Terms and Conditions

1.1 In these Terms, the following defined terms (shown with initial capitals) have the following meanings:

• "Business Customer"means a customer who is not a Consumer — that is, a customer who is acting wholly or mainly for purposes relating to that customer's trade, business, craft or profession.
• "Consumer"means an individual acting wholly or mainly outside that individual's trade, business, craft or profession, within the meaning of section 2(3) of the Consumer Rights Act 2015.
• "Contract" means the legally binding contract between you and us for the supply of Goods, formed in accordance with clause 7 and incorporating these Terms.
• "Estimate" means an indicative, non-binding price range provided instantly for Reviewed Process Goods (CNC machining and lathe turning) before a Firm Quote is issued.
• "Files" means the design files, drawings, models, data, specifications and other materials you upload to or provide through the Site in connection with a Quote or Order (for example STL, 3MF, STEP, DXF, SVG or PDF files).
• "Firm Quote" means a binding, staff-confirmed quote issued for Reviewed Process Goods following our review of your Files and requirements.
• "Goods" means the parts, components or items that we manufacture and supply to you under a Contract, made to your specification.
• "Instant Quote" means a binding, automatically-generated quote issued for Instant Process Goods.
• "Instant Process Goods" means Goods manufactured by FDM 3D printing or metal laser cutting, for which we provide an Instant Quote.
• "Order" means your accepted Quote which you submit to us as an offer to buy the Goods, using the reference format FL-YYYY-NNNN.
• "Order Confirmation" means our email to you confirming that we accept your Order, as described in clause 7.
• "Quote" means an Instant Quote or a Firm Quote, using the reference format FLQ-YYYY-NNNN, and includes the Goods specified, the quantity, the options selected and the total price.
• "Reviewed Process Goods" means Goods manufactured by CNC machining or metal lathe turning, for which we provide an Estimate followed by a Firm Quote.
• "Site" means the Factory London website at [PLACEHOLDER: website domain, e.g. factory.london] and any associated pages, tools and services.
• "Terms" means these terms and conditions, as amended from time to time in accordance with clause 26.4.
• "we", "us", "our" means Embedism Limited, as further described in clause 2.
• "you", "your" means the person placing an Order or using the Site to obtain a Quote.
• "Writing" / "written" includes email.

1.2 Interpretation. In these Terms:

(a) a reference to legislation is a reference to that legislation as amended, extended or re-enacted from time to time, and includes any subordinate legislation made under it;

(b) headings and the Key points summary box are for convenience only and do not affect interpretation;

(c) the words "including", "include", "in particular", "for example" and similar expressions are illustrative and do not limit the sense of the words preceding them;

(d) a reference to a clause is to a clause of these Terms; and

(e) any words following those terms shall be construed as illustrative and shall not limit the generality of the related general words.

1.3 If you are a Consumer, nothing in these Terms affects your statutory rights. Where a term of these Terms would be void or unenforceable against a Consumer under the Consumer Rights Act 2015 or any other consumer protection legislation, that term shall to that extent not apply to you.

2.1 Who we are. Factory London is a trading name and service operated by Embedism Limited, a company registered in England and Wales with company number 11939367, whose registered office is at [PLACEHOLDER: registered office address].

2.2 VAT. Our VAT registration number is GB 324 766 391.

2.3 How to contact us. You can contact us by email at [PLACEHOLDER: contact email address]. If we need to contact you, we will do so using the email address or other contact details you provided when obtaining your Quote or placing your Order.

2.4 "Writing" includes email.When we use the words "writing" or "written" in these Terms, this includes email.

3.1 Please read these Terms carefully. These Terms tell you who we are, how we will provide Goods to you, how you and we may change or end the Contract, what to do if there is a problem, and other important information.

3.2 These Terms apply to your Contract. These Terms apply to the Contract between you and us to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, except as expressly set out in these Terms and, where you are a Consumer, except for your non-excludable statutory rights.

3.3 By placing an Order you accept these Terms. By accepting a Quote and placing an Order, you confirm that you accept these Terms and that you have the legal capacity and (where applicable) authority to enter into the Contract.

3.4 If you are placing an Order on behalf of a business. If you are placing an Order in the course of, or for the purposes of, a business, you confirm that you have authority to bind that business, and you and that business will be treated as a Business Customer.

4.1 We serve both Consumers and Business Customers. Some clauses in these Terms apply only to Consumers, and some apply only to Business Customers. Where a clause applies only to one, it is clearly flagged — for example with the words "If you are a Consumer…" or "If you are a Business Customer…".

