available by us or made available through us is owned by us, our partners or other content providers and includes but is not limited to text, images, visual content, source code, and trademarks and is protected by intellectual property law unless ownership is expressly transferred to the Client.

6.3 Love Your Logo reserves the right to use the completed project and any preliminary designs for the purpose of publication, marketing and promotional purposes.

6.4 We do not permit the Client, without prior written consent from us to:

i. Copy our content;
ii. Distribute our content; adapt, modify or translate our content;
iii. Use, lease or attempt to grant others the right to our content; or
iv. Use Love Your Logo brand or third-party trademarks or use such branding or trademarks to suggest we are affiliated with and/or endorse you.

6.5 In respect of third-party intellectual property that is featured on our website - this may be owned by a third party and does not belong to us and remains the property of the third-party proprietor. Therefore, you agree not to access or use third-party intellectual property.

6.6 If you believe that content made available by us infringes any copyright or intellectual property rights please contact us at [email protected] with your concerns or request to remove the allegedly infringing content and supply us with the information that will enable us to locate the alleged infringing content.

7. Confidentiality

7.1 Each Party undertakes that, except as provided by sub-Clause 7.2 or as authorised in writing by the other Party (such authorisation not to be unreasonably withheld), it shall, at all times during the term of the contract and after its termination or expiry:

i. keep confidential all Confidential Information;
ii. not disclose any Confidential Information to any other party;
iii. not use any Confidential Information for any purpose other than as contemplated by the contract; and
iv. ensure that (as applicable) none of its employees, directors, officers, agents, or sub-contractors does any act which, if done by that Party, would be a breach of the provisions of this Clause 7.

7.2 Subject to sub-Clause 7.3, either Party may disclose any Confidential Information to:

i. any sub-contractors, substitutes, or suppliers;
ii. any governmental or other authority or regulatory body; and
iii. any employee or officer of that Party or of any of the aforementioned persons, parties, or bodies.
7.3 Disclosure under sub-Clause 7.2 may be made only to the extent that it is necessary for the purposes contemplated by the contract, or as required by law. In each case, the disclosing Party must first inform the recipient that the Confidential Information is confidential.

7.4 Either Party may use any Confidential for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.

7.5 When using or disclosing Confidential Information under sub-Clause 7.4, the Party using or disclosing that Confidential Information must ensure that it does not use or disclose any part of that Confidential Information which is not public knowledge.

7.6 The provisions of this Clause 7 shall continue in force in accordance with their terms, notwithstanding the termination or expiry of the contract for any reason.

8. Data Protection

The Service Provider shall only use the Client’s personal data as set out in the Service Provider’s Privacy & Cookie Policy, available from www.loveyourlogo.com.

9. Data Processing

All personal data to be processed by the Service Provider on behalf of the Client under the contract shall be processed in accordance with the terms of a Data Processing Agreement which shall be entered into by the Parties before any personal data is processed.

10. Insurance

The Service Provider shall ensure that we have in place at all times suitable and sufficient insurance in order to provide the agreed services. A copy of the certificates may be requested in writing.

11. Liability

11.1 You agree not to bring any claim for any losses against any member, officer, director, employee or consultant of Love Your Logo. You hereby agree that a staff member of Love Your Logo does not have a personal duty of care to you and any claim for losses must be brought against the company irrespective of its formation.

11.2 The exclusions and limitations in this paragraph will not exclude or limit any liability for fraud or dishonesty or for liabilities that cannot lawfully be limited or excluded.

11.3 We shall not be liable under or in relation to the contract for any loss suffered by the Client, whether suffered directly or indirectly, or whether immediate or consequential, arising in contract, tort (including negligence), breach of statutory duty, or otherwise, which falls within any of the following categories:

i. loss of profits;

ii. loss of sales or business;

iii. loss of business opportunity;

iv. loss of agreements or contracts;

v. loss of anticipated savings;

vi. loss of, or damage to, goodwill;

vii. indirect or consequential loss; or

viii. special damages, even in the event that the Client was aware of the circumstances in which the same could arise.

