TERMS & CONDITIONS

STANDARD SERVICE TERMS AND CONDITIONS IF THE CLIENT IS A BUSINESS

BACKGROUND: 

A.    These Terms and Conditions are the standard terms for the provision of services by London Sewing Services Ltd a Private Limited Company registered in England under number 09223371, whose registered address is Unit 3 Ground Floor Neville House, Neville Place High Road, London, England, N22 8HX.
B.    London Sewing Services Ltd (the “Service Provider”) provides services in Sewing Industry to business clients. The Service Provider has reasonable skill, knowledge and experience in that field. These Terms and Conditions shall apply to the provision of services by the Service Provider to its clients.
C.    The Client is deemed to have accepted these Terms and Conditions when the Client placed the Client’s order and these Terms and Conditions, the Client’s order and the Service Provider’s quotation or invoice are the entire agreement between Parties.
D.    The Client acknowledges that the Client has not relied on any statement, promise or representation made or given by or on the Service Provider’s behalf unless this is not included in the Service Provider’s invoice or quotation.
E.    These Conditions apply to the Contract to the exclusion of any other terms that the Client assumes or try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

1.    Definitions and Interpretation 
In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
1.1.    “Business Day” means any day other than a Saturday, Sunday or Bank Holiday;
1.2.    “Calendar Day” means any day of the year;
1.3.    “Deposit” means an advance payment made to the Service Provider under sub-Clause 4.7;
1.4.    “Month” means a calendar month;
1.5.    “Price” means the price payable for the Services or Goods, excluding carriage, packing, insurance and VAT.
1.6.    “Services” means the services to be provided by the Service Provider to the Client in accordance with Clause 2 of the Agreement, as fully specified in the Client’s Order (and confirmed in the Service Provider’s Order Confirmation); 
1.7.    “Client” means the party procuring the Services from the Service Provider who shall be identified in the Agreement;
1.1    “Commencement Date” means the date on which provision of the Services will commence, as defined in the confirmed by the Service Provider Order Confirmation.
1.8.    “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 Agreement (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);
1.9.    “Data Protection Legislation” means 1) unless and until EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations, and secondary legislation (as amended from time to time), in the UK and subsequently 2) any legislation which succeeds the GDPR;
1.10.    “Fees” means any and all sums due under the Agreement from the Client to the Service Provider, as specified in the Agreement;
1.11.    “Goods” means any articles, any tangible moveable items that the Buyer agrees to buy from the Service Provider;
1.12.    “Special Price” means a special offer price payable for Services which the Service Provider may offer from time to time;
1.13.    “Order” means the Client’s order for the Services by any way;
1.14.    “Order Confirmation” means the Service Provider’s acceptance and confirmation of the Client’s Order as described in Clause 2;
1.15.    “Buyer” means the person, firm or company with whom the contract is made by the Service Provider whether directly or indirectly through an agent or factor who is acting for or instructed by or whose actions are ratified by such person, firm or company.
1.16.    “Delivery Date” means the date specified by the Service Provider when the Goods/services are to be delivered.
1.17.    “Service Provider’s Premises” means the premises mentioned in the Service Provider’s quotation or other contractual document or if not so mentioned means the Service Provider’s office as appearing on the Service Provider’s business writings or correspondence.
1.18.    “Trader” means a person acting for purposes relating to that person’s trade, business, craft or profession, whether acting personally or through another person acting in the trader’s name or on the trader’s behalf.
1.19.    “Consumer” means an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession. A person is not a consumer in relation to a sales contract if he/she ordered two or more copies of a sewing product.
1.20.    “Business” includes the activities of sole trader, partnership, company, or other entity and any government department or local or public authority. The Service Provider considers the Client as a Business if the Client’s order is for two or more copies of a sewing product unless the Parties have agreed otherwise in writing;
1.21.    “The Contract” means the Service Provider’s quotation for the supply of the services and any document referred to therein these Standard Service Terms and Conditions, the Client’s order for the services and the Service Provider’s acknowledgment thereof and if there shall be any inconsistency between the documents comprising of the Contract they shall have precedence in the order herein listed.
1.22.    Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.22.1.    “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.22.2.    a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.22.3.    “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;
1.22.4.    a Clause or paragraph is a reference to a Clause of these Terms and Conditions or to a Clause of the Agreement, as appropriate; and
1.22.5.    a “Party” or the “Parties” refer to the parties to the Agreement.
1.23.    The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
1.24.    Words imparting the singular number shall include the plural and vice versa.
1.25.    References to any gender shall include the other gender.
1.26.    References to persons shall include corporations.

2.    The Contract
2.1    These Terms and Conditions govern the provision of Services by Service Provider and will form the basis of the Contract between the Service Provider and the Client. 
2.2    With effect from the Commencement Date, the Service Provider shall, throughout the Term of the Agreement, provide the Services to the Client.
2.3    The Service Provider shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the Sewing Industry in the United Kingdom.
2.4    The Service Provider shall act in accordance with all reasonable instructions given to it by the Client provided such instructions are compatible with the specification of Services provided in the Agreement.
2.5    The Service Provider shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.
2.6    The Service Provider may, in relation to certain specified matters related to the Services, act on the Client’s behalf.  Such matters shall not be set out in the Agreement but shall be agreed between the Parties as they arise from time to time.
2.7    The Service Provider shall use all reasonable endeavours to accommodate any reasonable changes in the Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the Fees that may be due as a result of such changes.
2.8    Nothing provided by the Service Provider including, but not limited to, sales and marketing literature, price lists and other documents constitutes a contractual offer capable of acceptance. The Client’s Order constitutes a contractual offer that the Service Provider may, at the Service Provider’s discretion, accept.
2.9    A legally binding contract between the Service Provider and the Client will be created upon the Service Provider’s acceptance of the Client’s Order, indicated by the Service Provider’s Order Confirmation (which can be expressed by issuance of Quotation or Invoice). 
2.10    The Service Provider shall ensure that the following is given or made available to the Client prior to the formation of the Contract between the Service Provider and the Client, save for where such information is already apparent from the context of the transaction or from the content of the Service Provider’s website:
2.10.1    The main characteristics of the Services;
2.10.2    The Service Provider’s identity (set out above in Clause A) and contact details (as set out below in Clause 11);
2.10.3    The total Price for the Services including taxes or, if the nature of the Services is such that the Price cannot be calculated in advance, the manner in which it will be calculated;
2.10.4    The arrangements for payment, performance and the time by which (or within which) the Service Provider undertakes to perform the Services;
2.10.5    The Service Provider’s complaints handling policy;
2.10.6    Where applicable, details of after-sales services and commercial guarantees (it should be provided in the Service Provider’s invoice or quotation if any);
2.10.7    The duration of the Contract, where applicable [specified in the Service Provider’s Invoice or Quotation if any], or if the Contract is of indeterminate duration or is to be extended automatically, the conditions for terminating the Contract.

3.    Orders
3.1    All Orders for Services made by the Client will be subject to these Terms and Conditions.
3.2    The Client may change the Client’s Order at any time before the Service Provider begin providing the Services by contacting Us. 
3.3    If the Client’s Order is changed, the Service Provider will inform the Client of any change to the Price in writing.
3.4    The Client may cancel the Client’s Order within 24 hours of placing it unless the Service Provider did not begin to perform it. If the Client has already made any payments to the Service Provider under Clause 4 (including, but not limited to the Deposit), subject to sub-Clause 4.7, the payment(s) will be refunded as soon as is reasonably possible, and in any event within 14 Calendar Days of the Service Provider’s acceptance of the Client’s cancellation.  If the Client requests that the Client’s Order be cancelled, the Client must confirm this in writing.  If the Client wishes to cancel the Services after this time period, or once the Service Provider has begun providing the Services, please refer to Clause 10.
3.5    The Service Provider may cancel the Client’s Order at any time before the Service Provider begin providing the Services due to the unavailability of required personnel or materials, or due to the occurrence of an event outside of the Service Provider’s reasonable control.  If such cancellation is necessary, the Service Provider will inform the Client as soon as is reasonably possible.  If the Client has made any payments to the Service Provider under Clause 4 (including, but not limited to the Deposit), the payment(s) will be refunded as soon as is reasonably possible, and in any event within 14 Calendar Days of the Service Provider informing the Client of the cancellation. Cancellations will be confirmed in writing.

