Terms and Conditions

1. Definitions and Interpretation

1.1

In these terms and conditions the following definitions apply unless otherwise stated:

‘Business Day’ means Monday to Friday 9am to 5pm excluding bank holidays.
‘Contract’ means the contract between Stitch and Burn and the Client for the supply of Services governed by these Terms and the Order.
‘Client’ means the individual or business entity who purchases Services from the Company and whose details are set out in the Order.
‘Force Majeure Event’ means an event beyond the reasonable control of either party, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemic or default of suppliers or subcontractors.
‘Company’ means Stitch and Burn, whose office is located at 2-10 Wyndham Block, Bury Market, Murray Road, BL9 0BD.
‘Intellectual Property Rights’ means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
‘Order’ means the order placed by the Client through counter-signing the Company’s Brief or Contract form or by the sending and receipt of written acknowledgement, acceptance or instruction delivered by electronic or other means.
‘Order Form’ means a Quotation form (including ‘Visual sign-off’, where applicable) counter-signed by the Client, or by written acknowledgement, acceptance or instruction delivered by electronic or other means, which together with these terms and conditions shall form a binding contract.
‘Quotation’ means the written quotation prepared by the Company which contains its cost proposals for providing Services to the Clients.
‘Services’ means the services the Company will provide to the Client as specified in the Brief or Order.
‘Specification’ means the description or specification of the Services in the Order.
‘Terms’ means these terms and conditions as updated from time to time by the Company.
‘VAT’ means value added tax chargeable under English law for the time being and any similar additional tax.

1.2

Where these Terms use words in their singular form, they shall also be read to include the plural form of the word and vice versa. Where these Conditions use words, which denote a particular gender, they shall be also read to include all genders and vice versa.

1.3

The headings in this document are inserted for convenience only and shall not affect the construction or interpretation of these Terms.

1.4

A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

2. Terms and Conditions

2.1

These Terms shall apply to all agreements concluded between the Company and the Client to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2

These Terms and the Order may only be varied by express written agreement between the Company and the Client.

3. The Contract

3.1

The Order constitutes an offer by the Client to purchase the Services in accordance with these Terms. The Client shall ensure that the terms of the Order and any relevant Specification are complete and accurate.

3.2

The Contract constitutes the entire agreement between the Company to provide the Services to the Client and for the Client to purchase those Services, in accordance with these Terms.

3.3

The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company, which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by the Company and any descriptions or illustrations contained in the Company’s collateral or website are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or any other contract between the Company and the Client for the supply of Services.

3.4

A Quotation for the supply of Services given by the Company shall not constitute an offer. A Quotation shall only be valid for a period of 2 Business Days from its date of issue.

3.5

The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order (including a receipt), or when the Company has started to provide the Services having received the Order, whichever happens first, at which point the Contract shall come into existence.

4. Company Obligations and Warranties

4.1

The Company warrants that it will provide the Services as stipulated in the Order using reasonable care and skill to conform in all material respects with the Specification.

4.2

The Company shall use all reasonable endeavours to meet any performance dates specified in the Order but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services. The Company shall not be liable for any delay in delivery of the Services caused by a Force Majeure event or the Client’s failure to provide the Company with adequate assets, delivery instructions or any other instructions relevant to the supply of the Services.

4.3

The Company shall have the right to make any changes to the Services, which are necessary to comply with any applicable law.

4.4

The Company shall be entitled to use a Group Company or other subcontractors for the provision of the Services provided always that the Company shall remain liable to the Client for the performance of the Services as if it had carried them out itself.

5. Client’s Obligations and Indemnities

5.1

The Client shall provide assistance, assets and technical information to the Company, as reasonably required by the Company in sufficient time to facilitate the execution of an Order in accordance with any estimated delivery dates or milestones. The Client shall have sole responsibility for ensuring the accuracy of all information provided to the Company and warrants, legal rights of usage, and undertakes to the Company that the Client’s employees assisting in the execution of an Order have the necessary skills and authority.

5.2

The Client shall be obliged as quickly as possible and within the agreed deadline to comment on and or approve materials provided under the Services, including (without limitation) mock-ups, test patches, and digitised graphic material submitted by the Company.

5.3

In the event that the Client fails to undertake those acts or provide those materials required under this clause 5 within any agreed deadline (and at least within 15 Business Days of the date requested by the Company) the Company shall be entitled to invoice for the Services that it has supplied and the remaining Services specified in the Order whether or not the Company has been able to deliver them.