11.4 Subject to sub-Clause 11.3 the total aggregate liability of the Service Provider under or in relation to the contract for any and all related or unrelated acts or omissions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to £500.00

12. Force Majeure

12.1 No Party to the agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to, any strike, lockout, shortage of components, interruption to, or failure of any utility service, non-performance by suppliers; fire, explosion, accident, acts of God, storm, flood, drought, earthquake, epidemic, pandemic, or other natural disasters, terrorist attack, civil commotion or riots, war or any law or action taken by a government or public authority.

12.2 If any Force Majeure Event occurs in relation to either Party which affects or may affect that Party’s performance of its obligations under the contract, the affected Party shall notify the other Party as soon as reasonably possible and practicable of the nature and extent of the circumstances in question. The affected Party shall use reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

12.3 If the performance by either Party of any of its obligations under the contract is prevented, hindered, or delayed by a Force Majeure Event for a continuous period in excess of 8 weeks, the other Party shall be entitled to terminate the contract by giving 1 week written notice to the affected Party.

13. Termination

13.1 Without prejudice to any other right or remedy available to it, either Party may terminate the contract by giving the other Party 1 week’s written notice.

13.2 Without prejudice to any other right or remedy available to it, either Party may terminate the contract immediately by giving written notice to the other Party in the event that:

a) the Client does not pay any sum due under the contract when it is due to be paid and such sum remains outstanding for at least 14 business days after receiving written notification to pay that sum;

b) the other Party commits a material breach of any term of the contract and (if that breach is capable of remedy) does not remedy that breach within 30 business days after receiving written notification to do so;

c) the other Party threatens to, or does, suspend, payment of its debts as they fall due, admits that it is unable to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (as if the meaning of the words “it is proved to the satisfaction of the courts” contained in sections 123(1)(e) or 123(2) of the Insolvency Act 1986 did not appear in those sections), or (being an individual) is deemed either to be unable to pay its debts or as having no reasonable prospect of paying its debts, in either case, within the meaning of section 268 of the Insolvency act 1986, or (being a partnership) has any partner to whom any of the foregoing applies;

d) the other Party begins negotiations with any class or all of its creditors about the rescheduling of any of its debts, or proposes any compromise or arrangements with any of its creditors or enters into the same, other than (being a company) solely for the purpose of a scheme for the solvent amalgamation of that other Party with one or more other companies or for the solvent reconstruction of that other Party;

e) the other Party applies to the court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or otherwise in connection with the winding up of the other Party (being a company, limited liability partnership, or a partnership) other than solely for the purpose of a scheme for the solvent amalgamation of that other Party with one or more other companies or for the solvent reconstruction of that Party;

g) an application is made to the court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given, or an administrator is appointed, over the other Party (being a company, limited liability partnership, or a partnership);

h) a person becomes entitled to appoint a receiver over any or all of the assets of the other Party, or a receiver is appointed over all or any of the assets of the other Party;

i) the other Party (being an individual) is the subject of a bankruptcy petition, application, or order;

j) the other Party ceases or suspends, or threatens to cease or suspend, carrying on all or a substantial part of its business;

k) the other Party (being an individual) dies, or due to illness or incapacity (whether mental or physical), becomes incapable of managing their own affairs or becomes a patient under any mental health legislation; or

l) there is a change of control of the other Party (within the meaning of section 1124 of the Corporation Tax Act 2010).

13.3 For the purposes of sub-Clause 13.2(b), a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

14. Effects of Termination

Upon the termination or expiry of the contract for any reason:

14.1 Any sum owing under the contract shall become immediately due and payable.

14.2 Any and all items completed and paid in full at the date of cancellation shall be delivered to the Client.

14.3 Any additional monies on the account shall be refunded within 14 business days. We reserve the right to apply a £25 administration fee in respect of this.

14.4 Please note that it is not possible to obtain a refund on bespoke items.

14.5 Termination or expiry shall not affect or prejudice any rights, remedies, obligations, or liabilities of the Parties that have accrued up to the date of termination or expiry including, but not limited to, the right to claim damages or any other remedy in respect of any breach of the contract which existed at or before the date of termination or expiry.

14.6 Any provision of the contract which either expressly or by implication is intended to continue in force or come into force after or upon the termination or expiry of the contract shall remain in full force and effect.

