1. THE TERMS AND CONDITIONS
1.1. What the terms and conditions cover. This document constitutes the terms and conditions on which we supply our Goods to you.
1.2. Please ensure you have read these terms and conditions before you submit your order to us. Important information within these terms and conditions, tell you who we are, how we provide Goods to you, how you and we may change or end the contract, what to do if there is a problem and other important information. Upon ordering Goods, you are deemed to have read and agreed to these terms and conditions.
1.3. Business owners and consumers will have different rights in some areas of these terms and conditions. You constitute a consumer if you are an individual and are buying Goods from us wholly or mainly for your personal use. (Not use for or in connection with your trade, business, craft, or profession).
1.4. If you are a business customer this is our entire agreement with you. If you are a business customer these terms and conditions constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of us which has not been set out in these terms and conditions. You shall not have a claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms and conditions.
2. COMPANY INFORMATION AND HOW TO CONTACT US
2.1. Who we are? Our name is Heart and Soul Studio Ltd, a company registered in England and Wales. Our company registration number is 7579082 and our registered office is Units 4 & 5 Holes Bay Business Park, Sterte Avenue West, Poole, Dorset, BH15 2AA. Our registered VAT number is 109598383.
2.2. Contact us. You can contact us by writing to us at email@example.com. You will be contacted by a member of our customer care team within 24 hours.
2.3. “Writing” includes all emails. We use the word “writing” and “write” in these terms and conditions which includes emails.
2.4. Reference in these terms and conditions to “clauses” are to clauses of these terms and conditions.
3. OUR CONTRACT WITH YOU
3.1. Placing your order. By following the onscreen prompts on our website to place an order, each order is an offer by you to buy the Goods specified in the order subject to these terms and conditions. Where we don’t ordinarily carry the amount of stock required to fulfil your order, this will be a “special order” and the special-order procedure will be followed as set out in clause (10)
3.2. Accepting your Order. The contract between you and us (the “contract) will come into existence at the point of your acceptance of our email of our acceptance of your order.
3.3. If we cannot accept your order. If for any reason including Goods being out of stock or delivery deadlines you have specified being unachievable, we will write to you to inform you we are unable to accept your order and will not be charging for the Goods. If we cannot accept your order and where applicable, we may follow Special Order procedure, as set out in clause (10). We do not have to accept your order and at any time reserve the right to cancel the order once it has been placed.
4. THE GOODS
4.1. Goods may vary slightly from the images. Our images of the Goods are for illustrative purposes only. Every effort has been made to display the colours accurately, however we cannot guarantee that the display of colours reflects the colour of the Goods accurately on all devices used. The Goods may vary slightly from those images.
4.2. Samples and Goods received may vary. The nature of our Goods means that the appearance of the Goods may vary from any samples received. Our products are made in batches and any variations are monitored and kept to a minimum. We try to match batches as closely as possible.
4.3. Re–selling our Goods anywhere online is prohibited. By purchasing our Goods you have entered into a contract with us and therefore agree not to re-sell any Goods anywhere online. This includes (but not limited to) selling our Goods on any private website, ebay, Amazon and not The High Street.
5. YOUR RIGHTS TO MAKE CHANGES
5.1. If you wish to make any changes to your Goods ordered, please contact us. We will let you know if the changes are possible, and where applicable inform you of any change in price of Goods, the timing of delivery or anything else which may result in your request to change. We will in addition ask you to confirm whether you wish to proceed with the change.
6. OUR RIGHT TO MAKE CHANGES
6.1. Changes made due to laws and regulations. We reserve the right to make minor changes to meet laws and regulations.
6.2. Significant changes to the Goods and these terms and conditions. In addition, we may make the following changes to these terms and conditions or the Goods, but if we do so we will notify you and you may then contact us to end the contract before the changes take effect and receive a refund for any Goods paid for but not received.
7. PROVIDING THE GOODS
7.1. Delivery costs. All delivery costs and information will be displayed to you on our website and the cost of delivery will be added to the cost of Goods ordered at the checkout.
7.2. When we will provide the Goods. During the order process we will let you know when we provide the goods to you. We will deliver the Goods to you as soon as reasonably possible and in any event within 30 days after the day on which the order was accepted by us.
7.3. Events outside our control. If your order is delayed due to events outside our control, then we will contact you as soon as possible to let you know. We will minimise the delay by taking every step possible. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of significant delay of at least (2) weeks (a “significant delay”), you may contact us to end the contract. If this happens you will receive a full refund for any Goods you have paid for but not received.
7.4. You will own the goods once we have received payment in full.
8. TERMINATING THE CONTRACT
8.1. Your rights when you will end the contract with us will depend on whether there is anything wrong with the Goods, how we are performing, when you decide to end the Contract and whether you are a consumer or a business customer:
(a) If you wish to end the contract due to something we have done or something we are going to do, see clause 8.2:
(b) If you are a consumer who has changed their mind about the Goods, see clause 8.3. You may be able to get a refund if you are still within the cooling off period. This is however subject to deductions and you will have to pay the cost of return of any Goods.