4.2 Statutory definitions.Whether you are a "Consumer" or a "Business Customer" is determined by the statutory definitions set out in clause 1.1. The distinction matters because Consumers benefit from mandatory legal protections (in particular under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013) that do not apply to Business Customers.

4.3 Clauses that apply only to Consumers include: clause 18 (Consumer cancellation rights and the custom-made goods exemption), clause 20 (your statutory rights on faulty goods) and clause 22.2 (consumer liability position).

4.4 Clauses that apply only to Business Customers include: clause 13 (late payment interest), clause 19 (Business Customer cancellation and changes) and clause 22.3 (Business Customer liability cap).

4.5 Clauses that apply to everyone apply to both Consumers and Business Customers unless expressly stated otherwise.

5.1 Two types of quoting. The way we quote depends on the manufacturing process:

(a) Instant Process Goods (FDM 3D printing and metal laser cutting). When you upload your Files and select your material, options and quantity, our system automatically analyses the geometry and generates an Instant Quote. An Instant Quote is a binding offer by us to supply the specified Goods at the stated price, subject to clause 6 (validity and errors) and clause 9 (our right to refuse).

(b) Reviewed Process Goods (CNC machining and metal lathe turning). When you upload your Files, our system first gives you an instant, non-binding Estimate shown as a price range. A member of our team will then review your requirements and, usually within one business day, issue a Firm Quote with a fixed price. Only the Firm Quote is binding on us; the Estimate is indicative only and does not amount to an offer.

5.2 Your Order is an offer. When you accept a Quote (Instant Quote or Firm Quote), you are making an offer to buy the Goods from us on these Terms. Your acceptance of a Quote does not by itself form a Contract — see clause 7.

5.3 Accuracy of the Quote. Each Quote is based on the Files, materials, options, quantities and information you provide. If any of that information is inaccurate, incomplete or changes, the Quote may no longer be valid and we may need to re-quote.

5.4 Estimate limitations. An Estimate is generated automatically from a heuristic analysis of your Files and is provided to give you an early indication of likely cost only. The Firm Quote may be higher or lower than the Estimate. We are not bound by any Estimate.

6.1 Validity period. Each Quote is valid for 14 days:

(a) for an Instant Quote, from the date the Quote is issued; and

(b) for a Firm Quote, from the date the Firm Quote is confirmed by our team.

After the validity period the Quote expires automatically and can no longer be accepted. We may, at our discretion, re-issue or refresh an expired Quote, but prices and availability may have changed.

6.2 Prices are inclusive of VAT. All prices displayed on the Site and in your Quote are inclusive of value added tax (VAT) at the prevailing rate (currently 20%). VAT is itemised separately at checkout and on your invoice. If the rate of VAT changes between the date of your Order and the date we supply the Goods, we will adjust the VAT you pay, unless you have already paid in full before the change takes effect.

6.3 What the price includes. Unless stated otherwise in your Quote, the price includes manufacture of the Goods to your specification and standard packaging, but delivery charges are shown and added separately at checkout where applicable (see clause 14). Collection is free of charge (see clause 15).

6.4 Pricing errors and manifest error. We take reasonable care to ensure that prices are correct. However, it is always possible that, despite our reasonable efforts, some Goods may be incorrectly priced — for example because of a technical fault in our automated quoting system, an error in our pricing configuration, or an obvious typographical or computational mistake.

(a) Where the correct price of the Goods at the date of your Order is lower than the price stated to you, we will charge the lower amount.

(b) Where the correct price of the Goods at the date of your Order is higher than the price stated to you, and the pricing error is obvious and unmistakable and could reasonably have been recognised by you as a mispricing (a "manifest error"), we do not have to provide the Goods to you at the incorrect (lower) price. We will contact you to tell you about the error before we accept your Order, and you may choose to proceed at the correct price or cancel your Order for a full refund of anything already paid.

6.5 No obligation to accept. Nothing in this clause 6 obliges us to accept your Order (see clause 7 and clause 9).

7.1 Order Confirmation forms the Contract. Your acceptance of a Quote is an offer by you to buy the Goods. A legally binding Contract comes into existence only when we send you an Order Confirmation email accepting your Order and quoting your Order reference (in the format FL-YYYY-NNNN). At that point, and not before, a Contract is formed between you and us on these Terms.

7.2 If we cannot accept your Order. If we are unable to accept your Order, we will inform you of this in writing and will not charge you for the Goods (or will refund any payment already made). Reasons might include: the Goods being incorrectly priced (clause 6.4); a limitation in our production capacity, materials or capabilities; our inability to meet a deadline you specified; the Files being unsuitable or unmanufacturable; our right to refuse the Order under clause 9; or a failure to pass our checks under clause 8 or clause 10.