5.4

The Client shall indemnify and keep the Company indemnified fully against all liabilities, costs and expenses whatsoever and howsoever incurred by the Company in respect of any third parties as a result of the provision of the Services in accordance with the Order, Specification which result in claims or proceedings against the Company for infringement of any Intellectual Property Rights or other proprietary rights of third parties, or for breach of confidentiality or contract or for defamation.

5.5

The Client undertakes to comply with all applicable rules, regulations, codes of practice and laws relating to its use of the Services, including without limitation its obligations under the Data Protection Act 1998, the Regulation of Investigatory Powers Act 2000, Competition Act 1998 and the E-Commerce Directive and equivalent legislation and hereby agrees to indemnify and to keep the Company indemnified in respect of any and all costs, claims or proceedings whatsoever brought against the Company by any third party in connection with any breach of the same by the Client.

5.6

The Company require that prior notice be given for any alterations relating to the Client’s design(s) that may affect the services supplied by the Company. If alterations are made by the Client or a third party to the Client’s design(s) with the resulting outcome affected and the Company cannot be held responsible.

6. Approvals & Sign Offs

6.1

All visuals and design work are required to be ‘signed-off’ by the Client prior to either, any embroidery or laser engraving taking place.

6.2

The Client accepts full responsibility for the accuracy and approval of all visual proofs supplied by the Company and that they are obliged to inform the Company of any discrepancies, inaccuracies, spelling or grammatical errors, in writing, and prior to signing-off. Once signed off, any errors not picked up by the Client are not the responsibility of the Company.

6.3

The Client accepts that the Company will accept no financial liability for any amendments required post sign-off, including the cost of any product repurchasing, re-embroidery, re-lasering, digitising or other services, required as a result. The Client also accepts that any amendments or work to rectify artwork post sign-off, may incur additional charges by the Company.

7. Pricing

7.1

Unless otherwise expressly stated, all prices shall be in Pounds Sterling and shall be inclusive of VAT and other duties. In the event that duties are introduced or changed after the conclusion of an Order, the Company shall be entitled to adjust the agreed prices accordingly.

7.2

The Client acknowledges that certain Services may involve the licensing of third party Intellectual Property Rights and that the Client may be required to enter into a licence directly with such third party. Unless otherwise expressly stated the responsibility to correctly acquire the Intellectual Property Rights for assets will lie with the Client, including if relevant (but without limitation) fonts, pictures, vectors, and licences from third party owners and licensors.

7.3

For services provided before 1st October 2023, the price stated in the Order shall be an estimate based on a qualified estimate of the number of hours and thread count required to provide the Services. This is an estimate only and Services shall be invoiced in accordance with the actual number of hours and thread count spent in accordance with the price set out in the Order or Quotation and in the event that the price is not so stipulated, the Client shall be charged at the hourly rate specified in the Company’s then-current price list. The Company shall be obliged to update the estimate and budgets on an ongoing basis following, among other things, changes made to an Order.

7.4

Whilst every effort is made to ensure that costing estimates are accurate, the Company reserves the right to amend any estimate, should an error or omission have been made.

7.5

As of the 1st October 2023 all Orders shall be an estimate based on the services required following the brief provided by the client. This is an estimate for the brief provided, changes to the project will require additional costs charged at the Company's then-current price list.

8. Payment

8.1

The Company shall provide the Client with an estimated quote based on the Client brief. The quote will be valid for 48 hours, from the time of sending/ statement. After this time, the quote will no longer be valid and a new quote will be issued.

8.2

Upon accepting the quote, the Client is required to pay either a 50% non-refundable deposit to hold the time of the Company. The remaining 50% will be required upon completion before the final item(s) are provided. Or 100% before commencement of the work and completed assets are delivered.

8.3

The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Company to the Client.

8.4

In the event of overdue payment, interest shall accrue on the invoice amount at the statutory rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 or at the rate of 8 per cent over the Bank of England base rate (whichever should be the higher). At the Company’s discretion, a fee (to cover administrative expenses and not as a penalty) shall be charged per reminder for overdue payment submitted to the Client. The Company shall be entitled to submit such reminders on a weekly basis once the fees have become overdue. The Company expressly reserves all rights at all times to bring any legal action it considers appropriate to recover any unpaid sums.

8.5

Late payment shall be considered as constituting a material breach of the Contract entitling the Company (at its discretion) to cancel the Contract or to affirm the Contract and assert the usual remedies for breach, including but not limited to extending all deadlines accordingly.

