1. Definitions

Seller means Curious Pencil Ltd of Birmingham, UK.
Buyer means the person who buys or agrees to buy the goods, projects or services from the Seller.
Conditions the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.
Projects the creative artwork produced by the Seller for the Buyer.
Goods the items which the Buyer agrees to buy from the Seller.
Price the price for the Goods and/or Project, including any disclosed VAT and any carriage, packaging and insurance costs.
Force Majeure Event has the meaning set out in clause 11.
Schedule greeting cards and promotional goods.

2. Conditions

2.1 These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.

2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions.   

2.3 If the Buyer has proceeded to use the Seller’s services or makes any initial payment, the Buyer, in turn, agrees to be bound by the terms and conditions contained in this document. Acceptance of the Goods and/or Projects shall also be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.

2.4 These Conditions may not be varied except by the written agreement of Mrs Simone Smith Director of Curious Pencil Ltd. 

2.5 These Conditions represent the whole of the agreement between the Seller and the Buyer.  They supersede any other conditions previously issued.

3. Price

3.1 The Price shall be quoted or estimated on the Seller’s confirmation of order. By accepting to proceed with the estimate or quotation, the Buyer is agreeing to the Terms & Conditions set out herein. 

3.2 All bespoke quotes are valid for 30 days; however, any further additional requests or changes, at the discretion of the Seller, may invalidate the original quote.

3.3 If circumstances change with regards to the Goods and/or Projects or any circumstance affecting the Seller’s ability to complete the project for the cost estimate or quote, the Buyer will be notified of the additional cost. 

4. Payment and Interest

4.1 Deposit of the Price at the Seller’s discretion is to be paid upfront before work can proceed unless otherwise stated or agreed by the Seller. The Buyer will be notified of this amount.

4.2 Remaining payment of the Price shall be due at the Seller’s discretion, whereby the Buyer will be notified. Remaining payment must be paid within [30] days of the date of the Seller’s invoice/request.  Unless otherwise stated or agreed by the Seller.

4.3 Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of [8%] per annum above the Bank of England base rate from time to time in force.  Such interest shall accrue after as well as before any judgment.

4.4 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.

4.5 The Seller reserves the right to suspend Goods, Projects and services in the event of non-payment within the specified terms outlined in section 3 and 4. 

5a. Goods

5a.1 The Goods are described in the schedule. 

5a.2 The Seller reserves the right to amend or change the specification of the Goods if required by any applicable statutory or regulatory requirements.

5b. Projects

5b.1 The nature of Curious Pencil Ltd is built on creativity, by the Buyer using the Sellers services, the Buyer agrees for the Seller to have full creative license on designs. If the Buyer has specific requests for the artwork we are producing for the Buyer, for example, colour or design, the Buyer will need to mention this in advance before we develop the artwork. 

5b. 2 If the Buyer requests an illustration of a particular image or person, please note that all designs are subject to creative license and although the illustrations aim to fulfil the look of a particular image and likeness, we cannot guarantee an exact replica. 

5b.3 Every effort will be made to obtain the best possible match in colour, style, image or texture, but because of the nature of the processes involved, the Seller cannot guarantee an exact match for the Buyer’s request. 

5b.4 Where we are designing artwork as part of the Buyer’s order, we will issue a proof for the Buyer’s approval in advance of production. It is the Buyer’s responsibility to check that every detail of the proof is to the Buyer’s satisfaction, prior to giving the Seller approval to proceed.

5b.5 If the Seller has provided the Buyer with a proof; the Buyer’s acceptance to proceed confirms that the Buyer agrees to the design and contents of the printed document as depicted on the proof. By the Buyer stating that they agree, the Buyer absolves the Seller of all liability for any errors, omissions or discrepancies, which may be present on the proof. 

5b.5 The Buyer is entitled to make 4 minor amendments free of cost, further or major amendments may be subject to an additional cost at the discretion of the Seller. This is based on the extra time needed to complete the changes, the Buyer will be notified of any additional cost.