7.3 Order reference. We will assign an Order reference (FL-YYYY-NNNN) to your Order. Please quote it in all correspondence with us and use it as the reference for your bank transfer (see clause 12).

7.4 Payment does not by itself form the Contract. If our systems allow you to submit payment (or notify us of a bank transfer) before we send the Order Confirmation, that payment or notification does not form a Contract; the Contract is formed only on Order Confirmation, and we will refund you if we do not accept your Order.

8.1 You are responsible for your Files. You are solely responsible for the content, accuracy and completeness of the Files and specifications you provide, including:

(a) the geometry, dimensions and features of your design;

(b) the units of measurement (for example millimetres or inches) — please check that your Files are in the intended units, as an incorrect unit setting can result in Goods being made at the wrong scale;

(c) tolerances, thicknesses, hole sizes, threads and other critical features;

(d) the choice of process, material, finish, options and quantity; and

(e) the suitability of your design for its intended purpose and for the chosen manufacturing process.

8.2 We manufacture to your specification. We manufacture the Goods to the specification embodied in your Files and selected options. We do not check, verify or advise on whether your design is fit for its intended purpose, safe, functional, or suitable for the chosen process, unless we expressly agree to provide design or engineering services in writing. See also clause 22.6.

8.3 What we may do with your Files for quoting. Our automated systems analyse your Files to generate the Quote or Estimate. We may need to interpret, repair, slice, nest, orient or otherwise process your Files in order to manufacture the Goods. Where reasonable choices are required (for example print orientation or the placement of supports) and you have not specified them, we will make them using our reasonable judgement.

8.4 Design queries. If, on review, we consider that your Files contain an obvious error or ambiguity, we may (but are not obliged to) contact you before proceeding. If we cannot reach you and a deadline requires us to proceed, we may make reasonable assumptions, or we may hold or decline the Order.

8.5 Consequences of inaccurate information. If Goods are manufactured in accordance with your Files and specifications, the fact that the Goods do not meet your actual (but unstated) requirements — for example because your Files were in the wrong units, contained an error, or were not fit for your purpose — is not a defect in the Goods and does not entitle you to a refund, repair or replacement, except where you are a Consumer and the Consumer Rights Act 2015 gives you a right that cannot be excluded.

9.1 Prohibited items. You must not use the Site or place an Order for any Goods that are, or that comprise or are intended to form part of, any of the following ("Prohibited Items"):

(a) firearms, weapons, ammunition, or any component, part, accessory or adaptation of a firearm or weapon (including but not limited to receivers, frames, magazines, suppressors, and parts for prohibited or offensive weapons);

(b) any item that it is illegal to manufacture, possess, sell, supply or import in the United Kingdom, or that would require a licence or authorisation that you do not hold;

(c) any item that infringes the intellectual property rights, or other rights, of any third party (see clause 10);

(d) any item designed or intended to cause harm to persons or property, to facilitate a crime, or to bypass, defeat or disable safety or security measures; and

(e) any item that is obscene, defamatory, or otherwise unlawful.

9.2 Your warranty. By placing an Order you warrant that the Goods are not Prohibited Items and that the manufacture, supply and use of the Goods will not be unlawful.

9.3 Our right to refuse.We may refuse or cancel any Order, at any time and at our sole discretion, including where we reasonably believe that the Goods are or may be Prohibited Items, that manufacture would be unlawful or unsafe, that the Files infringe a third party's rights, or that proceeding would expose us to legal or reputational risk. If we cancel an Order under this clause after you have paid, we will refund you, except where we are prevented by law from doing so or where the Order involved fraud or unlawful conduct on your part.

9.4 No obligation to monitor, but right to report. We are not obliged to review or monitor Files for legality, but where we become aware of unlawful content or conduct we may report it to, and cooperate with, the relevant authorities, and may retain relevant records for that purpose.

10.1 Your IP warranty. You represent and warrant that:

(a) you own, or are validly licensed to use, all intellectual property rights and other rights in and to the Files and designs you provide; and

(b) our use of the Files to manufacture and supply the Goods, and to carry out our obligations under the Contract, will not infringe the intellectual property rights or other rights of any third party.

10.2 Your indemnity.You agree to indemnify us and keep us indemnified against all losses, damages, liabilities, claims, demands, costs and expenses (including reasonable legal fees) that we suffer or incur arising out of or in connection with any claim by a third party that the Files, designs or Goods, or our manufacture, supply or possession of them, infringe that third party's intellectual property rights or other rights, or arising out of your breach of clause 9 (Prohibited Items).