4.    Price and Payment
4.1    The fees (“Fees”) for the Services are set out in the quotation and are on a time and material basis. A quotation will often specify a price, or it will be clear about how the price will be calculated (for example, an hourly rate). The Price of the Services will be that shown in the Service Provider’s Price List or Quotation in place at the time of the Client’s Order. The Price of the Services/Goods shall be due in full to the Service Provider in accordance with the terms of the Contract and the Buyer shall not be entitled to exercise any set off lien or any other similar right or claim. If the Price shown in the Client’s Order differs from the Service Provider’s current Price, the Service Provider will inform the Client upon receipt of the Client’s Order.
4.2    If the Service Provider quotes a Special Price which is different to the Price shown in Service Provider’s current Price List, the Special Price will be valid for three (3) days or, if the Special Price is part of an advertised special offer, for the period shown in the advertisement. Orders placed during this period will be accepted at the Special Price.
4.3    The Service Provider’s Prices may change at any time, but these changes will not affect Orders that the Service Provider has already accepted.
4.4    VAT is charged at a standard 20% rate in addition to The Fees. If the rate of VAT changes between the date of the Client’s Order and the date of the Client’s payment, the Service Provider will adjust the rate of VAT that the Client must pay. Changes in VAT will not affect any Prices where the Service Provider has already received payment in full from the Client.
4.5    The time of payment shall be of the essence of the Contract. Before the Service Provider begin providing the Services, the Client will be required to pay a Deposit of 50% of the total Price for the Services.  The due date for payment of the Client’s Deposit will be included in the Order Confirmation (Invoice or Quotation).
4.6    The Client must pay a deposit (“Deposit”) as detailed in the quotation at the time of accepting the quotation.
4.7    If the Client does not pay the Deposit to the Service Provider according to the clause above, the Service Provider can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (Termination)
4.8    The Deposit is non-refundable unless the Service Provider fails to provide the Services and are at fault for such failure (where the failure is not the Service Provider’s fault, no refund will be made).
4.9    In certain circumstances, if the Client’s Order is cancelled, the Client’s Deposit will be refunded in full or in part.  The amount due will be calculated based upon the Price for the Services, the Service Provider’s Price List, and the amount of work (if any) already undertaken by Us.  Please refer to sub-Clauses 3.4 and 3.5 if the Client’s Order is cancelled before the Services begin, or to Clause 10 if the Services are cancelled after they have begun.
4.10    The balance of the Price will be payable on a weekly basis in advance during the provision of the Services or in accordance with conditions specified in the Service Provider’s Invoice or Quotation.
4.11    If the goods produced by the Service Provider in accordance with the Buyer’s order are delivered in instalments’ the Service Provider shall be entitled to invoice each instalment as and when delivery thereof has been made and payment shall be due in respect of each instalment whereof delivery has been made notwithstanding non delivery of other instalments or other default on the part of the Service Provider.  
4.12    If upon the terms applicable to any order the price shall be payable by instalments’ or the Buyer has agreed to take specified quantities of Goods at specified times a default by the Buyer of the payment of any due instalment or the failure to give delivery instructions in respect of any quantity of Goods outstanding shall cause the whole of the balance price to become due forthwith.
4.13    The Service Provider accepts the following methods of payment:
4.13.1    BACS;
4.14    If the Client does not make payment to the Service Provider by the due date as shown in/on Quotation or Invoice the Service Provider may charge the Client with interest on the overdue sum at the rate of 4% per annum above the base lending rate of Lloyds Bank from time to time. 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. The Client must pay any interest due when paying an overdue sum.
4.15    The provisions of sub-Clause 4.14 will not apply if the Client has promptly contacted the Service Provider to dispute an invoice in good faith. No interest will accrue while such a dispute is ongoing.
4.16    The Client must pay the outstanding balance (‘Balance’) in full before arranging collection of finished products/services.
4.17    In addition to the Fees, the Service Provider can recover the following from the Client:
4.17.1.    reasonable incidental expenses including but not limited to, travelling expenses, trims expenses, research expenses, fabric swatch expenses, subsistence, and any associated expenses,
4.17.2.    the cost of services provided by third parties and required by the Service Provider for the performance of the Services, and
4.17.3.    the cost of any materials required for the provision of the Services.
4.18.    The Client must pay the Service Provider for any additional services provided by the Service Provider that are not specified in the quotation in accordance with the Service Provider’s then current, applicable hourly rate in effect at the time of performance or such other rate that may be agreed between us. The provisions of clause 4.17 also apply to these additional services.
4.19.    The Service Provider reserves the right to suspend the Services or not release finished products, materials or any other items provided or produced if the balance is outstanding.

5.    Providing the Services
5.1    As required by law, the Service Provider will provide the Services with reasonable skill and care, consistent with best practices and standards in the Sewing industry, and in accordance with any information provided by the Service Provider about the Services and about the Service Provider on the Service Provider’s website. 
5.2    The Service Provider’s Services will comply with the Quotation or Invoice, including any specification in all material respects, for a reasonable charge. The Service Provider can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and the Service Provider will notify the Client if this is necessary.
5.3    The Service Provider will begin providing the Services on the date confirmed in the Service Provider’s Order Confirmation (Commencement Date).
5.4    The Service Provider will continue providing the Services for an approximate period as shown in the Service Provider’s Invoice or Quotation. The Service Provider will use the Service Provider’s reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of the Service Provider’s obligations. 
5.5    The Service Provider cannot, however, be held responsible for any delays if an event outside of the Service Provider’s control occurs. Please see Clause 9 for events outside of the Service Provider’s control.
5.6    If the Service Provider requires any information or action from the Client in order to provide the Services, the Service Provider will inform the Client of this as soon as is reasonably possible.  
5.7    If the information or action required of the Client under sub-Clause 5.6 is delayed, incomplete or otherwise incorrect, the Service Provider will not be responsible for any delay caused as a result. If additional work is required from the Service Provider to correct or compensate for a mistake made as a result of incomplete or otherwise incorrect information or action on the Client’s part, the Service Provider may charge the Client a reasonable additional sum for that work.
5.8    In certain circumstances, for example where there is a delay in the Client sending the Service Provider information or taking action required under sub-Clause 5.6, the Service Provider may suspend the Services (and will inform the Client of that suspension in writing).
5.9    In certain circumstances, for example where the Service Provider encounters a technical problem, the Service Provider may need to suspend the Services in order to resolve the issue. Unless the issue is an emergency and requires immediate attention, the Service Provider will inform the Client in advance in writing before suspending the Services.
5.10    If the Services are suspended under sub-Clauses 5.8 or 5.9, the Client will not be required to pay for them during the period of suspension.  the Client must, however, pay any invoices that the Client has already received from the Service Provider by their due date(s).
5.11    If the Client does not pay the Service Provider for the Services as required by Clause 4, the Service Provider may suspend the Services until the Client has paid all outstanding sums due. If this happens, the Service Provider will inform the Client in writing. This does not affect the Service Provider’s right to charge the Client interest under sub-Clause 4.15.
5.12    The Service Provider is careful with the Client’s fabric. To provide the accurate service in accordance with the Client’s order, the Service Provider prepares for the Client a sample from another fabric (such as toile) for fitting to confirm that the design, pattern and fabric are chosen correctly and match to each other. 
5.13    Collection of items from the Service Provider’s business premises or premises of a designated third part by the Client or the Client’s business representative must be arranged in advance and the Service Provider shall aim to get the Client’s items ready for collection before the Client arrives.
5.14    Delivery of ready orders, garments, patterns, fabrics, trims or any other items, products and materials can be arranged by the Service Provider on request.
5.15    The Service Provider can at any time assign, transfer, subcontract or deal in any other manner with a logistics courier that offers delivery services to an address specified by the Client or the Client’s company representative. 
5.16    The Service Provider endeavours to use a logistics courier that offers the speed of services that meets the Client’s expectations. However, the Service Provider is not responsible for delivery delays caused by circumstances beyond the Service Provider’s control. A tracking number and the name of the logistics company will be provided where possible after the parcel has been sent out to the specified address. It is the Client’s responsibility to ensure someone is present at the delivery address to sign for the parcel. The Service Provider will sign the Client up for a delivery notifications updates where possible. Delivery fees will be added to the balance due before the ready order can be released unless agreed otherwise in writing. 
5.17    The Service Provider stores fabrics, patterns, trims, labels, ready to ship garments and all other items related to the Client’s order in-house until they are ready to be collected within the agreed time period which may not exceed thirty days after the order has been completed. The Service Provider can at any time ask the Client to collect some of the Client’s items if the Service Provider’s storage facilities are overloaded and if there is no urgent need for storing the Client’s items with the Service Provider for this period of time.
5.18    The Service Provider does not offer storage facilities for fabrics, patterns, trims, labels, ready to ship garments and all other items related to the Client’s order if the order is cancelled by the Client or the Client’s company representative when the Client’s business is no longer trading, the Client changed the Client’s mind about pursuing the Client’s business further or any other cases where the Client initiated the order cancellation for a reason beyond the Service Provider’s control regardless of the stage the order processing is at the time of this notification. (For example, if the Client decides to put manufacturing on hold until the Client obtains further funds for business development or simply decide that clothing line business is not suitable for the Client).
5.19    The Client will be given a date and time to collect the unwanted order within thirty days unless agreed otherwise in writing. Failure to collect may result in the Client’s items being disposed of or, under mutual agreement with the Client or on its own discretion,  the Service Provider may arrange delivery to an address the Service Provider has on the system that relates to the Client’s business or the Client’s business representative. The Client will be invoiced for administrative services and delivery courier fees due on or before the receipt of the fee and service notification.