8.6

In the event that the Services cannot be delivered either in full or in part due to the Client’s failure to assist or delay in assisting in the execution of the Order, the Company shall be entitled to charge to the Client an estimated amount, corresponding to the amount that would have been due had the Services been rendered in accordance with the Order. The Company shall be entitled to payment on the basis of the Company’s price list applicable from time to time for any additional work required because of the Client’s failure to assist or delay in assisting.

8.7

If the Client subsequently requires the Company to complete the work within a shorter time frame than specified in the Order the Company reserves the right to charge additional monies to prioritise such projects ahead of pre-planned work.

9. Delays and Complaints

9.1

In the event that the Client proves that the Services are delayed or not in accordance with the Contract, the Company shall be obliged to remedy or redeliver, at its own discretion, without undue delay. In the event that the Services continue to be not in accordance with the Contract after reasonable attempts have been made to remedy this, the Client shall be entitled to cancel the Order (in accordance with clause 17.2 .1), provided that the breach is material.

9.2

Complaints concerning delays or breach of Contract shall be submitted immediately after the time when the Client became or should have become aware of the matter. If the Client fails to bring the defect (unless by its very nature it is impossible to ascertain within such a period) to the attention of the Company within 48 hours the Client shall be deemed to have accepted the Services and shall not be entitled to assert remedies based on delays or breach of Contract.

9.3

The Client hereby acknowledges that certain Services rely upon goods and/or services being provided by third parties (‘Third Party Services’). The Client acknowledges that the Third Party Services will be governed by that third parties’ terms and conditions and that the Company cannot provide any warranties in respect of the Third Party’s Services and will not be liable to the Client for any delays and/or failings in respect of the same. Providers of Third Party Services may provide their own warranties to the Client and the Client must satisfy itself whether or not such warranties (where given) are acceptable for the Client’s business purposes or risk management policies.

9.4

The Company’s only responsibility in respect of the Third Party Services is to take reasonable care and skill when selecting the providers of the same.

9.5

In the event that the company receives a complaint from a member of staff, third party supplier or sub-contractor in relation to client conduct, which may include: harassment, bullying, sexual, racial or religious prejudice, any form of verbal, mental, or written abuse then the company reserves the right to terminate the contract in writing and without prior notice immediately.

9.6

The Client’s exclusive remedies for late delivery or Services not conforming with the Contract are as specified in this clause 9 and, if the remedies set out in these Terms have been exhausted, the Client’s final remedy is limited to cancellation of the Contract and the Company’s sole liability is to refund any payments for Services not conforming with the Contract, subject to the limitations set out in clause 10 below.

10. Liability

10.1

Except as expressly stated in this Clause 10, the Company shall have no liability to the Client for any loss or damage whatsoever arising from or in connection with the provision of the Services or for any claim made against the Client by any third party.

10.2

Without prejudice to the generality of Clause 10.1 above, the Company shall have no liability for any losses or damages which may be suffered by the Client whether the same are suffered directly or indirectly or are immediate or consequential which fall into the following categories:

10.2.1

Any indirect or consequential loss arising under or in relation to the Contract even though the Company was aware of the circumstances in which such loss could arise;

10.2.2

Loss of profits; loss of anticipated savings; loss of business opportunity or goodwill;

10.2.3

Loss of data; and

10.2.4

Damage to items provided for personalisation.

10.3

To the extent such liability is not excluded by sub-clauses 10.1, 10.2 and clause 11 below, the Company’s total liability (whether in contract, tort (including negligence or otherwise)) under or in connection with the Contract or based on any claim for indemnity or contribution (including for damage to tangible property) or otherwise will not in any event exceed the total sum invoiced for the Services.

11. Other Limitations of Liability

11.1

If the Client does not listen to or implement some or all of the Company’s recommendations, the Company shall not bear any liability for any lack of success experienced by the Client relating to the Services.

11.2

While we are happy to accept your garments for embroidery, we cannot guarantee that your supplied garments are suitable for such work. Customer Supplied Garments for Embroidery only services is available on the understanding that the Company does not accept any liability for damaged caused to the garment or time lost. The Company will not compensate or refund for any losses incurred due to damaged garments, time loss, and costs incurred.

12. Intellectual Property Rights

12.1

It is the responsibility of the Client to ensure that they have the right to use any Intellectual Property Rights when they provide any text, image or representation (“Materials”) to the Company for incorporation into the Services and the Client hereby grants or agrees to procure the grant of (as applicable) an irrevocable licence to the Company to use such Materials for the purposes of providing the Services for the duration of the Contract.