15. No Waiver

No failure or delay by either Party in exercising any of its rights under the contract shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the contract shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

16. Variation

Other than as set out in these Terms and Conditions, no variation of the contract including, but not limited to, the introduction of any additional terms and conditions, shall be effective unless it is made in writing and signed by the Parties (or their authorised representatives).

17. Severance

In the event that one or more of the provisions of the contract is found to be unlawful, invalid or otherwise unenforceable, that/those provision(s) shall be deemed severed from the remainder of the contract. The remainder of the contract shall be valid and enforceable.

18. Assignment and Sub-Contracting

18.1 The contract shall be personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.

18.2 The Service Provider shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled subcontractors. Any act or omission of such other member or sub-contractor shall, for the purposes of the Contract, be deemed to be an act or omission of the Party in question.

18.3 The contract shall continue and be binding on the transferee, successors and assigns of either Party as required.

19. Third-Party Rights

19.1 No part of the contract shall be intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the contract.

20. Relationship of the Parties

Nothing in the contract shall constitute or be deemed to constitute a partnership, joint venture, agency, or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the contract.

21. Notices

21.1 All notices under the contract shall be in writing and deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

21.2 All notices under the contract shall be addressed to the most recent postal address or email address or as otherwise notified in writing by either Party to the other from time to time.

21.3 Notices shall be deemed to have been duly given:

a) when delivered, if delivered by courier or other messengers during the normal business hours of the recipient; or

b) when sent, if sent by email and successful confirmation of delivery and/or read receipt is generated during the normal business hours of the recipient or, if sent outside the recipient’s normal business hours, when such business hours resume; or

c) on the second business day following mailing or at the delivery time recorded by the relevant delivery service.

21.4 For the purposes of this Clause 21, “normal business hours” shall mean Tuesday – Friday 9.30am to 5.30pm and Saturday 9am to 4.30pm on a day that is not a public or bank holiday.

22. Alternative Dispute Resolution

22.1 In the event of a dispute, we are willing to consider Mediation or Arbitration. The cost of the proceedings, disbursements, facilities and fees are to be split between the parties. However, subject to the applicable Arbitration legislation, the Arbitrator may determine who shall be responsible for the costs of the Arbitration and shall set out that determination in any Award.

23. Law and Jurisdiction

23.1 The contract shall be governed by, and construed in accordance with, the laws of England and Wales.

23.2 Any dispute, controversy, proceedings or claim between the Parties relating to the contract shall fall within the jurisdiction of the courts of England and Wales.

SCHEDULE 1 - Definitions and Interpretation

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Applicable Laws” means all laws, statutes, regulations, and similar instruments from time to time in force applicable to the Parties, the Services, and the contract;

“Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business;

“Business Hours” means 9.30am – 5.30pm Tuesday – Friday and 9am - 4.30pm on Saturday.

“Client” means the party procuring the Services from the Service Provider under the contract;

“Client Materials” means any and all information, documents, and other materials provided by the Client to the Service Provider in relation to the provision of the Services.

“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with the contract (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);

“Contract” means the contract entered into by the Service Provider and the Client for the provision of Services in accordance with and on the basis of these Terms and Conditions;

“Data Protection” means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018; the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended;

“Deliverables” means the deliverables resulting from the Service Provider’s provision of the Services;

“Fees” means any and all sums due under the contract from the Client to the Service Provider in consideration of the Services, as set out in Clause 5;

“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks, business names, domain names, rights in get-up and trade dress, goodwill and the right to passing off actions, design rights, database rights, rights to use confidential information and the right to protect the same, and any and all other intellectual property rights, whether registered or unregistered, including applications and the right to apply for (and be granted) renewals or extensions of, and rights to claim priority from, any such rights and any and all equivalent rights or other forms of protection subsisting now or in the future anywhere in the world;

“Order” means the Client’s order for the Services as set out in the Client’s purchase order form;

“Services” means the services to be provided by the Service Provider to the Client in accordance with the contract, as fully defined in the Specification; and

“Specification” means the full description and specification of the Services as agreed in writing by the Client and the Service Provider.