6.    The Client’s obligations and responsibility
6.1.    The Client shall use all reasonable endeavours to provide all pertinent information to the Service Provider that is necessary for the Service Provider’s provision of the Services.
6.2.    The Client may issue reasonable instructions to the Service Provider in relation to the Service Provider’s provision of the Services. Any such instructions should be compatible with the specification of the Services provided in the Agreement.
6.3.    In the event that the Service Provider requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.  
6.4.    The Client must obtain any permissions, consents, licences or otherwise that the Service Provider needs and must grant the Service Provider the access to any and all relevant information, materials, properties and any other matters which the Service Provider needs to provide the Services. If the Client does not comply with this sub-clause, the Service Provider can terminate the Services.
6.5.    Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with any of the provisions of Clause 6 of the Agreement shall not be the responsibility or fault of the Service Provider.
6.6.    The Client shall indemnify the Service Provider against all costs, claims and damages incurred or threatened arising out of any alleged infringement of patents trademarks or copyright occasioned by the manufacture or sale of the Goods made to the specification or special requirements of the Client.
6.7.    The Client can provide the Service Provider with the Client’s own design, pattern, and fabric to perform the Client’s Order. This is the Client’s responsibility to check correctness of the pattern and features of the fabric. The Service Provider does not carry any responsibilities for the fabric features / properties, and the Service Provider is not liable in the case of incorrectness of the Client’s pattern and the Client’s wrong choice of the fabric. The Service Provider is not liable for any inaccuracy caused by properties of fabric for sewing chosen by the Client without the Service Provider’s consultation. 
6.8.    It is the Client’s responsibility to carefully check the correctness of the pattern and the correct choice of fabric and their correspondence to each other. The Client cannot make any claims to the Service Provider regarding the size or correctness of tailoring according to the pattern after the Client has received the sample and approved it.
6.9.    If the Client provides the Client’s own pattern, the Client is responsible for its correctness and accuracy. The Client cannot submit further any claims regarding the pattern’s accuracy and size. The Service Provider is using the Client’s pattern with accuracy in accordance with the Standards of the Sewing Industry. 
6.10.    The Service Provider can check correctness of the Client’s pattern (and amend it if necessary) under an additional written agreement or order and with an additional payment. 
6.11.    The Service Provider is not liable for any delay or failure to provide the Services if this is caused by the Client’s failure to comply with the provisions of this section.
6.12.    The Client must arrange a collection of the Client’s processed and ready order within 7 days from the date the Client was notified it is ready unless agreed otherwise in writing. Otherwise, the Client can be charged for storing of the Client’s goods in accordance with the Service Provider’s approved Price List.

7.    Confidentiality
7.1    Each Party undertakes that, except as provided by sub-Clause 7.2 of the Agreement or as authorised in writing by the other Party, it shall, at all times during the continuance of the Agreement and for two years after its termination:
7.1.1.    keep confidential all Confidential Information;
7.1.2.    not disclose any Confidential Information to any other party;
7.1.3.    not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;
7.1.4.    not make any copies of, record in any way or part with possession of any Confidential Information; and
7.1.5.    ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 7.1.1 to 7.1.4 of the Agreement.
7.2    Either Party may:
7.2.1.    disclose any Confidential Information to:
7.2.1.1.    any sub-contractor or supplier of that Party;
7.2.1.2.    any governmental or other authority or regulatory body; or
7.2.1.3.    any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;
7.2.1.4.    to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law.  In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 7.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of Clause 7 of the Agreement, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
7.2.1.5.    use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.
7.3.    The provisions of Clause 7 of the Agreement shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.

8.    Liability and indemnity
8.1    The Service Provider’s liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
8.2    The Service Provider’s total liability for any loss or damage caused as a result of its negligence or breach of the Agreement shall be limited to the sum paid by the Client under the Contract.
8.3    In the event that the Service Provider fails to perform the Services with reasonable care and skill it shall carry out any and all necessary remedial action at no additional cost to the Client. 
8.4    The Service Provider shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any instructions given by the Service Provider. 
8.5    Nothing in these Terms and Conditions nor in the Agreement shall limit or exclude the Service Provider’s liability for death or personal injury. 
8.6    Subject to sub-Clause 8.2 of the Agreement the Service Provider shall indemnify the Client against any costs, liability, damages, loss, claims or proceedings arising out of the Service Provider’s breach of the Agreement. 
8.7    The Client shall indemnify the Service Provider against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by the Service Provider) caused by the Client or its agents or employees.
8.8    Neither Party shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control. 
8.9    The Service Provider is not liable (whether caused by its employees, agents or otherwise) in connection with its provision of the Services or the performance of any of its other obligations under these Terms and Conditions or the quotation for:
8.9.1.    any indirect, special or consequential loss, damage, costs, or expenses or;
8.9.2.    any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third-party claims; or
8.9.3.    any failure to perform any of the Service Provider’s obligations if such delay or failure is due to any cause beyond the Service Provider‘s reasonable control; or
8.9.4.    any losses caused directly or indirectly by any failure or the Client’s breach in relation to the Client’s obligations; or
8.9.5.    any losses arising directly or indirectly from the choice of Services and how they will meet the Client’s requirements or the Client’s use of the Services or any goods supplied in connection with the Services.
8.10    The Client must indemnify the Service Provider against all damages, costs, claims and expenses suffered by the Service Provider arising from any loss or damage to any equipment (including that belonging to third parties) caused by the Client or the Client’s agents or employees.
 