12.2

The Client shall be responsible for ensuring that the contents of Materials which the Client has contributed or approved are not in contravention of legislation, decency, marketing rules or any other third-party rights. The Company shall be entitled to reject and delete such material without incurring any liability. In addition, the Company shall be entitled to cancel the Order.

12.3

The Client shall indemnify the Company against all damages, losses and expenses suffered or incurred by the Company as a result of the Materials which the Client has contributed or approved being in contravention of legislation, decency, marketing rules or any action that any such Materials infringe any Intellectual Property Rights of a third party.

12.4

The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described above.

12.5

Unless expressly stated otherwise in these Terms or in an Order, the Intellectual Property Rights created, developed, subsisting or used in connection with the Services and whether in existence at the date hereof or created in the future shall vest in and be the property of the Company or the relevant third party from whom the Company has acquired a right of use with a view to executing the Order. The source and digitized files remain the property of the Company. The Client agrees to execute and deliver such documents and perform such acts as may be necessary from time to time to ensure such Intellectual Property Rights vest in the Company.

12.6

The Intellectual Property Rights as mentioned in Clause 12.5 shall not be used, assigned, distributed, copied, forwarded to online or offline activities by the Client without a separate, express written agreement.

12.7

If the Client requires the digitized files, they may be available to purchase by the Client, at the discretion of the Company, for an additional fee which is to be determined by the Company at that time.

Otherwise, the rights to the digitized files remain the property of the Company and will be stored securely for future printing work required by the Client.

12.8

The Client hereby irrevocably licenses the Company to use and display the Client’s name, figure, logo etc. as a reference on the Company’s website, other marketing materials or types of media. The Client agrees to send the Company its most recent logo or figure as and when it is amended from time to time.

12.9

The Company owns the copyright to any sketches, concepts, and final designs including but not limited to embroidery files, vectors, laser engraving files, designs, logos, etc. unless otherwise specified in the Contract or in writing.

12.10

The Company reserves the right to charge the Client for time rendered digitizing the required files, in addition to the cost of embroidering. The cost of each subsequent embroidery job will be determined by the Company upon request and may vary per job.

13. Miscellaneous

13.1

The Company reserves the right to modify or discontinue, temporarily or permanently, the Services with or without notice to the Client and the Company shall not be liable to the Client or any third party for any modification to or discontinuance of these Services save for the return of any prepaid sums in connection with the provision of the Services which are subsequently not provided.

13.2

The Company shall be free to provide its Services to third parties whether during or following the provision of the Services to the Client.

13.3

The failure of either party to enforce or to exercise at any time or for any period of time any right pursuant to these Terms does not constitute, and shall not be construed as, a waiver of such terms or rights and shall in no way affect that party’s right later to enforce or to exercise it.

13.4

If any term of these Terms is found illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining Terms, be deemed omitted from these Terms and shall in no way affect the legality, validity or enforceability of the remaining Terms which shall continue in full force and effect and be binding on the parties to the Contract.

13.5

Any valid alteration to or variation of these Terms must be in writing signed on behalf of each of the parties by duly authorised officers.

13.6

A person who is not a party to the Contract shall not have any rights under or in connection with it.

13.7

Unless otherwise agreed in writing by the Company, the Company reserves the right to include their promotional information including but not limited to the logo, address, website, phone number, etc, within the final assets for the Client. The Client may request for this to be removed, however, this is not guaranteed. It is at the Companies discretion whether they choose to remove these elements and additional charges may apply to the Client for their removal.

13.8

All notices must be in writing to Stitch and Burn, Bury Market, 1 Murray Rd, Bury BL9 0BJ, or such address as is advised by the Company.

14. Entire Agreement

14.1

The parties acknowledge and agree that the Contract supersedes any prior agreement, understanding or arrangement between the parties, whether made orally or in writing and constitute the entire agreement between the Company and the Client relating to these Services. Therefore, except as expressly provided, all other conditions and warranties (implied, statutory or otherwise) are hereby excluded to the fullest extent permitted by law.

15. Law and Jurisdiction

15.1

The Company and the Client shall be obliged to attempt to settle any disputes arising between them including disputes relating to the existence or validity of the Contract through negotiation provided always that either party shall be entitled at all times to exercise any of its other remedies including through taking legal action.

15.2

The Contract shall be governed by and construed in accordance with English law and the parties hereby agree to submit to the non-exclusive jurisdiction of the English courts.