10.3 Consumer position. If you are a Consumer, the indemnity in clause 10.2 does not require you to pay more than the losses that arise as a reasonably foreseeable consequence of your breach, and nothing in this clause 10 limits your non-excludable statutory rights or requires you to indemnify us for our own negligence or default. This clause 10.2 does not exclude or limit our liability where it would be unlawful to do so.

10.4 Our intellectual property. All intellectual property rights in the Site, our quoting systems, and any tooling, jigs, fixtures, process know-how, CAM programs or production files that we create in order to manufacture the Goods, remain our property. You are granted no rights in them. Your intellectual property rights in your own Files and designs remain yours — we do not acquire ownership of your designs (see clause 23).

11.1 Goods are made to commercially reasonable tolerances. Unless we have expressly agreed a specific tolerance with you in writing, the Goods will be manufactured to the commercially reasonable tolerances that are normal for the relevant manufacturing process (FDM 3D printing, metal laser cutting, CNC machining or metal lathe turning) and material. Different processes and materials have inherently different achievable tolerances, surface finishes and repeatability.

11.2 Minor variations are not defects. Minor variations in dimensions, surface finish, colour, texture, warping, layer lines, tool marks, edge condition (including laser-cut edge burn, dross or heat-affected zones), and other characteristics that are inherent to the process and material are to be expected and do not constitute a defect or a failure to conform to the Contract, provided the Goods are within the tolerances described in clause 11.1.

11.3 Materials. Natural and manufactured materials vary. Colour, grain, finish and properties may differ between batches and from any sample or on-screen representation. Where colour or appearance is critical to you, you must tell us in writing before you place your Order, and we may need to agree special terms.

11.4 Agreed tolerances. If you require a tolerance tighter than the process standard, you must specify it in writing and we must expressly accept it in writing (which may result in a revised price). Only then will that tolerance form part of the specification.

11.5 Finishing of metal parts. Metal Goods (including laser-cut sheet and lathe-turned parts) are supplied as they come off the machine. Edges and corners can be sharp or rough and can have burrs, dross or tool marks. Deburring, edge-breaking, polishing and other hand finishing are not included in the price unless we have expressly agreed them with you in writing. Handle metal Goods with care when you receive them.

11.6 This clause and Consumers. If you are a Consumer, this clause 11 does not exclude or limit your statutory right for the Goods to be as described and of satisfactory quality (see clause 20); it explains what "as described" means for custom-manufactured Goods.

12.1 Price. The price for the Goods is the total price shown in the accepted Quote (inclusive of VAT — see clause 6.2), plus any delivery charge shown at checkout (see clause 14).

12.2 Payment method — bank transfer. At launch, payment is by bank transfer (BACS / Faster Payments) only. We will provide our bank account details and your unique payment reference (your Order reference) in the Order Confirmation. You must quote the correct reference so that we can identify your payment.

12.3 Cleared funds required before production. We will not enter your Order into production until we have received your payment in full in cleared funds. Time for payment is within the 14-day validity of your Quote. If cleared funds are not received within that period, your Quote and Order may lapse and we may cancel the Order without liability.

12.4 Confirmation of payment. When you have made your bank transfer, you may notify us. We will confirm to you by email once we have matched and cleared your payment (this is when production scheduling begins).

12.5 Card payments in future. We may in future enable card and other electronic payment methods through a third-party payment processor (for example Stripe). If and when we do, the relevant payment terms and any processor terms will be presented to you at checkout, and clause 12.2 and clause 12.3 will apply with the necessary changes (production still begins only on cleared/authorised and captured funds).

12.6 Invoices. We will provide a VAT invoice for your Order. Invoices are payable on the terms stated on them and in this clause 12.

12.7 No set-off (Business Customers). If you are a Business Customer, you must pay all sums due under the Contract in full without any set-off, counterclaim, deduction or withholding (except any deduction or withholding required by law). If you are a Consumer, you may be entitled to set off sums we owe you against sums you owe us, as provided by law.

13.1 This clause applies only to Business Customers.

13.2 Interest on late payment. If you are a Business Customer and you fail to make any payment due to us under the Contract by the due date, then, without limiting our other remedies, you shall pay interest and compensation on the overdue sum in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Interest will accrue on a daily basis from the due date until actual payment of the overdue amount, at the statutory rate (the Bank of England base rate plus 8%), and you will also be liable for the fixed sum compensation and reasonable recovery costs provided for by that Act.

13.3 Suspension. If any sum is overdue, we may suspend work on, or delivery of, any Order until payment is received in full.