9.    Events Outside of Party’s Control (Force Majeure)
9.1    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: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond the reasonable  control of the Party in question.
9.2    If any event described under this Clause 9 occurs that is likely to adversely affect the Service Provider’s performance of any of the Service Provider’s obligations under these Terms and Conditions:
9.2.1    The Service Provider will inform the Client as soon as is reasonably possible;
9.2.2    The Service Provider’s obligations under these Terms and Conditions will be suspended and any time limits that the Service Provider is bound by will be extended accordingly;
9.2.3    The Service Provider will inform the Client when the event outside of the Service Provider’s control is over and provide details of any new dates, times or availability of Services as necessary;
9.2.4    If an event outside of the Service Provider’s control occurs and the Client wishes to cancel the Contract, the Client may do so in accordance with the Client’s right to Cancel under sub-Clause 10.3.3. Any refunds due to the Client as a result of that cancellation will be paid to the Client as soon as is reasonably possible, and in any event within 14 Calendar Days of the Service Provider’s acceptance of the Client’s cancellation notice;
9.2.5    If the event outside of the Service Provider’s control continues for more than three weeks, the Service Provider will cancel the Contract in accordance with the Service Provider’s right to cancel under sub-Clause 10.6.3 and inform the Client of the cancellation. Any refunds due to the Client as a result of that cancellation will be paid to the Client as soon as is reasonably possible, and in any event within 14 Calendar Days of the Service Provider’s cancellation notice.
9.3    In the event that a Party to the Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period to be defined in the Agreement, the other Party may at its discretion terminate the Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of the Agreement.

10.    Cancellation
10.1    If the Client wishes to cancel the Client’s Order for the Services before the Services begin, the Client may do so under sub-Clause 3.4.
10.2    Once the Service Provider has begun providing the Services, the Client is free to cancel the Services and the Contract at any time by giving the Service Provider 3-days written notice.  If the Client has made any payment to the Service Provider for any Services the Service Provider has not yet provided, these sums will be refunded to the Client as soon as is reasonably possible, and in any event within 14 Calendar Days of the Service Provider’s acceptance of the Client’s cancellation. If the Service Provider has provided Services that the Client has not yet paid for, the sums due will be deducted from any refund due to the Client or, if no refund is due, the Service Provider will invoice the Client for those sums and the Client will be required to make payment in accordance with Clause 4.
10.3    If any of the following occur, the Client may cancel the Services and the Contract immediately by giving the Service Provider written notice.  If the Client has made any payment to the Service Provider for any Services the Service Provider has not yet provided, these sums will be refunded to the Client as soon as is reasonably possible, and in any event within 14 Calendar Days of the Service Provider’s acceptance of the Client’s cancellation. If the Service Provider has provided Services that the Client has not yet paid for, the sums due will be deducted from any refund due to the Client or, if no refund is due, the Service Provider will invoice the Client for those sums and the Client will be required to make payment in accordance with Clause 4. If the Client cancel because of the Service Provider’s breach under sub-Clause 10.3.1, the Client will not be required to make any payments to Us. The Client will not be required to give 3-days notice in these circumstances:
10.3.1    The Service Provider has breached the Contract in any material way and have failed to remedy that breach within 3-days of the Client asking the Service Provider to do so in writing; or
10.3.2    The Service Provider enters into liquidation or have an administrator or receiver appointed over the Service Provider’s assets; or
10.3.3    The Service Provider is unable to provide the Services due to an event outside of the Service Provider’s control (as under sub-Clause 9.2.4); or
10.3.4    The Service Provider change these Terms and Conditions to the Client’s material disadvantage.
10.4.    The Service Provider may cancel the Client’s Order for the Services before the Services begin under sub-Clause 3.5.
10.5.    Once the Service Provider has begun providing the Services, the Service Provider may cancel the Services and the Contract at any time by giving the Client 3-days written notice.  If the Client has made any payment to the Service Provider for any Services the Service Provider has not yet provided, these sums will be refunded to the Client as soon as is reasonably possible, and in any event within 14 Calendar Days of the Service Provider’s cancellation notice. If the Service Provider has provided Services that the Client has not yet paid for, the sums due will be deducted from any refund due to the Client or, if no refund is due, the Service Provider will invoice the Client for those sums and the Client will be required to make payment in accordance with Clause 4.
10.6.    If any of the following occur, the Service Provider may cancel the Services and the Contract immediately by giving the Client written notice. If the Client has made any payment to the Service Provider for any Services the Service Provider has not yet provided, these sums will be refunded to the Client as soon as is reasonably possible, and in any event within 14 Calendar Days of the Service Provider’s cancellation notice. If the Service Provider has provided Services that the Client has not yet paid for, the sums due will be deducted from any refund due to the Client or, if no refund is due, the Service Provider will invoice the Client for those sums and the Client will be required to make payment in accordance with Clause 4. The Service Provider will not be required to give 24-hours notice in these circumstances:
10.6.1.    The Client fail to make a payment on time as required under Clause 4 (this does not affect the Service Provider’s right to charge interest on overdue sums under sub-Clause 4.14); or
10.6.2.    The Client has breached the Contract in any material way and have failed to remedy that breach within 3-days of the Service Provider asking the Client to do so in writing; or
10.6.3.    The Service Provider is unable to provide the Services due to an event outside of the Service Provider’s control (for a period longer than that in sub-Clause 9.2.5).
10.6.4.    For the purposes of this Clause 10 (and in particular, sub-Clauses 10.3.1 and 10.6.2) a breach of the Contract will be considered ‘material’ if it is not minimal or trivial in its consequences to the terminating party (i.e. the Client under sub-Clause 10.3.1 and the Service Provider under sub-Clause 10.6.2). In deciding whether or not a breach is material no regard will be had to whether it was caused by any accident, mishap, mistake or misunderstanding.
10.7.    The Service Provider will not issue refunds if the Client:
10.7.1.    knew a finished item would be faulty when the Client ordered it
10.7.2.    damaged an item by trying to repair it (alter it) by the Client or getting someone else to do it
10.7.3.    no longer want an item (eg. because it’s the wrong size the Client ordered, the Client no longer want to pursue the Client’s fashion business or the Client is not happy with the Client’s design)
10.7.4.    ordered a personalised/custom-made item(s) with lack of knowledge about the manufacturing process, quality of the Client’s raw materials that resulted in the finished item being faulty or not as desired. (The Service Provider will endeavour to inform the Client of potential effects of some of the Client’s decisions and the effects they may have on the Client’s finished product prior the start of the Services. However, it is the Client’s responsibility to set out finished product specifications in a clear form, in a timely manner, and ensure the raw materials the Client provides to be used in the provision of the Services are fit for purpose of the finished product).

11.    Communication and Contact Details
11.1    If the Client wishes to contact the Service Provider, the Client may do so by email at alesiar@gmail.com.
11.2    In certain circumstances the Client must contact the Service Provider in writing (when cancelling an Order, for example, or exercising the Client’s right to cancel the Services).  When contacting the Service Provider in writing the Client may use the following methods:
11.2.1    Contact the Service Provider by email at alesiar@gmail.com; or
11.2.2    Contact the Service Provider by pre-paid post at Unit 3 Ground Floor Neville House, Neville Place High Road, London, England, N22 8HX.

12.    Complaints and Feedback
12.1    The Service Provider always welcome feedback from the Service Provider’s customers and, whilst the Service Provider always use all reasonable endeavours to ensure that the Client’s experience as a customer of Ours is a positive one, the Service Provider nevertheless want to hear from the Client if the Client has any cause for complaint.
12.2    All complaints are handled in accordance with the Service Provider’s complaints handling policy and procedure.
12.3    If the Client wishes to complain about any aspect of the Client’s dealings with Us, including, but not limited to, these Terms and Conditions, the Contract, or the Services, please contact the Service Provider in one of the following ways:
12.3.1    In writing, addressed to Alesia Rolik at Unit 3 Ground Floor Neville House, Neville Place High Road, London, England, N22 8HX;
12.3.2    By email, addressed to Alesia Rolik at alesiar@gmail.com;
12.4    The Client cannot make a claim where:
12.4.1.    despite the service being carried out with reasonable care and skill, it does not achieve the Client’s desired outcome, unless that outcome has been agreed first;
12.4.2.    The Client or the Client’s representative is responsible for things going wrong;
12.4.3.    against the Service Provider’s advice, the Client ask the Service Provider to use inappropriate materials or methods or to take shortcuts to save money, to use methods that the Client think will work, and, as result, these materials, methods or shortcuts gave a disappointing result;
12.4.4.    The Client simply change the Client’s mind about wanting the goods or services, unless the contract allows the Client to do so through a cooling-off period or right to cancel;
12.4.5.    faults that appear as a result of fair wear and tear.