(c) If the Goods are faulty or misdescribed you may have a legal right to end the contract (or get the goods repaired or replaced or get some or all your money back) depending on whether you are a business owner or a consumer.
(d) In all other cases (if we are not at fault and you are a consumer exercising your right to change your mind), see clause 8.4.
8.2. Ending the contract because of something we have done or something we are going to do. If you are ending the contract for any reasons set out at (a) to (d) below the contract will end immediately and we will refund you in full for any Goods which have not been provided and you may also be entitled to compensation. Reasons being:
(a) we have informed you of a change to the product to which you are not in agreement of. (See clause 6.2):
(b) there is a risk of a significant delay in the supply of Goods to you, caused by events outside of our control; or
(c) you are entitled to end the Contract because of something we have done wrong that infringes your legal rights.
(d) we have informed you of a price discrepancy or description error in the Goods you have ordered and you do not wish to proceed.
8.3. Exercising your right to change your mind if you are a consumer (Consumer Contracts Regulations 2013). If you are a consumer, then for most Goods bought online you have a legal right to change your mind within 14 days and receive a refund. Where you have placed an order for Bespoke Goods, these will be nonreturnable.
8.4. Ending the Contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you are not a consumer who has a right to change their mind (see clause 8.3), you can still end the Contract before it is completed, but you may have to pay us compensation. A Contract for Goods is completed when the Goods are delivered and paid for. If you want to end a Contract before it is completed where we are not at fault and you are not a consumer who has changed their mind, just contact us to let us know. The Contract will end immediately and we will refund any sums paid by you for Goods not provided but we may deduct from that refund reasonable compensation for the net costs we will incur as a result of your ending the Contract.
8.5. How to tell us you wish to end the contract. You can email us at firstname.lastname@example.org. Please provide your name, address, details of the order, and where applicable, your phone number and email address you wish to be contacted on.
8.6. After exercising your right to change your mind and end the contract, Goods must be returned to us within 14 days of telling us you wish to end the contract. The Goods must have been dispatched or already received.
8.7. When we will pay for the cost of return. We will pay for cost of returning Goods:
(a) if Goods are faulty or misdescribed; or
(b) if you are ending the Contract because we have told you of an upcoming change to the Goods or these terms and conditions, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something, we have done wrong. In all other circumstances (including where you are exercising your right to change your mind) you must pay the costs of return.
8.8. Refunding you any money debited from your credit or debit card. Once we have received the Goods or evidence that the Goods have been returned, we will refund any sum debited by us from your credit or debit card within 14 days.
9. OUR RIGHTS TO TERMINATE THE CONTRACT
9.1. If you break the contract we may end the contract for supply of Goods to you at any time by writing to you if:
(a) you do not make any payment to us when it is due and you still do not make payment within 5 working days of us reminding you that payment is due;
(b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Goods or;
(c) you do not, within a reasonable time, allow us to deliver the Goods to you or collect them from us.
9.2. You must compensate us if you break the Contract. If we end the Contract in the situations set out in clause 9.1, we will refund any money you have paid in advance for Goods we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the Contract.
10. SPECIAL ORDERS
10.1. Where we do not ordinarily carry the amount of stock required to fulfil your order this will be considered a special order and we will advise, at the point of ordering whether your requirements constitute such an order. We will do this in writing via email.
10.2. We will issue you a quotation for your special order via email. Our quotation is valid for 60 days from the date of issue. A 50% non-refundable deposit is payable to place a special order and the remaining 50% balance due prior to the Goods being shipped to you.
10.3. Special order delivery times vary, however every effort is made to deliver Goods within 3 months of receiving 50% deposit. We except liability for costs incurred if your order is delayed or has exceeded the expected delivery time.
10.4. Due to the nature of the Goods, the appearance may vary slightly from any samples received. There is always a slight variation in batches, however we ensure that any special orders will match a close as possible to samples received.
10.5. If we do not receive payment for special orders within time frame as detailed in section 10.2, and you still do not pay the balance after 5 days of us writing to you, then we put all orders on hold until you have paid us the outstanding amounts. We will contact you to inform you we are suspending the supply of Goods, and reserve the right to retain the deposit (see clause 10.2)
11. PRICE AND PAYMENT
11.1. Our online payment system providers are Stripe.
11.2. All Goods prices which include VAT will be displayed on order page when placing your order. We take all reasonable care to ensure that all prices of the Goods advised to you is correct. However please see clause 11.4 for what happens if we discover an error in the price of the Goods you order.
11.3. We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the Goods, we will adjust the rate of VAT that you pay, unless you have already paid for the Goods in full before the change in the rate of VAT takes effect.