13.4 Consumers. If you are a Consumer, this clause 13 does not apply to you. Because you pay before production, late-payment interest will not normally arise; if any sum is genuinely overdue we will contact you and any charge will not exceed our reasonable costs, consistent with your statutory rights.

14.1 UK only. We deliver within the United Kingdom only. We do not currently deliver outside the UK. If you require delivery outside the UK, please contact us before ordering; we may decline.

14.2 Delivery charges and method. Any delivery charge is shown at checkout and added to the price. We will choose a suitable carrier and service unless otherwise agreed.

14.3 Delivery times. Any delivery or dispatch date we give is an estimate. We aim to meet estimated timescales but, because Goods are made to order, times may vary with production load and material availability. We will keep you informed of expected dispatch.

14.4 If you are a Consumer — time for delivery. Unless we agree otherwise, we will deliver the Goods to you without undue delay and in any event not more than 30 days after the day on which the Contract is formed, unless a longer period is agreed (which may be appropriate for made-to-order Goods, and which you accept may be necessary). If we miss an agreed delivery deadline that you made essential, you have the rights set out in the Consumer Rights Act 2015, which may include treating the Contract as at an end.

14.5 Delivery of the Goods.Delivery is completed when the Goods are delivered to the address you gave us, or when you (or a carrier you arranged) collect them. If no one is available to take delivery, the carrier's standard procedures for redelivery or collection will apply.

14.6 Delay caused by you. If delivery is delayed because you did not provide adequate delivery information, were unavailable, or otherwise failed to take delivery, clause 15 (uncollected goods) and clause 16 (risk) may apply, and we may charge you reasonable additional storage and redelivery costs (Business Customers), or our reasonable costs consistent with your statutory rights (Consumers).

14.7 Business Customers — delivery timing not of the essence. If you are a Business Customer, delivery dates are estimates only and time of delivery is not of the essence. We are not liable for any delay in delivery caused by an event outside our control (clause 24) or by your failure to provide adequate instructions or Files.

15.1 Collection option. You may choose to collect your Goods free of charge from our workshop at [PLACEHOLDER: workshop / collection address] during our stated opening hours. We will notify you when the Goods are ready for collection.

15.2 Identification. We may ask for your Order reference and reasonable identification before releasing the Goods.

15.3 Collection window. Please collect your Goods promptly after we notify you that they are ready.

15.4 Uncollected goods — storage then disposal. If you do not collect your Goods (or do not accept or arrange delivery of them) within a reasonable time after we notify you that they are ready, then:

(a) we may store the Goods and, if you are a Business Customer, charge you reasonable storage costs;

(b) if the Goods remain uncollected 90 days after we first notified you that they were ready, we may, having given you at least 14 days' prior written notice to the email address you provided, dispose of, recycle or sell the Goods; and

(c) where we sell uncollected Goods, we may deduct our reasonable storage, administration and sale costs (and, for Business Customers, any sums you owe us) from the proceeds, and will account to you for any balance where required by law. Because the Goods are custom-made to your specification, they may have little or no resale value, and disposal may not reduce any sums you owe.

15.5 Payment still due. Disposal of uncollected Goods does not entitle you to a refund of the price you have paid, as the Goods were manufactured to your specification and made available to you.

15.6 Consumers. If you are a Consumer, we will exercise our rights under this clause 15 consistently with the law, including any duties we owe as an involuntary bailee, and we will not dispose of the Goods without giving you the notice described in clause 15.4(b).

16.1 Risk. Risk of damage to, or loss of, the Goods passes to you on delivery, or, where you collect, on collection (or, where you fail to take delivery or collect the Goods in breach of the Contract, at the time we tendered delivery or notified you the Goods were ready for collection).

16.2 Title (Consumers). If you are a Consumer, you own the Goods once we have received payment in full and the Goods have been delivered or collected.

16.3 Retention of title (Business Customers). If you are a Business Customer, title to the Goods does not pass to you until we have received payment in full (in cleared funds) for the Goods and any other sums then due from you to us. Until title passes, you must store the Goods separately, keep them identifiable as ours, and not dispose of or encumber them; and we may recover them and enter any premises where they are stored for that purpose. Risk, however, passes as set out in clause 16.1.

17.1 Pre-production cancellation grace. Whether you are a Consumer or a Business Customer, you may cancel your Order at any time before we start production of your Goods by contacting us in writing (see clause 2.3). If you cancel within this window, you are entitled to a full refund of everything you have paid.