13.    Data Protection
13.1    In this Clause 12 and in the Agreement, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”).
13.2    The Service Provider collects the Client’s personal data such as contact numbers, email addresses, billing and shipping addresses and other contact details for communication and order processing purposes.
13.3    The Service Provider may use the Client’s email address for periodic communication and marketing purposes provided by the Service Provider’s Marketing Team
13.4    The Client may unsubscribe from all email communications with us by clicking the ‘unsubscribe’ button in the email you receive from the Service Provider’s Marketing Team.
13.5    The Service Provider does not share or sell the Client’s designs, ideas and other types of data relating to the Client’s business ideas and collections to third parties.

14.    Intellectual property and imagery
14.1.    The Service Provider reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services.
14.2.    The Service Provider reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property right.
14.3.    Some images on this website belong to Us, others to their respective brands and owners with reference made to images owners where possible. Images are used for illustration and reference purposes only and cannot be deemed as a final product the Client expect to buy.
14.4.    Images used on this website cannot be reproduced without reasonable reference to the Service Provider or without the Service Provider’s or image owners’ written consent.

15.    Other Important Terms
15.1.    The Service Provider may transfer (assign) the Service Provider’s obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if the Service Provider sells its business). If this occurs, the Client will be informed by the Service Provider in writing. The Client’s rights under these Terms and Conditions will not be affected and the Service Provider’s obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.
15.2.    The Client may not transfer (assign) the Client’s obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without the Service Provider’s express written permission.
15.3.    The Contract is between the Client and the Service Provider. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
15.4.    If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions.  The remainder of these Terms and Conditions shall be valid and enforceable.
15.5.    No failure or delay by the Service Provider in exercising any of the Service Provider’s rights under these Terms and Conditions means that the Service Provider has waived that right, and no waiver by the Service Provider of a breach of any provision of these Terms and Conditions means that the Service Provider will waive any subsequent breach of the same or any other provision.
15.6.    The Service Provider can act as an Agent and introduce the Client to a similar service provider due to the Service Provider’s work overload. In this case, the Service Provider will notify the Client and the Client would enter in a direct Contract with the suggested new Service Provider and make a payment for their services directly to them (if the Client agreed with such transfer). All liabilities after such transfer will be on the new Service Provider. 
15.7.    The Service Provider can hire a third-party to perform the Client’s order. If the Client’s payment was made directly to us, the Service Provider will be responsible for the performance of the Client’s order and carry all liabilities.
15.8.    Subject to any provisions to the contrary each Party shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Agreement.
15.9.    Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.
15.10.    All requests for NDA agreements should be placed in writing with the draft NDA signed by the Client or the Client’s legal representative.
15.11.    The Service Provider reserves the right to produce and share imagery and case studies about its Services before/during/after/in action for marketing and communication purposes, for the purpose of advertising its Services to other clients be it online, in person, print, TV or any other types of marketing channels ( including those behind the scenes, during the process, finished products and processes). The Service Provider endeavours to link to the owner of the product where possible.

16.    Term & Termination
16.1.    The Agreement shall come into force on the agreed Commencement Date and shall continue for a defined Term from that date, subject to the provisions of Clause 16 of the Agreement.
16.2.    Either Party shall have the right, subject to the agreement and consent of the other Party and exercisable by giving not less than 3-days written notice to the other at any time prior to the expiry of the Term specified in Clause 10 of the Agreement (or any further period for which the Agreement is extended) to extend the Agreement for a further period of 7-days.
16.3.    Either Party may terminate the Agreement by giving to the other not less than 3-days written notice as specified in clause 10.
16.4.    Either Party may immediately terminate the Agreement by giving written notice to the other Party if:
16.4.1.    any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within seven Business Days of the due date for payment;
16.4.2.    the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within seven Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
16.4.3.    an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
16.4.4.    the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
16.4.5.    the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);
16.4.6.    anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
16.4.7.    the other Party ceases, or threatens to cease, to carry on business; or
16.4.8.    control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement.  For the purposes of Clause 9, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
16.5.    For the purposes of sub-Clause 9.4.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
16.6.    The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

17.    Severance
17.1.    If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

18.    Notices
18.1.     All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
18.2.    Notices shall be deemed to have been duly served:
18.2.1.    when delivered if delivered by a courier or other messengers (including registered mail, electronic mail if the recipient party agreed in writing for the service via email) during the normal business hours of the recipient;
18.2.2.    when sent, if transmitted by fax or email (complying with the condition of sub-clause 18.2.1) and a successful transmission report or return receipt is generated;
18.2.3.    on the fifth business day following mailing, if mailed by national ordinary mail; or
18.2.4.    on the tenth business day following mailing, if mailed by airmail.
18.3.    All notices under these Terms and Conditions must be addressed to the most recent address, email address notified to the other party.

19.    No waiver
19.1.    No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop the further exercise of any other right, or remedy.

20.    Governing Law and Jurisdiction
20.1.    These Terms and Conditions, the Contract, and the relationship between the Client and the Service Provider (whether contractual or otherwise) shall be governed by and construed in accordance with the law of England & Wales.
20.2.    Any dispute, controversy, proceedings or claim between the Client and the Service Provider relating to these Terms and Conditions, the Contract, or the relationship between the Client and the Service Provider (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by the Defendant Party’s location.

STANDARD SERVICE TERMS AND CONDITIONS IF YOU ARE A CONSUMER

BACKGROUND: 

A.    These Terms and Conditions are the standard terms for the provision of services by London Sewing Services Ltd a Private Limited Company registered in England under number 09223371, whose registered address is Unit 3 Ground Floor Neville House, Neville Place High Road, London, England, N22 8HX.
B.    You are deemed to have accepted these Terms and Conditions when you placed your order and these Terms and Conditions, your order and our quotation or invoice are the entire agreement between us.
C.    You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf unless this is not included in our invoice or quotation.
D.    These Conditions apply to the Contract to the exclusion of any other terms that you assume or try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
  
1.    Definitions and Interpretation 
In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
1.1.    “Business Day” means any day other than a Saturday, Sunday or Bank Holiday;
1.2.    “Calendar Day” means any day of the year;
1.3.    “Deposit” means an advance payment made to Us under sub-Clause 4.7;
1.4.    “Month” means a calendar month;
1.5.    “Price” means the price payable for the Services or Goods, excluding carriage, packing, insurance and VAT.
1.6.    “Services” means the services which are to be provided by Us to you as specified in your Order (and confirmed in Our Order Confirmation);
1.7.    “Goods” means any articles, any tangible moveable items that the Buyer agrees to buy from the Seller.
1.8.    “Special Price” means a special offer price payable for Services which We may offer from time to time;
1.9.    “Order” means your order for the Services by any way;
1.10.    “Order Confirmation” means Our acceptance and confirmation of your Order as described in Clause 2;
1.11.    “We/Us/Our/ the Seller” means London Sewing Services Ltd a Private Limited Company registered in England under number 09223371, whose registered address is Unit 3 Ground Floor Neville House, Neville Place High Road, London, England, N22 8HX.
1.12.    “Buyer” means the person, firm or company with whom the contract is made by the Seller whether directly or indirectly through an agent or factor who is acting for or instructed by or whose actions are ratified by such person, firm or company.
1.13.    “Delivery Date” means the date specified by the Seller when the Goods/services are to be delivered.
1.14.    “Seller’s Premises” means the premises mentioned in the Seller’s quotation or other contractual document or if not so mentioned means the Seller’s office as appearing on the Seller’s business writings or correspondence.
1.15.    “Trader” means a person acting for purposes relating to that person’s trade, business, craft or profession, whether acting personally or through another person acting in the trader’s name or on the trader’s behalf.
1.16.    “Consumer” means an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession. A person is not a consumer in relation to a sales contract if he/she ordered two or more copies of a sewing product.
1.17.    “Business” includes the activities of sole trader, partnership, company, or other entity and any government department or local or public authority.
1.18.    “The Contract” means the Sellers’ quotation for the sale or supply of the goods/ services and any document referred to therein these Standard Service Terms and Conditions, the Buyer’s order for the goods or services and the Seller’s acknowledgment thereof and if there shall be any inconsistency between the documents comprising of the Contract they shall have precedence in the order herein listed.
1.19.    Each reference in these Terms and Conditions to “writing” and any similar expression includes electronic communications whether sent by e-mail, text message, fax or other means.