5b.6 Once the Buyer has accepted the proof verbally or in writing and if the Seller has progressed with the production of the Goods or any other product, the Buyer is not then able to make any changes to the final product, nor is the Buyer able to hold the Seller responsible for anything the Buyer is unhappy with. By agreeing to these terms and conditions the Buyer revokes their right to take any kind of action against the Seller for any aspect of the work with which the Buyer is later dissatisfied with. By agreeing to these terms and conditions means as long as the Good’s are consistent with the proof based on discrepancies discussed, the Buyer must pay in full for the work.

5b.7 If the Buyer would like a reprint due to any errors, omissions or discrepancies, that were present on the agreed proof, any additional costs as a result of late changes will be passed onto the Buyer as part of the total charge. 

5b.8 Where the Buyer has ordered bespoke Projects and/or Goods, once the design process has begun and/or product has been printed the Buyer may not be able to cancel for a full refund, a partial refund will be at the discretion of the Seller depending on the position in the process and any costs the Seller has incurred.

5c. Online Shopping

5c.1 The Buyer will take all reasonable care to ensure that the details displayed for a particular item offered for sale are correct at the time when the information was entered onto the system.

5c.2 Whilst care is taken to ensure that the Buyer will display as accurately as possible, appearances, colours, textures or finishes, what the Seller will see on their digital device may differ and so we cannot guarantee that images are an accurate representation of the actual Goods purchased.

5c.3 When the Buyer places an order they should receive an email confirming the details of the order. This email is not confirmation that the order has been accepted by the Seller.

5c.4 The Seller may not be able to accept the order in this instance, the Buyer will be notified as soon as possible. This may be due to one or more of the following reasons, or for a reason not listed below:

5c.4.1. The item ordered is out of stock.

5c.4.2. We cannot authorise the payment or have reasonable grounds to suspect the payment may be fraudulent.

5c.4.3. There has been a pricing or product description error.

5c.4.4. There is a system or procurement failure.

5c.4.5. Customer validation checks have failed.

5d. Copyright & Legality

5d.1 Unless negotiated and agreed in writing, the copyrights of general artwork, commissioned artwork, illustrations and copy belong to Curious Pencil Ltd. 

5d.2 Unless otherwise agreed or opposed, by using the Sellers services, the Buyer gives the Seller the right to take photographs and videos of the items for promotional purposes. This may include, on social media, websites or other promotional materials. 

5d.3 The Seller reserves the right not to print any matter deemed illegal, libellous or offensive, or which may be an infringement of the proprietary or other rights of any third party. This agreement indemnifies the Seller in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, and design or of any other proprietary or personal rights contained in any material printed for the customer. The indemnity shall extend to any amounts paid on a lawyer’s advice in settlement of any claim. 

6. Warranties

6.1 The Seller warrants that for a period of 5 working days commencing on the date of delivery of the Goods (Warranty Period), the Goods shall:

6.1.1 conform with their description;

6.1.2. be of satisfactory quality with the meaning of the Sale of Goods Act 1979; and

6.1.3 be fit for any purpose held out by the Seller.

7. Delivery of the Goods

7.1 There are two main options for delivery:

• • Batch Delivery – The Seller arranges for delivery of goods in bulk to the Buyers specified office. 
  • Direct Delivery – The Seller arranges for delivery of each individual product directly to the recipients’ addresses. This will involve handling data for personalisation and delivery to correct addresses.

7.2 If the chosen delivery option is ‘Batch’, delivery of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.

7.3 If the chosen delivery option is ‘Direct’, delivery of each individual product shall be made to the recipients’ addresses, using data provided by the Buyer in good faith. The Seller’s processes adhere to latest GDPR regulations and no data shared will be stored, it will only be used for the necessary job. Data should be provided by the Buyer as a .csv file (excel). The Seller will request data to be sent securely. All data provided will remain secure. Only used for the purpose of the work required. Once the job is completed all data will be deleted immediately with no further use. Data will be accessed by the Seller’s trusted third party printing and delivery supplier, who also adhere to strict data protection and environmentally friendly guidelines and are certified by the ISM (Information Security Management) no.ISO27001 and the ICO (Information Commissioner Office), no.ZA306353.  For more information on the Seller’s data protection, please read their data protection policy.