17.2 When production starts. Production is treated as having started when we begin any process step specific to your Order — for example slicing and committing your job to a printer or machine queue, nesting and committing your parts to a cutting run, generating CAM/toolpaths committed to production, or cutting material for your Order. We will act reasonably in determining whether production has started and, where practicable, will tell you if it has.

17.3 After production starts. Once production has started, the pre-production cancellation right in clause 17.1 no longer applies, because the Goods are made to your specification. Your position is then governed by clause 18 (Consumers) or clause 19 (Business Customers), and by your statutory rights for faulty Goods under clause 20.

17.4 How we refund. We will refund you using the same means you used to pay (or by bank transfer where you paid by bank transfer), without undue delay.

18.1 This clause applies only if you are a Consumer.

18.2 The usual online cancellation right — and why it does not apply here. For many goods bought online, Consumers have a 14-day "cooling-off" right to cancel under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the "Consumer Contracts Regulations"). However, that 14-day cancellation right does not apply to goods that are made to your specification or are clearly personalised.

18.3 Our Goods are made to your specification. The Goods we supply are manufactured to your specification from the Files and options you provide, and are clearly personalised to you. They therefore fall within the exemption in regulation 28(1)(b) of the Consumer Contracts Regulations. This means you do not have a 14-day right to change your mind and cancel once production has started. We tell you this transparently so you understand your position before you order.

18.4 Your pre-production grace still applies. Even though the statutory cooling-off right does not apply, we voluntarily give you the right in clause 17 to cancel for a full refund before we start production. This is a contractual right we choose to offer; it does not affect your statutory rights.

18.5 Your statutory rights are unaffected. Nothing in this clause 18 affects your statutory rights if the Goods are faulty, not as described, or not of satisfactory quality — see clause 20.

18.6 Acknowledgement. By placing your Order for made-to-specification Goods and asking us to begin manufacture, you acknowledge that the exemption in clause 18.3 applies and that you will lose the pre-production cancellation grace once production starts.

19.1 This clause applies only if you are a Business Customer.

19.2 No cancellation once production starts. Because the Goods are made to your specification, you may not cancel your Order once production has started (see clause 17.2), except as expressly permitted in these Terms or agreed by us in writing.

19.3 Cancellation before production. Before production starts, you may cancel under clause 17.1 for a full refund.

19.4 Changes. If you wish to change your Order after the Contract is formed (for example a change to the Files, material, options or quantity), please contact us. We are not obliged to accept changes. If we do, we will tell you about any change to the price, timescales or anything else necessary, and we will ask you to confirm in writing whether you wish to proceed. If a change means the original Goods (or work already done) cannot be used, we may charge you for work already carried out.

19.5 Our right to end the Contract. We may end the Contract with a Business Customer with immediate effect by written notice if you fail to pay any sum when due and remain in default for 7 days after being asked to pay, if you breach the Contract in a material way and (where the breach is remediable) do not remedy it within 14 days of being asked, or if you become insolvent or are unable to pay your debts. In such a case you must pay for all Goods and work supplied up to termination.

20.1 If you are a Consumer — your legal rights. We are under a legal duty to supply Goods that conform to the Contract. The Consumer Rights Act 2015 gives you legal rights which these Terms do not affect, including that the Goods must be:

(a) of satisfactory quality;

(b) fit for any particular purpose you made known to us (and which we accepted); and

(c) as described and matching any specification or sample.

If your Goods are faulty or not as described, you may have the right to a repair or replacement, and in some circumstances a price reduction or a refund. For detailed information about your rights, you can contact the Citizens Advice consumer service. Nothing in these Terms excludes or limits your rights under the Consumer Rights Act 2015.

20.2 What "as described" means for made-to-order Goods. Because the Goods are made to your specification, "as described" and "matching specification" means matching your Files and the options you selected, within the tolerances described in clause 11. Goods that correctly match your Files and specification are not faulty merely because your design did not meet your own (unstated) requirements or was not fit for your purpose (see clause 8.5 and clause 22.6).

20.3 Our guarantee (all customers). In addition to any statutory rights, if Goods are genuinely defective because of our workmanship or materials — that is, they do not match your Files and specification within the applicable tolerances — then, on your notifying us in accordance with clause 21, we will at our option repair, remake/replace, or refundthe affected Goods. This is our entire liability for defective Goods, without prejudice to a Consumer's non-excludable statutory rights and to clause 22.

20.4 Business Customers. If you are a Business Customer, the guarantee in clause 20.3 is your sole and exclusive remedy for defective Goods, and all terms, warranties and conditions implied by statute or common law are excluded to the fullest extent permitted by law (in particular sections 13 to 15 of the Sale of Goods Act 1979 and any implied terms as to satisfactory quality, fitness for purpose or correspondence with description are excluded).