2.    The Contract
2.1    These Terms and Conditions govern the sale and provision of Services by Us and will form the basis of the Contract between Us and you. Before submitting an Order, please ensure that you have read these Terms and Conditions carefully. If you are unsure about any part of these Terms and Conditions, please ask Us for clarification.
2.2    Nothing provided by Us including, but not limited to, sales and marketing literature, price lists and other documents constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer that We may, at our discretion, accept.
2.3    A legally binding contract between Us and you will be created upon our acceptance of your Order, indicated by Our Order Confirmation (which can be expressed by issuance of Quotation or Invoice). 
2.4    We shall ensure that the following is given or made available to you prior to the formation of the Contract between Us and you, save for where such information is already apparent from the context of the transaction or from the content of our website:
2.4.1    The main characteristics of the Services;
2.4.2    Our identity (set out above in Clause A) and contact details (as set out below in Clause 11);
2.4.3    The total Price for the Services including taxes or, if the nature of the Services is such that the Price cannot be calculated in advance, the manner in which it will be calculated;
2.4.4    The arrangements for payment, performance and the time by which (or within which) We undertake to perform the Services;
2.4.5    Our complaints handling policy;
2.4.6    Where applicable, details of after-sales services and commercial guarantees (it should be provided in our invoice or quotation if any);
2.4.7    The duration of the Contract, where applicable [specified in our Invoice or Quotation if any], or if the Contract is of indeterminate duration or is to be extended automatically, the conditions for terminating the Contract.

3.    Orders
3.1    All Orders for Services made by you will be subject to these Terms and Conditions.
3.2    You may change your Order at any time before We begin providing the Services by contacting Us. 
3.3    If your Order is changed, We will inform you of any change to the Price in writing.
3.4    You may cancel your Order within 24 hours of placing it unless we did not begin to perform it.  If you have already made any payments to Us under Clause 4 (including, but not limited to the Deposit), subject to sub-Clause 4.7, the payment(s) will be refunded as soon as is reasonably possible, and in any event within 14 Calendar Days of Our acceptance of your cancellation. If you request that your Order be cancelled, you must confirm this in writing. If you wish to cancel the Services after this time period, or once We have begun providing the Services, please refer to Clause 10.
3.5    We may cancel your Order at any time before We begin providing the Services due to the unavailability of required personnel or materials, or due to the occurrence of an event outside of Our reasonable control. If such cancellation is necessary, We will inform you as soon as is reasonably possible. If you have made any payments to Us under Clause 4 (including, but not limited to the Deposit), the payment(s) will be refunded as soon as is reasonably possible, and in any event within 14 Calendar Days of Us informing you of the cancellation. Cancellations will be confirmed in writing.

4.    Price and Payment
4.1    The fees (“Fees”) for the Services are set out in the quotation and are on a time and material basis. A quotation will often specify a price, or it will be clear about how the price will be calculated (for example, an hourly rate). The Price of the Services will be that shown in Our Price List or Quotation in place at the time of your Order. The Price of the Services/Goods shall be due in full to the Seller in accordance with the terms of the Contract and the Buyer shall not be entitled to exercise any set off lien or any other similar right or claim. If the Price shown in your Order differs from Our current Price, We will inform you upon receipt of your Order.
4.2    If We quote a Special Price which is different to the Price shown in Our current Price List, the Special Price will be valid for three (3) days or, if the Special Price is part of an advertised special offer, for the period shown in the advertisement. Orders placed during this period will be accepted at the Special Price.
4.3    Our Prices may change at any time, but these changes will not affect Orders that We have already accepted.
4.4    All Prices include VAT. If the rate of VAT changes between the date of your Order and the date of your payment, We will adjust the rate of VAT that you must pay. Changes in VAT will not affect any Prices where We have already received payment in full from you.
4.5    The time of payment shall be of the essence of the Contract. Before We begin providing the Services, you will be required to pay a Deposit of 50% of the total Price for the Services. The due date for payment of your Deposit will be included in the Order Confirmation (Invoice or Quotation).
4.6    You must pay a deposit (“Deposit”) as detailed in the quotation at the time of accepting the quotation.
4.7    If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (Termination)
4.8    The Deposit is non-refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made).
4.9    In certain circumstances, if your Order is cancelled, your Deposit will be refunded in full or in part. The amount due will be calculated based upon the Price for the Services, Our Price List, and the amount of work (if any) already undertaken by Us. Please refer to sub-Clauses 3.4 and 3.5 if your Order is cancelled before the Services begin, or to Clause 10 if the Services are cancelled after they have begun.
4.10    The balance of the Price will be payable on a weekly basis in advance during the provision of the Services or in accordance with conditions specified in our Invoice or Quotation.
4.11    If the goods produced by the Seller in accordance with the Buyer’s order are delivered in instalments’ the Seller shall be entitled to invoice each instalment as and when delivery thereof has been made and payment shall be due in respect of each instalment whereof delivery has been made notwithstanding non delivery of other instalments or other default on the part of the Seller. 
4.12    If upon the terms applicable to any order the price shall be payable by instalments’ or the Buyer has agreed to take specified quantities of Goods at specified times a default by the Buyer of the payment of any due instalment or the failure to give delivery instructions in respect of any quantity of Goods outstanding shall cause the whole of the balance price to become due forthwith.
4.13    We accept the following methods of payment:
4.13.1    BACS;
4.14    If you do not make payment to Us by the due date as shown in/on Quotation or Invoice We may charge you interest on the overdue sum at the rate of 4% per annum above the base lending rate of Lloyds Bank from time to time.  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.  You must pay any interest due when paying an overdue sum.
4.15    The provisions of sub-Clause 4.14 will not apply if you have promptly contacted Us to dispute an invoice in good faith.  No interest will accrue while such a dispute is ongoing.
4.16    You must pay the outstanding balance (‘Balance’) in full before arranging collection of finished products/services.
4.17    In addition to the Fees, we can recover the following from you:
4.17.1.    reasonable incidental expenses including but not limited to, travelling expenses, trims expenses, research expenses, fabric swatch expenses, subsistence, and any associated expenses,
4.17.2.    the cost of services provided by third parties and required by us for the performance of the Services, and
4.17.3.    the cost of any materials required for the provision of the Services.
4.18.    You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate that may be agreed between us. The provisions of clause 4.17 also apply to these additional services.
4.19.    We reserve the right to suspend the Services or not release finished products, materials or any other items provided or produced if the balance is outstanding.