7.4 The Seller undertakes to use its reasonable endeavours to despatch the Goods on a notified delivery date but does not guarantee to do so.  Time of delivery shall not be of the essence of the contract.

7.5 The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods.  If short delivery does take place, the Buyer may not reject the Goods but shall accept the Goods delivered as part performance of the contract, and a pro-rata adjustment to the Price shall be made.

7.6 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.

7.7 For online shopping orders, on completing the purchase there will be one or more options for delivery presented. An estimated timescale for delivery may be provided, this is an estimate only, the Seller cannot guarantee exact delivery dates. Goods may be delayed due to circumstances beyond the Seller’s control such as a courier or supplier delay or upon busy periods. Where the Buyer selects a “next day delivery” option, orders placed after 12pm or on Fridays, Saturdays or Sundays may not be dispatched for delivery until the following working day.

8. Acceptance & Cancellations

8.1 The Buyer shall be deemed to have accepted the Goods 5 working days after delivery to the Buyer.  

8.2 The Buyer shall carry out a thorough inspection of the Goods within 5 working days of delivery and give notice in writing with photographic evidence to the seller after discovering that some or all of the goods do not comply with the warranty above, the Buyer must return the Goods to the Seller at the Buyer’s cost and the Seller shall, at its option and discretion, repair or replace any Goods that are defective, or refund the price of such defective Goods.

 8.3 Where the Buyer has accepted or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract. 

8.4 If the Buyer wishes to cancel an order placed, they must contact the Seller immediately to ascertain whether the Projects have commenced or Goods have been dispatched. Where this is the case, cancellation and refund will be at the Seller’s discretion due to the personalised nature of the Goods and Projects. 

9. Title and risk

9.1 Risk shall pass on delivery of the Goods to the Buyer’s address.

9.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.

9.3 Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.

9.4 The Seller may at any time before title passes and without any liability to the Buyer:

9.4.1 repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and

9.4.2 for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.

9.5 The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.

10. Carriage of Goods

10.1 Carriage will be chargeable on all sales under £100.  This will be priced by weight of Goods.

11. Force Majeure

11.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Seller including but not limited to strikes, lock-outs or other industrial disputes or misconduct (whether involving the workforce of the Seller, the Buyer or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil of military authorities, national or international calamity, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic or similar events, or default of suppliers or subcontractors.

11.2 The Seller shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

11.3 If the Force Majeure Event prevents the Seller from providing any of the Goods and/or Projects, the Seller shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately. 

11.4 In the case of Contract termination, any work-to-date fulfilled, Goods sent/delivered, delivery, VAT and printed costs; at the reasonable discretion of the Seller must be paid by the Buyer. Any refunds will be paid to the Buyer, at the reasonable discretion of the Seller.

12. Limitation of Liability:  THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

12.1 Nothing in these Conditions shall limit or exclude the Seller’s liability for:

12.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

12.1.2. fraud or fraudulent misrepresentation;

12.1.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

12.1.4. defective products under the Consumer Protection Act 1987.

12.2. Subject to clause 12.1:

12.2.1  the Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

12.2.2 the Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed the original Contracted Price.

12.3 After the Warranty Period, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract. 

12.4 This clause 12 shall survive termination of the Contract.

13. General

13.1. Notices.

13.1.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office or its principal place of business or such other address as that party may have specified to the other party in writing in accordance with this clause and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail. 

13.1.2 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action

13.1.3 The Seller may change these Conditions at any time. Updated terms will be on the Seller’s website.

13.2 Waiver.  A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 

13.3 No partnership or agency.  Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

13.4 Third parties.  A person who is not a party to the Contract shall not have any rights to enforce its terms.

13.5 This Contract contains the entire agreement and understanding of the parties relating to the subject matter of this Contract and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral. 

13.6 Variation.  Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Seller.

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

13.8 Jurisdiction.  Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).