21.1 Inspect on delivery. Please inspect your Goods promptly on delivery or collection.

21.2 Notify us within 14 days. If you believe the Goods are defective, damaged, incomplete or not as specified, please notify us in writing within 14 days of delivery or collection, describing the problem and including clear photographs of the Goods (and, where relevant, the packaging). Prompt notification helps us investigate.

21.3 Consumers — effect of the 14-day period. If you are a Consumer, the 14-day notification period in clause 21.2 is to help us deal with your issue efficiently; it does not shorten or remove your statutory rights or the statutory time limits within which you may bring a claim under the Consumer Rights Act 2015.

21.4 Business Customers — effect of the 14-day period. If you are a Business Customer, if you do not notify us of a defect that a reasonable inspection would have revealed within the 14-day period in clause 21.2, the Goods are deemed accepted and we shall have no liability for that defect.

21.5 Returns process. Do not return Goods until we have acknowledged your notification and given return instructions. Where we agree that Goods are defective and are our responsibility, we will pay the reasonable cost of return and, at our option under clause 20.3, repair, replace or refund. Please keep the Goods safe and do not use, alter or repair them in the meantime, as this may affect our ability to assess them.

21.6 No fault found / customer error. If, after investigation, the Goods are found to conform to your Files and specification within the applicable tolerances (for example the issue arises from your design or a units error under clause 8), we may return the Goods to you and, if you are a Business Customer, charge you our reasonable investigation, handling and carriage costs.

22.1 Nothing excludes liability that cannot be excluded. Nothing in these Terms excludes or limits our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title); (d) for Consumers, any liability under the Consumer Rights Act 2015 or other consumer protection law that cannot lawfully be excluded or limited; or (e) any other liability that cannot lawfully be excluded or limited.

22.2 If you are a Consumer. Subject to clause 22.1:

(a) we are responsible for loss or damage you suffer that is a foreseeable result of our breach of the Contract or our failing to use reasonable care and skill; but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen, or if, at the time the Contract was made, both we and you knew it might happen;

(b) we do not exclude or limit our liability to you in any way that would be unlawful; and

(c) we are not liable for business losses. We supply the Goods to you for domestic and private use. If you use the Goods for any commercial, business or resale purpose, we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity (and you may be a Business Customer — see clause 4).

22.3 If you are a Business Customer — cap on liability. Subject to clause 22.1:

(a) our total liability to you in respect of all losses arising under or in connection with each Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total price paid by you for the Goods under that Order; and

(b) we shall have no liability to you for any: (i) loss of profits; (ii) loss of sales, business or revenue; (iii) business interruption; (iv) loss of anticipated savings; (v) loss of or damage to goodwill; (vi) loss or corruption of data or information; or (vii) any indirect or consequential loss, in each case however arising and whether or not foreseeable.

22.4 Aggregate cap. For the avoidance of doubt, and subject to clause 22.1, our liability is capped per Order as set out in clause 22.3(a); nothing in these Terms shall be read as increasing our liability above that cap.

22.5 No liability for Files and data loss. Subject to clause 22.1, and without prejudice to clause 23, we are not liable for any loss or corruption of your Files or data except to the extent directly caused by our negligence; you are responsible for keeping your own back-up copies of your Files.

22.6 No liability for the fitness of your design. We manufacture the Goods to the specification in your Files. We do not verify, and are not responsible for, whether your design is fit for its intended purpose, safe, functional or compliant with any standard or regulation. Subject to clause 22.1, we have no liability arising from a defect, deficiency, failure or unsuitability that originates in your design, Files, specification, or choice of process or material, as opposed to our workmanship. This clause 22.6 does not exclude a Consumer's non-excludable statutory rights.

22.7 Reasonableness. The provisions of this clause 22 are considered by you and us to be reasonable in the context of a made-to-order manufacturing service, including the price of the Goods and the fact that the specification is provided by you.

23.1 Licence to use your Files. You grant us a non-exclusive, royalty-free licence to store, copy, process, adapt and otherwise use your Files solely to the extent necessary to prepare Quotes and Estimates, to manufacture and supply the Goods, to fulfil the Order, and to comply with our legal obligations. We do not use your Files for any other purpose without your consent.

23.2 No transfer of ownership. This licence does not transfer ownership of your intellectual property. Subject to clause 10.4, your designs remain yours.

23.3 Storage and retention. We store your Files (including on Google Drive within our Google Workspace) and retain them in accordance with our Privacy Policy at [PLACEHOLDER: link to Privacy Policy], which explains how long we keep Files and data and how we protect them. Files are not shared publicly.