5.    Providing the Services
5.1    As required by law, We will provide the Services with reasonable skill and care, consistent with best practices and standards in the Sewing industry, and in accordance with any information provided by Us about the Services and about Us on our website. 
5.2    Our Services will comply with the Quotation or Invoice, including any specification in all material respects, for a reasonable charge. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
5.3    We will begin providing the Services on the date confirmed in Our Order Confirmation.
5.4    We will continue providing the Services for an approximate period as shown in our Invoice or Quotation. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations. 
5.5    We cannot, however, be held responsible for any delays if an event outside of Our control occurs. Please see Clause 9 for events outside of Our control.
5.6    If We require any information or action from you in order to provide the Services, We will inform you of this as soon as is reasonably possible.  
5.7    If the information or action required of you under sub-Clause 5.6 is delayed, incomplete or otherwise incorrect, We will not be responsible for any delay caused as a result. If additional work is required from Us to correct or compensate for a mistake made as a result of incomplete or otherwise incorrect information or action on your part, We may charge you a reasonable additional sum for that work.
5.8    In certain circumstances, for example where there is a delay in you sending Us information or taking action required under sub-Clause 5.6, We may suspend the Services (and will inform you of that suspension in writing).
5.9    In certain circumstances, for example where We encounter a technical problem, We may need to suspend the Services in order to resolve the issue.  Unless the issue is an emergency and requires immediate attention, We will inform you in advance in writing before suspending the Services.
5.10    If the Services are suspended under sub-Clauses 5.8 or 5.9, you will not be required to pay for them during the period of suspension. You must, however, pay any invoices that you have already received from Us by their due date(s).
5.11    If you do not pay Us for the Services as required by Clause 4, We may suspend the Services until you have paid all outstanding sums due. If this happens, We will inform you in writing. This does not affect Our right to charge you interest under sub-Clause 4.15.
5.12    We are careful with your fabric. To provide the accurate service in accordance with your order, we prepare for you a sample from another fabric (such as toile) for fitting to confirm that the design, pattern and fabric are chosen correctly and match to each other. 
5.13    Collection of items from our business premises or premises of a designated third part by you or your business representative must be arranged in advance and we shall aim to get your items ready for collection before you arrive.
5.14    Delivery of ready orders, garments, patterns, fabrics, trims or any other items, products and materials can be arranged by us on request.
5.15    We can at any time assign, transfer, subcontract or deal in any other manner with a logistics courier that offers delivery services to an address specified by you or your company representative. 
5.16    We endeavour to use a logistics courier that offers the speed of services that meets your expectations. However, we are not responsible for delivery delays caused by circumstances beyond our control. A tracking number and the name of the logistics company will be provided where possible after the parcel has been sent out to the specified address. It is your responsibility to ensure someone is present at the delivery address to sign for the parcel. We will sign you up for a delivery notifications updates where possible. Delivery fees will be added to the balance due before the ready order can be released unless agreed otherwise in writing. 
5.17    We store fabrics, patterns, trims, labels, ready to ship garments and all other items related to your order in-house until they are ready to be collected within the agreed time period which may not exceed thirty days after the order has been completed. We can at any time ask you to collect some of your items if our storage facilities are overloaded and if there is no urgent need for storing your items with us for this period of time.
5.18    You will be given a date and time to collect the unwanted order within thirty days unless agreed otherwise in writing. Failure to collect may result in your items being disposed of.

6.    Your obligations and responsibility
6.1.    You must obtain any permissions, consents, licences or otherwise that we need and must grant us the access to any and all relevant information, materials, properties and any other matters which we need to provide the Services. If you do not comply with this sub-clause, we can terminate the Services.
6.2.    The Buyer shall indemnify the Seller against all costs, claims and damages incurred or threatened arising out of any alleged infringement of patents trademarks or copyright occasioned by the manufacture or sale of the Goods made to the specification or special requirements of the Buyer.
6.3.    You can provide us with your own design, pattern, and fabric to perform your Order. This is your responsibility to check correctness of the pattern and features of the fabric. We do not carry any responsibilities for the fabric features / properties, and we are not liable in the case of incorrectness of your pattern and your wrong choice of the fabric. We are not liable for any inaccuracy caused by properties of fabric for sewing chosen by yourself without our consultation. 
6.4.    It is your responsibility to carefully check the correctness of the pattern and the correct choice of fabric and their correspondence to each other. You cannot make any claims to us regarding the size or correctness of tailoring according to the pattern after you have received the sample and approved it.
6.5.    If you provide your own pattern, you are responsible for its correctness and accuracy. You cannot submit further any claims regarding the pattern’s accuracy and size. We are using your pattern with accuracy in accordance with the Standards of the Sewing Industry. 
6.6.    We can check correctness of your pattern (and amend it if necessary) under an additional written agreement or order and with an additional payment. 
6.7.    We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section.
6.8.    You must arrange a collection of your processed and ready order within 7 days from the date you were notified it is ready unless agreed otherwise in writing. Otherwise, you can be charged for storing of your goods in accordance with our approved Price List.

7.    Problems with the Services and Your Legal Rights if you are a consumer.
7.1    We always use reasonable efforts to ensure that Our provision of the Services is trouble-free. If, however, there is a problem with the Services We request that you inform Us as soon as is reasonably possible.
7.2    We will use reasonable efforts to remedy problems with the Services as quickly as is reasonably possible and practical.
7.3    We will not charge you for remedying problems under this Clause 7 where the problems have been caused by Us, any of our agents or employees or sub-contractors or where nobody is at fault. If We determine that a problem has been caused by incorrect or incomplete information or action provided or taken by you, sub-Clause 5.6 will apply and We may charge you for remedial work.
7.4    As a consumer, you have certain legal rights with respect to the purchase of services. For full details of your legal rights and guidance on exercising them, it is recommended that you contact your local Citizens Advice Bureau or Trading Standards Office. If We do not perform the Services with reasonable skill and care, you have the right to request repeat performance or, if that is not possible or done within a reasonable time without inconvenience to you, you have the right to a reduction in price. If the Services are not performed in line with information that We have provided about them, you also have the right to request repeat performance or, if that is not possible or done within a reasonable time without inconvenience to you (or if Our breach concerns information about Us that does not relate to the performance of the Services), you have the right to a reduction in price. If for any reason We are required to repeat the Services in accordance with your legal rights, We will not charge you for the same and We will bear any and all costs of such repeat performance. In cases where a price reduction applies, this may be any sum up to the full Price and, where you have already made payment(s) to Us, may result in a full or partial refund. Any such refunds will be issued without undue delay (and in any event within 14 calendar days starting on the date on which We agree that you are entitled to the refund) and made via the same payment method originally used by you unless you request an alternative method. In addition to your legal rights relating directly to the Services, You also have remedies if We use materials that are faulty or incorrectly described.

8.    Our Liability 
8.1    We will be responsible for any foreseeable loss or damage that you may suffer as a result of Our breach of these Terms and Conditions or as a result of Our negligence (including that of Our employees, agents or sub-contractors). Loss or damage is foreseeable if it is an obvious consequence of the breach or negligence or if it is contemplated by you and Us when the Contract is created.  We will not be responsible for any loss or damage that is not foreseeable.
8.2    We provide Services for domestic and private use (or purposes). We make no warranty or representation that the Services are fit for commercial, business, or industrial purposes of any kind. By making your Order, you agree that you will not use the Services for such purposes. We will not be liable to you for any loss of profit, loss of business, interruption to business or for any loss of business opportunity.
8.3    Nothing in these Terms and Conditions seeks to exclude or limit Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.
8.4    Nothing in these Terms and Conditions seeks to exclude or limit Our liability for failing to perform the Services with reasonable care and skill or in accordance with information provided by Us about the Services or about Us.
8.5    Nothing in these Terms and Conditions seeks to exclude or limit Your legal rights as a consumer.  For more details of Your legal rights, please refer to Your local Citizens Advice Bureau or Trading Standards Office.