11.4. If we got the price wrong. It is always possible that, despite our best efforts, some of the Goods we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the correct price of the Goods at your order date is less than our stated price at your order date, we will charge the lower amount. If the correct price of the Goods at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order.
11.5. When you must pay and how you must pay:
(a) For standard orders, you must pay for the Goods before we dispatch them.
(b) For Special Orders, you must pay a 50% deposit on placing the order and pay the remaining 50% balance before the Goods are dispatched.
12. OUR RESPONSIBILITIES TO CONSUMERS
12.1. We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms and conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
12.2. We exclude all representations and warranties relating to our website and its contents or which is or may be provided by any affiliates or any other third party including in relation to any inaccuracies or omissions in our website and/or the Company’s literature and exclude all liability for damages arising out of or in connection with use of our website. This includes, without limitation, direct loss, loss of business or profits (whether or not the loss of such profits was foreseeable, arose in the normal course of dealings or you have advised us of the possibility of such potential loss), damage caused to your computer, computer software, systems and programs and the date thereon or any other direct or indirect, consequential and incidental damages.
12.3. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or sub-contractors or for fraud or fraudulent misrepresentation.
12.4. We are not liable for business losses. If you use the Goods for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
13. OUR RESPONSIBILITIES TO BUSINESS
13.1. Nothing in these terms and conditions shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or sub-Contractors (as applicable);
(b) fraud or fraudulent misrepresentation.
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for us to exclude or restrict liability
13.2. Except to the extent expressly stated in clause 13.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
13.3 Subject to clause 13.1:
(a) we shall not be liable to you, whether in Contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of sales, loss of business or revenue, loss of business opportunity, loss of goodwill, loss of anticipated savings or any indirect or consequential loss arising under or in connection with any Contract between us; and
(b) our total liability to you for all other losses arising under or in connection with any Contract between us, whether in Contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the sum equal to the price paid for the Goods.
14. YOUR RESPONSIBILITIES
14.1. We are not liable for any damage or loss caused by or in connection with the fitting or installation of our Goods. It is your responsibility to ensure that our Goods are fitted and installed correctly and by a competent person. We are not liable for any damage to the Goods or products Goods are fitted too.
14.2. Where you have requested the Goods to be delivered to a construction site. It is your responsibility to ensure that the delivery address you provide us with is secure. Where you request that we deliver the Goods to a construction site, we exclude all liability for loss caused by burglary or theft.
16. WARRANTY ON OUR GOODS
16.1. We provide a warranty on some Goods (2 years).
If you have purchased a defective Good covered by warranty, please contact us by email using email@example.com. We will investigate the issue and give a response within 14 days. Advice will be provided regarding warranty procedure.
16.2. If Goods under warranty are found to be defective, under this warranty we will either:
(a) Replace the warranted Good or Goods or the defective part or parts or:
(b) If the original Good or Goods are no longer available, we will replace the warranted Good with the closet available substitute.
16.3. The original purchaser of the warranted Goods will be the person the warranty relies upon. Whether this is a consumer or a business purchaser. Proof of purchase will be needed such as an invoice or receipt to confirm that the warranty period has not expired.
16.4. Our warranty will exclude refunds for defective Goods still within warranty period, however we will replace Goods as mentioned in 15.2. Our warranty also excludes.
(a) Wear and tear to the Goods by everyday use;
(b) Goods that have been fitted poorly or by a person who is not of competent abilities.
(c) any payment or refund for the installation or removal of any warranted Good, whether this be in the first instance or in respect of installing a replacement Good;
(d) any damage or defect caused by:
- flooding and water
- shipment of Goods;
- mis-use by customer or any third party
- acts of God, war or other acts of violence.
16.5 Where a Warranted Good needs to be returned to us. In the event a Warranted Goods need to be returned to us, this warranty does not cover the postage costs of such return. We do not accept liability for Goods lost or damaged in transit and therefore if returning Goods, you must do so by trackable courier at your own expense.
16.6 Limitation of Liability under our warranty.
(a) We shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of sales, loss of business or revenue, loss of business opportunity, loss of goodwill, loss of anticipated savings, loss of time, or any indirect or consequential loss arising under or in connection with a defective Warranted Good.
(b) We do not exclude or limit our liability for death or personal injury caused by our negligence or the negligence of our employees or agents; or for fraud or fraudulent misrepresentation.
(c) Our warranty in no way limits or affects the statutory rights available to consumers in relation to the Goods
16. DATA PROTECTION
16.1. In processing your Personal Data, we will comply with all relevant Data Protection Legislation including the Data Protection Act 1998 until the effective date of its repeal and from 25 May 2018, the General Data Protection Regulation ((EU) 2016/679) (the “Data Protection Legislation”)
17. OTHER IMPORTANT TERMS
17.1. Wavier. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
17.2. Severance. Each paragraph of these terms and conditions operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
17.3. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of the terms and conditions.
17.4. Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.