23.4 Confidentiality. We will treat your Files as confidential and will not disclose them to third parties except: to our staff and sub-contractors who need them to fulfil the Order (and who are bound by confidentiality); to our service providers (for example our cloud file storage and hosting providers) as described in the Privacy Policy; or where required by law or to report unlawful content under clause 9.4.

23.5 Data protection. We process personal data in accordance with the UK GDPR and the Data Protection Act 2018, as described in the Privacy Policy.

24.1 Force majeure. We are not liable for any failure or delay in performing our obligations under the Contract to the extent that the failure or delay is caused by an event outside our reasonable control (a "Force Majeure Event"), including: acts of God, fire, flood, severe weather, epidemic or pandemic, war, terrorism, civil disorder, industrial disputes, failure of utilities or telecommunications, failure of transport or carrier networks, failure or delay of a sub-contractor or supplier, shortage of materials, and acts or restrictions of government or public authority.

24.2 What we will do. If a Force Majeure Event occurs, we will contact you as soon as reasonably possible to tell you, and our obligations will be suspended for the duration of the event, with time for performance extended accordingly. If the event continues for more than 30 days, either you or we may cancel affected Orders. If you are a Consumer and we cancel, or if delivery is significantly delayed by a Force Majeure Event, you may cancel affected Orders and we will refund any sums paid for Goods not yet produced, consistent with your statutory rights.

25.1 Our right to transfer. We may transfer our rights and obligations under the Contract to another organisation. We will tell you in writing if this happens and will ensure that the transfer does not affect your rights under the Contract.

25.2 Sub-contracting. We may use sub-contractors to perform, or help perform, our obligations (for example specialist finishing). We remain responsible to you for the performance of the Contract.

25.3 Your right to transfer. If you are a Consumer, you may only transfer your rights or obligations under the Contract to another person if we agree in writing (we will not unreasonably withhold agreement). If you are a Business Customer, you may not assign, transfer, sub-contract or otherwise deal with your rights or obligations under the Contract without our prior written consent.

26.1 Entire agreement. These Terms, together with the accepted Quote and the Order Confirmation, constitute the entire agreement between you and us in relation to the Goods and supersede any prior agreement, understanding or arrangement. If you are a Business Customer, you acknowledge that you have not relied on any statement, representation, assurance or warranty that is not set out in these Terms, and that you have no claim for innocent or negligent misrepresentation based on any such statement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

26.2 Severance. Each clause of these Terms operates separately. If any court or competent authority decides that any of them is unlawful or unenforceable, the remaining clauses will remain in full force and effect, and the offending clause shall be modified to the minimum extent necessary to make it lawful and enforceable while reflecting the original intention as closely as possible.

26.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we delay in taking steps against you in respect of your breach, that will not mean that we have waived our rights or that you do not have to comply with those obligations.

26.4 Variation. We may revise these Terms from time to time. The Terms that apply to your Order are those in force at the date the Contract is formed (clause 7). Any variation to an existing Contract must be agreed in writing. We may update the Terms shown on the Site for future Orders at any time by posting the revised Terms.

26.5 Third-party rights. A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. This does not affect any right or remedy of a third party that exists, or is available, apart from that Act.

26.6 Notices. Notices under the Contract must be given in writing (email is acceptable) to the contact details in clause 2 (for us) and to the details you provided (for you).

27.1 Complaints. We want you to be happy with our Goods and service. If you have a complaint, please contact us at [PLACEHOLDER: contact email address] (or [PLACEHOLDER: complaints email address, if different]) with your Order reference and details, and we will acknowledge and seek to resolve it promptly and fairly.

27.2 Online dispute resolution.The EU Online Dispute Resolution (ODR) platform no longer applies to UK traders following the UK's departure from the EU, so we do not provide an ODR link. This does not affect your right to complain to us using the contact details in clause 27.1, or your other legal rights.

27.3 Governing law. These Terms and the Contract (and any non-contractual obligations arising out of or in connection with them) are governed by and construed in accordance with the law of England and Wales.

27.4 Jurisdiction — Consumers. If you are a Consumer, you and we agree that the courts of England and Wales have non-exclusive jurisdiction, which means that you may bring proceedings in relation to the Goods in the courts of the part of the United Kingdom in which you live (England and Wales, Scotland, or Northern Ireland), and you benefit from any mandatory protective rules of the law of the part of the UK where you live.

27.5 Jurisdiction — Business Customers. If you are a Business Customer, you and we irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.