9.    Events Outside of Our Control (Force Majeure)
9.1    We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.
9.2    If any event described under this Clause 9 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms and Conditions:
9.2.1    We will inform you as soon as is reasonably possible;
9.2.2    Our obligations under these Terms and Conditions will be suspended and any time limits that We are bound by will be extended accordingly;
9.2.3    We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Services as necessary;
9.2.4    If an event outside of Our control occurs and you wish to cancel the Contract, you may do so in accordance with your right to Cancel under sub-Clause 10.3.3.  Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our acceptance of your cancellation notice;
9.2.5    If the event outside of Our control continues for more than three weeks, We will cancel the Contract in accordance with Our right to cancel under sub-Clause 10.6.3 and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our cancellation notice.

10.    Cancellation
10.1    If you wish to cancel your Order for the Services before the Services begin, you may do so under sub-Clause 3.4.
10.2    Once We have begun providing the Services, you are free to cancel the Services and the Contract at any time by giving Us 24-hours written notice. If you have made any payment to Us for any Services We have not yet provided, these sums will be refunded to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our acceptance of your cancellation. If We have provided Services that you have not yet paid for, the sums due will be deducted from any refund due to you or, if no refund is due, We will invoice you for those sums and you will be required to make payment in accordance with Clause 4.
10.3    If any of the following occur, you may cancel the Services and the Contract immediately by giving Us written notice. If you have made any payment to Us for any Services We have not yet provided, these sums will be refunded to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our acceptance of your cancellation. If We have provided Services that you have not yet paid for, the sums due will be deducted from any refund due to you or, if no refund is due, We will invoice you for those sums and you will be required to make payment in accordance with Clause 4. If you cancel because of Our breach under sub-Clause 10.3.1, you will not be required to make any payments to Us. You will not be required to give 24-hours notice in these circumstances:
10.3.1    We have breached the Contract in any material way and have failed to remedy that breach within 24 hours of you asking Us to do so in writing; or
10.3.2    We enter into liquidation or have an administrator or receiver appointed over Our assets; or
10.3.3    We are unable to provide the Services due to an event outside of Our control (as under sub-Clause 9.2.4); or
10.3.4    We change these Terms and Conditions to your material disadvantage.
10.4.    We may cancel your Order for the Services before the Services begin under sub-Clause 3.5.
10.5.    Once We have begun providing the Services, We may cancel the Services and the Contract at any time by giving you 24-hours written notice. If you have made any payment to Us for any Services We have not yet provided, these sums will be refunded to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our cancellation notice. If We have provided Services that you have not yet paid for, the sums due will be deducted from any refund due to you or, if no refund is due, We will invoice you for those sums and you will be required to make payment in accordance with Clause 4.
10.6.    If any of the following occur, We may cancel the Services and the Contract immediately by giving you written notice. If you have made any payment to Us for any Services We have not yet provided, these sums will be refunded to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our cancellation notice. If We have provided Services that you have not yet paid for, the sums due will be deducted from any refund due to you or, if no refund is due, We will invoice you for those sums and you will be required to make payment in accordance with Clause 4. We will not be required to give 24-hours notice in these circumstances:
10.6.1.    You fail to make a payment on time as required under Clause 4 (this does not affect our right to charge interest on overdue sums under sub-Clause 4.14); or
10.6.2.    You have breached the Contract in any material way and have failed to remedy that breach within 3-days of Us asking you to do so in writing; or
10.6.3.    We are unable to provide the Services due to an event outside of Our control (for a period longer than that in sub-Clause 9.2.5).
10.6.4.    For the purposes of this Clause 10 (and in particular, sub-Clauses 10.3.1 and 10.6.2) a breach of the Contract will be considered ‘material’ if it is not minimal or trivial in its consequences to the terminating party (i.e. you under sub-Clause 10.3.1 and Us under sub-Clause 10.6.2). In deciding whether or not a breach is material no regard will be had to whether it was caused by any accident, mishap, mistake or misunderstanding.
10.7.    We will not issue refunds if you:
10.7.1.    knew a finished item would be faulty when you ordered it
10.7.2.    damaged an item by trying to repair it (alter it) yourself or getting someone else to do it
10.7.3.    no longer want an item (eg. because it’s the wrong size you ordered, you no longer want to pursue your fashion business or you are not happy with your design)
10.7.4.    ordered a personalised/custom-made item(s) with lack of knowledge about the manufacturing process, quality of your raw materials that resulted in the finished item being faulty or not as desired. (We will endeavour to inform you of potential effects of some of your decisions and the effects they may have on your finished product prior the start of the Services. However, it is your responsibility to set out finished product specifications in a clear form, in a timely manner, and ensure the raw materials you provide to be used in the provision of the Services are fit for purpose of the finished product).

11.    Communication and Contact Details
11.1    If you wish to contact Us, you may do so by email at alesiar@gmail.com.
11.2    In certain circumstances you must contact Us in writing (when cancelling an Order, for example, or exercising your right to cancel the Services). When contacting Us in writing you may use the following methods:
11.2.1    Contact Us by email at alesiar@gmail.com; or
11.2.2    Contact Us by pre-paid post at Unit 3 Ground Floor Neville House, Neville Place High Road, London, England, N22 8HX.

12.    Complaints and Feedback
12.1    We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.
12.2    All complaints are handled in accordance with Our complaints handling policy and procedure.
12.3    If you wish to complain about any aspect of your dealings with Us, including, but not limited to, these Terms and Conditions, the Contract, or the Services, please contact Us in one of the following ways:
12.3.1    In writing, addressed to Alesia Rolik at Unit 3 Ground Floor Neville House, Neville Place High Road, London, England, N22 8HX;
12.3.2    By email, addressed to Alesia Rolik at alesiar@gmail.com;
12.4    You cannot make a claim where:
12.4.1.    despite the service being carried out with reasonable care and skill, it does not achieve your desired outcome, unless that outcome has been agreed first;
12.4.2.    you or your representative is responsible for things going wrong;
12.4.3.    against our advice, you ask us to use inappropriate materials or methods or to take shortcuts to save money, to use methods that you think will work, and, as result, these materials, methods or shortcuts gave a disappointing result;
12.4.4.    you simply change your mind about wanting the goods or services, unless the contract allows you to do so through a cooling-off period or right to cancel;
12.4.5.    faults that appear as a result of fair wear and tear.

13.    How We Use Your Personal Information (Data Protection)
13.1    All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and your rights under the GDPR.
13.2    For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Notice.


14.    Intellectual property and imagery
14.1.    We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services.
14.2.    We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property right.
14.3.    Some images on this website belong to Us, others to their respective brands and owners with reference made to images owners where possible. Images are used for illustration and reference purposes only and cannot be deemed as a final product you expect to buy.
14.4.    Images used on this website cannot be reproduced without reasonable reference to us or without Our or image owners’ written consent.

15.    Other Important Terms
15.1.    We may transfer (assign) Our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms and Conditions will not be affected and Our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.
15.2.    You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without Our express written permission.
15.3.    The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
15.4.    If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.
15.5.    No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.
15.6.    It is possible that We can act as an Agent and introduce you to similar Service Provider due to our work overload. In this case, we will notify you and you would enter in a direct Contract with the suggested Service Provider and make a payment for their services directly to them (if you agreed with such transfer). All liabilities after such transfer will be on the new Service Provider. 
15.7.    It is possible that We can hire a third-party to perform your order. If your payment was made directly to us, we will be responsible for the performance of your order and carry all liabilities.

16.    Severance
16.1.    If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

17.    Governing Law and Jurisdiction
17.1.    These Terms and Conditions, the Contract, and the relationship between you and Us (whether contractual or otherwise) shall be governed by and construed in accordance with the law of England & Wales.
17.2.    As a consumer, you will benefit from any mandatory provisions of the law in your country of residence. Nothing in Sub-Clause 16.1 above takes away or reduces your rights as a consumer to rely on those provisions.
17.3.    Any dispute, controversy, proceedings or claim between you and Us relating to these Terms and Conditions, the Contract, or the relationship between you and Us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.